| Dear Members,
The Directors have pleasure in presenting their 23rd Annual Report on
the business and operations of the Company and the accounts for the
financial year ended 31st March, 2015.
Financial Summary of the Company
Particulars Rs. In Lacs
2014-15 2013-14
Gross Operating Income 10,114.18 9,142.20
Add: Other Income 37.62 50.77
Total Income 10,151.80 9,192.97
Profit Before Interest, Depreciation and 104.54 63.41
Exceptional items
Less: Finance Charges 201.31 217.98
Less: Provision for Amortisation and 187.37 168.80
Depreciation
Less: Exceptional items 157.97 Nil
Net Profit Before Tax (442.11) (323.37)
Less: Deferred Tax Liability / (Asset) (168.20) (62.42)
Less: Taxes of earlier years 22.39 9.14
Net Profit After Tax (296.30) (270.07)
Add: Balance of Profit brought forward 2,460.70 2,730.78
Balance available for appropriation 2,164.40 2,460.70
Less: Additional Depreciation (pursuant to 6.99 Nil
revised schedule II of Companies Act, 2013 )
Surplus carried to Balance Sheet 2,157.39 2,460.70
The Company proposes to carry forward Rs. 2,157.39 lacs to Reserves and
Surplus.
Operational Review
During the year under review, your Company earned an income of Rs.
10,151.80 lacs as against Rs. 9,192.97 lacs in the previous year, an
increase of 10.63% as compared to the previous year. The Company has
incurred a Net Loss of Rs.296.30 lacs as against Net Loss of Rs. 270.07
lacs in the previous year.
The summarized key indicative figures are mentioned below. (Rs. In
lacs)
Particulars 2014-15 2013-14
Sales / Other Receipts 10,114.18 9,142.20
Exports 4,466.94 4,893.30
Net Profit / (Loss) (296.30) (270.07)
During the year losses have also increased by Rs. 26.63 lacs due to
unprecedented increase in Raw Material and Packing Material prices
throughout the year; and also additionally due the high level of
expenses of the General Lighting Division of the Company.
Dividend
In the absence of profits your Company has not declared dividend for
the year under review.
Internal Control Systems and its adequacy
The Company has adequate internal financial controls with reference to
financial statements. During the year such controls were tested and no
reportable material weaknesses in the design or operation were
observed.
Business Risk Management
Pursuant to Section 134(3)(n) of the Companies Act, 2013 & Clause 49 of
the Listing Agreement, the Company has constituted a Business Risk
Management Committee. The details of the committee and its terms of
reference are set out in the corporate governance report forming part
of the Board's report.
Whistle Blower Policy
Pursuant to the provisions of Sections 177(9) and (10) of the Companies
Act, 2013, a Whistle Blower for directors and employees to report
genuine concerns has been established, which is embedded in its Code of
Conduct. It serves as a guide for daily business interactions,
reflecting your Company's standard for appropriate behavior and
Corporate Values. The Code of Conduct has been uploaded on the website
of the Company.
Conservation of energy, technology absorption and foreign exchange
earnings and outgo
The details of conservation of energy, technology absorption, foreign
exchange earnings and outgo as required to be disclosed under Section
134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies
(Accounts) Rules 2014 are appended as Annexure I
Corporate Governance and Management Discussion and Analysis Report
The Corporate Governance Report together with the Certificate from the
auditors of the Company regarding compliance with the requirements of
Corporate Governance and Management Discussion & Analysis Report, which
form an integral part of this Report, is set out as Annexure II &
Annexure III respectively, as stipulated in Clause 49 of the Listing
Agreement.
Particulars of Employees
The information required pursuant to Section 197 read with rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the reports and
accounts are being sent to the members and others entitled thereto,
excluding the information on employees' particulars which is available
for inspection by the members at the registered office of the Company
during business hours on working days, barring Saturdays and Sundays,
of the Company prior to the date of ensuing Annual General Meeting. If
any member is interested in inspecting the same, such member may write
to the Company.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, 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 the Committees. The manner in which
the evaluation has been carried out has been explained in the Corporate
Governance Report.
Remuneration Policy
The Board has, on the recommendation of the Nomination and Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
Particulars of loans, guarantees or investments under Section 186
The Company has not given any loans covered under the provisions of
Section 186 of the Companies Act, 2013. The details of guarantees and
investments made by Company are given in the notes to the financial
statements.
Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013, shall state
that
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to 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 at the end of the financial year and of the profit and
loss of the Company for that period;
(c) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts on a going concern
basis; and
(e) the directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively.
