DIRECTORS' REPORT, MANAGEMENT DISCUSSION AND ANALYSIS Your Directors hereby present their 30th Annual Report together with the Audited Financial Statements of the Company for the year ended 31st March 2015. In view of the brought forward losses the question of transfer of any amount to reserves does not arise. Dividend In view of the accumulated losses, your Directors regret their inability to recommend any dividend on the Preference or Equity Shares. Performance And Outlook The Company registered a total income of Rs. 10.31 Lac as compared to Rs.ll.09Lac in the previous year. The Company registered a profit after tax of Rs.4.37Lac as compared to Rs.6.37Lac in the previous year. Internal Control Systems And Their Adequacy Your Company has in place an established internal control system designed to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances. Self certification exercise is also conducted by which senior management certifies effectiveness of the internal control system of the Company. Internal Audit has been conducted throughout the organization by qualified Internal Auditors. Findings of the internal Audit Report are reviewed by the top Management and by the Audit-Committee of the Board and proper follow up action are ensured wherever required. The Statutory Auditors have evaluated the system of internal controls of the Company and they have reported that the same are adequate and commensurate with the size of the Company and nature of its business. Vigil Mechanism Policy/Whistle Blower Policy In compliance with the provisions of Section 177(9) of the Companies Act, 2013 the Company has framed a vigil mechanism policy and system of vigil mechanism to deal with instances of fraud and mismanagement, if any, and concerns about violation of Company's policies. Disclosure Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013: Though your Company has no women employees it has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy has set guidelines on the redressal and enquiry process that is to be followed by the complainants. While dealing with issues related to sexual harassment at the workplace towards any women employee's secrecy will be maintained and no women employee will be subjected to any kind of harassment and other mean of inconvenience for raising and issue or pointing out unethical behavior. All women employees (permanent, temporary, contractual and trainees) of the Company are covered under this policy. All employees are treated with dignity with a view to maintain an environment free of sexual harassment whether physical, verbal or psychological. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo Considering the nature of your Company's activities during the year under review your Company did not consume energy of any significant level nor there was much scope for taking any measures for energy conservation, research and development, technology absorption^ and making any additional investment for the above purposes and no comment is made in this regard. There has been no foreign exchange earnings or outgo during the year under review. Public Deposits The Company has not accepted any deposits from the Public Number of meetings of the Board of Directors There were six meetings of the Board of Directors held on 28/5/2014, 13/8/2014, 30/9/2014, 13/11/2014, 12/02/2015, 27/3/2015 and 31/3/2015 during the financial year 2014-15. Directors' Responsibility Statement Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors to the best of their knowledge and belief and according to the information and explanations obtained confirm that: (i) in the preparation of the Annual accounts for the year ended 31st March, 2015 , the applicable accounting standards had been followed along with proper explanations relating to material departures, if any; (ii) they had selected such accounting policies and applied them consistently and made judgements and estimates that were 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 loss of the Company for that period; (iii) they had taken proper and sufficient care 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; (iv) the Accounts had been prepared on a going concern basis; (v) proper financial controls were in place and that the financial controls were adequate and were operating effectively and (vi) proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. Declaration by Independent Directors Mr. Lalit Kumar Chandalia , Mr Manab Chaudhuri, Mr Hemant Goenka and Mrs. Shweta Goenka are Independent Directors on the Board of the Company. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed under the Companies Act, 2013. Audit Committee The Audit Committee of the Board of Directors consist of Mr Lalit Kumar Chandalia, Mr Hemant Goenka and Mr. Manab Chaudhry and the Company Secretary is the Secretary of the Committee. The Manager, Chief Financial Officer and Auditors are permanent invitees to the Committee meetings. The terms of reference of the Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013. Your Company has a well structured internal audit system commensurate with its size and operation. During the year there was no occasion when the Board had not accepted the recommendations of the Audit Committee Corporate Social Responsibility The provisions of the Companies Act, 2013 regarding Corporate Social Responsibility are not applicable to the Company due to continuous losses suffered by the Company. Nomination and Remuneration Committee The Company has a Nomination and Remuneration Committee consisting of Mr Hemant Goenka, Mr Manab Chaudhuri and Mr Lalit Kumar Chandalia as its members. The terms of reference of the Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013 and 2 meetings were held during the year. The role of the Committee, inter alia, includes the following: a) Identify persons qualified to become directors or hold senior management positions and advise the Board for such appointments b) Formulate criterion for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of directors, key managerial personnel and other employees c) Evaluate the performance of Independent Directors and of the Board d) Devise a policy on Board diversity In accordance with the recommendations of the Committee the Company has formulated a Remuneration Policy for