To The Members
Your Directors are glad to present the 23rd Annual Report together with theAudited Financial Statements of the Company for the year ended March 31 2015.
| || ||(Rs. in lacs) |
|PARTICULARS ||COMPANY |
| ||31.03.2015 ||31.03.2014 |
|Gross Income ||3.30 ||103.60 |
|Total Expenditure ||128.35 ||163.46 |
|Depreciation ||- ||12.04 |
|Net Profit/(Loss) before taxes ||(811.15) ||(71.90) |
|Add Deferment tax liability ||20.78 ||4.18 |
|Provision for Income Tax ||- ||- |
|Net Profit/(Loss) after tax. ||(790.37) ||(67.72) |
REVIEW OF BUSINESS OPERATIONS
During the financial year under review the company has not taken any businessactivity except sale of unutilized Assets.
The statics given above shows that the companys total turnover and other incomeis Rs. 3.30 lacs. There has been a total loss amounting Rs 790.37 lacs as per balancesheet.
As required under the Corporate Governance the Management Discussion and Analysisforming part of this report reflects the current status of affairs of the business.
NATURE OF BUSINESS
There has been no change in the nature of business of the company during the year.
Pursuant to the requirement of Accounting Standard 17 issued by the Institute ofChartered Accountants of India is reported that besides trading of Computer paper. Thecompany had developed the technology Micro Algae for Fuel Feed & Mitigation of Fuelgases and looking for the suitable manufacturer for the transfer of the technology oncommercial basis.
LISTING OF SHARES
The Equity Shares of the Company are listed on the BSE Limited (formerly Bombay StockExchange Ltd.) and the Company has paid the Annual Listing Fees to BSE for the financialyear 2014-15 as well as for 2015-16.
The Authorized Share Capital of the company consists of Rs. 800000000/- divided into80000000 equity shares of Rs. 10/- each. The Issued Subscribed & Paid up Capitalis Rs. 78 44 90950/- divided into 7 84 49095 equity shares of Rs. 10/- each.
A separate section on Corporate Governance forming part of the Directors Reportand the certificate from the Practicing Company Secretary confirming compliance ofCorporate Governance norms as stipulated in Clause 49 of the Listing Agreement with theIndian Stock Exchanges is included in the Annual Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual return in Form MGT -9 asrequired under Section 92 of the Companies Act 2013 is included in this Report asAnnexure II and forms an integral part of this Report.
NUMBER OF MEETINGS OF THE BOARD
The details of the number of meetings of the Board held during the Financial Year2014-15 forms part of the Corporate Governance Report.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement in terms of section134(3)(c) of the Companies Act 2013:
i. In the preparation of annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures.
ii. The Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that period.
iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv. The annual accounts have been prepared on a going concern basis.
v. That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
vi. That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
NOMINATION & REMUNERATION COMMITTEE POLICY
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management Personnel of theCompany. This policy also lays down criteria for selection and appointment of BoardMembers. The detail of this policy is explained in the Report on Corporate Governanceprepared in accordance with Clause 49 of the Listing Agreement.
APPOINTMENT OF INDEPENDENT AUDITOR
M/s. Ravinder Rameshwar & Associates Chartered Accountants House No. 3488 Sector23 D Chandigarh having firm registration no. 020237N as Statutory Auditors of theCompany to hold office till the conclusion of the 28th AGM of the Company inplace of the resigning Auditors M/s. N. Kumar & Company Chartered Accountant who haveresigned as statutory auditor of the company with effect from 5th September2015 to fill up the casual vacancy in this regard the Board of Directors be and are herebyauthorized to fix their remuneration and other out of pocket expenses incurred by them inconnection with statutory audit.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed Mr Prince Chadha Company Secretary in Practice(C.P. No. 12409) to undertake the Secretarial Audit of the Company. The Secretarial AuditReport is included as Annexure-III and forms an integral part of this Report.
