Your Directors have pleasure in presenting their 29thAnnual Report on thebusiness operations of the Company along with the Audited Statement of Accounts for theyear ended 31stMarch 2015.
| || ||(Rs. in Lacs) |
|Particulars ||Year Ended 31stMarch 2015 ||Year Ended 31st March 2014 |
|Income ||3217.67 ||3656.39 |
|Profit/ (Loss) before Tax ||169.50 ||194.26 |
|Less: Provision for Tax ||31.46 ||36.85 |
|Less: Deferred Tax Assets ||00.02 ||00.08 |
|Net Profit/(Loss) after Tax ||138.85 ||157.49 |
|Less: Income Tax for Earlier Year & Retained earning ||07.69 ||00.00 |
|Add: Balance brought forward from previous year ||1535.83 ||1378.34 |
|Balance carried to Balance Sheet ||1666.16 ||1535.83 |
During the year under review your Company earned a total Income of Rs.3217.67comprising mainly of Sale of Shares interest & Dividend and long/short term shareinvestments profit. Against this the total expenses amounted to 3048.17 Lacs. As a resultof this the Company has earned Net Profit of Rs. 138.85 Lacs as against the profit ofRs.157.49 Lacs for the previous year
Barring unforeseen circumstances your Directors are optimistic that the Company wouldbe able to report better performance during the current year.
TRANSFER TO RESERVES:
The Company proposes not to carry any amount to the General Reserves of the Company forthe financial year 31stMarch 2015 as per audited standalone financialstatements.
With a view to conserve the resources for the future operations your Directors havethought it prudent not to declare dividend for the year ended 31stMarch 2015.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:
Managements Discussion and Analysis Report for the year under review asstipulated under Clause 49 of the Listing with Stock Exchange in India is presented in aseparate section forming part of the Annual Report.
CHANGE IN THE NATURE OF BUSINESS IF ANY:
There was no change in the nature of business of the Company or any of its subsidiariesduring the year.
NUMBER OF MEETINGS OF THE BOARD:
The Board met 5 times during the financial year the details of which are given in theCorporate Governance Report that forms part of this Annual Report. The intervening gapbetween any two meetings was within the period prescribed by the Companies Act 2013.
The Nomination and Remuneration Committee meeting held on 30.03.2015 & the Boardat their meeting held on 30th March 2015 considered and approved thereappointed Mr. Mahesh Jhawar as a Whole time director of the Company AND Mr. Mahesh S.Jhawar as Managing Director of the Company for a period of five years commencing 1stApril 2015 and they are not liable to retire by rotation.
The Nomination and Remuneration Committee meeting held on 30.03.2015 & the Boardat their meeting held on 30th March 2015 considered and approved thereappointed Ms. Kamal R. Jhawar as woman Director of the Company with effect from 30thMarch 2015.
The above Directors are belongs to the promoter group and the shareholding of thepromoter group as on date is consist of 2141865 (43.97%) equity shares of Rs.10/- each.
TRAINING OF INDEPENDENT DIRECTORS:
Every new independent director of the Board attended an orientation program. Tofamiliarize the new inductees with the strategy operations and functions of our Companythe executive directors / senior managerial personnel make presentations to the inducteesabout the Companys strategy operations product and service offerings marketssoftware delivery organization structure finance human resources technology qualityfacilities and risk management.
The Company has organized the following workshops for the benefit of Directors andIndependent Directors:
(a) a program on how to review verify and study the financial reports;
(b) a program on Corporate Governance;
(c) provisions under the Companies Act 2013; and
(d) SEBI Insider Trading Regulation 2015.
Further at the time of appointment of an independent director the Company issues aformal letter of appointment outlining his/her role functions duties andresponsibilities as a director.
COMMITTEES OF THE BOARD:
Currently the Board has four committees: 1. Audit Committee 2. Nomination andRemuneration Committee
3. Stake Holders Relationship Committee 4. Risk Management Committee.
A detailed note on the Board and its committees is provided under the corporategovernance report section in this Annual Report.
INDEPENDENT DIRECTORS DECLARATION:
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Clause 49 of the ListingAgreement.
The Independent Directors under section 149(6) of the Companies Act 2013 declaredthat:
1. They are not a promoter of the Company or its holding subsidiary or associatecompany;
2. They are not related to promoters or directors in the company its holdingsubsidiary or associate company.
3. The independent Directors have /had no pecuniary relationship with company itsholding subsidiary or associate company or their promoters or directors during thetwo immediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Director has or had pecuniary relationshipor transaction with the company its holding subsidiary or associate company or theirpromoters or directors amounting to two per cent. or more of its gross turnover or totalincome or fifty lakh rupees or such higher amount as may be prescribed whichever islower during the two immediately preceding financial years or during the currentfinancial year;
5. Independent Director neither himself nor any of his relatives-
(i) holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;
(ii) is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of-
(A) A firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or
(B) any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten percent. or more of thegross turnover
of such firm;
(iii) Holds together with his relatives two percent. or more of the total voting powerof the company; or
(iv) is a Chief Executive or Director by whatever name called of any nonprofitorganization that receives twenty-five percent. or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two percent. or more of the total voting power of the company;
6. Independent Director possesses such qualifications as may be directed by the Board.
The Company & the Independent Directors shall abide by the provisions specified inSchedule IV of the Companies Act 2013.
