To the Members
Your Directors have pleasure in submitting their Twenty Eighth Annual Report of theCompany together with the Audited Statements of Accounts for the year ended 31st March2016.
1. FINANCIAL RESULTS
The Company's financial performance for the year under review along with previousyear's figures are given hereunder:
|Particulars ||FYE March ||FYE March |
| ||31 2016 ||31 2015 |
|Net Sales /Income from Business Operations ||- ||- |
|Other Income ||17.13 ||22.67 |
|Total Income ||17.13 ||22.67 |
|Less Interest ||3.21 ||62.52 |
|Profit before Depreciation ||(255.63) ||(116.84) |
|Less Depreciation ||20.37 ||20.37 |
|Profit after depreciation and Interest ||(276.00) ||(137.21) |
|Less Current Income Tax ||- ||- |
|Less Previous year adjustment of Income Tax ||- ||- |
|Less Deferred Tax ||- ||- |
|Net Profit after Tax ||(276.00) ||(137.21) |
|Dividend (including Interim if any and final ) ||- ||- |
|Net Profit after dividend and Tax ||(276.00) ||(137.21) |
|Amount transferred to General Reserve ||- ||- |
|Balance carried to Balance Sheet ||(276.00) ||(137.21) |
|Earnings per share (Basic and Diluted) ||(1.78) ||(0.90) |
No Dividend was declared for the current financial year due to loss incurred by theCompany.
3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.
4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
During the year under review the Company did not carry out any production activitythe factory being closed with effect from June 26 2008.
The management continues to explore various options for restructuring the business andfinances of the Company including the recommencement / relocation of its manufacturingoperations. As a part of the restructuring efforts the Company had earlier entered intoan arrangement for the assignment of the leasehold rights of its land. However certainissues have affected its implementation and the management is pursuing the matter.
The validity of the closure declared by the Company with effect from June 26 2008under the relevant provisions of The Industrial Disputes Act 1947 had been challengedbefore the Industrial Court by the employees' union. During the year the Company arrivedat a settlement with the employees' union on the compensation payable to its erstwhileworkmen employees following the closure of operations and the said settlement has beenfiled before the Hon'ble Lok Adalat. The agreed dues of the said workmen shall be paid onreceipt of funds from the party with whom the agreement for assignment of land has beenentered into.
Navi Mumbai Municipal Corporation had issued a Warrant of Attachment on May 9 2016 onaccount on non-payment of property tax including penal charges. The warrant restrains theCompany from transferring or creating any charge on the Company's property without thepermission of the Municipal Commissioner. The Company has replied to the said warrantexplaining the circumstances resulting in the default as also the injunction of the BombayHigh Court in the ongoing matter relating to public debentures. The full claim of NMMC(including penal charges) has already been provided in the books of accounts. Managementis requesting the Corporation to consider waiver of penal charges considering the fact ofclosure of operations. The Net Worth of the Company has been fully eroded and is negativeas on March 31 2016. The management had been advised that since certain conditions as perthe Sick Industrial Companies (Special Provisions) Act 1985 were not being met theCompany was not eligible to a make reference to BIFR. The 27th Annual General Meeting ofthe Company ordinarily due to be held by 30th September 2015 was held on November 272015 (adjourned date) after obtaining requisite approval from the Registrar of Companies.The extension had to be sought on account of cash flow constraints and shortage of staffrequired to meet additional disclosure and other requirements as per Companies' Act 2013.
5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.
6. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO
As the company has not carried on any production or related operational activities theinformation pertaining to conservation of energy technology absorption foreign exchangeearnings and outgo as required under Section 134 (3)(m) of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 is not applicable. The Company hasneither earned nor spent any foreign exchange during the reporting period.
7. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY
Considering the absence of production operations following closure of its plant theCompany has not devised any risk management policy for the time being.
8. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATESOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review.
11. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The Board has appointed Mr. Abbas Lakdawala (Practising Company Secretary C.P. No.4052) to conduct the Secretarial Audit for the financial year 2015-16. The explanations/comments made by the Board relating to the qualifications reservations or adverseremarks made by the Statutory Auditors and the Secretarial Auditor in their respectivereports furnished as Annexure II and III are attached to this report. Secretarial AuditReport is given in Annexure IIIA.
12. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isset out below:
General understanding of the Company's business dynamics
Educational and professional background
Standing in the profession;
Personal and professional ethics integrity and values;
Willingness to devote sufficient time and energy in carrying out his duties andresponsibilities effectively.
Eligibility as per applicable laws rules and regulations and the ListingAgreement including criteria of independence where applicable
Remuneration to Directors is as recommended by the Nomination and RemunerationCommittee approved by the Board / Shareholders as applicable and within the limitsspecified under the Companies' Act 2013 and the rules made there under. Due considerationis also given to the existing size and complexity of the Company's operations and itsfinancial situation.
13. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 is furnished in AnnexureIV attached to this Report.
14. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had 5 Board meetings during the financial year under review.
15. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:-
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the 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 at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
Internal financial control means the policies and procedures adopted by the Company forensuring the orderly and efficient conduct of its business including adherence toCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information;
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
16. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company.
The Company has neither accepted nor renewed any deposits during the year under review.
Mr. S. P. Gupta (DIN: 00509809) retires at this Annual General Meeting and beingeligible offers himself for re-appointment.
19. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
20. STATUTORY AUDITORS
M/s Lodha & Co Chartered Accountants were appointed as Statutory Auditors for aperiod of one year in the Annual General Meeting held on November 27 2015 (adjourneddate) and will retire at the ensuing Annual General Meeting. They have expressed theirwillingness to continue in office if re-appointed. The Company has received a certificatefrom the above Auditors to the effect that if they are reappointed it would be inaccordance with the provisions of Section 141 of the Companies Act 2013. You arerequested to appoint them and authorize your Directors to fix their remuneration.
21. RISK MANAGEMENT POLICY
Members are requested to refer to paragraph '8' above.
22. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members: a. Ms. Savita AcharyaIndependent Director - Chairman of the Committee b. Shri M. Ghosh Independent Director c. Shri R. P. Ganti Director
The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co employees and the Company.
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c . BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.
|FOR AND ON BEHALF OF THE ||BOARD OF DIRECTORS |
| ||R. P. Ganti ||M. Ghosh ||Savita Acharya |
| ||Director ||Director ||Director |
|Date: 20th July 2016 || || || |
|Place: Mumbai || || || |