COMMENTS OF MANAGEMENT ON QUALIFICATION OF SECRETARIAL REPORT
The acts specified in Report are being implemented.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY
Details of Loans Guarantees and Investments covered under the provisions of Section 186of the Companies Act 2013 are given in the notes to Financial Statements.
RELATED PARTY TRANSACTIONS
Related Party Transactions under Clause 49 of the Listing Agreement are defined as thetransactions of the Company of a material nature with its promoters the directors or themanagement their subsidiaries or relatives etc. that may have potential conflict withthe interests of the Company at large. The detail of this transaction is explained in theCorporate Governance Report.
In the wake of loss your Board of Directors did not recommend the payment ofDividend for the financial year ended 31st march 2015.
RISK MANAGEMENT POLICY
The risk management framework defines the risk management approach of the Company andincludes periodic review of such risks and also documentation mitigating controls andreporting mechanism of such risks. Some of the risks that the Company is exposed to are:
Risks of Specific Nature
Company as a part of normal business monitoring review and development plansidentifies the specific risks for each business segment and develops necessary action planto minimise the impact of same on business performance.
Company recognizes that risk is an integral and unavoidable component of business andis committed to managing the risk in a proactive and effective manner. The Companybelieves that the Risk cannot be eliminated but it can be better managed by
Transferred to another party who is willing to take risk say by buying aninsurance policy or entering into a forward contract in case of business involving use ofForeign exchange;
Reduced by adopting good internal controls;
Avoided by not entering into risky businesses;
Retained to either avoid the cost of trying to reduce risk or in anticipationof higher profits by taking on more riskand;
Shared by following a middle path between retaining and transferring risk.
Risk Management Framework
Company adopts systematic approach to mitigate risks associated with accomplishment ofobjectives operations revenues and compliance with the regulations. The Company believesthat this would ensure mitigating steps proactively and help to achieve the riskmanagement effectively.
The Company has constituted a Risk Management Committee of Chief Executive OfficerChief Operating Officer Chief Financial Officer Chief Marketing Officer and BusinessHeads as its regular members and other senior functional heads on invitation basis. TheCommittee is committed to review periodically the various risks associated with theCompany and report the same to the Board.
Focus of the Company is on the three key elements viz. Risk Assessment /Identification Risk Management and Risk Monitoring.
Potential Risks are identified and analyzed considering likelihood and itsimpact as a basis for determining how they should be managed.
Risk Assessment consists of a detailed study of threats and vulnerability andresultant exposure to various risks.
Based on the assessment and identification of the risks the committee decided theproactive steps for managing and monitoring these risks.
MECHANISM FOR EVALUATION OF BOARD
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement a structured procedure was adopted after taking into consideration the variousaspects of the Boards functioning composition of the Board and its variousCommittees execution and performance of specific duties obligations and governance.
The performance evaluation of the Independent Directors was completed well in time. Theperformance evaluation of the Chairman and the Non-Independent Directors was carried outby the Independent Directors. The Board of Directorsexpresses their satisfaction with theevaluation process.
In accordance with the provisions of Section 152 of the Companies Act 2013 and as perthe terms of the Articles of Association of the Company Mr.Deepak Kumar retires byrotation at the ensuing Annual General Meeting and he being eligible offered himself forthe Re-appointment.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the Criteria of Independence as prescribed both under Subsection (6) of Section 149 of the Companies act 2013 and under Clause 49 of the listingAgreement with the Stock Exchanges.
The company has not accepted any deposits from public during the year under review.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no Material changes and commitments in the business operations of the Companyfrom the financial year ended 31st March 2015 to the date of signing of theDirectors Report.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THEFINANCIAL STATEMENTS
A strong internal control culture is an important focus and thrust area in the company.The company has comprehensive internal systems controls and policies for all the majorprocesses to ensure the reliability of financial reporting timely feedback on achievementof operational and strategic goals compliance with policies procedures laws andregulations safeguarding of assets and economical and efficient use of resources.
