BOARD'S REPORT To, The Members The Directors hereby present their 52ndAnnual Report on the business, operations and state of affairs of the Company together with the audited financial statement for the year ended March 31st, 2015 DIVIDEND: Due to accumulated losses occurred for past years, the Directors do not recommend any dividend for the Financial Year ended on March 31,2015. TRANSFER TO RESERVE During the financial year 2014-15 the Company has not transferred any amount to General Reserve. STATE OF COMPANY'S AFFAIRS The Company has ceased to be a manufacturing Company since July 1986. During the year, the Company earned income from interest on fixed deposits only.Trading in the equity shares by Bombay Stock Exchange remained suspended throughout the year. CHANGE IN NATURE OF BUSINESS: There has been no change in the nature of the business of the company during the financial year. MATERIAL CHANGES AND COMMITMENTS There has been no material changes occurred subsequent to the close of the financial year of the company to which the financial statements relates and the date of the report. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE There has been no significant and material order passed by any Regulators, Courts, Tribunal which has impacted the going concern status and future operations of the company. However the Company had received an interim order WTM/PS/08/CFD/June/2013 dated 04.06.2013 from Securities Exchange Board of India (SEB!) in reference to Compliance with the minimum Public shareholding. In this regard a personal hearing was held on July, 08 2015 with SEBI. No further communication has been receivedfrom SEBI. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT The Company has in place adequate internal financial control with reference to financial statement. DETAILS OF SUBSIDIARY. JOINT VENTURES AND ASSOCIATE COMPANIES As on March 31, 2015, the Company does not have any subsidiary, Joint Venture and Associate company. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY As the company does not have any subsidiary or Joint Venture or Associate company, disclosure requirements of information about its performance and financial position is not applicable. DEPOSITS During the financial year 2014-15, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. SHARE CAPITAL The Company has not issued any equity share with differential rights; Sweat Equity Shares, Employees Stock Options, Stock Purchase and therefore, disclosure requirements are not applicable. EXTRACT OF THE ANNUAL RETURN The Extract of the Annual Return in Form MGT-9 as required under Section 92 (3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as an "ANNEXURE - A" to this Report. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 The company has not given any Loan, or Guarantee or provided any security in respect of any loan or made any investment during the financial year. PARTICULARS OF ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Additional information on conservation of energy and technology absorption as required to be disclosed in terms of Section 134(3) (m) of the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable as the Company has stopped manufacturing operations with effect from 25.07.1986. However, your company has made necessary efforts to conserve the energy and have taken remedial measures, wherever necessary at regular intervals. There has been no foreign exchange earnings antf outgo during the financial year. DETAILS OF EMPLOYEES REMUNERATION There were no employees during the financial year ended 31st March, 2015 who were in receipt of remuneration exceeding the prescribed limit pursuant to section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES There were no contracts or arrangements entered into by the Company in accordance with the Section 188 of the Companies Act, 2013. Accordingly, the disclosure of Related Party Transactions as required under section 134 (3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Changes in composition of the Board - > The Company has designated Mr. Sukhraj A. Singhvi (DIN: 00246136) as a Whole Time Director for a period of 5 consecutive years commencing from 28* March, 2015. > Pursuant to the provisions of the Companies Act, 2013 and in terms of SEBI circular, the Company has inducted Mrs. Kamladevi P. Jain (DIN: 07139242) as a women Directorwith effectfrom 28th March, 2015. > Mr. Mukesh K. Chaudhary (DIN: 02775378) resigned as an Independent Director of the Company with effect from 31st March, 2015. The Board places on record its deep appreciation for the valuable contribution made by him during his tenure as Director of the Company. ^> Mr. Rajkumar Gupta (DIN: 02616025) was appointed as an Additional Director (Independent) for a period of 5 consecutive years with effect from 25lh April, 2015, subject to consent by the Members of the Company at the ensuing Annual General Meeting. Meetings of the Board The Board of Directors of your Company met 5 times during the year to deliberate on various matters. INDEPENDENT DIRECTOR'S STATEMENT Independent Director's on your Company's Board have given declarations that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Key Managerial Personnel Mr. Mitesh Singh Chauhan was appointed as Chief Financial Officer with effect from 28!h March, 2015. In terms of provisions of Section 203 of the Companies Act, 2013, Mr. Sukhraj A. Singhvi, Whole Time Director; and Mr. Mitesh Singh Chauhan, Chief Financial Officer are the Key Managerial Personnel of your Company. BOARD EVALUATION The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act, The performance of the Board was evaluated by the Board after pujs from ai: the directors on the bu^s of the criteria such as the Board composition and Gl.ucu.ua. effectiveness of board processes, information and functioning, etc. The performar of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination- and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. in addition, the Chairman was-also, evaluated on the key aspects of his role, in a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed. DIRECTOR'S RESPONSIBILITY STATEMENT Pursuant to Section 134 of the Act, the Directors state that: (a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; (b) Appropriate accounting policies have been selected and applied consistently and have made judgements 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 March 31,2015 and of the loss of the Company for the year ended March 31,2015. (c) Proper and sufficient care has been taken 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; (d) The annual accounts have been prepared on a going concern basis. (e) Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively. (f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. CORPORATE SOCIAL RESPONSIBILITY: Section 135 of the Companies Act, 2013 with respect to requirements of constituting a Corporate Social Responsibility (CSR) Committee and formulating and recommending a CSR Policy to the Board does not apply to your Company, as your Company does not come under the threshold limits stipulated under Section 135(1) of the Act. The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within the purview of Section 135(1) of the Companies Act, 2013. Consequently, it is also not required to formulate a policy on corporate social responsibility. RISK MANAGEMENT: The Company has devised and implemented a mechanism for risk management and has framed a Risk Management Policy. The Policy provides for constitution of a Risk Committee, which will work towards identifying internal and external risks and implementing risk mitigation steps. Your Company has identified key risks such as operational, compliance, financial, which could be a constraint towards reviving the affairs of your Company. PREVENTION OF SEXUAL HARASSMENT POLICY The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no cases reported during the year ended March 31, 2015 under the Policy NOMINATION AND REMUNERATION COMMITTEE The Company's policy on director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees has been attached as "ANNEXURE-B"tothis report. AUDIT COMMITTEE: The Audit Committee of the Board pursuant to Section 177(2) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 comprises following members as on 31" March, 2015: 1. Shri. Harish K. Notani., Independent Director, Chairman. 