TO THE MEMBERS
Your Directors have pleasure in presenting the Tenth Annual Report on the business andoperations of the Company together with the Audited Statement of Accounts for the yearended March 31 2016.
Financial Results: (Amount in `)
|Particulars ||Year Ended 31-03-2016 ||Year Ended 31-03-2015 |
|Loss for the year before Interest Depreciation ||(6818090) ||(11852434) |
|and Taxes || || |
|Less: Finance Cost ||897451 ||362170 |
|Depreciation ||- ||17264325 |
|Exceptional Items ||- ||- |
|Loss before tax ||(7715541) ||(29478929) |
|Less: Provision for taxation ||- ||(1259330) |
|Loss after Tax ||(7715541) ||(28219599) |
|Accumulated Losses Brought forward from earlier ||(727281645) ||(655211424) |
|years || || |
|Balance carried forward to Balance Sheet ||(734997187) ||(727281645) |
Income Activities & Operations:
The turnover of the Company for the year under review has decreased to Nil as comparedto the previous year turnover of `116.38 lacs. The net loss of the Company before tax forthe current year is `77.16 lacs as compared to the loss of `294.79 lacs in the previousyear. The Company has decided not to provide for depreciation for the financial year2015-16 amounting to `229.92 lacs due to closure of factory unit located at Plot No.A-309 TTC Industrial Area MIDC Mahape Navi Mumbai 400 701.
Since the Company has incurred loss in the financial year 2015-16 the Board ofDirectors do not recommend any dividend.
Transfer to Reserves:
The Company does not propose to transfer to the General Reserve any amount on accountof the loss incurred during the year.
During the financial year 2015-16 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.
Corporate Governance Report:
In compliance with the provisions of Clause 49 of the Listing Agreement a separatereport on Corporate Governance along with a certificate from the Auditors on itscompliance forms an integral part of this Report.
The Equity Shares of the company are listed on Bombay Stock Exchange (BSE LTD) andNational Stock Exchange of India Limited. The company's shares are tradable compulsorilyin electronic form and the company has established connectivity with both thedepositories i.e. Central Depository Services (India) Ltd. & National SecuritiesDepository Ltd. Sharepro Services (India) Private Limited has been registered as the ShareTransfer Agent and Registrar of the Company. Shareholders are requested to send thematters relating to share transfers and/ or dematerialisation to the Company Registrars.In view of the numerous advantages offered by the depository system members are requestedto avail of the facility of dematerialisation of the company's shares on either of theDepositories as aforesaid. Total listing fees to Stock Exchanges and charges toDepositories not paid during the year amount to `743220/- and `260201/- respectively.
The paid up equity share capital as on March 31 2016 was `267000400/-. During theyear under review your Company did not issue any shares with differential voting rights/sweat equity.
Significant or Material Orders Passed By Regulators/Courts:
During the year under review there were no significant or material orders passed bythe regulators or courts or tribunals impacting the going concern status andCompanys operations in future.
Material Changes and Commitment Affecting Financial Position of the Company
There are no material changes and commitments affecting financial position of theCompany which have occurred between the end of the financial year of the Company i.e.March 31 2016 and the date of the Directors Report.
Corporate Social Responsibility:
With the enactment of the Companies Act 2013 and the Companies (Corporate SocialResponsibilty) Rules 2014 read with various clarifications issued by the Ministry ofCorporate Affairs every Company having the net worth of `500 crores or more or turnoverof `1000 or more or net profit of `5 crores or more during any financial year have tospend at least 2% of the average net profit of the Company made during the threeimmediately preceeding financial years. Accordingly the provisions of CSR activities underCompanies Act 2013 do not apply to your company.
Related Party Transactions:
All related party transactions that were entered into during the financial year were onarms length basis and in the ordinary course of business. All the related partytransactions are pre-approved by the Audit Committee. In view of this disclosure in theform AOC-2 has not been provided as the same is not applicable to the Company. During theyear the Company has not entered into any contract/arrangement with related parties whichcould be considered materially significant related party transactions. The details of thetransaction with Related Party are provided in the accompanying financial statements.
Joint Venture Company/Associates
The Company has no Joint Venture Company/Associates as on date of this Balance Sheet.
The Company has no subsidiary as on date of this Balance Sheet.
Consolidation of Accounts
In accordance with the Notification issued by the Ministry of Corporate AffairsGovernment of India to amend the Companies (Accounts) Rules 2014 vide notification dated14th October 2014 No. G.S.R. 723(E) in rule 6 after existing provision of the Companies(Accounts) Rules 2014.As such Consolidation of Accounts is not Applicable for the currentfinancial year.
Composition of Board
The board comprised with optimum combination of Executive and Non-Executive Directors.Board has two Independent Directors duly appointed as per the Provisions of the CompaniesAct 2013
During the year Four Board Meeting and Four Audit Committee Meeting were convened andheld.
