The Board of Directors is pleased to present the Thirtieth Annual Report on thebusiness and operations of your Company along with the audited financial statements forthe financial year ended 31st March 2015. The Statement of Accounts AuditorsReport Boards Report and attachment thereto have been prepared in accordance withthe provisions contained in Section 134 of Companies Act 2013 and Rule 8 of the Companies(Accounts) Rules 2015.
The Companys financial performance for the year ended March 31 2015 issummarized below:
|Particulars ||For the year ended 31.03.2015 ||For the year ended 31.03.2014 |
| ||(Rs. in Lacs) ||(Rs. in Lacs) |
|Revenue from Operations ||0.46 ||0.55 |
|Profit before Tax ||(6.51) ||(77.42) |
|Less: Tax Expenses ||- ||- |
|Current Tax ||- ||' - |
|Current Tax for Prior Years ||- ||- |
|Deferred Tax ||. - ||- |
|Profit for the year ||(6.51) ||(77.42) |
|Interim Dividend ' ||- ||- |
|Corporate Dividend Tax ||- ||- |
|Transfer to General Reserve ||- ||- |
|Earnings per Share of Rs. 10/- ||(0.05) ||(0.59) |
Your Company has incurred loss of Rs. 6.51 lacs as against loss of Rs. 77.42 lacs inthe previous year.
DUES TO CONSORTIUM BANKS
As reported earlier the companys proposal vide its letter dated 6.11.2007 forOne Time Settlement (OTS) with Consortium Banks has been accepted for Rs. 14.29 crores bythem vide letter dated 28.2.2008 of lead bank and accordingly the Company has compliedwith all the terms including the handing over of the mortgaged property. And the balanceslying in the accounts of Consortium of Banks written back and transferred to reserves andsurplus. .
DUES TO FINANCIAL INSTITUTIONS
The company negotiated with both the entitles of erstwhile Unit Trust of India for OneTime Settlement (OTS) for a Lump sum amount Rs. 9.00 crores against the total outstandingalong with reimbursement of legal expenses of Rs. 5929145/- as per the letter dated 20thFebruary 2015. And the balances lying in the accounts of Unit Trust of India written backand transferred to reserves and surplus.
STARTING A VIABLE BUSINESS
The management is desirous of evaluating new business opportunities in the coming daysas pending matters with lenders have been settled except with the consortium banks who isyet to issue no due certificate. The Company is utilizing the infrastructure facilities ofthe group companies for its minimal operations.
Your Directors regret their inability to propose any dividend in view of thenon-operation and accumulated losses of the Company.
The Company is not pursuing any business activity for number of years and accordinglyaccounts have been prepared on basis of assumption that the Company is not a goingconcern. However the accounts has not been restated at realisable value as thereare no assets.
CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARDS REPORT
There is no change in the status of the company as not a going concern.There is no revision made in the Boards Report and whatever submitted herewith isthe final report.
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.
Pursuant to Clause 49 of the Listing Agreement executed with the Stock ExchangesCorporate Governance Report and Certificate regarding compliance of conditions ofCorporate Governance form an integral part of this report and are set out as separateAnnexure to this Report.
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 2015. Thequestion of non-compliance of the relevant provisions of the law relating to acceptance ofdeposit does not arise.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. S. N. Jhalani (DIN No.00520148) Director will retire by rotation and being eligibleand not being disqualified under section 164 of the Companies Act 2013 offers himselffor re-appointment.
Shri Shaildera Banwarilal Agarwal (DIN No.07121446) was appointed as an AdditionalDirector with effect from 30th March 2015. As an Additional Director Mr. ShailderaBanwarilal Agarwal holds office up to the date of the ensuing Annual General Meeting andbeing eligible offers himself for appointment as Director afresh. The Company hasreceived a letter from a member along with the requisite deposits proposing thecandidature of Shri Shaildera Banwarilal Agarwal for his appointment as Director at thenext Annual General Meeting. The Board recommends for his appointment.
Mr. Gokulsingh Dhondusingh Rajput (DIN No.01934109) was appointed as an AdditionalDirector with effect from 30th March 2015. As an Additional Director Mr. GokulsinghDhondusingh Rajput holds office up to the date of the ensuing Annual General Meeting andbeing eligible offers himself for appointment as Director afresh. The Company hasreceived a letter from a member along with the requisite deposits proposing thecandidature of Mr. Gokulsingh Dhondusingh Rajput for his appointment as Director at thenext Annual General Meeting. The Board recommends for his appointment.
Mrs. Maneka Vijay Mulchandani (DIN No.00491027) was appointed as an Additional Directorwith effect from 30th March 2015. As an Additional Director Mrs. Maneka Vijay Mulchandaniholds office up to the date of the ensuing Annual General Meeting and being eligibleoffers herself for appointment as Director afresh. The Company has received a letter froma member along with the requisite deposits proposing the candidature of Mrs. Maneka VijayMulchandani for her appointment as Director at the next Annual General Meeting. The Boardrecommends for her appointment.
Mr. Bodhraj Kishore (DIN No. 02596199) Nominee Director. The board received letterfrom UTI communicating withdrawal of its Nominee Director Mr. Bodhraj Kishore from theboard of the company. Accordingly the cessation of his directorship has been filed witheffect from 30.3.2015.
(ii) Key Managerial Personnel
As stated above the company is reporting as not a going concern and thereare no employees in the company. .
