| Dear Members,
The Directors take pleasure in presenting their Twenty fifth Annual
Report and Audited Accounts of the Company for the year ended 31st
March, 2015.
FINANCIAL HIGHLIGHTS
The summarized financial results for the year ended 31st March, 2015
are as follows:-
Rupees in Lacs
2014-2015 2013-14
Total Income 39.76 23.23
Profit before Interest & Depreciation 0.11 3.92
Interest: - -
Depreciation: 0.01 (-) 0.01 0.01 (-) 0.01
Profit before tax 0.10 3.91
Less: Tax Expenses 0.03 2.20
Profit for the Year 0.07 1.71
TDS receivables (-) adjusted against P&LA/c (-) 7.38
Balance Loss (-) brought forward from previous(-) 200.30 (-) 202.01
year
Balance carried to Balance Sheet (Loss) (-) 207.62 (-) 200.30
Keeping in view the accumulated losses and the negligible profits, the
directors are unable to recommend payment of any dividend for the year
under review.
OPERATIONS
Commercial operations of the company has just resumed on an
experimental basis during the year under review. The new management has
identified Packaging Business as a new area. The new management has the
expertise and experience to run this type of business. In order to
enable the Company to undertake businesses as above, it is proposed to
amend the Main Objects Clause of the Memorandum of Association by
adding the new objects.
The Company is proposing a Postal Ballot seeking the Shareholders
approval by way of Special Resolution to alter the Objects Clause of
the Memorandum of Association so as to do the proposed Packaging
business Postal Ballot Notice is being issued to the shareholders
separately.
Your Company will comply with the provisions of the Companies' Act,
2013 and directions of the stock exchanges/SEBI/other Government
authorities in connection with the alteration of the Objects clause of
the Memorandum of Association.
POSTAL BALLOT
The Company is proposing a Postal Ballot seeking the Shareholders
approval by way of Special Resolutions to alter the Objects Clause of
the Memorandum of Association so as to do the proposed Packaging
business and to make loans in excess of the limit laid down under
Section 186 of the Companies'Act, 2013 but limited to a maximum of
amount of Rs.230.00 Lacs. Postal Ballot Notice is being issued to the
shareholders separately.
DIRECTORS
Shri Radesh Rangarajan , Director retires by rotation and is eligible
for re-election. The Term of Shri Pavan Kumar Matli, Whole Time
Director, expired on 30th June, 2015. The Board has approved his
re-appointment as Whole Time Director for a further period of five years
with effect from 1st July, 2015. The Board has also appointed
Dr.Vemareddy Srutha Keerthi as Director with effect from 25th March,
2015 so as to comply with the SEBI directive which states that every
listed company should have a Woman Director on its Board. The Company
has received a notice in writing from a member under Section 160 of the
Companies Act, 2013, proposing the candidature of Dr.Vemareddy Srutha
Keerthi as a Director who is liable to retire by rotation with requisite
security deposit. The Board recommends re-appointment of all these three
directors.
BOARD MEETINGS
During the Financial Year ended 31.3.2015, Board Meetings held on
2.4.2014, 26.5.2014, 4.8.2014, 5.8.2014, 28.9.2014,5.11.2014,11.2.2015
and 25.3.2015.
Your Company has a policy of appointing adequately qualified persons
only to the Board keeping in view the requirements of listing agreement
with the stock exchanges and the Corporate Governance guidelines.
INDEPENDENT DIRECTORS
Shri V.Shankar and Shri Nirmal Kumar Dash, independent directors on the
board of the Company , have furnished a declaration to the company
under Section 149(7) of the Companies Act, 2013 saying that they meet
the criteria of independent director as laid down under Section 149(6)
ofthe Companies'Act, 2013.
They have been appointed fora period of five years and are not liable
to retire by rotation.
LOAN
The Company has advanced a loan of Rs.150.00 lacs to M/s. Diadem
Enterprises Pvt Ltd., Chennai at an interest rate of 10% p.a. This loan
is repayable on demand. M/s. Diadem Enterprises Pvt.Ltd. are the
manufacturers of multi coloured labels for various products.
CORPORATE SOCIAL RESPONSIBILITY
The Company is fully aware of its corporate social responsibility. Your
company is not presently involved in any manufacturing actitvity . As
it is involved in trading activities in a limited way right now, it has
very limited employees. When it expands its operations it will earmark
a part of its revenue for social initiatives in and around the area of
its operations.
RISK MANAGEMENT POLICY
The Company will have a risk management policy as and when it restarts
its trading/manufacturing operations. Company's risk will be covered
adequately by insurance policies in the long term.
FIXED DEPOSITS
Your Company has not accepted or invited any fixed deposits during the
period under review.
STATUTORY AUDITORS
M/s. Prasan Associates, Chartered Accountants, Chennai continues as
Statutory Auditors ofthe company from the conclusion ofthe 24th AGM
until the conclusion of the27th Annual General Meeting to be held in
Sept., 2017. The Board has proposed the ratification of appointment of
M/s.Prasan Associates as Auditors from the conclusion of this AGM until
the conclusion ofthe next AGM to be held in Sept.2016 by the
Shareholders.