The formalized systems of control facilitate effective compliance as per Clause 49 ofthe Listing Agreement. The company also has well documented Standard Operating Procedures(SOPs) for various processes which are periodically reviewed for changes warranted due tobusiness needs.
All significant audit observations are reviewed periodically and follow-up actionsthereon are reported to the Audit Committee. The Audit Committee also meet thecompanys Statutory Auditors and Internal Auditors to ascertain their views on thefinancial statements including the financial reporting system compliance to accountingpolicies and procedures the adequacy and effectiveness of the internal controls andsystems followed by the company.
The top and senior management of the company also assesses opportunities forimprovement in business processes systems and controls provides recommendationsdesigned to add value to the organization and follows up on the implementation ofcorrective actions and improvements in business processes.
The senior management of the company meets periodically to assess the performance ofthe each business segment and key functions of the company and areas for improvement ofperformance / controls are identified and reviewed on continuous basis.
The Company maintained healthy cordial and harmonious industrial relations at alllevels. The enthusiasm and unstinting efforts of employees have enabled the Company toimprove its position.
PARTICULARS OF THE EMPLOYEES
The Company had no employee during the year whose particulars are required to bedisclosed under Section 217(2A) of the Companies Act 1956 read with the Companies(Particulars of Employees) Rules 1975 amended from time to time.
NOTE ON ACCOUNTS
The observations of the auditors and notes on accounts are self-explanatory. TheCompany has complied with the provisions of all accounting standards which are applicableas on date.
DECLARATION BY INDEPENDENT DIRECTOR
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Clause 49 ofthe Listing Agreement.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Board of Directors of the Company has adopted Whistle Blower Policy .The WhistleBlower Policy aims for conducting the affairs in a fair and transparent manner by adoptinghighest standards of professionalism honesty integrity and ethical behavior. Allpermanent employees of the Company are covered under the Whistle Blower Policy.
A mechanism has been established for employees to report concerns about unethicalbehavior actual or suspected fraud or violation of Code of Conduct and Ethics. It alsoprovides for adequate safeguards against the victimization of employees who avail of themechanism and allows direct access to the Chairperson of the Audit Committee inexceptional cases.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed Report on Management Discussion and Analysis pursuant to Clause 49 of theListing Agreement is annexed to this report as Annexure .
CASH FLOW STATEMENT
In conformity with the provisions of Clause 32 of the Listing Agreement the Cash FlowStatement for the year ended on 31st March 2015 forms an integral part of the FinancialStatements.
Your Directors place on record their appreciation for the significant contribution madeby all the employees who through their competence hard work solidarity andco-operation have enabled the Company to perform better.
The Board wishes to place on record its appreciation for the support and co-operationthat the Company received from its suppliers distributors retailers and otherassociates. The Company has always looked upon them as partners in its progress and hashappily shared with them rewards of growth. It will be Companys endeavor to buildand nurture strong links based on mutuality respect and co-operation with each other andconsistent with customer interest.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUT GO.
a) CONSERVATION OF ENERGY
i. Staggered Lighting System i.e. separate switches for separate sections are providedso that only required areas are lighted.
ii. Conventional Lighting Equipment is being replaced by Energy Saving Devices in aphased manner.
b) TECHNOLOGY ABSORPTION ADOPTION AND INNOVATION
The Company has been involved in material cost reduction improving the quality ofproducts. The wastage has been completely controlled by making of the general stationeryitems and adding rolls from left-over paper.
c) FOREIGN EXCHANGE EARNINGS & OUT GO
No information is required under this head.
The Directors wish to convey their appreciation to all of the Companys employeesfor their enormous efforts and contribution to the Companys record performance. TheDirectors would also like to thank the shareholders customers dealers suppliersbankers and all other business associates for the continuous support given by them to theCompany and their confidence in its management.
|Place : Jalalabad ||RANA WATTS |
|Date : 20.04.2015 ||Managing Director |