Your Directors have pleasure in presenting 42nd Annual Report and theAudited Statement of Accounts of your Company for the year ended 31st March2015 .
The salient features of the Companys working for the year under review are asunder:
(Rs In lacs)
| ||Year Ended ||Year Ended |
| ||31.03.2015 ||31.03.2014 |
|Sales and other Income ||3384.07 ||2446.14 |
|Gross Profit / (Loss) for the year before Depreciation || || |
|Exceptional item & Taxation ||19.82 ||(20.40) |
|Depreciation ||8.62 ||5.60 |
|Profit / ( Loss ) Before Exceptional item & Taxation ||10.31 ||(26.00) |
|Provision for Taxation (net) ||0.13 ||(0) |
|Deferred Tax ||(1.31) ||0.35 |
|Net Profit / ( Loss ) ||11.49 ||(25.65) |
During the year under review the Company has recorded receipts of Rs. 33.82 Lacs ascompared to Rs. 24.46 Lacs in the previous year and net Profit of Rs.11.49 Lacs ascompared to Loss of Rs. 25.65 Lacs In the previous year.
With a view to conserving the resources of your company your Directors have decidednot to recommend Dividend for the year.
Material Changes and Commitment Affecting Financial Position of the Company
There are no material changes and commitments affecting the financial position of theCompany which has occurred between the end of the financial year of the Company i.e. 31March 2015 and the date of the Directors report.
In terms of Sections 149 152 and all other applicable provisions of the Companies Act2013 for the purpose of determining the Directors liable to retire by rotation theIndependent Director are not included in the total number of Directors of the Company.Accordingly Mrs. Tej Dalal (holding DIN 01723773) Director shall retire by rotation atthe ensuing Annual General Meeting and being eligible has offered herself forre-appointment as a Director of the Company.
Necessary resolution for the re-appointment of the Director seeking re-appointment hasbeen included in the Notice of the ensuing Annual General Meeting which is being sent tothe shareholders along with Annual Report.
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 the Directorsindividually including Independent Directors Board as a whole with and of its variouscommittees on parameters such as skills knowledge participation in meetingscontribution towards Corporate Governance practices compliance with code of ethics etc.
Independent Directors in terms of Companies Act 2013 and Clause 49 of the ListingAgreement carried out performance evaluation of non-independent Directors Chairman ofthe Board and Board as a whole wit respect to knowledge to perform the role time andlevel of participation performance of duties and level of oversight and professionalconduct and independence. The Directors expressed their satisfaction with the evaluationprocess.
During the year ten Board Meetings were convened and held. The details thereof aregiven in the Corporate Governance Report. The intervening gap between the meetings waswithin the period prescribed under the Companies Act 2013.
Key Managerial Personnel
Mr. Rikeen Dalal and Mr. Samir Desai were appointed Chief Executive Officer (CEO) andChief Financial Officer (CFO) of the Company respectively before the Companies Act 2013came into force and they are also designated as the Key Managerial Personnel of theCompany.
Declaration by Independent Directors
Necessary declarations have been obtained from all the Independent Directors under sub section (7) of Section 149 of the Companies Act 2013.
Subsidiary Joint Venture or Associate Companies
During the year no Company has become or ceased to be a subsidiary joint venture orassociate of the Company.
Related Party Transactions
All transactions entered into with related parties as defined under the Companies Act2013 and Clause 49 of the Listing Agreement during the financial year were on anarms length basis and were in the ordinary course of business. There are nomaterially significant transactions with the related parties during the financial yearwhich were in conflict with the interest of the Company and hence enclosing of form AOC 2is not required. Suitable disclosure as required by the Accounting Standard (AS-18) hasbeen made in the notes to the Financial Statements.
Particulars of Loans Guarantees or Investments
Details of Loans Guarantees and Investments made by the Company pursuant to theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.
Business Risk Management
The Company manages and monitors principal risks and uncertainties that can impactability of the Company to achieve its targets/ objectives. Timely reports are placedbefore the Board for considering various risks involved in the Company business/operations. The Board evaluates these reports and necessary / corrective actions are thenimplemented.
