Your Directors present the 29TH ANNUAL REPORT together with the Audited FinancialStatements for the Financial Year 2014 15 ended 31st March 2015.
1. FINANCIAL RESULTS :
|Particulars ||2014-15 ||2013-14 |
|Operating Loss (Before Interest & Depreciation) ||6.03 ||6.15 |
|Add : Interest ||- ||- |
|Add : Depreciation ||2.61 ||2.61 |
|Net Loss before Tax ||8.64 ||8.76 |
|Add : Provision for Taxation ||- ||- |
|Loss after Tax ||8.64 ||8.76 |
|Balance of Loss brought forward from Previous year ||449.06 ||440.30 |
|Net Loss carried to Balance Sheet ||457.70 ||449.06 |
In view of unabsorbed depreciation and carried forward losses and also in view ofabsence of virtual certainty of sufficient future taxable income deferred taxassets/liabilities have not been recognised.
Your Directors are unable to recommend Dividend for the year 2014-15 in view of theaccumulated losses as on 31st March 2015.
There was no production of Mineral Water Bottles during the year under review. Therewere no sales and other income during the year under review.
The Operating Loss (before interest and depreciation) stood at Rs. 6.03 lacs during theyear under review as compared to Rs. 6.15 lacs during the year 2013-14. After providingfor Interest Depreciation and exceptional and prior period items the Loss stood at Rs.8.64 lacs during the year under review.
The Equity Shares of the Company are listed on Ahmedabad Mumbai and Delhi StockExchanges and the Company has paid Annual Listing Fees upto the year 2015 16.
5.1 Mr. Sanjay S. Shah has been elevated as Managing Director of the Company w.e.f.29th July 2015.
5.2 One of your Directors viz. Ms. Rita S. Shah retires by rotation in terms of theArticles of Association of the Company. However being eligible offers herself forreappointment.
5.3 The Board of Directors duly met 6 times during the financial year under review.
5.4 The Board has made necessary evaluation of its own performance and that of itscommitments and of individual Directors.
5.5 The performance evaluation of the Executive and Non-Executive Directors was carriedout by at the meeting of the Independent Directors held on 13th February 2015.
5.6 DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134 of the Companies Act 2013 it is herebyconfirmed:
(i) that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;
(ii) that the Directors had 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 at 31st March 2015 beingend of the financial year 2014-15 and of the loss of the Company for the year;
(iii) that the Directors had taken proper and sufficient care for maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) that the Directors had prepared the annual accounts on a going concern basis.
(v) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
(vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
6. MANAGERIAL REMUNERATION:
6.1 REMUNERATION OF DIRECTORS:
The Company has not paid any Managerial Remuneration or other benefits to any of itsDirectors. The Board of Directors has framed a Remuneration Policy that assures the leveland composition of remuneration is reasonable and sufficient to attract retain andmotivate Key Managerial Personnel and Senior Management to enhance the quality required torun the Company successfully. The Relationship of remuneration to performance is clear andmeets appropriate performance benchmarks. All the Board Members and Senior Managementpersonnel have affirmed time to time implementation of the said Remuneration policy.
6.2 MARKET CAPITALISATION:
|Particulars ||As on 31-03-2014 ||As on 31-03-2015 |
|1. No. of Shares ||54031000 ||54031000 |
|2. Market price ||0.44 ||0.23 |
|3. Market Capitalisation (` In lacs) ||23773640 ||12427130 |
|4. EPS ||- ||- |
|5. P/E Ratio ||- ||- |
7. KEY MANAGERIAL PERSONNEL (KMP) AND PERSONNEL :
There are no material payments to KMP/ Employees. As no material payments have beenmade the amount is not comparable with the performance of the Company. There is noEmployee drawing remuneration requiring disclosure under Rule 5(2) of CompaniesAppointment & Remuneration of Managerial personnel) Rules 2014.
