DIRECTOR'S REPORT To The Members: Your Directors present the 64th Annual Report on the business and operations of the Company with the Audited Accounts for the year ended 31st March 2015. 2. DIVIDEND: In view of the losses suffered by the Company, your Directors do not recommend any Dividend for the year under review. 3. RESERVES: The Company has not transferred any amount to Reserves for the period under review. 4. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF THE COMPANY'S AFFAIR: The Company does not have any significant business activity except for rental income. 5. CHANGE IN NATURE OF BUSINESS, IF ANY: There are no major changes in the business of the Company. 6. 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: Your Directors report that the Supreme Court has passed an Order in the matter of Labour case which would impact the Going Concern status of your Company and its future operations. However the Company's review petition filed against order in special leave petition has been dismissed. Also various cases under FEMA and other Commercial laws continues at various level and remain sub-judice. 7. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES The Company has no Subsidiary/Associate Company or any Joint venture for the period under review. 8. INVESTMENT IN JOINT VENTURE: Your Company has not done any Investment in Joint Venture 9. DEPOSITS Your Company has not accepted any Deposits from the public, or its employees during the year under review. 10. STATUTORY AUDITORS: The Members of the Company had, at the 63rd Annual General Meeting (AGM) held on 22nd September 2014 approved the appointment of M/s. Sachin P. Mulgaokar & Co, Chartered Accountants, [ICAI registration number 108945W] as Statutory Auditors of the Company to hold office from the conclusion of that AGM until the conclusion of 66th AGM held thereafter (subject to ratification of the appointment by the Members at every AGM held after the abovesaid AGM). Rule 3 (7) of the Companies (Audit and Auditors) Rules, 2014 states that appointment of the Auditor shall be subject to ratification by the members at every Annual General Meeting till the expiry of the term of the Auditor. In view of the above, the existing appointment of M/s. Sachin P. Mulgaokar & Co, Chartered Accountants, [ICAI registration number 108945W] covering the period from the conclusion of this ensuing AGM until the conclusion of the next AGM to be held in the FY 2016-17 is being placed for members ratification. 11. SECRETARIAL AUDIT REPORT: The Secretarial Audit Report has been issued by M/S. D.S. Momaya & Co, Company Secretaries, Mumbai, after examining the registers, records, books and accounts for the year ending 31st March 2015. The Secretarial Audit Report is attached to this Report as Annexure I. It contains following qualifications in Secretarial Audit Report. (a) As required under Section 138 of the Companies Act, 2013 Company has failed to appoint Internal Auditor in the Company. (b) As required under Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement the Company has failed to appoint Women Director on the Board of Directors of the Company. (c) As required under Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement the Company has failed to appoint Independent Director(s) on the Board of Directors of the Company. (d) As required under Section 203(1) of the Companies Act, 2013, the Company has failed to appoint Key Managerial Personnel in the Company. (a) The Company has not maintained all Statutory Registers in new format as prescribed under Companies Act, 2013. (e) The Company has not maintained all Statutory Registers in Electronic form as prescribed under Companies Act, 2013. (f) The Company has failed to Demat its Equity Shares. (g) The Company has various cases pending under Foreign Exchange Management Act, 1999 which are pending for final orders. (h) The Supreme Court passed Order against the Company in the matter of labour Case for which company has appealed before the court. (i) As required under various Sections of the Companies Act, 2013 and Listing Agreement, the Company has failed to post various information, policies on the website of the Company. (j) As required under the Listing Agreement Company has failed to issue and circulate Corporate Governance Report. (k) Company has failed to appoint Registrar and Transfer Agent. (l) Company has failed to constitute various committees as required under Companies Act, 2013 and Listing Agreement. (m) Company has failed to publish its quarterly financial results in newspaper(s) including various other requirements as required under Listing Agreement. (n) Company's Script has been suspended from BSE. (o) Company has been arrears for Listing fees with Delhi Stock Exchange and Calcutta Stock Exchange. (p) Company has failed to adopt code on (PROHIBITION OF INSIDER TRADING) REGULATIONS, 1992 q) The Company has failed to give the option of e-voting to its Members at Annual General Meeting for 2014. Your Directors report that due to financial losses and lack of adequate Professional staff the Company was unable to comply all the above Compliances. However the Company is in process for appointing of Women Director and Key Managerial Personnel once suitable and if any, willing candidate agrees to join the Company. Inspite of best efforts of the Board of Directors a few Compliances of Stock Exchange and SEBI remains to be complied. However the Board of Directors have spared no efforts and have complied with major requirements in the given constraint circumstances. 