DIRECTORS' REPORT Dear Members, Your Directors take pleasure in presenting the forty second Annual Report together with the audited financial statements for the year ended March 31, 2015. 1. Financial Results : 2. Overview of Company's Financial Performance: The Company provided for doubtful debt amounting of Rs. 45.53 Million and written of advance amounting of Rs 48.01 Million. The operations were also adversely affected due to poor market conditions. 3. Dividend: In view of the current year's carried forward losses, your Directors do not recommend any dividend for the year. 4. Transfer to Reserves: During the year under review, no amount was transferred to General Reserve. 5. Report On Performance Of Subsidiaries, Associates And Joint Venture Companies: During the year under review, your Company did not have any subsidiary, associate and joint venture company. 6. Corporate Governance: Pursuant to Clause 49 of the Listing Agreement executed with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report and Certificate regarding compliance of conditions of Corporate Governance form an integral part of this report and are set out as separate Annexure to this Report. 7. Public Deposits: Your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and, as such, no amount of principal or interest was outstanding as at the end of the year and the question of non-compliance of the same does not arise. 8. Board Of Directors And Key Managerial Personnel Directors: During the financial year 2014-15, Mr. Ameet Bansal has been resigned from the post of Director and he is appointed as CFO of the Company w.e.f August 01, 2014 on recommendation of Audit Committee for the term of 5 years pursuant to section 196,197,198, 203 read with schedule V & other applicable provisions, if any, of the Companies Act, 2013 & Clause 49 of the Listing Agreement. In compliance with the provisions of Sections 149, 152 and all other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Mr. Rakeshkumar Agarwal (DIN: 00244328) who was appointed as Additional/NonExecutive Director on the Board of your Company w.e.f August 14, 2014 & Mrs. Alka Dayal (DIN: 06945007), who was appointed as Additional/Executive Director w.e.f. August 14, 2014, in respect of whom, the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 signifying his intention to propose Mr. Rakeshkumar Agarwal and Mrs. Alka Dayal, as a candidate for the office of Director, be and is hereby appointed and regularised as Director of the Company in the Annual General Meeting held on September 19, 2014 subject to retirement by rotation. Further, in compliance with the provisions of Sections 196,197,198, 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 & Clause 49 of the Listing Agreement, the Board of Directors on the recommendation of the Nomination & Remuneration Committee appointed Mr. Mukesh Bansal as Whole-time Director for the period August 01, 2014 till July 31, 2019. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. In accordance with the provisions of the Companies Act, 2013, Mrs. Alka Dayal (holding DIN 06945007), is retiring by rotation at the ensuing Annual General Meeting of the Company and is eligible for re-appointment & she has offered herself for re-appointment, which the Board recommends. Mr. Mukesh Bansal-Whole-time Director, Mr. Ameet Bansal-CFO and Mr. Birendra Kumar Nath- Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained Remuneration Policy. The Board of Directors expressed their satisfaction with the evaluation process Nomination and Remuneration Committee: The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The detail of the policy is explained in the Corporate Governance Report. 9. Board meetings: Nine During the financial year ended March 31, 2015, Nine (9) meetings of the Board of Directors were held and the maximum time gap between two (2) meetings did not exceed one hundred and twenty days. The dates of the Board meetings are as under: May 30, 2014, June 03, 2014, August 14, 2014, September 11, .2014, November 14, 2014, December 09, 2014, February 14, 2015, February 28, 2015 and March 12, 2015. 10. Material Changes and Commitments, If any affecting the Financial Position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements Relate and the Date of the Report: There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report. 11. Declaration Of Independence: Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Clause 49 of the Listing Agreement. 12. Directors' Responsibility Statement: To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013: a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) that 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 March 31, 2015 and its loss for the year ended on that date; c) that the Directors have 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 fraud and other irregularities; d) that the Directors have prepared the annual accounts on a going concern basis; e) that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively; and f) that proper internal financial controls laid down by the Directors were followed by the Company and such internal financial controls are adequate and were operating effectively. 13. Management Discussion And Analysis The Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the listing agreement with the Stock Exchanges annexed to this Directors' Report, provides a more detailed review of the operating performance. 14. Auditors: Statutory Auditor The Company's Auditors, Agarwal Desai and Shah, Chartered Accountants (Firm Registration No. 124850W), of 404, Sai Chambers, Opposite Railway Station, Santacruz (East), Mumbai - 400055, statutory auditors of the Company who retires at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. Secretarial Auditor Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Miss. Ankita Jasrapuria, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure A". 15. Extract of Annual Return: The details forming part of the extract of the Annual Return in Form MGT 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexurex B" to this report. 16. Related Party Transactions: All related party transactions that were entered into during the financial year were on an arm's length basis and majority of those transactions were in the ordinary course of business. There were 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. All related party transactions were placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and a statement giving details of all related party transactions was placed before the Audit Committee and the Board for their approval on a quarterly basis. The policy on related party transactions as approved by the Board is uploaded on the Company's website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. The particulars of contracts or arrangements with related parties given in "Form AOC-2" are annexed herewith as "Annexure-C". 17. Risk Management Policy: As per the requirements of Clause 49 of the Listing Agreement, your Company has constituted a Risk Management policy to oversee the risk management efforts in the Company under the Chairmanship of Mr. Hiren Chandrakant Oza, Independent Director. The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. 18. Vigil Mechanism Policy for the Directors And Employees: The Board of Directors of the Company has, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc. The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. 19. Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings & Outgo: Your Company has not consumed energy of any significant level and accordingly, no additional investment was made for reduction of energy consumption during the year under review. Considering the nature of activities undertaken by your Company, no comment is made on technology absorption. There has been no foreign earnings or outgo during the year under review. 20. Particulars Of Employees: The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. 21. Policy For Prevention Of Sexual Harassment In The Company: The Company values the dignity of individuals and strives to provide a safe and respectable work environment to all its employees. The Company is committed to providing an environment, which is free of discrimination, intimidation and abuse. Pursuant to Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013 and rules made thereunder, the Company has a Policy for prevention of Sexual Harassment in the Company. (All employees (permanent, contractual, temporary and trainees) are covered under this policy. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013. 22. Internal Control Systems: Adequate internal control systems commensurate with the nature of the Company's business and size and complexity of its operations are in place has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected. 23. Disclosure Of Orders Passed By Regulators Or Courts Or Tribunal: No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future. 24. Disclosure Under Section 43(A)(Ii) Of The Companies Act, 2013: The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. 25. Disclosure under section 54(1)(d) of the companies act, 2013: The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. 26. Disclosure Under Section 62(1)(B) Of The Companies Act, 2013: The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. 27. Acknowledgement Your Directors would like to express their gratitude for the continuous support and guidance received from Company's lenders, bankers, the Government departments, SEBI and Stock Exchange officials. For and on behalf of the Board Hiren Chandrakant Oza Chairman August 14, 2015 Regd. Office: Unit No. 611, Skylon Co-operative Housing Society, GIDC, Char Rasta,Vapi-396195 |