| Dear Members,
Your Directors present the Twenty-Seventh Annual Report of your Company
together with the Audited Accounts for the year ended 31st March 2015.
Financial Performance
(Rs. in Lakhs)
Year Ended Year Ended
Description 31-03-2015 31-03-2014
Other Income 0.09 3.750.09
Profit before Interest,
Depreciation & Tax (7.68) 3.711.83
Interest - -
Profit/(Loss) before
Depreciation and Tax (7.68) 3,711.83
Depreciation - -
Profit/(Loss) before Tax & Provisions (7.68) 3,711.83
Add: Interest written back - -
Provision for Tax (2,01.41) Nil
Profit/(Loss) after Tax (2,09.09) 3,711.83
Add : Non-operating loss Nil Nil
Add : Surplus b/f from the
previous year (28.794.62) (32,506.44)
Balance carried forward to
Balance Sheet (29,003.71) (28,794.62)
Operations & State of Company's affairs
During the year there was no manufacturing operation at plant of the
company due to unavoidable circumstances beyond control of the Company.
There was no change in nature of business of the Company, during the
year under review.
Dividend
In view of the losses incurred by the Company during the year under
review, your directors regret their inability to declare any dividend
on equity shares of the Company.
Transfer to reserves
The Board of Directors has not recommended transfer of any amount to
reserves.
Share Capital
The paid up Equity Share Capital as at March 31, 2015 stood at 778.63
Lakhs. During the year under review, the Company has not issued shares
with differential voting rights nor granted any stock options or sweat
equity shares. As on March 31,2015 none of the Directors of the Company
hold instruments convertible into equity shares of the Company.
During the year under review, there were no instances of non-exercising
of voting rights in respect of shares purchased directly by employees
under a scheme pursuant to Section 67(3) of the Act read with Rule
16(4) of Companies (Share Capital and Debentures) Rules, 2014.
Subsidiaries, Associates & Joint Ventures
The Company does not have any Subsidiary, Joint venture or Associate
Company.
Corporate Governance
Pursuant to SEBI Circular CIR/CFD/POL1CY CELL/7/2014 dated 15,h
September, 2014, compliance with the provisions of Clause 49 is not
mandatory to your company as the Paid up equity capital and net worth
of the Company doesn't exceed Rs. 10 crore and Rs. 25 crore
respectively as on the last date of the previous financial year.
Directors
Mr. Sushil Agarwal (DIN 00158237) was appointed as an Additional
Independent Director on the Board of the Company w.e.f. 14th October,
2014, The resolution seeking approval of the Members for the
appointment of Mr. Sushil Agarwal has been incorporated in the notice
of the forthcoming Annual General Meeting of the Company along with
brief details about him. I he Company has received a notice under
Section 160 of the Act along with requisite deposit proposing his
appointment.
Mr. Lunkaran Kyal (DIN 01184750) and Ms. Vandana Kayai (DIN 03265290)
were appointed as an Additional Independent Director on the Board of
the Company w.e.f. 14th October, 2014. The resolution seeking approval
of the Members for the appointment of Mr. Lunkaran Kyal and Ms.
Vandana Kayai has been incorporated in the notice of the forthcoming
Annual General Meeting of the Company along with brief details about
them.
The Company has received a notice under Section 160 of the Act along
with requisite deposit proposing their appointment.
All Independent Directors have given declaration that they meet the
criteria of independence as laid down under Section 149 (6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement. During the
year, non-executive directors of the Company had no pecuniary
relationship or transactions with the Company.
Mr. Krishnakumar Agarwal (DIN 00093874) and Mrs. Amita Agarwal (DIN
00209581) Directors of the Company resigned from the Board w.e.f. 14lh
October, 2014.
Director's Responsibility Statement
Your Directors state that:
(a) in the preparation of the annual financial statements for the year
ended March 31. 2015, the applicable accounting standards have been
followed and there are no material departures;
(b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2015 and of the Profit & loss of the
Company for the year ended on that date;
(c) the Directors have taken proper and sufficient care for 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;
(d) the annual accounts have been prepared on a going concern basis;
(e) the Directors have laid down internal financial controls to be
followed by the Company and such internal financial controls are
adequate and operating effectively; and
(f) the Directors have devised proper system to ensure compliance with
the provisions of all applicable laws and that such system are adequate
and operating effectively.
Public Deposits
The Company has not accepted or renewed any amount falling within the
purview of provisions of Section 73 of the Companies Act 2013 ("the
Act") read with the Companies (Acceptance of Deposit) Rules, 2014
during the year under review. Hence, the requirement for furnishing
details of deposits which are not in compliance with the Chapter V of
the Act is not applicable.
