DIRECTORS' REPORT Your Directors are pleased to submit herewith their report together with the audited statement of accounts for the 23rd financial year ended 31st March, 2015. SHARE CAPITAL STRUCTURE : During the year under review there were no changes in the Authorized, Issued, Subscribed and Paid up Share Capital Structure of the Company. DIVIDEND : As our company incurred heavy losses during the year under review and due to the accumulated losses our directors regret for their inability to declare dividend to the members. TRANSFER OF UNPAID / UNCLAIMED DIVIDEND : Your company's all the 4 previous years i.e. dividends declared in year 1995, 1996, 1997 and 1998 are due for transfer thereof to investors' education and protection fund as per the provision of the section 205c of the companies act 1956. However due to huge accumulated losses since the company could not meet its liabilities towards its bankers in time, the bankers are not co operating and so company will make representation of this fact to Registrar of the companies, Securities and exchange board of India. At the highest authorities of bankers, Reserve bank of India. In this situation the audit of the unclaimed unpaid dividend accounts could not be conducted and completed. The company had received more than 2000 investor complaints for nonpayment of dividend or not revalidation of the dividend warrants of the investors. However due to non co operation of the bankers, the company could not resolve such complaints. Even the company's efforts to surrender of the original dividend warrants and in lieu of such dividend warrants requests for issue of demand draft in favor of investor concerned are not accepted by the bankers. In view of the above stated reasons the company could not make compliance with the provision of section 205c of the companies act 1956.Company however has almost solved most of the complaints related to non receipt of dividend warrants. BUY BACK OF EQUITY SHARES : The Company had not made any Buy Back of it's paid up equity shares during the year 2014-15. Hence no specific disclosure is required to be made in this report. YEAR UNDER REVIEW : During the year under review the Company has made net loss of Rs. 24,17,777/- (Previous Year's loss of Rs. 21,81,552/ -) from business. The Company has earned total income Rs 22,69,11,605.00 (Previous year's income was 8,65,06,206.00) and the Total expense is Rs. 22,93,29,382.00 (Previous year's expense is Rs. 8,86,87,758.00) DETAILS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT, 2013 : During the year under review the Company has not made any inter corporate loans, investments, given any corporate guarantee to any other body corporate, subsidiary, associate or any other company. However, the Company had in earlier years provided Long term Loans and Advances of Rs. 2817428. The Company has taken Secured Loan from Adani Enterprise Limited. The same is not yet registered with the ROC. DEPOSITS : During the year under review your company has neither invited nor accepted any public deposit as defined under Section 73 to 76 of the Companies Act, 2013. DEMATERIALISATION OF SECURITIES : Your Company's Equity shares are admitted in the System of Dematerialization by both the Depositories namely NSDL and CDSL. The Company has signed tripartite Agreement through Registrar and Share Transfer Agent System Support Service. The Investors are advised to take advantage of timely dematerialization of their securities. The ISIN allotted to your Company is INE 248C01013.Total Share dematerialized up to 31st March, 2015 were 12218176 which constitute 66.36% of total capital. Your Directors request all the shareholders to dematerialize their shareholding in the company as early as possible. COMPLIANCE WITH THE STOCK EXCHANGE LISTING AGREEMENT : The company is regular in making timely compliance of all the applicable clauses of the Listing Agreement from time to time whether it is event based compliance or time bound compliance of monthly, quarterly, half yearly or yearly compliances. Your Company has already paid Annual Listing fees of the Bombay stock exchange Limited for and up to the financial year 2015-16. The same is pending for Ahmedabad Stock Exchange. The Trading in equity shares of the Company is active on the Bombay Stock Exchange Limited and the same is not suspended for penal reasons by BSE during the year. The Trading platform of the Ahmedabad Stock Exchange Limited, Jaipur Stock Exchange Limited and Culcutta Stock Exchange Limited has been suspended/ cancelled by SEBI hence, no trading is recorded. The highest, lowest, average prices recorded on the Bombay Stock Exchange on every month of the financial year 2014-15 including the volume in shares traded is separately given in other information para of Corporate Governance report attached here to. During the year your company has neither issued any shares or stock options or ESOPs or other employee benefits. MANAGEMENT'S DISCUSSION AND ANALYSIS : Management's discussion and perceptions on existing business, future outlook of the industry, future expansion and diversification plans of the Company and future course of action for the development of the Company are fully explained in a separate para in Corporate Governance Report. DIRECTORS : Mr. Vinodchandra K. Pandya shall retire by rotation at the ensuing Annual General Meeting as per provisions of Law. He eligible for reappointment and have offered themselves for directorship of the company. Your directors recommend for their reappointment. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. Members are requested to refer to the Notice of the Annual General Meeting and the Explanatory Statement for details of the qualifications and experience of the Directors and the period of their appointment. The Board recommends the passing of the Resolutions at Item Nos. 5 to 9 of the Annual General Meeting Notice. MANAGING DIRECTOR : Mr. Dhiren K Thakkar is the Managing Director of the Company. Because of the Company's bad financial position as well as it is a loss making one he is not taking any managerial Remuneration. FORMATION OF AUDIT COMMITTEE IN COMPLIANCE TO SECTION 177 OF THE COMPANIES ACT, 2013 AND CLAUSE 49 OF THE LISTING AGREEMENT ON CORPORATE GOVERNANCE : In Compliance with the provisions of Section 177 of the Companies Act 2013 your company has formed an Audit Committee within the Organization consisting of 3 independent directors. An Internal Auditors have been appointed as Advisors in their professional capacity on this committee. The area of operations and functional responsibilities assigned to the committee are as per the guidelines provided in Clause 49 of the Listing Agreement for implementation of code of corporate governance. The Committee meets at least once in a quarter and gives its report of each meeting to the Board for its approval, record and information purposes. The detail of powers, responsibilities and system of functioning of this committee is given in report on Corporate Governance forming part of this report. STATUTORY INFORMATION : The Information required to be disclosed in the report of the Board of Directors as per the provisions of Section 134 of the Companies Act, 2013 and the Companies Rules regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo is not applicable to the Company. As Company is not manufacturing any product or providing any services. MATERIAL CHANGES : Except the information given in this report, no material changes have taken place after completion of the financial year up to the date of this report which may have substantial effect on business and finances of the company. EMPLOYEES : There are no employees of the company who were in receipt of the remuneration of Rs.60,00,000/- annually in the Aggregate if employed for the year and in receipt of the Monthly remuneration of Rs. 5,00,000/- in the aggregate if employed for a part of the year under review. Hence the information required under being not applicable and hence not given in this report. DISCLOUSER AS PER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULE, 2014 : i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year : Total Remuneration expenses Rs. 235,000/- Managerial Remuneration Expenses Rs. Nil/Other employees Remuneration Rs. 235,000/- ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any in the financial year : No remuneration is increased during the year for any of the Key Managerial Personnel, CFO, CEO, CS or Manager. iii) The percentage increase in the median remuneration of employees in the financial year : During the year there was increase of Rs. 8500/- (03.75%) in remuneration of any employees during the financial year. iv) The number of permanent employees on the rolls of company; 1 (One)* *-However there are several other employees who are contractual and not permanent. v) The explanation on the relationship between average increase in remuneration and company performance : There is increase of 3.75% in the average Remuneration of the employees, whereas Company is still a loss making one. So there is no any direct relationship between the average increase in remuneration and company's performance. vi) Comparison of the remuneration of the Key managerial personnel against the performance of the company; The KMP i.e. Managing Director is not paid any managerial Remuneration. Hence, his remuneration is not comparable inter company, intra company or inter industry as a whole. vii) Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year; Closing Market Price of shares of Company as on 31/03/2014 : Rs.14.25/- <http://Rs.14.25/->Closing Market Price of shares of Company as on 31/03/2015 : Rs.16.34/- <http://Rs.16.34/-> viii) Average percentile increase made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; NOT APPLICABLE as there is increase of 03.75% in Remuneration of any employees of the company. But the Managerial Personnel of the Company are not paid any Managerial Remuneration. ix) Comparison of the each remuneration of the key managerial personnel against the performance of the