The Directors of your Company have pleasure in presenting the 34thAnnual Report on theaffairs of the Company together with theAuditedAccounts of the Company for thefinancialyearended 31st March 2015.
|The Financial Resultsfor the year are as under:- || ||(Rs in Lac) |
| ||2014-2015 ||2013-2014 |
|PARTICULARS || ||(6 Months) |
|Revenuefrom operations (Net) ||3826.21 ||2404.79 |
|Profit before Depreciation InterestsTax (PBDIT) ||76.60 ||(55.33) |
|Less: Interests Financial expenses || ||7.96 |
|Profit/ (Loss) before Depreciation &Tax(PBDT) ||76.60 ||(63.29) |
|Less: Depreciation ||57.16 ||114.88 |
|Profit / (Loss) before tax ||19.44 ||(178.17) |
Your Directors regret their inability to propose any dividend with a view to strengthenthe financial position byway of retaining the earningsfor the business operations of theCompany.
No amount which the Board proposes to carry to any reserves.
WORKING OFTHE COMPANY: OPERATIONS
During the year your Company has achieved a turnover of Rs 3826.21 Lac and earned aprofit of Rs 19.44 Lac. There has been no change in the nature of business of your Companyduringthe financial year 2014-15.
MANAGEMENT'S DISCUSSIONANDANALYSIS REPORT
As required under Clause 49 of the ListingAgreements with Stock Exchanges theManagement Discussion and Analysis Report is enclosed as a part of this report.
The Company has adopted the Corporate Governance Policies and Code of Conduct which setout the principle of runningthe Company with fairnesstransparency and accountability.YourCompany hastaken adequate steps to adhere to all the stipulations laid down in Clause 49of the Listing Agreement. A separate report on Corporate Governance forming part oftheAnnual Report of the Company is annexed hereto.A certificate from the StatutoryAuditors of the Company M/s. V. Singhi &Associates CharteredAccountants confirmingthe compliance with the conditions of Corporate Governance as stipulated under Clause 49of the Listing Agreement is annexed to the report on Corporate Governance.
The shares of your Company are listed at the Bombay Stock Exchange Ltd. and theNational Stock Exchange of India Ltd. The applicable annual listing fees for the year2015-16 have been paid to the stock exchanges before the due date.
The Company has not accepted any public deposits during the financial year 2014-15 interms of chapter - V of the CompaniesAct 2013 and as such no amount on account ofprincipal and interest was outstanding as on the date of Balance Sheet.
CORPOARTE SOCIAL RESPONSIBILITY
The provisions of Companies Act 2013regarding Corporate Social Responsibility are notattracted to the Company.
In accordance with the provisions of Companies Act2013 Shri Alok Krishna AgarwalNon-Executive Director retire by rotation at the ensuingAnnual General Meetingand beingeligible offers himself for re-appointment.
At the 33rdAnnual General Meeting of the Company held on 27th September 2014 theCompany had appointed Smt. Shailja Haldia as Independent Director as per provisions ofSection 149 and other applicable provisions of the Companies Act 2013 for 5 consecutiveyears for a term upto the conclusion of the 38th Annual General Meeting and will not beliable to retire by rotation during her term of 5 years.
Shri M. P. Rajan Shri V. S. Crishna were appointed as Independent Directors undererstwhile Companies Act 1956 for a period of 5 consecutive years from the date ofappointment as Independent Director i.e. December 6 2013 upto December 5 2018 and willnot be liable to retire by rotation during their term of 5 years. Mr. Umesh WamorkarNominee Director resigned from the Company w.e.f. 03.06.2014.
STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(7)
The independent Directors have submitted the declaration of independence as requiredpursuant to Section 149(7) of the Companies Act2013 stating that they meet the criteriaof independence as provided in Sub Section (6).
The Independent Directors have confirmed and declared that they are not dis-qualifiedto act as an Independent Director in compliance with the provisions of Section 149 of theCompaniesAct 2013 and the Board is also of the opinionthat the Independent Directorsfulfils all the conditions specified in the CompaniesAct 2013 making them eligible to actas independent Directors.