A brief report on risk evaluation and management is provided under ManagementsDiscussion and Analysis Report forming part of this Annual Report.
Internal Financial Controls
The Company has in place adequate systems and procedures for implementation ofinternal financial control across the organization which enables the Company to ensurethat these controls are operating effectively.
Conservation of Energy Technology Absorption and Foreign Exchange Earning and Outgo
The Company does not own any manufacturing facility and hence the particulars relatingto conservation of energy and technology absorption as stipulated in the Companies(Accounts) Rules 2014 are not applicable. The Company has neither earned nor spent anyforeign exchange during the accounting year ended 2014-15
Corporate Social Responsibility (CSR)
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
Directors Responsibility Statement
The Directors would like to assure the Members that the financial statements for theyear under review conform in their entirety to the requirements of the Companies Act2013. The Directors confirm that :
a) the Annual Accounts have been prepared in conformity with the applicable AccountingStandards;
b) the Accounting Policies selected and applied on a consistent basis give a true andfair view of the affairs of the Company and of the profit for the financial year; c)sufficient care has been taken that adequate accounting records have been maintained forsafeguarding the assets of the Company; and for prevention and detection of fraud andother irregularities;
d) the Annual Accounts have been prepared on a going concern basis;
e) the internal financial controls laid down in the Company were adequate and operatingeffectively;
f) the systems devised to ensure compliance with the provisions of all applicable lawswere adequate and operating effectively.
Share Registrar & Transfer Agent
The Companys Registrar & Transfer Agents for shares is Bigshare ServicePrivate Limited (BSPL). BSPL is a SEBI registered Registrar & Transfer Agent. Thecontact details of BSPL are mentioned in the Report on Corporate Governance. Investors arerequested to address their queries if any to BSPL; however in case of difficulties asalways they are welcome to contact the Companys Compliance Officer the contactparticulars of which are contained in the Report on Corporate Governance.
Your Company has not accepted any deposit from the public during the year within themeaning of Section 73 to 76 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.
Particulars of Employees
The Company does not have any employee covered under the provisions of Rule 5 (2) ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andtherefore this information has not been furnished as part of this Report.
The prescribed particulars of employees required under Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached as AnnexureI and forms a part of this Report of the Directors.
The Company has a Vigil Mechanism and Whistle-Blower Policy to deal with instances offraud and mismanagement if any and conducting business with integrity including inaccordance with all applicable laws and regulations.
M/s S. P. Jain & Associates Chartered Accountants were appointed as statutoryauditors at previous AGM to hold office till the conclusion of 44th AGM subjectto ratification of the appointment by the members at every AGM. In terms of Section 139 ofthe Companies Act 2013 appointment of M/s S. P. Jain & Associates as Auditors of theCompany is recommended for ratification at the ensuing AGM.
The Auditors Report to the shareholders does not contain any reservationqualification or adverse remark.
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 Mrs. Grishma Khandwala Practicing Company Secretary (C.P. No. 1500) toundertake the Secretarial Audit of the Company. The Secretarial Audit report for thefinancial year ended 31st March 2015 is annexed herewith as Annexure III to this Report. The Secretarial Audit Report does not contain anyreservation qualification or adverse remark.
Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as Annexure II.
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:
a) Issue of equity shares with differential rights as to dividend voting or otherwise.
b) Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
c) Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.
d) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Companys operations in future.
e) During the year under review there were no cases filed or reported pursuant to theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
The Directors wish to take this opportunity to express their sincere thanks to theCompanys Bankers for their valuable support and the Shareholders for theirunflinching confidence in the Company.
A detailed report on Corporate Governance forms part of this Annual Report. TheAuditors Certificate on compliance with Corporate Governance requirements by theCompany is attached to the Report on Corporate Governance.
| ||FOR AND ON BEHALF OF THE BOARD OF DIRECTORS || |
| ||Rikeen P. Dalal ||Tej P. Dalal |
| ||Director ||Director |
|Place : Mumbai || || |
|Date : 18th August 2015 || || |