Your Directors have pleasure in presenting this Directors Report on the affairs of theCompany together with the Audited Statement of Accounts for the year ended on 31stMarch 2016.
1. Financial Summary or performance of the company:
| || ||(Rs. in Lacs) |
|PARTICULARS ||YEAR ENDED 31.03.2016 ||YEAR ENDED 31.03.2015 |
|Income for the year ||450.80 ||283.28 |
|Profit before Interest Depreciation and Tax ||(10.892.31) ||(131.41) |
|Less: Financial charges ||- ||03.05 |
|Depreciation ||181.63 ||117.75 |
|Provision for Taxations/Deferred Tax ||- ||(54.63) |
|Prior Period Items/Extra Ordinary Items ||- ||- |
|Net Profit/Loss for the current year ||(10892.31) ||(76.72) |
2. OPERATIONS OF THE COMPANY
During the FY 2015-16 the Company has reported Net loss of Rs. (10892.31) lacs and inprevious year Company has reported Net Loss of Rs. (76.72) lacs
3. SHARE CAPITAL
The paid up Equity Share Capital as on March 31 2016 was 6300 lakhs. During the yearunder review the Company has neither issued any shares nor granted stock options norsweat equity
In view of the Loss incurred by the Company during the current financial year yourDirectors do not recommend payment of any dividend for the year.
Dr. V. K. Sukumaran will retire by rotation at the ensuing Annual General Meeting andbeing eligible offer himself for reappointment.
6. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS.
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the note nos. 11 and 16 to the StandaloneFinancial Statements. The company has not made any investments.
7. CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility has been an integral part of the way in which yourcompany does business. Company had loss during Financial Year 2015-16 so no CSR amountspend during Financial Year 2015-16.
8. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has an internal financial control system commensurate with the size andscale of its operations and the same has been operating effectively
9. AUDIT COMMITTEE
Your Directors have in compliance with the provisions of Section 177 of the CompaniesAct 2013 and SEBI (Listing Obligations & Disclosure Requirement) Regulations 2015constituted the Audit Committee of the Board. As on date the members of the AuditCommittee are Mr. Ronindra Nath Ghose Dr. V. K. Sukumaran and Mrs. SandhyaManoharBeedkar
10. DIRECTORS/KEY MANAGERIAL PERSONNEL
|Name of Director ||Mrs. Sandhya Manohar Beed ||Mr. Ronindra Nath Ghose ||Mr. C.D. Nathan ||Dr. V.K. Sukumaran |
|Type ||Non-Executive Independent Director ||Non-Executive Independent Director ||Executive Director And CFO ||Managing Director |
|Date of Birth ||20/04/1978 ||04/01/1950 ||26/10/1957 ||28/01/1966 |
|Date of Appointment ||14/08/2014 ||11/02/2013 ||10/01/2013 ||17/02/1998 |
|Qualification ||Graduate ||Mechanical Engineer ||B.Com ||Mechanical Engineer |
|No. of Equity Shares ||NIL ||NIL ||NIL ||83050800 |
|Expertise in Specific ||Legal and Corporate ||Business Consultant ||Finance ||Business Consultant |
|Directorships held i n other Companies ||1 ||NIL ||2 ||7 |
|Particulars of Committee Chairmanship/ Members hip held in other ||NIL ||NIL ||NIL ||NIL |
|Relationship with other Directors inter-se ||None ||None ||None ||None |
11. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 Clause 49 of the ListingAgreement SEBI (Listing Obligations & Disclosure Requirement) Regulations 2015 theBoard has carried out an annual performance evaluation of its own performance theindividual directors as well as the evaluation of the working of its Committees. Themanner in which the evaluation has been carried out has been explained in the CorporateGovernance Report.
During the year Four Board Meetings were convened and held the details of which aregiven more specifically in the Corporate Governance Report.
13. COMMITTEES OF THE BOARD
The details of all the Committees of the Board including the Audit Committee alongwith their charters composition and meetings held during the year are provided in theReport on Corporate Governance which forms part of this Annual Report.
14. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act 2013 the Board ofDirectors of your Company hereby confirms:
i) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures if any;
ii) your Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2016 and its loss for theyear ended on that date;
iii) your Directors had taken proper and sufficient care for the maintenance ofadequateaccounting records in accordance with theprovisions of the Act for safeguardingtheassets of the Company and for preventing anddetecting fraud and other irregularities
iv) your Directors had prepared the AnnualAccounts for the year ended March 31 2016 ona going concern basis.
v) the Directors had laid down internal financial controls which are followed by thecompany and that such internal financial controls are adequate and are operatingeffectively.
vi) the Directors had devised proper systemsto ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.
15. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onarms length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the company at large.
All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval wherever required. Prior omnibus approvals of the Audit Committee wereobtained for theTransactions of repetitive nature. The transactions entered into pursuantto the omnibus approval ofthe Audit Committee were placed before the Audit Committee forits review on a quarterly basis. The Company has framed a policy on Related PartyTransaction for purpose of monitoring of such transactions.
16. FIXED DEPOSITS
Your Company has not accepted or renewed any deposits under Chapter V of Companies Act2013 during the year under review.
a) STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Rulesframed thereunder as amended from time to time the Board of Directors recommend theappointment of M/s J.Maitra & Associates Chartered Accountants (Firm RegistrationNo.119676W) as Auditors of the Company to hold office from the conclusion of this AnnualGeneral Meeting (AGM) till the conclusion of the next AGM of the Company to be held in theyear 2017.
The Auditor's report on the Financial Statements of the Company for the financial year2015-16 contain qualifications reservations or adverse remark. The board is in theprocess to resolve the qualifications at the earliest.
b) SECRETARIAL AUDITORS
Pursuant to provision of Section 204 of Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company is inprocess to undertake to Secretarial Audit.
18. CORPORATE GOVERNANCE
Your Company as listed in compliance with SEBI Listing Obligations & DisclosureRequirement a detailed Report on Corporate Governance is enclosed as a part of thisAnnual Report in regards to compliance of the conditions of Corporate Governance asstipulated under SEBI Listing Obligations & Disclosure Requirement is appended tothis Annual Report and forms part of this Directors' Report.
19. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure-A" to this report.
20. PARTICULARS OF EMPLOYEES
None of the employee has received remuneration exceeding the limit as stated in rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
21. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
In view of the nature of activities which are being carried on by the Companyprovisions regarding conservation of energy and technology read with Section 134(3)(m) ofthe Companies Act 2013 and Rule 8(3) of the Companies (Accounts) Rules 2014 are notapplicable.
22. FOREIGN EXCHANGE EARNINGS AND OUTGO
There were no Foreign Exchange earnings or outgo during the year under review.
23. SIGNIFICANT AND MATERIAL ORDERS
There were no significant and material orders passed by any Regulators or Courts orTribunals during the year March 31 2016 impacting the going concern status and company'soperations in future.
The Directors express their deep gratitude and thank the Central and State Governmentsas well as their respective Departments and Development Authorities connected with thebusiness of the Company contractors and consultants and also Banks FinancialInstitutions shareholders debenture holders and employees of the Company for theircontinued support and encouragement.
| ||For and on behalf of the Board of Directors |
|Place: Navi Mumbai || |
|Dated: 11th May 2016 ||Dr V K Sukumaran |
| ||Chairman & Managing Director |
| ||DIN:01097429 |