To the Shareholders
Your Directors take pleasure in presenting the 22nd Annual Report and theAudited Financial Statements of the Company for the year ended 31st March 2015.
The financial performance of the Company for the financial year ended 31stMarch 2015 is summarized below:
(Rs. in Lacs)
|Particulars ||2014-2015 ||2013-2014 |
|Sales and other Income ||18.26 ||17.46 |
|Profit / (Loss) before Depreciation and Tax ||8.40 ||1.05 |
|Depreciation ||26.74 ||27.62 |
|Profit / (Loss) Before Tax ||(18.34) ||(26.57) |
|Provision for Tax ||- ||- |
|Provision for Deferred Tax ||- ||(4.53) |
|Prior Year Tax Adjustment ||- ||- |
|Profit / (Loss) After Tax ||(18.34) ||(22.04) |
STATE OF COMPANYS AFFAIR:
Your Company has received income of Rs.18.26 lakhs during the year as against Rs.17.46lakhs in the previous years from interest on surplus amount invested by the Companyfurther the Company has incurred loss of Rs.18.34 lakhs as against the loss of Rs.22.04lakhs in the previous year. Your Company is not able to achieve the desired level ofoperations in the current financial year.
EXTRACT OF THE ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act 2013 read with rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of the Annual Return inform MGT - 9 as required attached herewith as Annexure - A.
Since the Company has suffered loss during the year and in order to conserve thereserves to meet the needs of business operation the Board of Directors has decided notto recommend any dividend for the financial year.
TRANSFER TO RESERVES:
Your Company has suffered loss during the financial year and has not transferred anyamount to the reserves maintained by the Company.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION:
There are no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of this report.
SUBSIDIARY ASSOCIATES AND JOINT VENTURE COMPANY:
Your Company does not have any Subsidiary Associate Company or Joint Venture andtherefore the requirements of sub Section (3) of Section 129 of Companies Act 2013 willnot be applicable to the Company.
DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF COMPANIES ACT 2013:
Your Company has not accepted any fixed deposits from the public under Chapter V(Acceptance of Deposits by Companies) of the Companies Act 2013 and is therefore notrequired to furnish information in respect of outstanding deposits under and Companies(Acceptance of Deposits) Rules 2014.
BOARD OF DIRECTORS COMPOSITION:
During the year the Board of Company comprises of the following four (4) Directors:
1. Mr. Dilip Kumar Das
2. Mr. Hari Shankar Prasad Chanau
3. Mr. Vishnubhai Patel
4. Ms. Manju Maheshwari
RETIREMENT BY ROTATION:
Due to change in Directorship none of the directors are liable to retire by rotation.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review Mr. Shiw Prakash Rajbhar resigned from the post ofDirector w.e.f. 8th January 2015 and Mr. Vishnubhai B. Patel was inducted tothe Board and appointed as an additional director in the Board meeting held on 24thDecember 2014. The Board proposes to appoint him as a Director liable to retire byrotation in the forthcoming Annual General Meeting (AGM) for which your Company hasreceived the notice under Section 160 of the Companies Act 2013 proposing his candidaturefor the post of the Director of the Company.
Ms. Manju B. Maheshwari (DIN: 03061384) joined the Board of your Company and w.e.f. 31stMarch 2015 as Additional Director under category of Independent Director for aperiod of 5 year. Now in terms of the provisions of Section 149 150 152 160 read withSchedule IV and other applicable provisions if any of the Companies Act 2013 read withCompanies (Appointment and Qualification of Director) Rules 2014 it is proposed toappoint her as an Independent Director of the Company to hold the office for a term of 5(five) consecutive years upto 30th March 2020. The brief resume of theaforesaid Directors and other information have been given in the notice of the AGM. TheCompany has received declaration under Section 149 (6) of the Companies Act 2013confirming that she meets the criteria of Independence.
Further to broad base the Board of the Company Mr. Alnoor Surani and Mr. AhmedDawoodani Rahemtulla were appointed on the Board as Additional Directors w.e.f. 14thAugust 2015 under Section 161 of the Companies Act 2013 and the term of the AdditionalDirector come to an end at the ensuing Annual General Meeting your Company has receivednotices from the members proposing the their candidature for the Directorship of theCompany liable to retire by rotation.