(iii) Declaration by an Independent Director(s)
The Company has complied with clause 49 of Listing Agreement and according to theprovisions of section 149(6) of the Companies Act 2013.The Company has also obtaineddeclarations from all the Independent Directors pursuant to section 149(7) of theCompanies Act 2013
(iv) Annual Evaluation of Board
As stated above the company is reporting as not a going concern'. Though thecompany is not having any operation the company with a view to comply with therequirement of law has constituted requisite committees as laid down in the law.
NUMBER OF BOARD MEETINGS
During the Financial year total 5 (Five) meetings of the Board of Directors were heldon 30th May 2014 14th August 2014 14th November 2014 14th February 2015 and 30thMarch 2015 respectively.
DIRECTOR S RESPONSIBILITY STATEMENT
To the best Of their knowledge and belief and according to the information andexplanations obtained by your Directors they make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013 and hereby confirm that
a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
b. the directors have selected such accounting policies and applied consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2015 and of the profit ofthe Company for the year ended on that date;
c. the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d. the directors have prepared the annual accounts on not a going concernbasis; and the directors have laid down proper systems financial controls to be follovyedby the Company and that such internal financial controls are adequate and were operatingeffectively.
e. the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
NOMINATION AND REMUNERATION COMMITTEE
None of the directors are drawing any salary from the company and there are noemployees in the company and company is non operational. Hence no nomination andremuneration committee is constituted.
The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act 2013. The Audit Committee comprises of:
1. Mr. S. N. Jhalani
2. Mr. Bhupendrabhai Patel
3. Mr. Bhupesh Patel
The scope and terms of reference of the Audit Committee have been amended in accordancewith the Act and the Listing Agreement entered into with the Stock Exchanges.
VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES
Though the company is not having any operation and reporting as not a goingconcern1 the company strives to comply with the requirements of law.
RISK MANAGEMENT POLICY
Though the company is not having any operation and reporting as 'not a going concern'the company strives to comply with the requirements of law.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2015 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc. -the company is not having any operation and reporting as 'not a going concern'.
INTERNAL CONTROL SYSTEMS:
Adequate internal control systems commensurate with the nature of the Companysbusiness size and complexity of its operations are in place.
EXTRACT OF ANNUAL RETURN:
Extract of the Annual Return in form MFT-9 for the financial year ended 31st March2015 made under the provisions of Section 92(3) of the Act is annexed as AnnexureA which forms part of this Report.
CORPORATE SOCIAL RESPONSIBILITY:
The company does not fall under the criteria applicable as per Companies Act 2013.
(i) STATUTORY AUDITOR
The Statutory Auditors of your Company namely M/s. S. V. Doshi & Co. CharteredAccountants have been appointed for a period of three years at the previous annual generalmeeting held on 30th September 2014. However the Auditor informed the Board theirinability to continue as Auditors of the company. The Board approached M/s. Seth Doctor& Associates Chartered Accountants to seek their availability and on'confirmation oftheir availability and readiness to accept the assignment the company accepted theresignation of M/s. S. V. Doshi & Co. and appointed M/s. Seth Doctor & Associatesas the Statutory Auditors of the company froin 30.3.2015. Auditors have confirmed theireligibility and submitted the Certificate in writing that their appointment for the year2015-16 would be within the prescribed limit under the Act.
The Statutory Auditors Report does not contain any qualification.
(II) SECRETARIAL AUDITOR
The Board has appointed Shilpa K.Shah Company Secretray in to undertake theSecretarial Audit of the Company for the financial year 2014-2015. The Report of theSecretarial Audit Report is annexed herewith as Annexure B.
(iii) COST AUDITOR
The Company is not required to appoint Cost Auditor as it is not required to submitcost audit report pursuant to the provision of the Companies (Cost Records and Audit)Rules 2015.
Pursuant to Sections 101 and 136 of the Companies Act 2013 The Company will be sendingAnnual Report through electronic mode-email to all the shareholders who have registeredtheir email addresses with the Company or with the Depository to receive Annual Reportthrough electronic mode and initiated steps to reduce consumption of paper.
As the company is not having any operation there are no employees at present.
ENVIRONMENT AND SAFETY
Though the company is not having any operation and reporting as not a goingconcern the company strives to comply with the requirements of law. .
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICHFINANCIAL RESULTS RELATE
Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Companys financial position have occurred between the end of thefinancial year of the Company and date of this report.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The company is not having any operation and reporting as 'not a going concern'.
PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES
The Company has not taken any loan guarantees investments or securities during theyear.
PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
The details of related party transactions in terms of section 134(3)(4) of theCompanies Act 2013 are given in the Notes No. 22 of financial statements.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURES ASPER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2015:
The company is not having any operation and reporting as 'not a going concern'. Thedirectors of the company are not drawing any remuneration and there are no employees inthe company hence no information is provided under Section 197(12) of the Companies Act2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules2015).
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013. '
The company is not having any operation and reporting as 'not a going concern' - thereare no employees in the company.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. The Company has not issued any shares with differential rights and hence noinformation as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of theCompanies (Share Capital and Debenture) Rules 2015 is furnished.
2. 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 2015 is furnished.
3. The Company has not issued any equity shares under Employees Stock Option Schemeduring the year under review and hence no information as per provisions of Section62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)Rules 2015 is furnished.
4. During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2015 is furnished.
5. No orders have been passed by any Regulator or Court or Tribunal which can have animpact on the Companys operations in future.
Your Directors wish to thank various stakeholders of the company.
| ||For and on behalf of the Board |
|Place: Mumbai ||BHUPESH PATEL |
|Date: 30th May 2015. ||Managing Director |