KEY MANAGERIAL PERSONNEL
The following persons were formally appointed as Key Managerial Personnel (KMP) of theCompany effective fromAugust 42014 in compliance with the provisions of section 203 ofthe CompaniesAct 2013:
1. Shri Balesh Kumar Bagree Chief Financial Officer
2. Ms. Nidhi Binnani Company Secretary
ShriVilasAgrawal continues to bethe Whole-time Director of the Company.
In compliance with the CompaniesAct 2013 and Clause 49 ofthe ListingAgreementtheperformance evaluation of the Board andthat of its Committees and individual directorswascarried out during the year under review. The Directors expressed their satisfactionwiththe evaluation process.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection andappointment of Directors Senior Management and theirremuneration.The Remuneration Policy is stated in the Corporate Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of section 134(3)(c) read with section 134(5) of the CompaniesAct 2013 andclause 49(lll)(D)(4)(a) of the listing agreement with Stock Exchange in the preparation ofthe annual accounts for the year ended on March 312015 it is hereby confirmed:
i) That in the preparation of the annual accounts for the financial year ended March31 2015 the applicable accounting standards have been followed along with properexplanation relating to material uepartures;
ii) That the selected accounting policies were applied consistently and the Directorsmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial period and of theprofit and loss amount of the Company for the same period;
iii) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
iv) the annual accounts have been prepared on a going concern basis;
v) the internal financial controls have been laid down and such internal financialcontrols adequate and were operating effectively; and
vi) the Company has adequate internal systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively
INTERNAL CONTROL SYSTEM
The company hasa proper andadequate systemof internal controlto ensure that all assetsare safeguarded and protected against loss from unauthorized use or disposition and thatall transactions are properly authorized recorded and reported correctly to themanagement. The Company is following all the applicable Accounting Standards for properlymaintaining the books of accounts and reporting financial statements. The internal auditorof the company checks and verifies the internal control and monitors them in accordancewith policy adopted by the Company.
The Company has laid down well defined risk management mechanism covering the riskexposure potential impact and risk mitigation process. The Board periodically reviews therisks and suggests steps to be taken to control and mitigate the same through a properlydefined frame work.
In line with the new regulatory requirements the Directors of the Company has formallyframed a Risk Management Policy to identify and assess the key risk areas monitor andreport compliance and effectiveness of the policy and procedure.
The SatatutoryAuditors M/s. V.Singhi &Associates CharteredAccountants Kolkatawill retire at the conclusion of the ensuing Annual General Meeting and being eligiblehave offered themselves for re-appointment as StatutoryAuditorsforthefinancialyear2015-16.
The Statutory Auditors of the Company have submitted Auditors' Report on the accountsof the Company for the financialyear ended March 312015.The Notes onfinancial statementreferred to intheAuditors' Report areself-explanatory and do not call for any furthercomments. The Auditors' Report does not contain any qualification reservation or adverseremark.
M/s. Nupur Jain & Company Cost Accountant were re-appointed as Cost Auditors ofthe Company to conduct cost audit of the accountants maintained by the company for thefinancial year 2014-15. The costAudit report for the 6 months period ended on March312014 was submitted on March 312014 vide SRN S29825858 in Form I-XBRL . The cost auditreport for the year ended on March 31 2015 will be submitted before the due dates asprescribed by Law.
The Board of Directors of the Company has appointed Shri Ashish Nayak PracticingCompany Secretary as "Secretarial Auditor" of the Company to conductSecretarial Audit for the financial year ended March 31 2015 pursuant to the provisionsof Section 204 (1) of the Companies Act2013 read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
The Secretarial Audit Report submitted by Shri Ashish Nayak a Company Secretary inpractice in prescribed form MR-3 is enclosed as a part of this reportas"Annexure-A". The SecretarialAudit Report does not contain any qualificationreservation or adverse remark.
DISCLOSURES UNDER THE COMPANIESACT 2013
i) EXTRACT OF ANNUAL RETURN U/S 92(3)
The details forming part of the extract of theAnnual return in Form MGT-9 is enclosedas "Annexure - B"
ii) NUMBER OF BOARD MEETINGS
The Board of Directors met 4 (four) times in the financial year ended 31stMarch 2015.The details of the Board meeting and the attendance of the Directors are provided in theCorporate Governance Report.
