DIRECTORS' REPORT TO THE SHAREHOLDERS To The Members, The Board of Directors hereby presents the 27th Annual Report on the business and operations of Company and summary Financial Statement for the year ended 31st March, 2015. OPERATIONAL REVIEW The operations for the year under review have resulted in loss of Rs. 12.76 Lacs as against loss of Rs. 23.00 Lacs in previous year. There were no manufacturing operations during the year under review. FIXED DEPOSIT Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. SHARE CAPITAL The paid up equity share capital of the Company as on March 31, 2015 was Rs. 17.32 Cr. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. BOARD OF DIRECTORS AND ITS MEETINGS One meeting of the Board of Directors is held in each quarter. During the year four Board Meetings and four 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 and clause 49 of the listing Agreement. DECLARATION OF INDEPENDENT DIRECTORS All independent Directors have declared and affirmed their compliance with the independence criteria as mentioned in Section 149(6) of the Companies Act, 2013 and clause 49 of the listing agreement in respect of their position as an Independent Director of the Company. DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMPs) APPOINTMENT OR RESIGNATION In accordance with Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Ramesh D Punjabi (DIN 03244442) and Mr. Ashwani Kumar (DIN 03274004) shall retire by rotation as Director at the ensuing annual general meeting and being eligible, offers themselves for re- appointment. A brief profile of the above-named Directors seeking appointment/re-appointment at the ensuing annual general meeting of the Company has been provided in the notice of the Annual General Meeting. AUDIT COMMITTEE The Audit Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement. 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. DIRECTOR'S RESPONSIBILITY STATEMENT In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that: i) In the preparation of the annual accounts, the applicable accounting standards have been followed. ii) 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) 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. iv) The directors have prepared the annual accounts on a going concern basis. v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Details of loans and investments by the Company to other body corporate or persons are given in notes to the financial statements. RELATED PARTY TRANSACTIONS There are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. All Related Party Transactions are placed before the Audit Committee as also to the Board for approval. Details of related party transactions are given in notes to the financial statements. SUBSIDIARY COMPANIES The Company does not have any subsidiary. CODE OF CONDUCT The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board of the Company. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. AUDITORS & AUDITORS' REPORT M/s. P V Dalal & Co, Chartered Accountants (Registration number 102049W), were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 26th Annual General Meeting (AGM) held on September 30, 2014 until the conclusion of the third consecutive AGM of the Company to be held in the year 2017 (subject to ratification of their appointment by the members at every AGM held after the AGM held on September 30, 2014. As required under the provisions of Section 139(1) of the Companies Act, 2013, the Company has received a written consent from M/s. P V Dalal & Co, Chartered Accountants to their appointment and a certificate, to the effect that their appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed thereunder and that they satisfy the criteria provided in Section 141 of the Companies Act, 2013. Members are requested to ratify the appointment of the Statutory Auditor as aforesaid and fix their remuneration. The auditor's report is self-explanatory and does not require further comments. EXTRACT OF THE ANNUAL RETURN The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013, in included in this Report as Annexure II and forms an integral part of this Report. PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES During the year under review, the Company does not have any employees. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Information pursuant to 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, 2014 relating to the foregoing Matters is given in the Annexure I forming part of this report. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. CASH FLOW STATEMENT In conformity with the provision of Clause 32 of the Listing Agreement the cash flow statement for the year ended 31st March 2015 is annexed hereto. REFERENCE TO BIFR In earlier years Company net worth had been fully eroded as a result the company had approached to the Board of Industrial Financial Re-structuring (BIFR) for protection provided under the sick Industrial Company (Special Provisions) Act, 1985. BIFR had received & registered our reference as 289/2004.In October,2012 BIFR circulated Draft Rehabilitation Scheme (DRS) for inviting objections. APPRECIATION The Board places on record its sincere appreciation for the wholehearted support extended by Financial Institutions, Banks, and Shareholders. FOR AND ON BEHALF OF THE BOARD Rishi Pilani Chairman Place: Mumbai Date: August 14, 2015 |