DIRECTORS' REPORT Dear Members, Your Directors have pleasure in presenting their 29thAnnual Report on the business operations of the Company along with the Audited Statement of Accounts for the year ended 31stMarch, 2015. OPERATIONS: During the year under review, your Company earned a total Income of Rs.3217.67 comprising mainly of Sale of Shares, interest & Dividend and long/short term share investments profit. Against this, the total expenses amounted to 3048.17 Lacs. As a result of this the Company has earned Net Profit of Rs. 138.85 Lacs as against the profit of Rs.157.49 Lacs for the previous year Barring unforeseen circumstances, your Directors are optimistic that the Company would be able to report better performance during the current year. TRANSFER TO RESERVES: The Company proposes not to carry any amount to the General Reserves of the Company for the financial year 31stMarch 2015 as per audited standalone financial statements. DIVIDEND: With a view to conserve the resources for the future operations, your Directors have thought it prudent not to declare dividend for the year ended 31stMarch, 2015. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT: Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing with Stock Exchange in India, is presented in a separate section forming part of the Annual Report. CHANGE IN THE NATURE OF BUSINESS, IF ANY: There was no change in the nature of business of the Company or any of its subsidiaries during the year. NUMBER OF MEETINGS OF THE BOARD: The Board met 5 times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. DIRECTORS: The Nomination and Remuneration Committee meeting held on 30.03.2015 & the Board, at their meeting held on 30th March 2015, considered and approved the reappointed Mr. Mahesh Jhawar as a Whole time director of the Company AND Mr. Mahesh S. Jhawar as Managing Director of the Company for a period of five years commencing 1st April, 2015 and they are not liable to retire by rotation. The Nomination and Remuneration Committee meeting held on 30.03.2015 & the Board, at their meeting held on 30th March 2015, considered and approved the reappointed Ms. Kamal R. Jhawar as woman Director of the Company with effect from 30th March 2015. The above Directors are belongs to the promoter group and the shareholding of the promoter group as on date is consist of 2,141,865 (43.97%) equity shares of Rs.10/- each. TRAINING OF INDEPENDENT DIRECTORS: Every new independent director of the Board attended an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the Company's strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management. The Company has organized the following workshops for the benefit of Directors and Independent Directors: (a) a program on how to review, verify and study the financial reports; (b) a program on Corporate Governance; (c) provisions under the Companies Act, 2013; and (d) SEBI Insider Trading Regulation, 2015. Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director. COMMITTEES OF THE BOARD: Currently, the Board has four committees: 1. Audit Committee, 2. Nomination and Remuneration Committee, 3. Stake Holders Relationship Committee, 4. Risk Management Committee. A detailed note on the Board and its committees is provided under the corporate governance report section in this Annual Report. INDEPENDENT DIRECTORS DECLARATION: The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Independent Directors under section 149(6) of the Companies Act, 2013 declared that: 1. They are not a promoter of the Company or its holding, subsidiary or associate company; 2. They are not related to promoters or directors in the company, its holding, subsidiary or associate company. 3. The independent Directors have /had no pecuniary relationship with company, its holding, subsidiary or associate company , or their promoters, or directors, during the two immediately preceding financial years or during the current financial year; 4. None of the relatives of the Independent Director has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year; 5. Independent Director, neither himself nor any of his relatives- (i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed; (ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of- (A) A firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or (B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent. or more of the gross turnover of such firm; (iii) Holds together with his relatives two percent. or more of the total voting power of the company; or (iv) is a Chief Executive or Director, by whatever name called, of any nonprofit organization that receives twenty-five percent. or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two percent. or more of the total voting power of the company; 6. Independent Director possesses such qualifications as may be directed by the Board. The Company & the Independent Directors shall abide by the provisions specified in Schedule IV of the Companies Act, 2013. BOARD EVALUATION: Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors should be done by the entire Board of Directors, excluded the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee. PERFORMANCE OF THE BOARD AND COMMITTEES: During the year under review, the performance of the Board & Committees and Individual Director(s) based on the below parameters was satisfactory: (i) Most of the Directors attended the Board meeting; (ii) The remunerations paid to executive Directors are strictly as per the company and industry policy. (iii) The Independent Directors contributed a lot in the Board and committee deliberation and business and Operation of the company and subsidiaries based on their experience and knowledge and Independent views. (iv) The Credit Policy, Loan Policy and compliances were reviewed periodically; (v) Risk Management Policy was implemented at all critical levels and monitored by the Internal Audit team who places report with the Board and Audit committee. MEETING OF INDEPENDENT DIRECTORS: Pursuant of the provision of Section 149 (8) of the Companies Act, 2013 read with Schedule IV and Clause 49 of the Listing Agreement, the Independent Directors of the Company , reviewed the performance of Non- independent directors and the Board as a whole including the Chairperson of the Company, views expressed by the executive directors and non-executive directors at various level, and quantified the quality, quantity and timeliness of flow of information between the Company, management and the Board and expressed satisfaction. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION: The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on 31stMarch, 2015, the Board consists of 5 members. Out of which one is the Managing Director, one is Whole-time Director of the Company and three are non Executive Director of the company out of which one is the women director of the company. The Chairman of the Board is an Independent Director of the Company. The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013, adopted by the Board and are stated in this Board report. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company. FIXED DEPOSIT As on 31stMarch, 2015 the Company held no deposit in any form, from anyone. There was no deposit held by the Company as on 31stMarch, 2015 which was overdue or unclaimed by the depositors for the present the Board of Directors have resolved not to accept any deposits from public, shareholders and others. NOMINATION AND REMUNERATION COMMITTEE Pursuant to the Section 178 of the Companies Act, 2013, the Company has set up a Nomination and Remuneration and under the Chairmanship of the Independent Director Shri Vijaykumar Moyal. The Gist of the Policy of the said committee: For Appointment of Independent Director (ID): a. Any person who is between the age of 25 years and below 75 years eligible to become Independent Director(ID); b. He has to fulfill the requirements as per section 149 of the Companies Act, 2013 read with Clause 49 of the Listing Agreement; c. Adhere to the code of conduct as per Schedule IV to the Companies Act, 2013; d. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Trading policy of the Company; e. Independent Director should have adequate knowledge and reasonably able to contribute to the growth of the Company and stakeholders; f. Independent Director should be able to devote time for the Board and other meetings of the company; g. Entitled for sitting fees and Reasonable conveyance to attend the meetings; and h. Able to review the policy, participate in the meeting with all the stakeholders of the company at the Annual General Meeting. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to Board. M/s. S.G.Kabra - Chartered Accountants is the internal Auditor of the Company. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the Section 134(3)(c) and Section 134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm: (i) That in the preparation of the accounts for the financial year ended 31stMarch, 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 and 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 31stMarch 2015 on a 'going concern' basis. (v) The internal financial controls laid and have been followed by the company and that such controls are adequate and are operating effectively. Such controls means controls and policies and procedures adopted and adherence by the company for orderly and efficient conduct of the business for safeguarding assets, prevention and detection of frauds and errors and maintenance of accounting records and timely preparation of financial statements and review its efficiency (vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. AUDITORS At the Annual General Meeting held in 2012 S.G. Kabra& Co. Chartered Accountants, were appointed as auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017. In terms of the first proviso to Section 139,142 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. S. G. Kabra& Co. Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. AUDITORS REPORT The Auditors have not made any qualification to the financial statement. Their reports on relevant notes on accounts are self-explanatory and do not call for any comments under section 134 of the companies Act, 2013. COST AUDIT The central govt. has not prescribed the maintenance of Cost records under section 148 of the Companies Act 2013 for the year ended 31st March 2015 SECRETARIAL AUDITOR M/s. Ramesh Chandra Mishra & Associates, Company Secretary in Practice was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for F.Y. 2014-15 is Annexed-I to this Board's Report. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS: There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future. VIGIL MECHANISM / WHISTLE BLOWER POLICY: The Company has a vigil mechanism named Fraud and Risk Management Policy (FRM) to deal with instance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. RELATED PARTY TRANSACTIONS/CONTRACTS: Pursuant to the Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contract or arrangement entered into by the Company with related parties referred to in Section 188(1) in Form AOC-2 is Annexed-II to this Board's Report. The details of such related party transactions are available in the Notes to the Standalone financial statements section of the Annual Report. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report. EXTRACT OF ANNUAL RETURNS Pursuant to the Section 134(3)(a) of the Companies Act, 2013, the details forming part of the extract of the Annual Return is Form MGT-9 is Annexed-III in the report INSURANCE OF ASSETS All the fixed assets, finished goods, semi-finished goods, raw material, packing material and goods of the company lying at different locations have been insured against fire and allied risks. BANK AND FINANCIAL INSTITUTIONS Directors are thankful to their bankers for their continued support to the company. EMPLOYER/EMPLOYEE RELATIONS The relationship with the workers of the Company's manufacturing units and other staff has continued to be cordial. The Directors wish to put on record their sincere appreciation and gratitude for the services rendered by the workers and staff at all levels. HUMAN RESOURCES MANAGEMENT: We take this opportunity to thank employees at all levels for their dedicated service and contribution made towards the growth of the company. The relationship with the workers of the Company's manufacturing units and other staff has continued to be cordial. To ensure good human resources management at the company, we focus on all aspects of the employee lifecycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs. As per provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is Annexed-V to this Board's report. In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee(s) drawing remuneration in excess of limits set out in said rules forms part of the annual report. Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company during business hours from 11 a.m to 5 p.m on working days of the Company up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard. CORPORATE GOVERNANCE: A Report on Corporate Governance along with a Certificate from M/s. Ramesh Chandra Mishra & Associates, regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchange forms part of this Report and Annexed-IV to this Board's Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Particulars as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 are given is Annexed-V to this report. RISK MANAGEMENT POLICY The company has developed Risk Management Policy mainly covering the following areas of concerns 1. The Company's risk and control policy is designed to provide reasonable assurance that objectives are meet by integrating management control into daily operation, by ensuring all the Compliance. For and behalf of the Board Sd/- Ramautar S. Jhawar Managing Director Date: 27th May, 2015 Place: Mumbai Registered Office: 285, Princess Street, 2nd Floor, ChaturbhujJivandas House, Mumbai- 400 002 |