2. Shri. Parasmal M. Jain, Director. 3. Mukesh K. Chaudhary, Independent Director. VIGIL MECHANISM: Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of your Company's Code of Conduct. Adequate safeguards are provided against victimisation to those who avail of the mechanism and direct access to the Chairman of the Audit Committee in exceptional cases is provided to them. The vigil mechanism is overseen by the Audit Committee. AUDITORS M/s Khimji Kunverji & Co, Chartered Accountants, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed that their appointment, if made, would be in conformity with the provisions of the Act and they are not disqualified for re-appointment. The Audit Committee and Board recommends the reappointment of M/s Khimji Kunverji & Co, Chartered Accountants as Auditors for the financial year ending 31st March, 2016. AUDITOR'S REPORT There are no qualifications, reservation or adverse remark or disclaimer made by the auditor in their report, except Note 20(1) and 20(2) mentioned under the head "OPINION" in the Auditors'Report, which are self-explanatory. (a) SECRETARIAL AUDITOR The Board has appointed M/s. Ratan Kapadia & Associates as Company Secretaries, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit report for the financial year ended March 31,2015 is annexed herewith as "ANNEXURE C". SECRETARIAL AUDIT REPORT Your Directors provide the following explanations and comments on the qualification or reservation or adverse remark or disclaimer mentioned in the Secretarial Audit Report:- The Company is required to maintain minimum public shareholding as per the Securities Contracts (Regulation) Act, 1956 (SCRA) and the Rules made thereunder and Clause 40 of Listing Agreement read with Rule 19(2) and Rule 19A of the Securities Contracts (Regulation) Rules, 1957 The manner/method in which the minimum public shareholding requirement can be met is through:- I) Issuance of shares to public through prospectus II) Offer for sale of shares held by promoters to public through prospectus II!) Sale of shares held by promoters through secondary market i.e OFS through stock exchange. IV) Institutional Placement Program (IIP) V) Right Issues to Public shareholders, with promoters / promoters group shareholders with promoters / promoters group shareholders forgoing their rights entitlement. VI) Bonus issues to public shareholders, with promoters / promoter group shareholders forgoing their bonus entitlement. VII) Any other method as may be approved by SEBI, on a case to case basis. With substantial erosion of Net worth of the Company, negligible operations, discontinuance of manufacturing activities, current financial health and considering a very small number of public shareholders in the Company, your directors feel that none of the above methods would generate any interest and therefore the Company would not be able to meet the criteria of minimum 25% public holding. The Company has not provided the demat facility as reguired under the Depositories Act 1996 and the Regulations and Bye-isv/s frame thereunder and The Company has EQLiSSMM BSiylstrsrs and Shar-j Transfer Agents as reguired under the Securities and Exchange Board of India .(Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client) Due to various reasons stated above, your Directors did not find it feasible to dematerialize the equity shares of the Company and appoint Registrars and Share Transfer Agents. Since the trading in equity snares is suspended, appointment of Depositories as well as Registrars and Share Transfer Agents and demaierialization of shares would not have any benefit to the shareholders. Further the number of shareholders is small and there is no request from any shareholders to dematerialize or transfer any shares. Members of the Company were not provided e-voting facility to vote on all the resolutions passed at the said AGM. There are only 163 public shareholders holding 39640 equity shares constituting of 1.18% of the total shareholding of the Company. All these shares are held in physical form and the concerned shareholders have not provided their e-mail id to the Company. Under the circumstances, the Company could not provide the E-voting facility to the members of the Company at the Annual General Meeting. The Company has not appointed Company Secretary as required under the provisions of section 203 of Companies Act. 2013 The Company has discontinued manufacturing operation since July, 1986. Considering the size of the operations and earnings of the Company it is not possible to attract qualified Company Secretary. Accordingly Company could not appoint a Company Secretary. The Company has not redeemed 200000, 9.5% Redeemable Cumulative Preference Shares as required under the Companies Act. 2013. The redeemable preference shares can be redeemed only out of I) Profits of the Company II) Proceeds of the fresh issue of shares The Company has not generated adequate profits due to the closure of the manufacturing activities since July, 1986. Further as stated earlier the Company is not in a position to issue fresh capital. In view of the same, the preference shares could not be redeemed. However all the preference shares are held by the promoters and their associates only. Non-Compliance of various clauses of the Listing Agreement such as non-intimation of certain events to the stock exchange, publication of certain information, payment of listing fees and maintenance of website. In the absence of a qualified Company Secretary and Compliance Officer certain provisions of the listing agreement could not be complied with However, such non-compliance were technical and the same were not material and had no adverse impact concerning the interest of the shareholders. ACKNOWLEDGEMENT The Board wishes to place on record their appreciations of the whoie hearted and sincere cooperation received by the Company during the year from the employees, bankers and various Government authorities at all levels. On behalf of Board of Directors Sukhraj A. Singhvi Director DSN :00246136 Parasmal M. Jain Director DIN : 00486508 Registered Office: Spinning Mill Building P.O.: Adipur (Kutch) - 370 205. Gujarat State Place: Adipur-Kutch Dated : 2591 August, 2015 |