DIRECTORS' REPORT To The Members, Your Directors are pleased to present the 38th Annual Report together with the audited accounts of the Company for the year ended March 31, 2015 During the year under review, the operations continued to be inoperative. The Company earned other income of Rs.3.49 lacs on account of rent. After accounting for expenses, the Company incurred a net loss of Rs.11.61 lacs during the year under review as against a net loss of Rs.10.89 lacs during the previous year. FINANCIAL STATUS There is no change in the issued and subscribed capital of Rs..828.31 lacs. There are no equity shares with differential rights or sweat equity or ESOP or scheme of purchase of Company shares by employees or their trustees. DIVIDEND As Company does not have any distributable profits computed under provisions of Companies Act, 2013, no dividend is being recommended. FIXED DEPOSITS The Company has not accepted any fixed deposits during the year under review. OPERATIONS The Company did not have any manufacturing activity. With reference to the observations made by the Statutory Auditors, your Directors have to state that the Company has filed suits for recovery against certain debtors, suppliers and others, who have also filed counter claims against the Company. The claims against the Company, which amount to Rs..376.75 lacs (Previous year Rs.. 376.75 lacs), have been stayed in the courts U/S 22 of Sick Industrial Companies (Special Provisions) Act, 1985 or under Section 10 of Code of Civil Procedure Act. Your Directors are confident that no liability will arise on the Company on this account. Accordingly, no provision for the same has been made in the books of accounts. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY There are no significant and material changes occurred subsequent to the close of the financial year to which the Financial Statements relate and upto the date of report that would impact the going concern status of the Company and its future operations. CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE Since the Company does not have net profits in any financial year in accordance with Section 197/ 198 of the Companies Act, 2013, the Company is not required to undertake any activity under CSR Rules. SUBSIDIARY COMPANY There is no subsidiary Company reportable under Section 129(3) of the Companies Act, 2013. CORPORATE GOVERNANCE REPORT- DISCLOSURE REQUIREMENTS The Company is continuously taking steps to attain higher levels of transparency, accountability and equity in order to enhance customer satisfaction and stakeholders' value. The Company not only complies with the regulatory requirements but is also responsive to the stakeholders' as well as customers' needs. The Company already has an Audit Committee, a Stakeholder Relationship Committee and Nomination and Remuneration Committee duly constituted by the Board to look after various activities. The Corporate Governance practices followed by the Company are enclosed as Annexure to this report. MANAGEMENT DISCUSSION AND ANALYSIS The Company is not having any manufacturing activity for an article covered by Schedule-1 of the IDR Act. Reference with BIFR is not applicable as the strength of the workers is less that 50 as required under the IDR Act for filing reference with BIFR. EXTRACT OF THE ANNUAL RETURN The extract of the annual return as provided under Section 92(3) of the Act, in Form MGT-9, which forms part of the Board's report. (Annexure- 3) DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134(5) of the Companies Act, 2013, the Directors' confirm that : a. in the preparation of the annual accounts for the year ending 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. the Directors had 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 at the end of the financial year and of the profit and loss of the Company for that period; c. the Directors had 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 had prepared the annual accounts on a going concern basis; and e. the Directors had laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and were 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. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIRADEQUACY The internal control systems and processes of the Company cover operational efficiency, accuracy and promptness in financial reporting, compliance with laws and regulations and development of mature, disciplined and effective processes. The processes are also designed to meet the goals of cost, schedule, functionality and quality, thus resulting in higher levels of customer satisfaction. An independent Audit Committee of the Board reviews the adequacy of internal controls. DIRECTORS A) Changes in Directors and Key Managerial Personnel Since the last Annual General Meeting, following changes have taken place in the Board of Directors. - Smt. Manju Lakhanpal has been appointed as an Independent Director on 14.03.2015. As per the provisions of Companies Act, 2013, Shri Humesh Kumar Singhal, Director, retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment. B) Declaration by an Independent Director(s) and re-appointment, if any A declaration by Independent Directors stating that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been taken at the time of their appointment. C) Formal Annual 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 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49"). The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as 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 issue 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, at which the performance of the Board, its committees and individual directors was also discussed. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS During the year under review, 4 Board Meetings were held, one each on 30th May 2014, 14th August 2014, 13th November 2014 and 14th February 2015. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS The Company's policy on Directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the Directors' Report. AUDIT COMMITTEE The Audit & Compliance Committee comprises of two nonexecutive Independent Directors viz. Shri S S Virdi, Shri M M Chopra and Shri H K Singhal. During the year, the committee held four meetings. Other details of the Audit Committee are included in the Corporate Governance Report which forms part of this report. The Board had accepted all recommendation of the Audit Committee. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES The Company has formulated and published a Whistle Blower Policy to provide vigil mechanism for employees including Directors of the Company to report genuine concerns. The provisions of this Policy are in line with the provisions of Section 177(9) of the Act and the revised Clause 49 of the Listing Agreement. There are no cases reported during the year. NOMINATION AND REMUNERATION COMMITTEE The committee has been constituted to review and recommend compensation payable to the whole-time directors including Chairman and senior management of the Company. The committee reviews the overall compensation structure and policies of the Company with a view to attract, retain and motivate employees, reviewing compensation levels of the Company vis-a-vis other Companies and industry in general. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 There were no Loans/ Guarantee given or Investments made by the Company during the year.. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: The particulars of every contract or arrangements entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) rules 2014, including certain arms length transactions under third proviso thereto have been disclosed in the financial statements and are enclosed in Form No. AOC-2 and the same forms part of this report. (Annexure-1) RISK MANAGEMENT POLICY The Company has policy to regularly review the repayment schedule of Banks, Creditors and Statutory dues etc. and manage its cash flow activity from time to time. As such the Company suffers no risk, if any, which may threaten the existence of the Company. AUDITORS As per the Provisions of Section 139 of Companies Act, 2013, M/s S.C. Dewan & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of Annual General Meeting to be held in the calendar year 2017(subject to ratification of their appointment at every AGM). The Company has received a certificate from them pursuant to Companies (Audit & Auditors) Rules 2014 read with Section 139 & 141 of the Companies Act, 2013, confirming their eligibility for reappointment, and that they were not disqualified for reappointment. AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT The Auditors' Report and Secretarial Auditors' Report do not contain any qualifications, reservations or adverse remarks. Report of Secretarial Auditor is attached as an annexure which forms part of this report. (Annexure-2) LISTING OF SHARES Equity shares of the Company are listed on Mumbai Stock Exchange and Delhi Stock Exchange. The Company has already paid the Annual Listing Fee to BSE. INSURANCE All the assets of the Company have been adequately insured. PARTICULARS OF EMPLOYEES Relations with the employees during the period under review continued to be peaceful and harmonious. MANAGERIAL REMUNERATION There was no employee on the rolls of the Company. The information required under Section 197 of the Act read with rule 5(1) & (2) of the Companies (Appointment and remuneration of managerial personnel) rules 2014 is not applicable INDUSTRIAL RELATIONS Industrial relations continued to be cordial during the year under review. HEALTH, SAFETY AND ENVIRONMENT PROTECTION Our Company has complied with all the applicable health & Safety standards, environment laws and labour laws and has been taking all necessary measures to protect the environment and provide workers a safe work environment. Our Company is committed for continual improvement in Health & Safety as well as Environmental performance by involving all the employees to provide a Safety & healthy work environment to all its employees. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHOBITION AND REDRESSAL) ACT, 2013 The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2014-15, the Company has not received any complaint on sexual harassment and hence no complaints remain pending as on 31st March, 2015. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is not applicable as the Company did not have any manufacturing facility during the period under consideration. There were no foreign exchange earnings/ outgo during the period. ACKNOWLEDGEMENT Your Directors acknowledge with gratitude the assistance, co-operation and support received by the Company from Statutory/ Govt. Bodies, Customers and Shareholders of the Company. For and on behalf of Board H.K.SINGHAL Director DIN-00044328 SANJAY GARG Executive Director DIN-00030956 Dated: 30thMay 2015 Place: Chandigarh |