Extract of Annual Return :
The details forming part of the Extract of Annual Return is annexed as per AnnexureA. Directors and Senior Management Personnel:
In accordance with the requirements of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Dharmesh Sukhadia retires by rotation and being eligibleoffer himself for reappointment. As required the requisite details of Director seekingre-appointment are included in the Annual Report. In compliance with the Companies Act2013 Mr. Hemang Engineer and Mr. Rohit Doshi appointed as Independent Director for theperiod of five years w.e.f April 01 2014. The said Directors will not be liable to retireby rotation.
Directors' Responsibility Statement:
Pursuant to the requirement under Section 134 (3)(c) of the Companies Act 2013 withrespect to Directors Responsibility Statement it is hereby confirmed:
(i) That in the preparation of the accounts for the financial year ended March 312016 the applicable accounting standards have been followed along with proper explanationrelating to material departures;
(ii) That the Directors have selected such accounting policies and applied themconsistently and made judgements and estimates that were fairly reasonable and prudent soas to give a true and fair view of the state of affairs of the Company for the year underreview;
(iii)That the Directors have taken proper and sufficient care for the 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 have prepared the accounts for the financial year ended March31 2016 on a 'going concern' basis.
(v) The Directors have laid down internal financial controls which are adequate andare operating effectively.
(vi)The Directors have devised proper system to ensure Compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.
Disclosure Relating to Remuneration of Directors Key Managerial Personnel andParticulars of Employees:
The Company has paid remuneration attracting the provision of Companies Section 197 ofthe Companies Act 2013 as amended. Hence the information required in respect ofDirectors/Employees of the Company is set out in Annexure B to thisReport.
Particulars of Energy Conservation Technology absorption & Foreign ExchangeEarnings and outgo:
Information as per Section 134 (3) (m) of the Companies Act 2013 read with theCompanies (Disclosure of Particulars in the Report of the Board of Directors)AccountsRules 2014 and forming part of the Directors' Report for the year ended March 31 2016 isannexed hereto.
M/s. Laxmikant Kabra & Co. Chartered Accountants retires as Auditors of theCompany at the ensuing Annual General Meeting and have given their consent forre-appointment.. In terms of the provisions of Section 139 of the Companies Act 2013 theappointment of Auditors of the Company requires approval of the shareholders by way of anordinary resolution. An appropriate resolution has been included in the Notice of theensuing Annual General Meeting for approval of the shareholders. As per the Companies(Cost Records and Audit) Rules 2014 on 30th June 2014 Cost Audit is no longer applicableon your Company.
Pursuant to the provision of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personal) Rules 2014 the company hasappointed M/s Shivam Sharma and Associates Company Secretary in Practice to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewithas "Annexure B" Auditors observations
With regard to the observations made by the auditors the management has already takensteps to strengthen the internal control system efforts are been made to clear theundisputed statutory dues and the Company has initiated steps for clearance of dues ofdomestic financial institutions and the bankers. The rest of the observations are selfexplanatory and no comments are required.
A certificate from auditors of the company on compliance of conditions of corporategovernance is annexed to this report. The management discussion and analysis report andcompliance report on corporate governance as required by clause 49 of the listingagreement forms part of this annual report. As required under Section 134 (3) (m) of theCompanies Act 2013 read with the Companies (Disclosure of Particulars in the Report ofthe Board of Directors)Accounts Rules 2014 the particulars relating to conservation ofenergy technology absorption and foreign exchange earnings and outgo are given as under:
Conservation of Energy
a) Energy conservation measures taken:
The Company has been making optimum use of electrical energy by regular maintenance andoverhauling of machines and equipment. Regular watch has been kept to prevent wastage ofenergy during production.
b) Additional investments and proposals if any being implemented for reduction ofenergy consumption
None c) Impact of the measures at (a) and (b) for reduction of energy consumptionand consequent impact on the cost of production
The above measures is expected to result in to the savings of consumption of electricalenergy. d) Total Energy Consumption per unit of production is as below: A. Power andFuel Consumption
|Electricity ||F.Y. 2015-16 ||F.Y. 2014-15 |
|Purchased ||Current Year ||Previous Year |
|Unit (KWH) ||N.A. ||150745 |
|Total amount ||N.A. ||1359718 |
|Rate / Unit ||N.A. ||9.02 |
B. Technology Absorption
The Management of the company is trying to absorb new technology in the manufacturingand other activity.
C. Foreign Exchange Earnings & Outgo
The following foreign exchange earnings and outgo were there during the year:Expenditure in Foreign Exchange: Nil (Previous Year Nil) Income in Foreign Exchange: Nil(Previous Year Nil)
The Directors record their thanks to all the banks for their co-operation. TheDirectors also acknowledged the cooperation received from all the shareholders officersand staff of the Company.
| ||For and on behalf of the Board of Directors |
| ||Sd/- |
|Place: Navi Mumbai ||Divyesh Sukhadia |
|Date: 06th September 2016 ||Chairman & Managing Director |