To The Members
The Directors of the Company take pleasure in presenting their 28th AnnualReport together with the annual audited financial statements for the financial year endedMarch 31 2016.
The summary of the Company's financial performance for the financial year 2015-16 ascompared to the previous financial year 2014-15 is given below: (Amt in lacs)
|Particulars ||Year Ended 31/03/2016 ||Year Ended 31/03/2015 |
|Income ||12300.69 ||11129.82 |
|Less: Expenses ||(12202.10) ||(11089.29) |
|Less: Depreciation ||(21.46) ||(21.47) |
|Exceptional Items ||- ||- |
|Profit after Depreciation & Interest ||77.13 ||19.04 |
|Provision for Taxation ||24.25 ||5.88 |
|Provision for Tax (deferred) ||4.57 ||(3.27) |
|Profit after Tax ||48.31 ||16.43 |
|Net profit/ (Loss) ||48.31 ||16.43 |
|Balance carried to Balance Sheet ||48.31 ||16.43 |
Highlights During the year your company has income of Rs. 12300.69 lacs including otherincome as compared to Rs.11129.82 Lacs in the previous year. The Net profit after tax wasRs. 48.31 lacs against the Net Profit of Rs. 16.43 Lacs in the previous year.
Dividend - In order to conserve the resources your Directors are unable to declare anydividends. Deposits Your Company has not accepted any deposits from the public fallingwithin the ambit of Section 73 and 74 of the Companies Act 2013 read together with theCompanies (Acceptance of Deposits) Rules 2014. Board of Directors All IndependentDirectors have submitted the declaration of Independence as required under Section 149(7)of the Companies Act 2013 confirming that they meet the criteria of independence as laiddown under Section149(6) of the Companies Act 2013and Clause 49 of the Listing Agreement
Declarations Given By Independent Directors
All the Non-Executive and Independent Directors have confirmed to the Board that theyqualify to be considered as independent as per the definition of IndependentDirector' stipulated in Section 149(6) of the Act and Clause 49(II)(B)(1) of the ListingAgreement. These confirmations have been placed before and noted by the Board. PoliciesOn Directors' Appointment And Remuneration The policies of the Company on Directors'appointment and remuneration including criteria for determining qualifications positiveattributes independence of a Director and other matters provided under sub-section (3) ofSection 178 of the Act is appended as Annexure I (a) & I (b) to this Report.
Evaluation Of Board Of Directors
Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement theNomination and Remuneration Committee of the Board carried out the annual evaluation ofthe performance of the Board as a whole the Directors individually as well as of variousCommittees of the Board. The performance evaluation of the Independent Directors wascarried out by the Nomination and Remuneration Committee and noted in turn by the Board.
Your Company has following Committees of Board viz
1. Audit Committee
2. Stakeholders' Relationship Committee 3. Nomination and Remuneration Committee
Details of all the Committees along with their composition terms of reference andmeetings held during the year are provided in Report on Corporate Governance' forming partof the Annual Report.
Directors' Responsibility Statement
Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of theAct with respect to Directors' Responsibility Statement your Directors hereby confirmthat: a. in the preparation of the annual accounts the applicable accounting standardshave been followed; b.appropriate accounting policies have been selected and appliedconsistently and estimates and judgments made are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company at the end of the financial yearand of the profit of the Company for that period; c. proper and sufficient care formaintenance of adequate accounting records in accordance with the provisions of Act havebeen taken for safeguarding the assets of the Company and for preventing and detectingfrauds and other irregularities; d.the annual accounts have been prepared on a goingconcern basis; and e.Proper systems have been devised to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
a) Statutory Auditor
The Company Auditors M/s. AMD & Co Chartered Accountants retire at theconclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.Pursuant to the provisions of Section 139 of the Companies Act 2013 (the Act') readwith Rule 6 of the Companies (Audit and Auditors) Rules 2014 the Audit Committee and theBoard have recommended their re-appointment as Auditors of the Company from the conclusionof the forthcoming Annual General Meeting till the conclusion of the next Annual GeneralMeeting of the Company.
