DIRECTOR’S REPORT To The Members, The Directors have pleasure in presenting the 26th Annual Report of the Company, together with the financial statements, for the year ended March 31, 2015. Company Performance The Operational performance of the Company is discussed in detail under Management Discussion and Analysis Report. Dividend Keeping in view the future expansion plans and capital requirements of the company, the Board of Directors believe it is necessary to conserve cash flow and thereby do not recommend any dividend for the year. Fixed Deposits Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Director’s Responsibility Statement In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that: i) In the preparation of the annual accounts, the applicable accounting standards have been followed. ii) The directors have selected such accounting policies and applied them consistently and made judgments 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 profit or loss of the Company for the year under review. iii) The directors have 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. iv) The directors have prepared the annual accounts on a going concern basis. v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. Directors Mr. Mahendra Kumar Ranka and Mr. Subhash Lalwani, Directors retire by rotation and, being eligible, offers himself for re appointment. The Directors recommend Mr. Mahendra Kumar Ranka and Mr. Subhash Lalwani for re-appointment. The Board recommends the appointment of Mr. Mahendra Kumar Ranka, Mr. G Uday Kumar and Mr. M Sudheer Anand as independent directors under section 149 of the Companies Act, 2013 and clause 49 of the listing agreement in the ensuing A.G.M. to hold office for 4 (Four) consecutive years i.e. for a term up to the conclusion of Annual General Meeting of the company in the calendar year 2018. 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. Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Remuneration Policy The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. Nature of business There has been no change in the nature of business of the Company. Auditors M/s.Rakesh S Jain & Associates were appointed as Statutory Auditors of our Company at the last Annual General Meeting held on Monday 29th September, 2014 for a term of three consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting. Auditors’ Report The auditors’ report and secretarial auditors’ report does not contain any qualifications, reservations or adverse remarks. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Out go Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption is attached herewith as Annexure A. Foreign Exchange Earnings and Outgo: During the period under review there was no foreign exchange earnings or out flow. 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 Ajay Kishan & Associates, Company Secretary in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as “Annexure B” Secretarial Audit Report Certain observations made in the report with regard to non filing of some forms were mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period. However, the company would ensure in future that all the provisions are complied to the fullest extent. Extract of Annual Return The extract of Annual Return as on March 31, 2015 in the prescribed Form No. MGT-9, pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 is attached herewith as ‘Annexure - C‘ and forms part of this Report. Number of Meetings of the Board During the Financial Year 2014-15, 5 (five) number of Board meetings were held. For details thereof kindly refer to the section ‘Board of Directors- Number of Board Meetings‘, in the Corporate Governance Report. Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013 The Company has not given any loans provided guarantee of made any investments during the year 2014-2015 Contracts or arrangements with Related Parties under Section 188(1) of the Companies Act, 2013 With reference to Section 134 (3) (h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188 (1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract or arrangement with related parties which could be considered ‘material’ according to the policy of the Company on Materiality of Related Party Transactions. Your attention is drawn to the Related Party disclosures set out in Note no. 51 of the Standalone Financial Statements. Significant and material orders passed by the regulators or courts or tribunals impacting the going concerns status and company‘s operations in future The Company has not received any significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Company‘s operations in future. Subsidiary Companies, Associates and Joint Venture Companies The Company does not have any subsidiary, Associate and Joint Venture Company. Internal Control Systems and Their Adequacy The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board. Industrial Relations During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels. Business Risk Management Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities. At present the company has not identified any element of risk which may threaten the existence of the company. Corporate Governance and Management Discussion & Analysis Reports The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. Material changes and commitments affecting the financial position of the Company which have occurred between March 31, 2015 and 14-08-2015 (date of the Report) There were no material changes and commitments affecting the financial position of the Company between the end of financial year (March 31, 2015) and the date of the Report (14-08-2015). Audit committee The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report. Particulars of Employees, related disclosures and Human Resources: The Provisions of Section 197 (12) read with the relevant rules are not applicable to the Company during the year under review. The Company continues its focus on retention through employee engagement initiatives and provides a holistic environment where employees get opportunities to realize their potential. Listing Arrangement The Equity shares of the Company are listed on Bombay Stock Exchange Ltd., (B S E). The listing fees, for the year 2015-16 has been paid to the Exchange. Corporate Social Responsibility The provisions relating to Corporate Social Responsibility are not applicable to our company. Acknowledgements Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance. By Order of the Board Sd/- (Dr.Ghisulal Jain) Chairman& Managing Director Place: Hyderbad Date: 14-08-2015 |