TO THE MEMBERS
The directors submit their report and accounts for the financial year 2017-18.
During the year ended March 31 2017 the sales and other income were Rs. 1510/-against Rs. 3094613/- in the previous year ended 31st March 2016. The loss for theperiod under review was Rs 369404/- as against loss of Rs 947720/- in the previousyear.
The directors do not recommend any dividend.
i) Retirement by rotation
In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Ms. Chandra Nithyanand retires by rotation and is eligible forreappointment.
ii) Declarations by Independent Directors
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.
iii) Board Evaluation
The Board of Director s has carried out an annua l evaluation of its own performanceBoard Committees and indivi dual director s pursuant to the provi sions of the Act and thecorporat e governance requi rements as prescr ibed under Clause 49 of the Listing Agreements.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the Committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.
In a separate meeting of Independent Directors performance of non-independentdirectors and performance of the board as a whole was evaluated taking into account theviews of non-executive directors. The same was discussed in the board meeting thatfollowed the meeting of the independent at which the performance of the Board itscommittees and individual directors was also discussed.
The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the Board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the Chairman was also evaluated on the key aspects of his role.
iv) Board Meetings
During the year ten Board meetings and five Audit Committee meetings were convened andheld. The details are given in the Corporate Governance Report. The intervening gapbetween the Meetings was within the period prescribed under Companies Act 2013.
v) Code of Conduct
The Board of Directors of the Company have adopted Code of Business Conduct &Ethics. All the membe rs of the Board have affirmed compliance with the Code for the yearended 31st March 2017 and a declaration to that effect signed by the Chairman of theBoard is attached and forms part of this report.
vi) Code of Conduct for Prevention of Insider Trading
The Company has a Code of Conduct for Prevention of Insider Trading in the shares andsecurities of the Company. This Code inter alia prohibits purchase/sale of shares of theCompany by Directors and employees while in possession of unpublished price sensitiveinformation in relation to the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:
i. that in the preparation of the annual accounts for the year ended 31st March 2017the applicable accounting standards read with the requirements set out under schedule IIIhave been followed along with proper explanation relating to the material departures.
ii. that Directors have 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 at the end of the financial year and ofthe profit of the Company for that period;
iii. that proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Companies Act 2013 for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities;
iv. that the annual financial statements have been prepared on a going concern basis;
v. that proper internal financial controls to be followed by the Company have been laiddown and that such internal financial controls are adequate and were operatingeffectively; and
vi. that proper systems have been devised to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively
RELATED PARTY TRANSACTIONS
No Related Party Transactions were entered into during the financial year 2016-17. AllRelated Party Transactions entered into in the past were on an arm's length basis and werein the ordinary course of business. There are no materially significant Related PartyTransactions made by the Company with promoters and directors which may have potentialconflict with the interests of the Company at large.
A statement of all related party transactions is presented before the Audit Committeeon a quarterly basis specifying the nature value and terms &conditions of thetransactions. None of the Directors has any pecuniary relationships or transactionsvis--vis the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/ Courts whichwould impact the going concern status of the Company and its operations.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
There are adequate internal control systems commensurate with the size of the companyand nature of its business.
The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.
Auditors' observations have been explained in Annexure 'A' which forms part ofthis report.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Kundan Agrawal and Associates. a firm of Company Secretaries in Practiceto undertake the Secretarial Audit of the Company. The secretarial auditor had madequalification as to compliance of key managerial persons and few documents/records andreturns are required to be updated/ filed as per the various provisions of the CompaniesAct and other applicable Acts rules and regulations. Your directors submit that theCompany's operations are closed and it has no income. Therefore the Company has notappointed any key managerial person. Further records have been updated and all thereturns have been filed. The Report of the Secretarial Audit is annexed herewith as Annexure 'E'.