SECERETARIAL AUDITORS
Pursuant to provisions of section 204 of the Companies Act, 2013 and
Companies (appointment appointment of Managerial Personnel) Rules, 2014
the Board of Directors of the Company has appointed M/s. C. B. Mishra &
Associates, a firm of Practising Company Secretaries in Practice, to
undertake the Secretarial Audit ofthe Company for the Financial Year
ended on 31 st march, 2015. The Secretarial Audit Report in the
Prescribed Form No. MR - 3, is annexed as Annexure 'D'.
M/s. C. B. Mishra &Associates, in their Audit report dated 5th August,
2015 for the Financial year 2014-15 have stated that the necessary
compliance for alteration of Main Object was not carried out during the
Audit Period. The Directors are ofthe view that when ever the Company
finalise the diversification ofthe business activities, the alteration
of the Main Object Clause ofthe Memorandum will be carried out through
Potal Ballot.
PARTICULARS OF EMPLOYEES
There are no employees whose particulars are to be furnished pursuant
to Section 197(12) ofthe Companies'Act, 2013 read with Rule 5(1) ofthe
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO.
There are no particulars which are required to be furnished pursuant to
Section 134 of the Companies Act, 2013 as the production activities of
the Company remained suspended during the year under review. The
company has neither earned nor utilized any foreign exchange during the
year under review.
LISTING OF SHARES
The shares of the Company are listed with BSE Ltd., Mumbai, Jaipur
Stock Exchange Ltd., Jaipur and Delhi Stock Exchange Assn.Ltd., Delhi.
Jaipur and Delhi Stock Exchanges have been derecognized by SEBI. Stock
Exchange Regulations are complied with from time to time. Demat
facilities are available with NSDL and CDSL. INE Number is
INE709D01012forCDSLand NSDL
REGISTRARS AND SHARE TRANSFERAGENT.
M/s.Link Intime India Pvt.Ltd., 44 Community Centre, 2nd Floor, Naraina
Industrial Area, Phase-I, Near PVR Naraina, New Delhi 110028 continue
to be Company's Registrar and Share Transfer Agents. All Members are
requested to contact them for any kind of share related matters.
IMPLEMENTATION OF THE CORPORATE GOVERNANCE
Adetailed report on Corporate Governanace is annexed hereto and forms
an integral part of this Report.
As per Clause 49 of the Listing Agreement, the Company has constituted
the following committees:-
CONSTITUTION OF VARIOUS COMMITTEES
Various Committees ofthe Board have been constituted so as to comply
with the latest Regulations. Mr E.D.M.Menon, Compliance Officer,
functions as the Secretary of all Committees.
Stake Holders Grievances Committee
Shri Radesh Rangarajan, Director continues as Chairman and Shri
V.Shankar continues as Member of Stake Holders Grievances Committee.
Meeting of Stakeholders Grienvances Committee are being held at regular
intervals to sort out all kinds of grievances of stake holders.
Remuneration Committee
Shri Nirmal Kumar Dash is the Chairman and Shri V.Shankar continues as
Member. The Committee will hold meeting as and when required to review
the remuneration of Directors and Executive.
Audit Committee
Shri Radesh Rangarajan continues as the Chairman and Shri Nirmal Kumar
Dash is the Member of the Audit Committee. The duties, responsibilities
and powers ofthe committee has been defined by the Board at the time of
its constitution in accordance with the listing guidelines. A separate
report on corporate governance forms part of this Annual Report.
Prevention and Prohibition of Sexual Harassment of Women at Work Place
Your Company has no woman employee as of now as the company is on the
look out for new projects. The company will have adequate mechanism as
laid down under the Rules for prevention and prohibition of sexual
harassment of women as and when it employs women.
MANAGEMENT'S DISCUSSION ANDANALYSIS
Management's discussion and analysis in compliance with Clause 49 ofthe
Listing Agreement is attached and forms part of this Report.
DIRECTORS RESPONSIBILITY STATEMENT
While preparing the Annual Financial statements the Company has adhered
to the following:-
1. In the preparation ofthe said financial statements the company has
followed the applicable standards, referred to in Section 133 ofthe
Companies'Act, 2013.
2. The Company has followed the said Accounting Standards and has been
applying them consistently and has made judgement and estimates that
are reasonable, prudent and are in the interest of the company's
business, so as to give a true and fair view of the state of affairs of
the company as at 31st March, 2015 and the Profit/Loss of the Company
for the said period.
3. The Directors have taken proper and sufficient care, for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies'Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
4. The Directors have prepared the financial statements on a going
concern basis.
5. The Directors have laid down internal financial controls which are
adequate and are operating effectively.
6. The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and such systems are adequate and
operating effectively.
By Order of the Board of Directors
Sd/- Sd/-
Place: Chennai Radesh Rangarajan Pavan Kumar Matli
Date: 5th August, 2015 Director Whole Time Director
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