FORMAL ANNUAL EVALUATION OF BOARD COMMITTEE AND INDIVIDUAL DIRECTORS:
The Company with the approval of its Nomination and Remuneration Committee has put inplace an evaluation framework for formal evaluation of the performance of the Board itsCommittees and the individual Directors. The evaluation was done through questionnairesreceipt of regular inputs and information functioning performance and structure of BoardCommittees ethics and values skill set knowledge and expertise of Directors leadershipetc. The evaluation criteria for the Directors was based on their participationcontribution and offering guidance to and understanding of the areas which are relevant tothem in their capacity as members of the Board.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has such internal financial controls commensurate with the size of theCompany to provide a true and fair view of the financial statements and has laid down suchstandards and processes which ensures that the same are adequate and operatingefficiently.
NUMBER OF MEETINGS OF THE BOARD:
The Board of Directors of the Company met at regular intervals during the year todiscuss on the past and prospective business of the Company.
The Board met 8 (eight) times during the financial years 2014 - 2015 on 30thMay 2014; 14th August 2014; 3rd September 2014; 14thNovember 2014; 24th December 2014; 8th January 2015; 14th February2015 and 31st March 2015. The name of the Directors and their attendance atBoard Meeting / Committee meeting during the year are set out in detail in the CorporateGovernance Report which forms part of the Annual Report.
STATUTORY AUDITOR AND AUDIT REPORT:
At the AGM held on 30th September 2014 the members had approved the appointment of M/sK.R. Tiwari & Co. (FRN 11103W) Chartered Accountants as Statutory Auditors of theCompany for a period of five years from the conclusion of 21st AGM until theconclusion of 26th AGM. In terms of the provisions of the Companies Act 2013the Shareholders are required to ratify the appointment of M/s K.R. Tiwari & Co.Chartered Accountant at the ensuing Annual General Meeting.
There are no qualifications reservation or adverse remarks made by the statutoryauditors in the audit report.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
Pursuant to Section 204 of the Companies Act 2013 the Company has appointed M/sShreyans Jain & Co. Practicing Company Secretaries Mumbai as its Secretarial Auditorsto conduct the Secretarial Audit of the Company for the FY 2014 - 15. The Company hasprovided all the assistance and facilities to the Secretarial Auditor for conducting theiraudit. The report of Secretarial Auditor for the Financial Year 2014 - 15 is annexed tothis report as Annexure - B.
DIRECTORS EXPLANATION FOR THE OBSERVATIONS OF SECRETARIAL AUDITOR:
With respect to the observations of the Secretarial Auditor in their report regardingdelayed filings with Registrar of Companies; non appointment of whole time Key ManagerialPersonnel; failure to provide e-voting facility at the Annual General Meeting your Boardwish to inform that in view of poor financial performance of the Company it's not able toappoint suitable candidate and not able to provide the e-voting facility etc and theCompany is working under the supervision of the Board. Further the Board is on lookout forsuitable candidates for the whole time managerial personnel for better performance of theCompany.
DIRECTORS RESPONSIBILITY STATEMENT:
Your Directors in terms of Section 134(5) of the Companys Act 2013 confirm that:
a) All applicable Accounting Standards have been followed in the preparations of theannual accounts with proper explanation relating to material departures;
b) they have selected such Accounting Policies and applied them consistently madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as of 31.03.2015 and of the loss of the Company forthat period;
c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provision of the Act for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the Annual Accounts on a going concern basis as stated in thenotes on accounts;
e) they have laid down the stringent internal financial controls and that such internalcontrols are adequate and are operating adequately; and
f) they have devised proper system to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
DISCLOSURES AS PER SECTION 134 (3)(m) OF THE COMPANIES ACT 2013 FOR CONSERVATION OFENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
Considering the nature of the Business of your Company there are no such particularswhich are required to be furnished in this report pertaining to conservation of energy andtechnology absorption.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year the Foreign Exchange earnings and outgo of the Company are amounted toRs. Nil.
