Your Directors take pleasure in presenting the forty second Annual Report together withthe audited financial statements for the year ended March 312015.
1. Financial Results :
The Companys financial performance for the year ended March 312015 issummarized below.
(Rs. In Million)
| ||As at March 312015 ||As at March 31 2014 |
|Gross Income ||324.25 ||398.09 |
|Profit/(Loss) before Interest Depreciation & Taxation ||(255.06) ||(225.93) |
|Interest ||8.89 ||55.19 |
|Gross Profit ||(246.17) ||(170.74) |
|Provision for Depreciation ||55.27 ||81.82 |
|Profit/(Loss) before Tax ||(190.90) ||(88.92) |
|Deferred Tax Credit ||- ||(6.82) |
|Profit/(Loss) After Tax ||(190.90) ||(82.10) |
|Net Profit/(Loss) for the period ||(190.90) ||(82.10) |
2. Overview of Companys Financial Performance:
The Company provided for doubtful debt amounting of Rs. 45.53 Million and written ofadvance amounting of Rs 48.01 Million. The operations were also adversely affected due topoor market conditions.
In view of the current years carried forward losses your Directors do notrecommend any dividend for the year.
4. Transfer to Reserves:
During the year under review no amount was transferred to General Reserve.
5. Report On Performance Of Subsidiaries Associates And Joint Venture Companies:
During the year under review your Company did not have any subsidiary associate andjoint venture company.
6. Corporate Governance:
Pursuant to Clause 49 of the Listing Agreement executed with the Stock Exchanges aManagement Discussion and Analysis Corporate Governance Report and Certificate regardingcompliance of conditions of Corporate Governance form an integral part of this report andare set out as separate Annexure to this Report.
7. Public Deposits:
Your Company has not accepted any deposits within the meaning of Section 73 and 76 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 and assuch no amount of principal or interest was outstanding as at the end of the year and thequestion of non-compliance of the same does not arise.
8. Board Of Directors And Key Managerial Personnel Directors:
During the financial year 2014-15 Mr. Ameet Bansal has been resigned from the post ofDirector and he is appointed as CFO of the Company w.e.f August 01 2014 on recommendationof Audit Committee for the term of 5 years pursuant to section 196197198 203 read withschedule V & other applicable provisions if any of the Companies Act 2013 &Clause 49 of the Listing Agreement.
In compliance with the provisions of Sections 149 152 and all other applicableprovisions if any of the Companies Act 2013 read with Companies (Appointment andQualification of Directors) Rules 2014 (including any statutory modification(s) orre-enactment thereof for the time being in force) and Clause 49 of the Listing AgreementMr. Rakeshkumar Agarwal (DIN: 00244328) who was appointed as Additional/Non- ExecutiveDirector on the Board of your Company w.e.f August 14 2014 & Mrs. Alka Dayal (DIN:06945007) who was appointed as Additional/Executive Director w.e.f. August 14 2014 inrespect of whom the Company has received a notice in writing from a member under Section160 of the Companies Act 2013 signifying his intention to propose Mr. Rakeshkumar Agarwaland Mrs. Alka Dayal as a candidate for the office of Director be and is hereby appointedand regularised as Director of the Company in the Annual General Meeting held on September19 2014 subject to retirement by rotation.
Further in compliance with the provisions of Sections 196197198 203 read withSchedule V and other applicable provisions if any of the Companies Act 2013 &Clause 49 of the Listing Agreement the Board of Directors on the recommendation of theNomination & Remuneration Committee appointed Mr. Mukesh Bansal as Whole-time Directorfor the period August 012014 till July 312019.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Clause 49 ofthe Listing Agreement.
In accordance with the provisions of the Companies Act 2013 Mrs. Alka Dayal (holdingDIN 06945007) is retiring by rotation at the ensuing Annual General Meeting of theCompany and is eligible for re-appointment & she has offered herself forre-appointment which the Board recommends.
Mr. Mukesh Bansal-Whole-time Director Mr. Ameet Bansal-CFO and Mr. Birendra KumarNath- Company Secretary are the Key Managerial Personnel of your Company in accordancewith the provisions of Sections 2(51) 203 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration and Compliance Committees. The manner in which theevaluation has been carried out has been explained Remuneration Policy. The Board ofDirectors expressed their satisfaction with the evaluation process
Nomination and Remuneration Committee:
The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act
2013 formulated the policy setting out the criteria for determining qualificationspositive attributes independence of a Director and policy relating to remuneration forDirectors Key Managerial Personnel and other employees. The detail of the policy isexplained in the Corporate Governance Report.
9. Board meetings:
Nine During the financial year ended March 312015 Nine (9) meetings of the Board ofDirectors were held and the maximum time gap between two (2) meetings did not exceed onehundred and twenty days. The dates of the Board meetings are as under:
May 30 2014 June 03 2014 August 14 2014 September 11 .2014 November 14 2014December 09 2014 February 14 2015 February 28 2015 and March 12 2015.
10. Material Changes and Commitments If any affecting the Financial Position of theCompany which have occurred between the end of the Financial Year of the Company to whichthe Financial Statements Relate and the Date of the Report:
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
11. Declaration Of Independence:
Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013 read with the Schedules and Rules issued thereunder as well as Clause49 of the Listing Agreement.