Clause 49 of the Listing Agreement mandates that the Board shall monitor and review theBoard evaluation framework. The Companies Act 2013 states that a formal annual evaluationneeds to be made by the Board of its own performance and that of its committees andindividual directors. Schedule IV of the Companies Act 2013 states that the performanceevaluation of independent directors should be done by the entire Board of Directorsexcluded the director being evaluated.
The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The Board approved the evaluation results ascollated by the Nomination and Remuneration Committee.
PERFORMANCE OF THE BOARD AND COMMITTEES:
During the year under review the performance of the Board & Committees andIndividual Director(s) based on the below parameters was satisfactory:
(i) Most of the Directors attended the Board meeting;
(ii) The remunerations paid to executive Directors are strictly as per the company andindustry policy.
(iii) The Independent Directors contributed a lot in the Board and committeedeliberation and business and Operation of the company and subsidiaries based on theirexperience and knowledge and Independent views.
(iv) The Credit Policy Loan Policy and compliances were reviewed periodically;
(v) Risk Management Policy was implemented at all critical levels and monitored by theInternal Audit team who places report with the Board and Audit committee.
MEETING OF INDEPENDENT DIRECTORS:
Pursuant of the provision of Section 149 (8) of the Companies Act 2013 read withSchedule IV and Clause 49 of the Listing Agreement the Independent Directors of theCompany reviewed the performance of Non- independent directors and the Board as a wholeincluding the Chairperson of the Company views expressed by the executive directors andnon-executive directors at various level and quantified the quality quantity andtimeliness of flow of information between the Company management and the Board andexpressed satisfaction.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. As on 31stMarch 2015 the Board consists of 5 members. Out ofwhich one is the Managing Director one is Whole-time Director of the Company and threeare non Executive Director of the company out of which one is the women director of thecompany. The Chairman of the Board is an Independent Director of the Company.
The policy of the Company on directors appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Sub section (3) of Section 178 of the Companies Act2013 adopted by the Board and are stated in this Board report. We affirm that theremuneration paid to the directors is as per the terms laid out in the nomination andremuneration policy of the Company.
As on 31stMarch 2015 the Company held no deposit in any form from anyone.There was no deposit held by the Company as on 31stMarch 2015 which wasoverdue or unclaimed by the depositors for the present the Board of Directors haveresolved not to accept any deposits from public shareholders and others.
NOMINATION AND REMUNERATION COMMITTEE
Pursuant to the Section 178 of the Companies Act 2013 the Company has set up aNomination and Remuneration and under the Chairmanship of the Independent Director ShriVijaykumar Moyal.
The Gist of the Policy of the said committee:
For Appointment of Independent Director (ID):
a. Any person who is between the age of 25 years and below 75 years eligible to becomeIndependent Director(ID);
b. He has to fulfill the requirements as per section 149 of the Companies Act 2013read with Clause 49 of the Listing Agreement;
c. Adhere to the code of conduct as per Schedule IV to the Companies Act 2013;
d. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Tradingpolicy of the Company;
e. Independent Director should have adequate knowledge and reasonably able tocontribute to the growth of the Company and stakeholders;
f. Independent Director should be able to devote time for the Board and other meetingsof the company;
g. Entitled for sitting fees and Reasonable conveyance to attend the meetings; and
h. Able to review the policy participate in the meeting with all the stakeholders ofthe company at the Annual General Meeting.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Companys policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company.
Based on the report of internal audit function process owners undertake correctiveaction in their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented toBoard.
M/s. S.G.Kabra Chartered Accountants is the internal Auditor of the Company.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the Section 134(3)(c) and Section 134 (5) of the Companies Act 2013 theBoard of Directors of the Company hereby confirm: (i) That in the preparation of theaccounts for the financial year ended 31stMarch 2015 the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures; (ii) That the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that were reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for the year under review; (iii)That the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; (iv) That the Directors have prepared the accounts for the financial yearended 31stMarch 2015 on a going concern basis.
(v) The internal financial controls laid and have been followed by the company and thatsuch controls are adequate and are operating effectively. Such controls means controls andpolicies and procedures adopted and adherence by the company for orderly and efficientconduct of the business for safeguarding assets prevention and detection of frauds anderrors and maintenance of accounting records and timely preparation of financialstatements and review its efficiency.
(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.
