DIRECTORS' REPORT Dear Shareholders, Your Directors have pleasure in presenting 52nd Annual Report together with Audited Annual Accounts of the Company for the year ended 31st March, 2015. DIVIDEND In view of the Company having losses during the year, the Directors hereby express their inability to recommend any dividend for the year ended 31st March, 2015. AMOUNTS PROPOSED TO BE CARRIED TO RESERVES Particulars of the amounts proposed to be carried to reserves have been covered as part of the financial performance of the Company. STATE OF COMPANY'S AFFAIRS Although the turnover of the Company registered a marginal increase over the previous year, the operating margin was under severe strain, in exports as well as domestic market. In order to maintain sales, heavy discounts had to be passed on to customers due to severe recessionary condition in the market. The overseas market too faced very severe recessionary condition, resulting in severe drop in volumes and also the sharp depreciation of the major foreign currency against Indian Rupee which could not be covered up by way of adjustment of prices due to extreme recessionary market. The above factors have resulted unsatisfactory final results. BOARD OF DIRECTORS Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Shri Pradeep Jain, Shri Lokesh Sood and Shri Ambarish Raj were appointed as independent directors at the annual general meeting of the Company held on 30th September, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. Mrs Pallavi Joshi Bakhru, who was appointed as independent woman director in the last Annual General Meeting, have resigned from the Board and its committees w.e f. 30/04/2015. The Board places on record its appreciation of the invaluable contribution and guidance provided by her. Mrs.Pooja Mehra Saigal (holding DIN 07249183) has been appointed as an additional director of the company w.e.f. 30.07.2015 under provisions of sections 149, 152 and any other applicable provisions of the companies act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force), and have submitted a declaration stating that she meets the criteria for independence as provided in section 149(6) of the act and who is eligible for appointment as an independent woman director for 5 years. Her appointment was recommended by the nomination and remuneration committee. In the opinion of the Board she is person of integrity and possess the relevant expertise and experience. The Board recommend their appointment. Necessary resolution for appointment of aforesaid Director have been included in the Notice in ensuing AGM for the approval of the Shareholders. DIRECTORS' RESPONSIBILITY STATEMENTS In compliance to the Provisions of Section 134(5) of the Companies Act, 2013, with respect to Directors' responsibility statement, it is hereby confirmed :- i. That in the preparation of the accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures. ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review. iii. That 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. iv. That the Directors have prepared the accounts for the financial year ended 31st March, 2015 on a "going concern" basis.\ v. That the Directors had laid down proper internal Financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively. vi. That the Directors have revised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. INTERNAL FINANCIAL CONTROLS Your Company has in place adequate systems of internal control commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable Financial and Operational information, complying with applicable statutes, safeguarding assets from authorized use or losses, executing transactions with proper authorization and ensuring compliance of internal policies. The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in Form MGT-9 are annexed herewith as Annexure "A". NUMBER OF MEETING OF THE BOARD During the financial year 2014-15 four Meeting of Board of directors were convened and held on 29/05/2104, 07/08/2104 ,14/11/2014 and 12/02/2015. The meetings of Audit Committee were convened and held twice during the year. The meeting of Nomination and Remuneration Committee was convened and held once during the year. Meetings of investor/shareholder grievance committee were held 4 times during the year. STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 . NOMINATION AND REMUNERATION POLICY The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, KMPs and Senior Management Personnel and their remuneration. The Policy is annexed herewith as Annexure "B". The composition, role, functions and powers of the Nomination and Remuneration Committee are in accordance with the Provisions of the Companies Act 2013 and the listing agreements with the Stock Exchange. EXPLANATION OR COMMENTS ON AUDITORS' REPORT AND SECRETARIAL AUDIT REPORT. There are no qualifications, reservations or adverse remarks or disclaimer made by the statutory auditors in their audit report or by the practicing company secretary in the secretarial audit report. However,the observations made in the Auditors' Report are self explanatory and needs no further explanation. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013. These primarily consist of loans to employees as per the policies of the Company and loans to suppliers in the normal course of business of the company. The closing balances of these loans are disclosed under the schedule of Loans and Advances in the financial Statements. The Company has not given any guarantees or made any investments during the year, which would be covered by Section 186 of the Companies Act, 2013. RELATED PARTY TRANSACTIONS Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into by the Company with Related parties have been done at arm's length and are in the ordinary course of business. Hence, no particulars are being provided in Form AOC-2. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING FIANCIAL POSITION OF THE COMPANY There are no adverse material changes or commitments occurring after 31st March, 2015 which may affect the financial position of the Company or may require disclosure. CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act,2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure "C". BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance as a whole and individually for Chairman & Managing Directors, Jt Managing Director, Executive Director and Independent Directors . The performance is being evaluated on the Basis of their attendance in the meetings, compliance of Code of conduct of the Company and applicable provisions of the companies Act , their participation level in the meetings etc. The performance is evaluated by each director for themselves and for conduct and performance of Board from their point of view. Independent Directors evaluated the performance of Chairman and other non independent directors and Board as a whole in their separate meeting. The performance of Independent Director is evaluated by the Board. CHANGE IN THE NATURE OF BUSINESS During the year under review, there has been no change in the nature of business of the Company. DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL. During the year under review, there has been no appointment and resignation of Directors and Key managerial Personnel of the Company. NAME OF THE COMPANIES WHICH HAVE BECOME/ CEASED TO SUBSIDARIES, JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR. The Company did not have any subsidiaries, associates or Joint ventures during the year. DEPOSITS The Company has not accepted deposits under Chapter V of the Companies Act, 2013. SIGNIGICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANYS OPERATIONS. To the best of our knowledge, the Company has not received any such orders from Regulators, Court or Tribunals during the year, which may impact the going concern status or the Company's operations in future. GENERAL The Company has formulated a policy on Prevention of Sexual Harassment approved by the Board. The policy may be accessed on the Company's website. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. WHISTLE BLOWER POLICY The Board of Directors has adopted the Whistle Blower Policy. The Policy has provided a mechanism for Directors, Employees and other persons dealing with the Company to report to the Chairman of the Audit Committee, any instance of unethical behavior, actual or suspected fraud or violation of the Code of Conduct of the Company. The details of the policy has been uploaded at the website of the Company. COMPOSITION OF AUDIT COMMITTEE The composition of the Audit Committee is mentioned as under:-Sh Ambarish Raj Independent Director Sh. Pradeep Jain Independent Director Sh. Lokesh Sood Independent Director The composition, role, functions and powers of the Audit Committee are in accordance with the Provisions of the Companies Act 2013 and the listing agreements with the Stock Exchange. AUDITORS M/S Singhi & Company, Chartered Accountants , shall continue as Statutory Auditors of the for Financial Year 2015 -16 pursuant to approval given by the shareholders in last AGM appointing them as Statutory Auditors' of the company for three years. However as required under the provisions of Companies Act 2013, said appointment is being ratified in the ensuing AGM. SECRETARIAL AUDITOR Pursuant to the provisions of section 204 of the Act the Companies(Appointment and Remuneration of Managerial Personnel ) rules, 2014, the of Directors has appointed Mr. Pradip Kumar Muduli, practicing Company Secretary for conducting secretarial audit of the company for the financial year 2014-15. The Secretarial Audit Report is annexed herewith as Annexure "D" The secretarial Audit Report does not contain any qualification, reservation and adverse remark. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES Particulars of remuneration paid to the employees as required to be disclosed under section 197(12) of the Act read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014, are set out in Annexure "E" attached hereto and form part of this Report. CORPORATE GOVERNANCE SEBI has exempted listed companies with equity share capital of up to Rs 10 crore and net worth not exceeding of Rs 25 crore and those also listed on SME platforms of the stock exchanges from the mandatory compliance of corporate governance code "for the time being". Our Company accordingly is not required to comply with mandatory compliance of corporate governance code. ACKNOWLEDGEMENT Your Directors wish to place on record their sincere appreciation to employees for their continuous efforts and valuable services rendered by them at all levels. FOR & ON BEHALF OF THE BOARD S.K.MANDELIA CHAIRMAN Place: New Delhi Dated: July 30, 2015 |