12. Directors Responsibility Statement:
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3) (c) of the Companies Act 2013:
a) that in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;
b) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 312015 andits loss for the year ended on that date;
c) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
d) that the Directors have prepared the annual accounts on a going concern basis;
e) that proper systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively; and
f) that proper internal financial controls laid down by the Directors were followed bythe Company and such internal financial controls are adequate and were operatingeffectively.
13. Management Discussion And Analysis
The Management Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the listing agreement with the Stock Exchanges annexed to thisDirectors Report provides a more detailed review of the operating performance.
The Companys Auditors Agarwal Desai and Shah Chartered Accountants (FirmRegistration No. 124850W) of 404 Sai Chambers Opposite Railway Station Santacruz(East) Mumbai - 400055 statutory auditors of the Company who retires at the ensuingAnnual General Meeting of the Company are eligible for reappointment. They have confirmedtheir eligibility under Section 141 of the Companies Act 2013 and the Rules framedthereunder for reappointment as Auditors of the Company. As required under Clause 49 ofthe Listing Agreement the auditors have also confirmed that they hold a valid certificateissued by the Peer Review Board of the Institute of Chartered Accountants of India.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Miss. Ankita Jasrapuria Company Secretaries in Practice to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit Report is annexedherewith as "Annexure A".
15. Extract of Annual Return:
The details forming part of the extract of the Annual Return in Form MGT 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as "AnnexurexB" to this report.
16. Related Party Transactions:
All related party transactions that were entered into during the financial year were onan arms length basis and majority of those transactions were in the ordinary courseof business. There were no materially significant related party transactions made by theCompany with Promoters Directors Key Managerial
Personnel or other designated persons which may have a potential conflict with theinterest of the Company at large.
All related party transactions were placed before the Audit Committee and the Board forapproval. Prior omnibus approval of the Audit Committee was obtained for the transactionswhich were of a foreseen and repetitive nature. The transactions entered into pursuant tothe omnibus approval so granted were reviewed and a statement giving details of allrelated party transactions was placed before the Audit Committee and the Board for theirapproval on a quarterly basis.
The policy on related party transactions as approved by the Board is uploaded on theCompanys website. None of the Directors has any pecuniary relationships ortransactions vis-a-vis the Company.
The particulars of contracts or arrangements with related parties given in "FormAOC-2" are annexed herewith as "Annexure-C".
17. Risk Management Policy:
As per the requirements of Clause 49 of the Listing Agreement your Company hasconstituted a Risk Management policy to oversee the risk management efforts in the Companyunder the Chairmanship of Mr. Hiren Chandrakant Oza Independent Director.
The Board of Directors of the Company has designed Risk Management Policy andGuidelines to avoid events situations or circumstances which may lead to negativeconsequences on the Company's businesses and define a structured approach to manageuncertainty and to make use of these in their decision making pertaining to all businessdivisions and corporate functions. Key business risks and their mitigation are consideredin the annual/strategic business plans and in periodic management reviews.
18. Vigil Mechanism Policy for the Directors And Employees:
The Board of Directors of the Company has pursuant to the provisions of Section 178(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed "Vigil Mechanism Policy" for Directors and employeesof the Company to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.
The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee.
19. Conservation Of Energy Technology Absorption And Foreign Exchange Earnings &Outgo:
Your Company has not consumed energy of any significant level and accordingly noadditional investment was made for reduction of energy consumption during the year underreview. Considering the nature of activities undertaken by your Company no comment ismade on technology absorption. There has been no foreign earnings or outgo during the yearunder review.
20. Particulars Of Employees:
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees particulars which is available for inspection by theMembers at the Registered Office of the Company during business hours on working days ofthe Company up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard.
21. Policy For Prevention Of Sexual Harassment In The Company:
The Company values the dignity of individuals and strives to provide a safe andrespectable work environment to all its employees. The Company is committed to providingan environment which is free of discrimination intimidation and abuse. Pursuant toSexual Harassment of Women at Workplace (Prohibition Prevention and Redressal) Act 2013and rules made thereunder the Company has a Policy for prevention of Sexual Harassment inthe Company. (All employees (permanent contractual temporary and trainees) are coveredunder this policy.
Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prohibition Prevention andRedressal) Act 2013.
22. Internal Control Systems:
Adequate internal control systems commensurate with the nature of the Companysbusiness and size and complexity of its operations are in place has been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.
23. Disclosure Of Orders Passed By Regulators Or Courts Or Tribunal:
No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Companys operations in future.
24. Disclosure Under Section 43(A)(Ii) Of The Companies Act 2013:
The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.
25. Disclosure under section 54(1)(d) of the companies act 2013:
The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debenture) Rules 2014 is furnished.
26. Disclosure Under Section 62(1)(B) Of The Companies Act 2013:
The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62(1)(b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.
Your Directors would like to express their gratitude for the continuous support andguidance received from Companys lenders bankers the Government departments SEBIand Stock Exchange officials.
|August 14 2015 ||For and on behalf of the Board |
|Regd. Office: || |
|Unit No. 611 ||Hiren Chandrakant Oza |
|Skylon Co-operative Housing Society ||Chairman |
|GIDC Char RastaVapi-396195 || |