company; Not Comparable. x) The key parameters for any variable component of remuneration availed by the directors; NOT APPLICABLE. xi) The ratio of the remuneration of the highest paid director to the of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; and No employee is receiving remuneration in excess or higher than the remuneration of Director or Key Managerial Personnel. xii) Affirmation that the remuneration is as per the remuneration policy of the company. All remuneration of the Employees and directors are decided by Nomination & Remuneration Committee and by the Board of Directors within the organization. DIRECTORS' RESPONSIBILITY STATEMENT : Pursuant to the provision contained in Section 134(5) of the Companies Act 2013 (Corresponding Section 217(2AA) of the Companies Act, 1956), the Directors of your Company confirm: A. That in the preparation of the annual accounts, as far as possible and except the Accounting Standards which are mentioned by the Auditors in their Report and the Notes to the Accounts separately, the applicable accounting standards has been followed and no material departure has been made from the same; B. That they 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 affair of the Company at the end of the financial year and of the profit or loss of the Company for that period; C. That they 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 for preventing and detecting fraud and other irregularities; D. That they have prepared the annual accounts on a going concern basis. E. The Directors, in the case of Listed Company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operative effectively. F. 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. DECLARATION AS TO INDEPENDENT DIRECTORS : (Pursuant to Provisions of section 149(6) OF the Companies Act 2013). All the Independent Directors of the Company do hereby declare that: (1) All the Independent Directors of the Company are neither Managing Director, nor a Whole Time Director nor a Manager or a Nominee Director. (2) All the Independent Directors in the opinion of the Board, are persons of integrity and possesses relevant expertise and experience. (3) Who are or were not a Promoter of the Company or its Holding or subsidiary or associate company. (4) Who are or were not related to promoters or directors in the company, its holding, subsidiary or associate company. (5) Who has or had no pecuniary relationship with the 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. (6) None of whose relatives 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 lacs 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, (7) Who neither himself, nor any of his relatives, (a) 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 three financial years immediately preceding the financial year in which i\he is proposed to be appointed. (b) Is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial years in which he is proposed to be appointed of (i) A firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; OR (ii) Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent, or more of the gross turnover of such firm; (iii) Holds together with his relatives two per cent, or more of the total voting power of the company; OR (iv) Is a Chief Executive or director, by whatever name called, or any non-profit organization that receives twenty five per cent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; OR (v) Who possesses such other qualifications as may be prescribed. DECLARATION BY BOARD AS PER REQUIREMENT OF SECTION 178 : In compliance with Section 178 (1) as also in compliance with Clause 49 of the Listing Agreement, the Board of Directors does hereby declare that: a. The Company has proper constitution of the Board of Directors including independent directors in proportion as per requirement of clause 49 of the Listing Agreement. However, the Company is still in process for appointing a suitable person as woman director as required under Section 149 of the Companies Act, 2013 as well as the CEO and Company Secretary in Job. b. The Company has constituted Nomination and Remuneration Committee, Stakeholders Relationship Committee, Audit Committee as per requirements of the Clause 49 of the Listing Agreement and provisions of the Companies Act 2013. c. The Company has the policy for selection and appointment of independent directors who are persons of reputation in the society, have adequate educational qualification, sufficient business experience and have integrity & loyalty towards their duties. d. The Company does not pay any managerial remuneration to its Managing Directors and Directors because of Company's weak financial position. e. The Independent Directors are not paid any sitting fee for attending Board and other committee meetings as decided by the Board from time to time. f. The Company is not paying any commission on net profits to any directors. AUDITORS : STATUTORY AUDITORS : Shah Dinesh Dahyalal & Associates, Present Statutory Auditors of the company have given their letter