The Company has Audit Committee constituted under the chairmanship of Mr. Dilip KumarDas in accordance with the provisions of Section 177(1) of the Companies Act 2013 andclause 49 of the listing agreement. The composition of the Committee and other details asrequired to be disclosed have been mentioned in the Report of Corporate Governance. TheCommittee met 4 (four) time during the financial year 2014 - 2015.
NOMINATION AND REMUNERATION COMMITTEE:
The Company strives to maintain an appropriate combination of executive non-executiveand Independent Directors. In terms of provisions of Section 178 of the Companies Act2013 the Nomination and Remuneration Committee constituted considers and recommends theBoard on appointment and remuneration of Director and Key Managerial Personnel and theCompany's Nomination and Remuneration Policy is attached as Annexure - C.
The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowerscan raise and report genuine concerns relating to reportable matters such as breach ofcode of conduct fraud employee misconduct misappropriation of funds health and safetymatters etc. the mechanism provides for adequate safeguards against victimization ofWhistle Blower who avail of such mechanism and provides for direct access to the chairmanof the Audit Committee. The functioning of the Whistle Blower policy is being reviewed bythe Audit Committee from time to time. None of the Whistle Blower has been denied accessto the Audit Committee of the Board.
DETAILS OF CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES:
As required in terms of provisions of Section 188 of the Companies Act 2013 thedetails of certain contracts / arrangements with related parties are required to bedisclosed in form AOC-2 as a part of this report however during the year your Company hasnot entered into any such contract / arrangements with related parties.
DETAILS OF SIGNIFICENT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS / TRIBUNALSIMPECTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There are no such significant and material orders passed by any regulators / courts /tribunals which impacts the going concern status of the Company and Company's operation infuture.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your Company does not met any of the criteria mentioned in Section 135 of CompaniesAct 2013 and therefore is not required to comply with the requirements mentioned therein.
The Board of Directors is overall responsible for identifying evaluating mitigatingand managing all significant kinds of risks faced by the Company. The Board approved RiskManagement policy which acts as a statement of intent and establishes the guidingprinciples by which key risks are managed in the Company. The Board itself monitors andreviews the risks which have potential bearing on the performance of the Company and inthe opinion of the Board there is no risk faced by the Company which threatens itsexistence.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In accordance with SEBI circular CIR/CFD/POLICY CELL/7/2014 dated 15thSeptember 2014 the Company even though being an listed entity is not mandatorily requiredto report on the compliances with Clause 49 of the Listing Agreement since the Companydoes not falls under the criteria attracting the obligations to adhere to the compliancewith clause 49 of the Listing Agreement executed with Stock Exchanges. However the Boardhas approved and decided to continue to comply with the mandatory requirements ofCorporate Governance as stipulated under clause 49 of the Equity Listing Agreement andaccordingly the Report on Corporate Governance forms part of the Annual Report asAnnexure - D. The requisite Certificate from the Statutory Auditors of Company M/s. K. R.Tiwari & Co. regarding compliance with the conditions of Corporate Governance asstipulated in Clause 49 of Equity Listing Agreement is annexed to this Report.
The report on Management Discussions and Analysis forms part of this report.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197 (12) of the Companies Act 2013 read with theRule 5(2) of the Companies (Appointment and Remuneration) Rules 2014 as amended fromtime to time the Company is required to disclose the ratio of the remuneration of eachdirector to the median employees remuneration and such other details however thereare no such details for reporting under this clause.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:
Details of the loans made by the Company to other body corporate or entities are givenin notes to financial statements.
INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013:
The Company believes in creating an environment for its employees which is free fromdiscrimination. The Company culture embraces treating everyone with dignity and Respectand believes in equality irrespective of the gender of an employee. The Company iscommitted to take progressive measures to increase representation of women particularly atleadership level. During the year there are no such complaints and therefore not requiredto be reported.
The Directors thank the Companys customers vendors investors businessassociates and bankers for the support to the Company as also thank the GovernmentStatutory and Regulatory authorities. The Directors also appreciate and value thecontributions made by every employee of the Company.
For and on behalf of the Company
|Sd/- ||Sd/- |
|Dilip Kumar Das ||Vishnu Patel |
|Director ||Director |
|DIN: 03594093 ||DIN :05322281 |
|Place: Mumbai || |
|Date:30-05-2015 || |