Hi) RELATED PARTY TRANSACTIONS
Related party transactions that were entered during the financial year were on arm'slength basis and were in the ordinary course of business and are in compliance with theapplicable provisions of the Act and the listing agreement. However there were materialrelated party transactions in terms of clause 49 of the listing agreement in respect ofwhich necessary disclosures and compliance has been made by your Company. There were nomaterially significant related party transactions made by the Company with promotersdirectors key managerialpersonnelor their relativeswhich could have had a potentialconflict with the interests of the Company at large.
All Related Party Transactions are placed before the Audit Committee as also the Boardfor their approval.
For details of transactions with the related parties please refer Note 29 to thefinancial statement.
Particulars of contracts or arrangements entered during the year is enclosed in"Annexure-C" as Form AOC-2.
iv) COMPOSITION OF AUDIT COMMITTEE
The Board has re-constituted the Audit Committee which comprises of Shri M.P. Rajan asthe Chairman Shri V. S. Crishna and Shri VilasAgrawal as the members. All therecommendations made by the Audit Committee were accepted by the Board of Directors. Moredetails on the Committee are given in the Corporate Governance Report.
V) VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a vigil mechanism for directors and employees to report genuine concerns has beenestablished. In order to ensure that the activities of the Company and its employees areconducted in a fair and transparent manner by adoption of highest standards ofprofessionalism honesty integrity and ethical behaviour the company has adopted a vigilmechanism policy. This policy is explained in Corporate Governance Report.
VI) There were no material changes and commitments affecting the financial position ofthe Company occurring between 31 st March 2015 and the date of this Report.
VII) There is no change in the business of the Company.
VIII) There were no significant and material orders passed by regulators or courts ortribunals impacting the growing concern status and Company's operation in future.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
For operational betterment it is imperative to invest in modernization and upgradationof the Company's production facilities. In absence of definite line of credit to yourCompany for such capital investment your Company has agreed to the proposal of M/s.Wearit Global Ltd. (WGL) of providing corporate guarantee to its consortium bankers forraising credit assistance for capital expenditure as well as to fund the working capitalrequirement of your Company in a mutually benefitting manner. Your Company is engaged injob work arrangement with WGL and have mutually agreed to diversify in varied 'highvalued' products through modernization of your Company's production facility. Hence in theinterest of the Company and acknowledging the rationality of the arrangement your Companyhas given Corporate Guarantee to the consortium bankers of WGL on terms and conditionswhich are not prejudicial to the interest of your Company and is in adherence to theapplicable provision of the Companies Act 2013. However in the process the amount ofguarantee provided has marginally exceeded the prescribed limits for which your Companyhas taken all necessarysteps for ratifying the same in the ensuing Annual Genera! Meetingof the Company.
PARTICULARS OF EMPLOYEES
The information required pursuant to section 197 read with Rule 5 of the Companies(Appointment & Remuneration of ManagerialPersonnel) Rules2014 in respect of employeesof the Company is asfollows:
The company has one Whole-time Director who was appointed without any remuneration. Hehas voluntarily agreed to forgone remuneration due to the financial constraints beingfaced by the Company. Further no sitting fees has been paidto any director during theyear.
The particulars of the employees who are covered by the provisions contained in Rule5(2) and rule 5(3)of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014are:
|a) Employed through out the year ||Nil |
|b) Employed for part of the year ||Nil |
The remunerationpaidto all Key management Personnel was in accordance with remunerationpolicy adopted by the company.
The prescribed particulars of Conservation of Energy Technology Absorption and R &D activities required U/s 134(3)(m) of the Companies Act2013 read with Rule 8(3) of theCompanies(Accounts)Rules 2014 are attached as"AnnexureD&E" which forms partof this Report.
FOREIGN EXCHANGEEARNINGSAND OUTGO
During the period the Company has not made any export hence the export earning isNil.
Your Directors take this opportunity to express their thanks to the Central and StateGovernment authorities Regulatory authorities Stock Exchanges and Company's Bankers forthe assistance co-operation and encouragement they extendedto the Company.
Your Directors also wish to place on record their appreciationfor the continuingsupport and unstinting efforts of investors vendors business associates and employees inensuring an excellent all round operational performance.
| ||For and on behalf of the Board of Directors |
|Date: 30th May 2015 ||(Shailja Haldia ) ||(VilasAgrawal) |
|Place: Kolkata ||Director ||Whole-time Director |