BOARD'S REPORT TO THE MEMBERS Your Directors have pleasure in presenting their 23rd Annual Report on the business and operations of the Company and the accounts for the financial year ended 31st March, 2015. Dividend In the absence of profits your Company has not declared dividend for the year under review. Internal Control Systems and its adequacy The Company has adequate internal financial controls with reference to financial statements. During the year such controls were tested and no reportable material weaknesses in the design or operation were observed. Business Risk Management Pursuant to Section 134(3)(n) of the Companies Act, 2013 & Clause 49 of the Listing Agreement, the Company has constituted a Business Risk Management Committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Board's report. Whistle Blower Policy Pursuant to the provisions of Sections 177(9) and (10) of the Companies Act, 2013, a Whistle Blower for directors and employees to report genuine concerns has been established, which is embedded in its Code of Conduct. It serves as a guide for daily business interactions, reflecting your Company's standard for appropriate behavior and Corporate Values. The Code of Conduct has been uploaded on the website of the Company. Conservation of energy, technology absorption and foreign exchange earnings and outgo The details of conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are appended as Annexure I Corporate Governance and Management Discussion and Analysis Report The Corporate Governance Report together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, is set out as Annexure II & Annexure III respectively, as stipulated in Clause 49 of the Listing Agreement. 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 reports 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, barring Saturdays and Sundays, of the Company prior to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company. 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 the Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. Remuneration Policy The Board has, on the recommendation of the Nomination and 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. Particulars of loans, guarantees or investments under Section 186 The Company has not given any loans covered under the provisions of Section 186 of the Companies Act, 2013. The details of guarantees and investments made by Company are given in the notes to the financial statements. Directors' Responsibility Statement The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that (a)in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b)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; (c)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; (d)the directors have prepared the annual accounts on a going concern basis; and (e)the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. (f)the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Guarantee Directors and Key Managerial Personnel Appointment: Pursuant to provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association, Mrs. Anju D. Soni has been appointed as an Additional Director with effect from 27th March, 2015 and shall hold the office up to the date of ensuing Annual General Meeting. The Company has received requisite notice in writing proposing Mrs. Anju D. Soni for appointment as Non-executive Director of the Company liable to retire by rotation. Resignation: Mr. Vimal J. Soni has resigned as a Whole-time Director of the Company with effect from 26th March, 2015. The Board of Directors places on record its appreciation for the contribution made by Mr. Vimal J. Soni during his long and fruitful association with the Company. Declaration by Independent Director(s) and re- appointment Pursuant to Sections 149, 150 and 152 of the Companies Act 2013 read with the Companies (Appointment and Qualification of Director) Rules, 2014 along with Schedule IV of the Act (including any statutory modifications or re-enactment thereof for the time being in force), the independent directors can hold office for the term of 5 consecutive years on the Board of your Company. Since the existing Independent Directors of the Company satisfy the said requirements and they were not appointed in the last Annual General Meeting, it is proposed to appoint the following existing Independent Directors as Independent Directors for a proportionate term of four consecutive years from the date of this Annual General Meeting till the date of the 27th Annual General Meeting of the Company in the calendar year 2019. 1.Mr. Mohib N. Khericha 2.Mr. Mohan M. Jayakar 3.Dr. Vishnu J. Acharya These Independent Directors shall not be liable to retire by rotation. They have given the declaration pertaining to the criteria of independence as per Section 149 (6) of the Act. The Company has provided suitable training to independent directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates and business model of the Company. The independent directors shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report. Meetings During the year under review, 6 (six) Board Meetings and 4 (four) Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013. Extract of Annual Return As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT 9 is a part of this Annual Report as Annexure IV. Material Changes and Commitments Pursuant to the provisions of Section 180(1)(a) of the Companies Act 2013, the members of the Company have approved the sale / lease / disposal of the General Lighting Division of the Company vide Special Resolution passed by Postal Ballot on 23rd December, 2014. The Company has entered in to a License Agreement with Corvi LED Pvt. Ltd. vide board resolution dated 13th April 2015, granting exclusive license to use the intellectual property rights of brand "Corvi" with effect from 14th April, 2015. Particulars of contracts or arrangements with related parties: Particulars of every contract or arrangement entered into by the Company with related parties referred to in Sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto are disclosed in Form No. AOC-2 as Annexure V. Auditors M/s. Mayank Shah and Associates, Chartered Accountants, retire and are eligible for re-appointment from the conclusion of the forthcoming Annual General Meeting up to the conclusion of next Annual General Meeting. There are no qualifications or adverse remark in the Auditors Report. Secretarial Audit Report In terms of Section 204 of the Act and Rules made there under, Mrs. Heena Shah, Practicing Company Secretary, has been appointed Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure VI to this report. The Secretarial Auditors report for the financial year 2014-15 does not contain any qualification, reservation or adverse remark. General No disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review : 1.Details relating to deposits covered under Chapter V the Act. 2.Issue of equity shares with differential rights as to dividend, voting or otherwise. 3.Issue of shares (including sweat equity shares) to employees of the Company under any scheme 4.No significant or material orders were passed by the regulators or court or tribunals which impact the going concern status and Company's operation in future. 5.No material changes and commitments have occurred after the close of the financial year till the date of this report, which affect the financial position of the Company. 6.There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the year under review, though the Company has adopted a policy for prevention of Sexual Harassment of Women at workplace, which is reviewed by Committee at regular intervals Acknowledgements The Company wishes to place on record its sincere appreciation of all with whose help, co-operation and hard work the Company is able to achieve the results. For and on behalf of the Board of Directors Mr. Jayant P. Soni Chairman and Managing Director Place: Mumbai Date: 30th May, 2015 |