DIRECTORS’ REPORT TO The Members, Your Directors have immense pleasure in presenting their 30th annual report on the business and operations of the Company and the accounts for the financial year ended March 31, 2015. DIVIDEND The Company has not declared any dividend for the year ended March 31,2015. 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 was no dividend declared and paid last year. OPERATIONS During the year under review the revenue from operations declined to 42,68,473 Rs. As against Rs. 57,67.000 in previous year . The EBIDTA recorded for the year increased during the year to Rs. 27,64,199 as against Rs. 12,73,882 of previous year. The net profit is Rs. 19,29,347 as against loss of Rs. 3,96,116 in previous year. Reserves Company has transferred Rs. 19,29,347 to the reserve account. Finance 1. Share Capital The paid up equity share capital as on 31 March 2015 was Rs. 99,90,000. There was no public issue rights issue , bonus issue or preferential issue etc. during the year under review. The Company has not issued shares with differential voting rights sweat equity shares nor has it granted any stock options. 2. Fixed Deposit The company has not accepted any deposit under section 73 of the companies Act, 2013. 3. Particulars of loan guarantees and investments The Company has not provided any loan guarantee and has not made any investment covered under the provisions of section 186 of the Companies Act, 2013. Vigil Mechanism/whistle Blower policy Pursuant to section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has formulated a Whistle Blower Policy to establish a vigil mechanism for directors and employee of the Company. The purpose and objective of this policy is to provide a framework to promote responsible and secure whistle blowing it protects the employees wishing to raise concern about serious irregularities within the Company. The detail of whistle Blower policy are explained in the Corporate Governance Report and also posted on the website of the company. Related Party Transaction All related party transactions have been on arm length basis and detail of the related party transaction held during the year is provided in Annexure III. Significant and Material orders passed by the Regulators of Courts There were no significant and material orders passed by the Regulators/courts which would impact the going concern status of the Company and its future operations. Directors and key Managerial Personnel 1. Appointment Mr. Sunaina Chibha , director liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for reappointment. During the year, Mr. Pradeep kumar Chopra and Mr. Akshant Bhaskar have been appointed as independent directors for term of 5 years . Mr. Naresh kumar chibba has been reappointed as Managing Director of the Company in last annual general meeting of the Company for the term of 5 years with effect from 1 August 2015 Ms Sunaina Chibba has been appointed as Women non executive Director of the Company in last annual general meeting of the company. Mr. Urminder Singh has been appointed as chief Financial officer with effect from 23/6/14. Further Mr. Sourav Malhotra resigned as company secretary of the company w.e.f. 24/11/14 Mr Sujeet kumar has been appointed as company secretary with effect from 11/12/14 and resigned as company secretary with effect from 4/3/2015. Mr. Pardeep Kumar has been appointed as company secretary with effect from 4/3/15. 2. Retire by Rotation In accordance with provision of companies Act, 2013 and Articles of Association of the Company Ms Sunaina Chibba Director liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for reappointment. 3. Meetings During the year 21 Board Meetings and 8 Audit Committee Meetings were convened and held. The details of which are given in the corporate governance Report. The intervening gap between the Meetings was within the period prescribed under the companies Act,2013. 4. 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 its Audit, Nomination & Remuneration and Compliance Committees,. The manner in which the evaluation has been carried out has been explained in the corporate Governance Report. 5. Declaration by an Independent Director(S) All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. 6. Managerial Remuneration Detail of particulars pursuant to section 197 (12) of the Companies Act, 2013 read with rules of the companies (appointment & Remuneration of Managerial Personnel ) Rules 2014, are annexed as Annexure-VI. 7. Nomination and Remuneration Policy The Board has on recommendation of Nomination and Remuneration committee, framed a policy for selection , appointment and remuneration of Directors and key managerial Personnel , More detil of the same as given in the Corporate Governance Report. Directors’ Responsibility Statement To the best of their knowledge and belief and according to the information and explanations obtained by them. Your Directors make the following statements in terms of the section 134 (3) (c) of the Companies Act, 2013. i) That in the preparation of the annual financial statements for the year ended March 31 2015 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ii) That such accounting policies as mentioned in the Financial Statements as Significant Accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and orudent so as to give a true and fair view of the stae of affairs of the company as at March 31 2015 and of the profit of the Company for the year ended on that date; iii) The proper and sufficient care has been taken 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 annual financial statements have been prepared on a going concern basis v) That proper internal financial control were in place and that the financial controls were adequate and were operating effectively vi) That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. Auditors 1. Statutory Auditor The Auditors, M/s B K Kapur & Company chartered Accountants, have been appointed as Statutory Auditors of the company for a period of 5 years at the last annual general meeting held on 29th September 2014 subject to ratification of their appointment by members at every annual general meeting. The Shareholders at the ensuing annual general meeting will consider ratification of the appointment of Statutory auditors. As required under clause 41 of Listing Agreement, the Auditors have conformed that they hold a valid certificate issued by peer Review Board of the Institute of Chartered Accountants of India. The Auditors’ Report does not contain any qualification. Notes to Accounts and auditors remarks in their report are self- explanatory and there is only one remark in the auditors’ Report regarding delay inPf payment. Explanation to the remark in Statutory Auditors’ Report. The Directors submit their explanation to the remark made by the Statutory auditors in their report for the year 2014-15. The relevant remark and their reply are as under; The Company deposited Cheques of Pf payment within stipulated time but the banker of PF organization delayed clearing Cheques from the companies Accounts. 