DIRECTORS' REPORT Yours Directors have pleasure in presenting their 41st Annual Report together with the Audited Accounts for the year ended March 31, 2015. 2. Dividend: In view of Loss, your Directors do not recommend any Dividend on the equity shares of the Company. 3. Operations: During the year ended 31st March, 2015, your company's turnover was Rs.1600.12 Lakhs (previous year Rs. 2226.09 Lakhs) with a net loss of Rs. 28.51 Lakhs (previous year loss of Rs.50.17 Lakhs). Your company experienced slow down in off-take from some of the customers and hence decrease in turnover compared to previous year. Order book situation has not improved considerably and revenue for the year 2015-16 is expected to grow only marginally. 4. Board Meetings: The Board of Directors duly met 6 times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which the meetings were held are stated in Corporate Governance Report. 5. Share Capital: The paid up Equity Capital as on March 31, 2015 was Rs. 377.50 Lakhs. During the year under review the Company has not issued any securities. 6. Directors: Pursuant to the provisions of the Companies Act, 2013, Ms. Birjween Kaur Sahney, Director of the Company retires from the Board by rotation and being eligible offers herself for re-appointment. 7. Corporate Governance: Pursuant to Clause 49 of the Listing Agreement with stock exchange, Corporate Governance Report and Auditors Certificate regarding the compliance of the conditions of Corporate Governance are made part of the Annual Report. The code of conduct for Directors and Senior Management personnel of the Company, as approved by the Board, has been affirmed on an annual basis by all the Directors of the Company. The relevant certification on the various matters specified under paragraph V of Clause 49 has been certified by the Chairman & Managing Director and President (Finance) & Company Secretary. 8. Listing Information: The Company's Shares are presently listed at BSE Ltd., Mumbai and trading is infrequent. The Listing fee to the Stock Exchange has been paid up to date. Regarding the delisting offer made in 2014, a Public Announcement has been issued in the newspapers as required under Regulation 10(1) of the Delisting Regulations. The total number of Equity Shares tendered by the Public Shareholders in the Delisting Offer, as per the website of BSE Limited were 11,100 Equity Shares, of which the number of Offer Shares tendered at or below the Discovered Price were 9,150 Equity Shares. The number of Offer Shares tendered was less than the minimum number of Offer Shares required to be accepted by the Acquirers for the Delisting Offer to be successful in terms of Regulation 17 of the Delisting Regulations. Thus, the Delisting Offer failed in terms of Regulation 19(1) of the Delisting Regulations. 9. Director's Responsibility: Pursuant to section 134(5) of the Companies Act, 2013, the Directors confirm that: (i) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii) 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 at the end of the financial year and of the profit and loss of the company for that period;; (iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting the fraud and other irregularities; (iv) the annual accounts are prepared on a going concern basis. (v) they had laid down internal financial controls to be followed by the company and that such internal controls are adequate and were operating effectively; and (vi) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 10. Public Deposits: Your Company has not accepted any deposits from the Public. 11. Auditors: 11.1 Statutory Auditors: The Company's Auditors, M/s. Venugopal & Chenoy, Chartered Accountants, Hyderabad who retire at the ensuing Annual General Meeting are eligible for re-appointment. They have confirmed their eligibility under section 141 of the Companies Act, 2013 and the Rules framed thereunder for re-appointment as Auditors of the Company. 11.2 Secretarial Audit: Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Manjula Aleti, Practicing Company Secretary to undertake the Secretarial Audit of the company. The report of the Secretarial Audit Report is annexed herewith as "Annexure A." 12. Extract of Annual Return: The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as "Annexure-B." 13. Related Party Transactions: All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Disclosures in terms of related party transactions are shown in note no.19 of notes to accounts. 14. Particulars of Loans, Guarantees or Investments: Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. 15. Corporate Social Responsibility The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable. 16. Conservation of Energy, Technology absorption, foreign exchange earnings and outgo (i) Conservation of Energy: Though the Company's production facilities are not energy intensive, measures have been adopted to conserve usage of energy. 17. Particulars of Employees: During the year under report, no employee throughout the year or part of the year was in receipt of remuneration upto or in excess of the sums prescribed under Section 197 of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 19. Acknowledgements: Your Directors take this opportunity to place on record their appreciation for the co-operation and support extended by Banks, Financial Institutions and Business Associates. Your Directors also wish to place on record their appreciation to all the employees for their sincere and dedicated services rendered to the Company and are also grateful to all the members of the Company for reposing continued trust and confidence in the Management of the Company. For and on behalf of the Board B.S.Sahney Chairman & Managing Director Place: Hyderabad Date: 29-05-2015 |