The Company has received a written consent to such appointment from M/s. AMD & CoChartered Accountants and a certificate that the appointment if made shall be inaccordance with the criteria as specified in Section 141 of the Act. As required underClause 49 of the Listing Agreement the Auditors have also confirmed that they hold avalid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India. b) Secretarial Auditor Pursuant to the provisions of Section 204 ofthe Companies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Board of Directors had appointed M/s. SARK & AssociatesCompany Secretaries in Practice to undertake the Secretarial Audit of the Company for thefinancial year 2015-2016. The Report of the Secretarial Auditor is annexed herewith asAnnexure II and forms an integral part of this Report.
Risk Management And Internal Controls
The Company has a well-defined risk management frame work in place. The details of therisks faced by the Company and the mitigation thereof are discussed in detail in theManagement Discussion and Analysis report that forms part of the Annual Report.
Reports on Corporate Governance and Management Discussion & Analysis
The reports on Corporate Governance and Management Discussion and Analysis for the yearunder review as stipulated under Clause 49 of the Listing Agreement form part of theAnnual Report. The certificate from the Auditors of the Company confirming compliance withthe conditions of Corporate Governance is annexed to the Corporate Governance Report.
Particulars of Contracts or Arrangements with Related Parties
The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC- 2 are appended as Annexure III.
Particulars of Employees and Related Information
In terms of the provisions of Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining the disclosures pertaining to remuneration and other details as required underthe Act and the above Rules are provided in the Annual Report. The disclosures asspecified under Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 have been appended to this Report as Annexure IV. Board meetingsThe Board meets at regular intervals to discuss and decide on the Company's policies andstrategy apart from other Board matters. During the financial year 2015-16 fifteen boardmeetings were held on May 29 2015 August 13
2015 November 6 2015 and February 09 2016. The gap between the two boards meetingsdid not exceeds 120 days. Extract of Annual return Pursuant to the requirement undersection 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (management andadministrative) Rules 2014 an extract of Annual return in prescribed Form MGT 9 is givenin the report as Annexure IV. Conservation of Energy technology Foreign Exchange earningand Outgo In the view of nature of activities which are being carried on by the companythe particulars as prescribed under Section134 (3) (m) of the Act read with Companies'(Accounts) Rules 2014 regarding Conservation of Energy and Technology Absorption andresearch and development are not applicable to the Company.
Listing Of Shares of The Company
The Equity Shares of your Company continue to remain listed on Bombay Stock ExchangeLtd. The Company has paid the listing fees as payable to the BSE Ltd. for the financialyear 2015-16 on time. V igil Mechanism/Whistle Blower Policy The Company has established avigil mechanism to provide appropriate avenues to the Directors and employees to bring tothe attention of the Management the concerns about behavior of employees that raiseconcerns including fraud by using the mechanism provided in the Whistle Blower Policy. Thedetails of the said Policy are included in the Report on Corporate Governance which formspart of the Annual Report.
During the financial year 2015-16 no cases under this mechanism were reported in theCompany and any of its subsidiaries/ Associates.
Policy for Prevention Prohibition and Redressal of Sexual Harassment of Women atWorkplace:
The company has framed policy in accordance with The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
During the financial year 2015-16 no cases in the nature of sexual harassment werereported at our workplace of the company.
Management Discussion and Analysis Report
Further a separate Management Discussion and Analysis Report covering a wide range ofissues relating to Industry Trends Company Performance SWOT analysis Corporate ProcessBusiness Outlook among others is annexed to this Report.
Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification
The Chief Executive Officer and Chief Financial Officer Certification as required underClause 49 of the Listing Agreements and Chief Executive Officer declaration about the Codeof Conduct is Annexed to this Report. Acknowledgements The Directors express their sinceregratitude to the BSE Limited National Stock Exchange of India Limited Ministry ofFinance Ministry of Corporate Affairs Registrar of Companies National SecuritiesDepository Limited other government and regulatory authorities financial institutionsand the bankers of the company for their ongoing support.
The Directors also place on record their sincere appreciation for the continued supportextended by the Company's stakeholders and trust reposed by them in the Company. TheDirectors sincerely appreciate the commitment displayed by the employees of the Companyresulting in satisfactory performance during the year.
|On behalf of the Board of Directors |
|Ketu Parikh |
|(Managing Director) |
|DIN - 00185343 |
|Date: 12.08.2016 |
|Place: Vasai |