directors and Key Managerial Personnel and other senior managerial personnel. Remuneration Policy Payment of remuneration to the Manager is governed by the terms and conditions contained in the Agreement entered into with him which incorporates remuneration within the limit sanctioned by the provisions of the Companies Act, 2013 and the shareholders. Remuneration structure for the Manager comprises salary and re-imbursement of expenses incurred for the Company. No sitting fee is paid to the Directors for attending the meetings of the Board. Determination of remuneration is based on the ability of the Company to pay remuneration, the experience and credentials of the candidate . The Company Secretary acts as the Secretary of the Committee. Directors As per the provisions of the Companies Act, 2013 it was necessary to appoint a woman director-on the Board of Directors of the Company. The Board has accordingly appointed Mrs. Shweta Goenka as an Additional Director of the Company with effect from 27th March, 2015 who will vacate her office at the ensuing Annual General Meeting pursuant to Section 161 of the Companies Act, 2013. The Company has received a notice from a member under section 160(1) of the Companies Act, 2013 proposing Mrs. Shweta Goenka as a candidate for the office of Director of the Company. As per Section 149 and other applicable provisions of the Companies Act, 2013 your Directors are seeking re-appointment of Mrs. Shweta Goenka as an Independent Director of the Company to hold office for a term of five consecutive years up to the conclusion of 35* Annual General Meeting of the Company. Details of the proposal for her appointment are mentioned in the Explanatory Statement set out in the annexed Notice. As per Section 149 and other applicable provisions of the Companies Act, 2013 your Directors are seeking appointment of Messrs M Chaudhuri, L K Chandalia, and Hemant Goenka and Mrs Shweta Goenka as Independent Directors for a term of five consequent years each upto the conclusion of Thirty fifth Annual General Meeting of the Company. Details of the proposal for their appointment are mentioned in the Explanatory Statement set out in the annexed Notice. Board Evaluation Pursuant to the provisions of the Companies Act, 2013 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 and Remuneration and other Committees. Particulars of employees and key managerial personnel (KMP) The following are the Key Managerial Personnel of the Company in terms of Section 203 of the Companies Act, 2013: Mr.Lakshmi Kanta Laha Manager (-appointed w.e.f. 31st March, 2015 for a tern upto 31st March, 2016 Mr. Sisir Kumar Chatterjee Chief Firiancial Officer(Appointed w.e.f. 31st March, 2015) Mr Ganpat Raj Bhandari Company Secretary(Appointed with effect from 1st June, 2015) Pursuant to Section 134 (3) (q) read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the details of Key Managerial Personnel required to be furnished as per the said Rules are annexed to this Report. There were no employees who were drawing remuneration in excess of the limit provided in Rule 5 (2) of the aforesaid Rules. Details of significant and material orders passed by the Regulators, Courts and Tribunals No significant and material order has been passed by any Regulator, Court or Tribunal impacting the going concern status and Company's operation in future Particulars of Loans, Guarantee 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. Related Party Transactions All related party transactions that were entered into during the financial year were on arms' length basis and 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 are placed before the Audit Committee and given in the notes annexed to and forming part of this Financial Statement. Extract of Annual Return The details forming part of the extract of the Annual Return in Form MGT 9 as required under Sw-iion 92 of the Companies Act, 2013 are annexed to this Report. Corporate Governance The provisions of Corporate Governance under the Listing Agreement with the Stock Exchange are not applicable to the Company Human Resources The Company's relations with the employees continued to be cordial. Efforts to maximize utilization of scarce resources was a continuous process throughout the year. The Company received some innovative ideas from a few employees for achieving greater efficiencies, cost control and recoveries and those with substance are being implemented. Auditors and Audit Report Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed there under Messrs U.B Sura & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company by the Shareholders on 22/09/2014 at the 29th Annual General Meeting of the Company to hold office till the date of the 30th Annual General Meeting, subject to ratification of their appointment at the 30th and 32nd Annual General Meetings. Accordingly a Resolution seeking Members ratification for their appointment in included at item 2 of the Notice convening the Annual General Meeting. Details in respect of adequacy of internal financial controls with reference to the Financial Statements: The company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit function is well defined in the engagement letter of the internal auditor duly approved by the Audit Committee. To maintain its objectivity and Independence, the Internal Auditor report to the Audit Committee. The Internal Auditor evaluates the adequacy of the internal control system in the company on the basis of statement of operation procedure, instruction manuals, accounting policy and procedure. Secretarial Audit Pursuant to the provisions of Section 204 of the Companies Act, 2013 Messrs V.K.M. Associates, Company Secretaries (Membership No.4279) were appointed to carry out a secretarial audit of the Company. The Secretarial Audit Report is attached and forms part of this Report. A regards the comments in the Report necessary form and disclosure are being filed with the concerned authorities. Acknowledgement Your Directors wish to record their appreciation of the encouragement, support, assistance and cooperation received from the Company's bankers, financial institutions, shareholders, depositors and employees throughout the year For and on behalf of the Board Hemant Goenka Director Mumbai Dated:28/05/2015 |