(f) the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
Guarantee
Directors and Key Managerial Personnel Appointment:
Pursuant to provisions of Section 161(1) of the Companies Act, 2013 and
the Articles of Association, Mrs. Anju D. Soni has been appointed as an
Additional Director with effect from 27th March, 2015 and shall hold
the office up to the date of ensuing Annual General Meeting. The
Company has received requisite notice in writing proposing Mrs. Anju D.
Soni for appointment as Non-executive Director of the Company liable to
retire by rotation.
Resignation:
Mr. Vimal J. Soni has resigned as a Whole-time Director of the Company
with effect from 26th March, 2015. The Board of Directors places on
record its appreciation for the contribution made by Mr. Vimal J. Soni
during his long and fruitful association with the Company.
Declaration by Independent Director(s) and re- appointment
Pursuant to Sections 149, 150 and 152 of the Companies Act 2013 read
with the Companies (Appointment and Qualification of Director) Rules,
2014 along with Schedule IV of the Act (including any statutory
modifications or re-enactment thereof for the time being in force), the
independent directors can hold office for the term of 5 consecutive
years on the Board of your Company. Since the existing Independent
Directors of the Company satisfy the said requirements and they were
not appointed in the last Annual General Meeting, it is proposed to
appoint the following existing Independent Directors as Independent
Directors for a proportionate term of four consecutive years from the
date of this Annual General Meeting till the date of the 27th Annual
General Meeting of the Company in the calendar year 2019.
1. Mr. Mohib N. Khericha
2. Mr. Mohan M. Jayakar
3. Dr. Vishnu J. Acharya
These Independent Directors shall not be liable to retire by rotation.
They have given the declaration pertaining to the criteria of
independence as per Section 149 (6) of the Act. The Company has
provided suitable training to independent directors to familiarize them
with the Company, their roles, rights, responsibilities in the Company,
nature of the industry in which the Company operates and business model
of the Company.
The independent directors shall be eligible for reappointment for next
five years on passing of a special resolution by the Company and
disclosure of such appointment in the Board's report.
Meetings
During the year under review, 6 (six) Board Meetings and 4 (four)
Committee Meetings were convened and held, the details of which are
given in the Corporate Governance Report. The intervening gap between
the Board Meetings was within the period prescribed under the Companies
Act, 2013.
Extract of Annual Return
As required pursuant to Section 92(3) of the Companies Act, 2013 and
Rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of Annual Return in MGT 9 is a part of this Annual
Report as Annexure IV.
Material Changes and Commitments
Pursuant to the provisions of Section 180(1)(a) of the Companies Act
2013, the members of the Company have approved the sale / lease /
disposal of the General Lighting Division of the Company vide Special
Resolution passed by Postal Ballot on 23rd December, 2014. The Company
has entered in to a License Agreement with Corvi LED Pvt. Ltd. vide
board resolution dated 13th April 2015, granting exclusive license to
use the intellectual property rights of brand "Corvi" with effect from
14th April, 2015.
Particulars of contracts or arrangements with related parties:
Particulars of every contract or arrangement entered into by the
Company with related parties referred to in Sub-section (1) of Section
188 of the Companies Act, 2013 including certain arm's length
transactions under third proviso thereto are disclosed in Form No.
AOC-2 as Annexure V.
Auditors
M/s. Mayank Shah and Associates, Chartered Accountants, retire and are
eligible for re-appointment from the conclusion of the forthcoming
Annual General Meeting up to the conclusion of next Annual General
Meeting. There are no qualifications or adverse remark in the Auditors
Report.
Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under, Mrs.
Heena Shah, Practicing Company Secretary, has been appointed
Secretarial Auditor of the Company. The report of the Secretarial
Auditor is enclosed as Annexure VI to this report. The Secretarial
Auditors report for the financial year 2014-15 does not contain any
qualification, reservation or adverse remark.
General
No disclosure or reporting is required in respect of the following
items as there were no transactions on these items during the year
under review :
1. Details relating to deposits covered under Chapter V the Act.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme
4. No significant or material orders were passed by the regulators or
court or tribunals which impact the going concern status and Company's
operation in future.
5. No material changes and commitments have occurred after the close of
the financial year till the date of this report, which affect the
financial position of the Company.
6. There were no cases filed pursuant to the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during
the year under review, though the Company has adopted a policy for
prevention of Sexual Harassment of Women at workplace, which is
reviewed by Committee at regular intervals
Acknowledgements
The Company wishes to place on record its sincere appreciation of all
with whose help, co-operation and hard work the Company is able to
achieve the results.
For and on behalf of the Board of Directors
Mr. Jayant P. Soni
Chairman and Managing Director
Place: Mumbai
Date: 30th May, 2015
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