Disclosures under Section 134(3)(1) of the Companies Act, 2013
No material changes and commitments which could affect the Company's
financial position have occurred between the end of the financial year
of the Company and date of this report. During the year under review,
there was no manufacturing operation at plant of the company due to
unavoidable circumstances beyond control of the Company; hence the
Company has incurred loss of 209.10 lakhs.
Conservation of energy, technology absorption, foreign exchange
earnings and outgo
In accordance with the provisions of Section 134 of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014, required
information relating to the conservation of energy, technology
absorption and foreign exchange earnings and outgo is given in the
"Annexure A" to the Directors' Report.
Corporate Social Responsibility
As on 31 March 2015, provision of Corporate Social Responsibility is
not applicable to your Company.
Extract of Annual Return
Extract of the Annua! Return in form MGT 9, as required under Section
92(3) of the Companies Act, 2013 is included in this Report as
"Annexure B" and forms an integral part of this Report.
Auditors:
Statutory Auditors
Pursuant to the provisions of Section 139 of the Act and rules framed
thereunder, M/s. B.N Kedia & Co, Chartered Accountants, were appointed
as Statutory Auditors of the Company from the conclusion of the twenty
sixth annual general meeting (AGM) of the Company till the conclusion of
AGM to be held in the year 2019, subject to ratification of their
appointment at every AGM. They have confirmed their eligibility and
submitted the Certificate in writing that their appointment, if
ratified, would be within the prescribed limit under the Act and they
are not disqualified for re-appointment.
The Auditor's Report does not contain any qualification, reservation or
adverse remark.
A Resolution seeking member's approval for ratification of appointment
of Statutory Auditor forms part of the Notice convening the Annual
General Meeting.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the rules made thereunder, the Company has appointed M/S. P.P.Shah
& Co., a firm of Company Secretaries in Practice to undertake the
Secretarial Audit of the Company. The Secretarial Audit Report in Form
MR-3 is annexed herewith as "Annexure C".
Related Party Transactions
The Company has not entered into any related party transactions with
Promoters, Directors, Key Managerial Personnel or other designated
persons.
Your Directors draw attention of the members to notes to the financial
statement which sets out related party disclosures.
Risk Management
The Company has laid down the procedures to inform to the Board about
the risk assessment and minimization procedures and the Board has
formulated Risk management policy.
Internal Financial Control
The Company has in place adequate internal financial controls with
reference to financial statements. During the year under review, no
material or serious observation has been observed for inefficiency or
inadequacy of such controls.
Vigil Mechanism
The Company has put in place a system through which the Directors and
employees may report concerns about unethical behaviour, actual or
suspected fraud or violation of the Company's Code of Conduct & Ethics
without fear of reprisal. The employees and directors may report to the
Compliance officer and have direct access to the Chairman of the Audit
Committee.
Board Meetings
During the Financial vear, total 4 (Four) meetings of the Board of
Directors were held on 30th May, 2014, 14th August, 2014, 05th
November, 2014 and 13th February, 2015 respectively.
Audit Committee
The Board has well-qualified Audit Committee with majority of
Independent Directors including Chairman. As on 31st March 2015, it
comprises of Ms. Neha Kainth (Chairman of Committee), Mr. Sushil
Agarwal and Mr. Lunkaran Kyal.
Nomination & Remuneration Policy
The Board has in accordance with the provisions of sub-section (3) of
Section 178 of the Companies Act, 2013, formulated the policy setting
out the criteria for determining qualifications, positive attributes,
independence of a Director and policy relating to remuneration for
Directors, Key Managerial Personnel and other employees. The detail of
the same has been disclosed in the Corporate Governance report.
Board Evaluation
The Board has carried out an annual performance evaluation of its own
performance, the directors individually as well as the evaluation of
the working of its various committees.
Significant and material orders passed by the regulators or courts
There are no significant material orders passed by the Regulators /
Couits/tribunals which would impact the going concern status of the
Company and its future operations.
Particulars of loans, guarantees or investments
During the year under review, the Company has not made any loans,
guarantees and investments which are governed by the provisions of
section 186 of the Companies Act, 2013.
Disclosure under Section 197(12) of the Companies Act, 2013 and other
disclosures as per rule 5 of Companies (Appointment & Remuneration)
Rules, 2014
During the year under review, the Company does not have any employee.
The Directors of the Company does not draw any remuneration from the
Company. Hence, the disclosure under Section 197(12) of the Companies
Act, 2013 and other disclosures as per rule 5 of Companies (Appointment
& Remuneration) Rules, 2014 are not furnished.
Acknowledgements
Your Directors wishes to thank the Company's members and esteemed
business associates for their valued contributions and support.
For and on behalf of the Board,
Place : Boisar
Date : 29/05/2015 Director Director
(DIN 01 184750) (DIN 03265290)
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