At the Annual General Meeting held in 2012 S.G. Kabra& Co. Chartered Accountantswere appointed as auditors of the Company to hold office till the conclusion of the AnnualGeneral Meeting to be held in the calendar year 2017.
In terms of the first proviso to Section 139142 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment of M/s. S. G. Kabra& Co. Chartered Accountantsas statutory auditors of the Company is placed for ratification by the shareholders.
In this regard the Company has received a certificate from the auditors to the effectthat if they are reappointed it would be in accordance with the provisions of Section 141of the Companies Act 2013.
The Auditors have not made any qualification to the financial statement. Their reportson relevant notes on accounts are self-explanatory and do not call for any comments undersection 134 of the companies Act 2013.
The central govt. has not prescribed the maintenance of Cost records under section 148of the Companies Act 2013 for the year ended 31st March 2015
M/s. Ramesh Chandra Mishra & Associates Company Secretary in Practice wasappointed to conduct the secretarial audit of the Company for the financial year 2014-15as required under Section 204 of the Companies Act 2013 and Rules thereunder. TheSecretarial Audit Report for F.Y. 2014-15 is Annexed-I to this Boards Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS:
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Companys operations in future.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Fraud and Risk Management Policy (FRM) to dealwith instance of fraud and mismanagement if any in staying true to our values ofStrength Performance and Passion and in line with our vision of being one of the mostrespected companies in India the Company is committed to the high standards of CorporateGovernance and stakeholder responsibility.
A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.
The FRM Policy ensures that strict confidentiality is maintained whilst dealing withconcerns and also that no discrimination will be meted out to any person for a genuinelyraised concern.
RELATED PARTY TRANSACTIONS/CONTRACTS:
Pursuant to the Section 134(3)(h) of the Companies Act 2013 and Rule 8(2) of theCompanies (Accounts) Rules 2014 the particulars of contract or arrangement entered intoby the Company with related parties referred to in Section 188(1) in Form AOC-2 isAnnexed-II to this Boards Report.
The details of such related party transactions are available in the Notes to theStandalone financial statements section of the Annual Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Loans Guarantees and Investments covered under section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.
EXTRACT OF ANNUAL RETURNS
Pursuant to the Section 134(3)(a) of the Companies Act 2013 the details forming partof the extract of the Annual Return is Form MGT-9 is Annexed-III in the report
INSURANCE OF ASSETS
All the fixed assets finished goods semi-finished goods raw material packingmaterial and goods of the company lying
at different locations have been insured against fire and allied risks.
BANK AND FINANCIAL INSTITUTIONS
Directors are thankful to their bankers for their continued support to the company.
The relationship with the workers of the Companys manufacturing units and otherstaff has continued to be cordial. The Directors wish to put on record their sincereappreciation and gratitude for the services rendered by the workers and staff at alllevels.
HUMAN RESOURCES MANAGEMENT:
We take this opportunity to thank employees at all levels for their dedicated serviceand contribution made towards the growth of the company. The relationship with the workersof the Companys manufacturing units and other staff has continued to be cordial.
To ensure good human resources management at the company we focus on all aspects ofthe employee lifecycle. This provides a holistic experience for the employee as well.During their tenure at the Company employees are motivated through variousskill-development engagement and volunteering programs.
As per provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isAnnexed-V to this Boards report.
In terms of Section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 noemployee(s) drawing remuneration in excess of limits set out in said rules forms part ofthe annual report.
Considering the first proviso to Section 136(1) of the Companies Act 2013 the AnnualReport is being sent to the members of the Company and others entitled thereto. The saidinformation is available for inspection at the registered office of the Company duringbusiness hours from 11 a.m to 5 p.m on working days of the Company up to the date of theensuing Annual General Meeting. Any shareholder interested in obtaining a copy thereofmay write to the Company Secretary in this regard.
A Report on Corporate Governance along with a Certificate from M/s. Ramesh ChandraMishra & Associates regarding compliance with the conditions of Corporate Governanceas stipulated under Clause 49 of the Listing Agreement with Stock Exchange forms part ofthis Report and Annexed-IV to this Boards Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars as required under Section 134(3)(m) of the Companies Act 2013 read withthe Companies (Disclosure of particulars in the Report of the Board of Directors) Rules1988 are given is Annexed-V to this report.
RISK MANAGEMENT POLICY
The company has developed Risk Management Policy mainly covering the following areas ofconcerns
1. The Companys risk and control policy is designed to provide reasonableassurance that objectives are meet by integrating management control into daily operationby ensuring all the Compliance.
| ||For and behalf of the Board |
| ||Sd/- |
|Place: Mumbai ||Ramautar S. Jhawar |
|Date: 27th May 2015 ||Managing Director |
|Registered Office: || |
|285 Princess Street 2nd Floor || |
|ChaturbhujJivandas House || |
|Mumbai- 400 002 || |