DIRECTORS' REPORT Dear Members, Your Directors hereby present their Fortieth Annual Report together with the Audited Statement of Accounts for the year ended March 31st, 2015 OPERATIONS: The Company has come out of the purview of BIFR vide its Order No. 95 / 1998 dated 13th October, 2011. However, the Company has not been able to revive its activities. The Directors expect to commence some business activity in the Company in a short span of time. DIVIDEND: Your Directors regret to recommend any dividend on account of the losses incurred by the Company during the Financial Year ended on 31st March, 2015. DIRECTORS: During the period under review Mr. Anil Mittal and Mrs. Seema Mittal were appointed as the Directors of the Company and Mr. Badal Mittal was appointed as the Managing Director of the Company for a period of 5 (Five) years effective from 16th August, 2013 without any remuneration. Further, Mr. Shankarlal Mittal, who expressed his unwillingness to be appointed as the Director of the Company was not appointed so at the last Annual General Meeting of the Members of the Company. Mr. Anil Mittal retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment. Your Directors commend the same for your consideration. EXTRACT OF ANNUAL RETURN Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 ('the Act') and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of Annual Return is Annexed as Annexure 1 with this Report. DIRECTORS RESPONSIBILITY STATEMENT : Pursuant to the requirements under Clause (c) of sub-Section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that: a. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; b. the Directors 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 affairs of the Company as at the end of the Financial Year and of the Loss of the Company for that period; c. 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; d. the Directors have prepared the Annual Accounts on a going concern basis; e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate commensurate with the operations and size of the Company and those were operating effectively; and f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. BOARD COMMITTEES: The Company is in the process of appointing Independent Directors. The Company's operations are very miniscule and therefore, in the opinion of the Board of Directors, the constitution of the Audit Committee may not be serving its desired purpose. However, to ensure that commensurate with the size of the operations of the Company, it does not deviate from compliance of the Legal Provisions for Accounting, a separate Committee is formed to monitor the Accounting Policies with the following Directors as its Members viz.: The details of composition of the Committees of the Board of Directors are as under. VIGIL MECHANISM Pursuant to the requirement of the Companies Act, 2013 the Company has established Vigil Mechanism to detect fraud and other irregularities, if any. b. NOMINATION & REMUNERATION COMMITTEE The Company has constituted the Nomination & Remuneration Committee as required by the provisions of the Companies Act, 2013 comprising the following Directors viz.: SECRETARIAL AUDIT Pursuant to the provision of the Section 204 of the Companies Act, 2013 and Rules made there under, Mr. Girish G. Paralikar, Practicing Company Secretary, Pune have been appointed as the Secretarial Auditors of the Company. The Report of the Secretarial Auditors is enclosed as Annexure 2 to this Report. The Report which is otherwise self-explanatory has a remark about appointment of the Independent Directors and Key Managerial Personnel (KMP) by the Company The Directors would like to state that the Company is in the process of appointing Independent Directors and KMP in compliance with the applicable provisions of Law and Listing Agreement. PARTICUALRS OF EMPLOYEES There was no Employee in respect of whom information is required to be disclosed pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended till date. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO During the period under review the Company has not carried out any activities towards conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo. Therefore the information under this head may be treated as NIL. LISTING OF SHARES The Equity Shares of your Company continue to be listed on Bombay Stock Exchange and your Company has paid the Annual Listing Fee for the year 2014-15. The Shares of your Company are brought under the compulsory dematerialization and accordingly, the Company has entered into Agreement with the National Securities Depository Limited (NSDL) and Central Depository Services of India Limited (CDSL). AUDITORS At the last Annual General Meeting (AGM) held on Saturday, the 23rd day of August, 2014, M/s Sunil Adavade & Co, Chartered Accountants, Mumbai (Membership Number 109964) have been appointed as the Statutory Auditors of the Company for a period of 3 (Three) years. Ratification of appointment of the Statutory Auditors for further Financial Year is being sought from the Members of the Company at the ensuing AGM. Further, the Report of the Statutory Auditors along with Notes to Accounts is attached with this Report which is self explanatory in respect of the comments made by them. DEPOSITS Neither are there any outstanding deposits nor has the Company accepted any deposits during the period under review from Public in terms of Section 73 and 74 of the Companies Act, 2013 and Rules made there under. RISK MANAGEMENT POLICY In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically. This comprises practices relating to the identification, assessment, monitoring and mitigation of strategic, operational and external environmental risk and to minimize adverse effects of it. Our risk Management practices seek to sustain and enhance the long-term competitive advantages of the Company. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF). RELATED PARTY TRANSACTIONS No contracts were entered in to by the Company with any of the Related Parties and the disclosure under this Clause is NIL. ACKNOWLEDGEMENT Your Directors are grateful to the Financial Institutions and the Bankers for their continued support and co-operation. Your Directors also wish to place on record their appreciation of/for the services rendered by the Employees at all levels. On behalf of the Board Sd/- Badal Mittal Chariman & Managing Director (DIN:00076143) Regd.Off: M.I.D.C. Paithan Dist.Aurangabad: 431 148 Maharashtra Date: 29th May 2015 |