of consent and confirmation under section 139 the Companies Act 2013 for reappointment as Statutory Auditors of the Company. The Board has now proposed to appoint the Statutory Auditors for a period of 1 year as per requirements of section 139 (1) of the Companies Act 2013 read with Companies (Audit and Auditors) Rules 2014. Necessary Resolution for their appointment as the Statutory Auditors and fixing their remuneration is proposed to be passed at the Annual General Meeting. Internal Auditors : The company is in process of appointing an independent Chartered Accountant to act as an Internal Auditor as per suggestion of auditors in order to strengthen the internal control system for the Company. SECREATARIAL AUDITOR : The Company has appointed M/s. KAMLESH SHAH & SHAH CO. as the secretarial auditor for the financial year 2014-15. They have given their report in the prescribed form MR-3 which is annexed to this report as an ANNEXURE. OBSERVATION OF THE SECRETARIAL AUDITOR : The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non- Executives Directors and Independent Directors except the woman director. The Company has still not appointed CFO and a Whole-time Company Secretary. The company is in process of finding of suitable woman director, CFO and Whole-time Company Secretary in Job looking at the financial status of the Company. AUDITORS OBSERVATION : The notes to the accounts of the company are self explanatory. However and clarification from the board of directors on the specific observation made by the Auditors in their report are as under" 1) NON CLARIFICATION ON LOAN FROM ADANI ENTERPRISES LIMITED : The Company has taken secured/mortgage loan from Adani Enterprises Limited of Rs. 5 Crore in earlier year. However the Charge has not registered with the ROC. 2) NON FILLING OF INCOME TAX RETURN FROM F.Y. 2008-09 ONWARDS : The Companies accounts are not yet Tax Audited. Thus, the Company has not filled the Income Tax Return of the Company. The Company will as soon as possible get its Accounts Tax Audited and fill Income Tax Return. 3) NON DEDUCTION OF TDS : The Company has huge accumulated losses and expenses. Due to bad financial position as well as being sick unit the Company does not have sufficient funds for the TDS deduction. Now the Company started earning from the Naroda unit. So now Company is in the process of growing up. Now all the provisions will be followed by the Company. 4) BANK STATEMENT OF NO LIEN ACCOUNT : Company had deposited Rs. 89.30 lacs as per BIFR directive in the No Lien A/C with the 4 consortium Banks. This amount was meant for rehabilitation of the Company. However in spite of the numerous communications by auditors of the Company with the Banks for providing stake of money deposited along with statements, the Banks have not responded. In absence of the response from bank, the Company has been helpless and unable to reconcile these no lien accounts. 5) OPERATIONS OF NARODA PLANT : The Company has just restarted its Naroda Unit. The majority of Financial and Operating indicators are negative because the Company has just restarted the Naroda unit. The Company is working hard for making it profitable. Because of huge accumulated losses, with the passing of some years Company will start making profits. 6) NON COMPLIANCE OF THE ACCOUNTING STANDARD 28 : The physical verification was not done by the Auditor at the Naroda unit. The Machinery at Naroda Unit is still operative for the Manufacturing process. The Company used the same for the Manufacturing so that Company doesn't have to bear the high cost of Machinery. 7) NON COMPLIANCE WITH THE ACCOUNTING STANDARD FOR TAXATION AS 22 : As per Accounting Standard 22 the company is required to create Deferred Tax Liability / Assets each year. However the management is of the opinion that due to huge accumulated losses and until the formal plan for revival / rehabilitation is sanctioned, it is not considered prudent polity to create Deferred Tax liabilities / Assets. 8) TRANSFER OF UNPAID / UNCLAIMED DIVIDEND TO INVESTORS' EDUCATION AND PROTECTION FUNDS: This has been fully explained separately in this report elsewhere under relevant Para. 9) NON PROVISION OF SALES TAX LIABILITIES : The company has made a review application for assessment order under the Sales Tax act. The company is hopeful of remedial favorable assessment orders. Once the liabilities are crystallized, it will make necessary arrangement for its payment and make necessary provision in the books of account. APPRECIATION : Your Directors take this opportunity to acknowledge the trust reposed in your company by its Shareholders, Bankers and clients. Your Directors also keenly appreciate the dedication & commitment of all our employees, without which the continuing progress of the company would not have been possible. For & On Behalf of the Board of Director of (Vinodchandra Pandya) Director & Chairman of Audit Committee (DIN: 02600107) (Dhiren K Thakkar) Chairman & Managing Director (DIN: 00610001) Place : Ahmedabad Date : 30th May, 2015 |