2. Cost Audit The services provided by company are not covered under cost audit and therefor, pursuant to section 148 of companies Act, 2013 with the companies (Cost Records and Audit) Amendment Rules, 2014, the Company is not required to maintain the cost audit records. 3. Secretarial Audit Pursuant to the provisions of section 204 of the companies Act 2013 and the companies (appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. B.S. Goyal & Co. a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure- IV Explanation to the qualification in Secretarial Auditors’ Report The Directors submit their explanation to the qualifications made by the Secretarial Auditors in their report for the year 201415. The relevant qualification and their reply are as under. The constitution of the Board was in line with the Clause 49 of the listing agreement and as per old Companies Act 1956. After enforcement of new Companies Act, 2013 the board was reconstituted and interpretation of the section 152(6) has taken differently by the Board as per section 152(6)(a) the 2/3 Director of total Director should be liable to retire by rotation and further as per explanation in section 152(6) (e) total number of Director for the purpose of subsection(6) of section 152 shall not include independent directors. The company in the Board meeting held on 23.07.2015 has appointed Mr. Dhiraj kumar Choudhary as Non executive additional director to comply with section 1529(6). 4. Internal Audit & Controls Mr. Gaurav Kumar has been appointed as internal auditor of the company at 23.062014. During the year the company continued to implement his suggestions nad recommendations to improve the control environment. His scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes and assessing the internal control strengths in all areas. Conservation of Energy, Technology absorption and Foreign Exchange Earnings and Outgo (a) Energy conservation has been an important thrust area for the company. The adoption of energy conservation measures has helped the Company in reduction of cost and reduced machine down-time. (b) Energy conservation is an ongoing process and new areas are continuously indentified and suitable investments are made wherever necessary. (c) Various on –going measures for conservation of energy include(i) use of energy efficient lighting and better use of natural lighting(ii) reduction of energy loss and (iii) replacement of outdated energy intensive equipment. But company has not made any big investment for this purpose since the company suspended its Manufacturing Activities. Technology absorption 1) During the year 2014-15 required minor effort has been taken for technology absorption. 2) No absorption of imported technology has been taken place during year 2014-15 3) No expenses incurred for Research and Development during financial year 2014-15 Foreign Exchange Earning and Outgo Particulars with regard to foreign exchange earnings & outgo appear in point 22 of notes to account. Foreign exchange earning is Rs. 42,62,258 and outgo is nil. Obligation of company under the sexual harassment of women at workplace (Preventation,prohibition and redressal) Act,2013 Not applicable *as the company has not any woman employee during the year under review. There has been no need to frame any Sexual Harassment Committee and policy. Extract of Annual Return The deails forming part of the extract of the Annual Return inform MGT-9 is annexed herewith as” Annexure-II”. Material changes and commitments , if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report. Mr. Pardeep Kumar, Company secretary of company has resigned with effect from 18th May 2015 and Ms. Pratima Agarwal has been appointed as company secretary with effect from 18th May, 2015. Mr. Dhiraj Kumar Choudhary has been appointed as Additional director of the company with effect from 23rd July 2015. Corporate Governance The Company has taken all required steps for good corporate governance in the company, the detail of steps taken is given in report on corporate Governance which is annexed herewith as “ annexure-v” Statement concerning development and implementation of Risk Management policy of the Company The Company does not have any risk Management policy as the elements of risk threatening the company’s existence are very minimal. Details of policy developed and implemented by the Company on its corporate social Responsibility initiatives The company has not developed and implemented any corporate social Responsibility initiatives as the said provisions are not applicable. Personnel Employee relations continued to be cordial throughout the year in the company. Your directors express their appreciation for the contribution made by the employees to the operations of the company during the year. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the company and its future operations. Management Discussion And Analysis The Management Discussion And Analysis forms part of this Annual Report for the year ended 31st March 2015. Particulars of Employees The Provision of Rule(20 & (3) of the companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs. 60 lacs per year to be disclosed in the Report of the Board of directors are not applicable to the company as none of the employees was in receipt of remuneration in excess of Rs. 60 lacs during the financial year 2014-15. Acknowledgement Your Directors convey their sincere thanks to the carious agencies of the central Government state Governments, Banks and other concerned agencies for all the help and cooperation extended to the Company. The Directors also deeply acknowledge the trust and confidence the shareholders and investors have placed in the company. Your directors also record their appreciation for the dedicated services rendered by the workers, staff and officers of the company. For and on behalf of Board of Directors Sd/- Naresh K Chibba Managing director Sd/- Dhiraj Kumar Choudhary Director Place: Noida Date: 13.08.2015 |