12. AUDITORS' REPORT With reference to the comments contained in Auditors' Report, the position has been explained in the Notes to the Financial Statements are self-explanatory. Information Pursuant to Section 134 of the Company's Act, 2013 is given in Item 25 of notes to Financial Statements with Balance Sheet and Profit and Loss Account. 13. SHARE CAPITAL During the year under review, the Authorised and Paid up Capital of your Company has remained unchanged. 14. EXTRACT OF THE ANNUAL RETURN The Extract of the Annual Return in prescribed Form MGT-9 is annexed hereto as Annexure II forms part of this Report. 15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The Company does not have activities related to energy and technology absorption. During the year foreign exchange out go was Nil. The foreign exchange earned during the year was Rs. 80,200/ 16. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP): • Rear Admiral Prashant Kumar Sinha, Executive Director on expiry of his tenure on 31st March 2015 ceased to be Executive Director and Director of the Company. The Board places on record its appreciation for the services rendered by Rear Admiral Prashant Kumar Sinha during his tenure with the Company. • Mr. Sampat Borate was appointed as Additional Director w.e.f. 1st February 2015. He is now eligible for appointment as an Independent Director in the ensuing AGM. • Mrs. Anuja Paranjape was appointed as Women Director as on 20th August 2015 and now eligible for appointment as an Women Independent Director in the ensuing AGM. 17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS During the year 5 Board Meetings were convened and held as follows: 30th May 2014, 10th June 2014, 28th July 2014, 27th October 2014 and 29th January 2015. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The Company was required to appoint a Whole-Time Company Secretary, however it has yet not been able to find the candidature to meet the Company's requirements. 18. POLICY ON DIRECTOR'S 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. The Board periodically evaluates the need for changes in its composition and size as per the requirements of various Sections of the Companies Act, 2013. 19. DECLARATION BY INDEPENDENT DIRECTORS: The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013. 20. RE-APPOINTMENT OF DIRECTORS: As per the provisions of the Companies Act, 2013 Mr. Narendra Jamnerkar, Director of the Company retires at the ensuing AGM and being eligible, seeks re-appointment. The Board recommends his re-appointment. 22. INTERNAL CONTROL SYSTEMS As there is no significant business activities hence there was no systems set up for Internal Controls. 23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 Since there are no women employees in the Company hence no comments. 24. VIGIL MECHANISM As the Company does not have any significant business activity, there was no need to have a Vigil Mechanism Policy. 25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186: During the year the Company has not taken or given any Loans,Guarantees or investments covered under section 186 of the Companies Act,2013. 26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: During the year the Company has not entered into any related party transactions except for payment of Remuneration to Rear Admiral Prashant Kumar Sinha. 27. MANAGERIAL REMUNERATION: During the period the Company was paying Remuneration as per the notes to accounts to Rear Admiral Prashant Kumar Sinha, Executive Director of the Company who resigned w.e.f. 31st March 2015. 28. PARTICULARS OF EMPLOYEES: The Company has no Employee drawing remuneration exceeding the limits laid down under the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 29. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES: In view of the carry forward losses, the criteria prescribed for the applicability of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 is not applicable to the Company. 30. BUSINESS RISK MANAGEMENT Since the Company does not have any significant business activities, hence the Business Risk is at the Minimal Level. Hence, no major risk factors are envisaged except for a. Government Policies b. Human Resource Risk 31. DIRECTORS' RESPONSIBILITY STATEMENT The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that— (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the selected accounting policies were applied consistently and the Directors made judgments and estimates that are 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 that period; (c) 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; (d) the annual accounts have been prepared on a going concern basis; (e) the internal financial controls have been laid down to be followed by the Company and such controls are adequate and are operating 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. 32. ACKNOWLEDGEMENTS An acknowledgement to all with whose help, cooperation and hard work the Company is able to sustain itself. BY ORDER OF THE BOARD OF DIRECTORS CAPT. NARENDRA JAMNERKAR CHAIRMAN DIN: 00012293 Dated: 20th August 2015 Place: Mumbai |