The company in its 34th Annual General Meeting had appointed M/s Agarwal Seth &Co. Chartered Accountants as statutory auditors from 34th Annual General Meeting until36th Annual General Meeting. A resolution seeking ratification of their appointment from35th Annual General Meeting to 36th Annual General Meeting is place for approval of theshareholders.
EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Act the extract of annual return is given as "AnnexureD" in the prescribed Form MGT-9 which forms part of this report.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the
Companies Act 2013 are given in the notes to the Financial Statements.
PARTICULARS OF EMPLOYEES
The Company does not have any employee on its roll as such the information requiredunder Section 197 of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and the statement containing particularsof employees as required under Section 197(12) of the Act read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are notprovided.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information as required under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8(3)
of the Companies (Accounts) Rules 2014 is Annexed herewith as "Annexure -B".
Your directors wish to thank and deeply acknowledge the valuable assistance;co-operation and support extended by the Central and State government authorities and bankduring the year under review. The Board also gratefully acknowledges the support andgoodwill extended by the shareholders of the company.
| || |
For and on behalf of the Board of Directors
| ||S.C. Rustagi ||B. P. Yadav |
|Date: May 29 2017 ||Director ||Director |
|Place: New Delhi ||DIN: 00076278 ||DIN: 01173428 |
ANNEXURE 'A' TO DIRECTORS' REPORT
MANAGEMENT'S COMMENTS IN RESPECT OF REMARKS OF AUDITORS
Advances recoverable include an amount of Rs. 112 lacs due from corporate companies forwhich no provision has been made. However as per analysis of their net worth as perfinancial statements available the amounts are doubtful of recovery.
The Company is making efforts to realize the amount. Hence no provision has been madefor the advances.
No provision have been made for Income Tax Penalty of Rs 22.86 lacs the appeal forwhich have been dismissed by HoRsble ITAT
The Company has a strong case for favourbale decision by ITAT. Hence no provision hasbeen made.
Balances grouped under Sundry Creditors Advances from Customers and advancerecoverable are under reconciliation and subject to confirmation from respective parties.
The confirmation of balances is being received.
The Company has closed down its manufacturing operations w.e.f. 20.7.2004 under theprovisions of 6W to be read with 6V of U.P. Industrial Disputes Act 1947. The accountshave been prepared as a going concern of the fact the company has closed down itsmanufacturing operations and its entire net worth has been eroded.
The existing operations of the Company have been closed the Company's Board has notyet resolved not to start the any operations yet.
Trading of shares of the Company has been suspended by the stock exchanges because ofpenal reasons.
The Company has paid the arrears of listing fees to BSE. The process of revocation ofsuspension trading in securities is in process. Other regional stock exchanges where theshares of the Company are listed have either exited from the business of stock exchangesor are in the process of exiting.
ANNEXURE 'B' TO DIRECTORS' REPORT
1. CONSERVATION OF ENERGY
a) Energy conservation measures taken
The operations of the Company remained closed during the year and no energy wasconsumed.
Hence no measures were taken.
b) Additional investments and proposals if any being implemented for reduction ofenergy.
There being no energy consumption in view of closed manufacturing operations noadditional
measures and proposals implemented for reduction of energy used.
c) Impact of (a) and (b) above for reduction of energy consumption and consequentimpact on
the cost of production.
2. TECHNOLOGY ABSORPTION Research and Development
a) Specific areas in which R&D carried out by the company.
The operations of the Company being closed no R&D activity was carried out.
b) Benefits derived as a result of above R&D
c) Future plan of action.
d) Expenditure on R&D
3. TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION.
a) Efforts made towards technology absorption adaptation and innovation.
b) Benefits derived as a result of above efforts.
c) Particulars relating to improved technology.
4. FOREIGN EXCHANGE EARNINGS AND OUTGO a) Activities relating to exports:
As the manufacturing operations of the company remained closed no initiatives forexport were undertaken.
b) Foreign Exchange Earnings and Outgo
ii) Outgo by way of import of raw material and otherexpenditure.......................................Nil