8. RELATED PARTY TRANSACTION AND DETAILS OF LOANS GUARANTEES INVESTMENT &SECURITIES PROVIDED:
Details of Related Party Transactions and Details of Loans Guarantees and Investmentscovered under the provisions of Section 188 and 186 of the Companies Act 2013respectively are given in the notes to the Financial Statements attached to theDirectors Report.
9. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO:
The information required under Section 134(3)(m) of the Companies Act 2013 and rule8(3) of Companies (Accounts) Rules 2014 relating to the conservation of Energy andTechnology Absorption are not applicable as there are no manufacturing activities duringthe year under review. The Company has not earned or spent any Foreign Exchange during theyear under review.
10. CORPORATE GOVERNANCE AND MDA:
As per Clause 49 of the Listing Agreement and the Companies Act 2013 Report onCorporate Governance and Management Discussion and Analysis (MDA) form part of this AnnualReport. A certificate regarding compliance with the conditions of Corporate Governance asstipulated in clause 49 of the listing agreement is also appended to the Annual Report as Annexure- A.
11. SECRETARIAL AUDIT REPORT:
Your Company has obtained Secretarial Audit Report as required under Section 204(1) ofthe Companies Act 2013 from M/s. Kashyap R. Mehta & Associates Company SecretariesAhmedabad. The said Report is attached with this Report as Annexure B. Asregards the observation of the Auditors the Company is in the process of identifying andappointing Whole-time Company Secretary and also developing functional website of theCompany.
12. EXTRACT OF ANNUAL RETURN:
The extract of Annual return in Form MGT-9 has been attached herewith as Annexure C.
13. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERSRELATIONSHIP
The details of various committees and their functions are part of Corporate GovernanceReport.
The present Auditors of the Company M/s. Shah & Dalal Chartered AccountsAhmedabad will retire at the ensuing 29th Annual General Meeting. The Company hasobtained from them consent to the effect that their reappointment as Auditors of theCompany for period of 2 years commencing from the Financial Year 2015-16 to 2016-17 ifmade will be in accordance with the provisions of Section 139 and 141 of the CompaniesAct 2013. The remarks of Auditor are self explanatory and have been explained in Notes onAccounts.
The movable and immovable properties of the Company including plant and Machinery andstocks wherever necessary and to the extent required have been adequately insured againstthe risks of fire riot strike malicious damage etc. as per the consistent policy of theCompany.
The Company has not accepted during the year under review any Deposits and there wereno overdue deposits.
14.4 RISKS MANAGEMENT POLICY:
The Company has a risk management policy which from time to time is reviewed by theAudit Committee of Directors as well as by the Board of Directors. The Policy is reviewedquarterly by assessing the threats and opportunities that will impact the objectives setfor the Company as a whole. The Policy is designed to provide the categorization of riskinto threat and its cause impact treatment and control measures. As part of the RiskManagement policy the relevant parameters for protection of environment safety ofoperations and health of people at work and monitored regularly with reference tostatutory regulations and guidelines defined by the Company.
14.5 SUBSIDIARIES/ ASSOCIATES/ JVS:
The Company does not have any Subsidiaries/ Associates Companies / JVs.
14.6 CODE OF CONDUCT:
The Board of Directors has laid down a Code of Conduct applicable to the Board ofDirectors and Senior Management. All the Board Members and Senior Management personnelhave affirmed compliance with the code of conduct.
14.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There have been no significant and material orders passed by any regulators or courtsor tribunals impacting the going concern status of the Company and its future operations.
14.8 INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS:
There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act 2013.
15. DEMATERIALISATION OF EQUITY SHARES:
Shareholders have an option to dematerialise their shares with either of thedepositories viz. NSDL and CDSL. The ISIN No. allotted is INE214D01021.
16.1 The Company has no outstanding payment to Banks or any other person.
16.2 The Companys Income-tax Assessment has been completed upto the AssessmentYear 2013-14.
Your Directors express their sincere gratitude for the assistance and co operationextended by Banks Government authorities Shareholders Suppliers and Customers.
For and on behalf of the Board
Sanjay S. Shah
Amrish V. Pandya
Place : Ahmedabad
Date : 29th July 2015