DIRECTORS' REPORT To The Members, The Directors have pleasure in presenting the Twenty First Annual Report of the Company together with its Audited Statement of Profit and Loss for the year ended 31st March, 2015 and the Balance Sheet as on that date : BUSINESS PERFORMANCE REVIEW During the year, your Company has taken a conscious decision of keeping the business activities production and distribution on a low key in the light of global recession, which continues to hamper the world even though impact on our economy is not significant. As a result of lack of operation of business your Company has made profits out of the other Income being Rs. 16,00,923. However, the Director's are exploring avenues to achieve sustainable and profitable growth of your Company. INCOME Total Income for the year ended 31 st March, 2015 earned by your Company is Rs. 63,74,962 as against Rs. 69,23,155 for the year ended 31st March, 2014 due to reduction in rental charges. ADMINISTRATION, FINANCE AND OTHER EXPENSES Administration and other expenses were incurred in the normal course of business for the year ended 31st March, 2015 at Rs. 22,47,756 as against Rs. 21,03,877 for the year ended 31st March, 2014. Finance costs included above for the period 2014-15 is interest of Rs. 53,595 as against Rs. 805 for the period 2013-14 The increase is due to interest on Service Tax and interest to BSE. DEPRECIATION Depreciation was charged at normal rates for the year end at Rs. 21,66,283 as compared to Rs. 19,41,672. PROFIT BEFORE TAXATION & PRIOR PERIOD ITEMS Profit before Tax & Prior Period Items at Rs. 19,60,923 was lower than the previous year by 32%. PRIOR PERIOD ITEMS Prior Period Items include amount written off to the extent of Rs. 1,51,291 pertaining to Last year. PROFIT/(LOSS) The Profit after Tax for the year was Rs. 16,00,923 as compared to the previous year's Profit of Rs. 20,96,315 and then combined with balances brought forward from previous years is carried over to the Balance Sheet. DIVIDEND The Board has not recommended any dividend for the financial year under review. BORROWINGS Total borrowings include loans and advances from Related parties that stood at Rs. 2,93,435 for the year ended 31st March, 2015 as against Rs. 37,30,132 for the year ended 31st March, 2014. A decrease of Rs. 34,36,697 due to repayment. PUBLIC DEPOSITS Your Company has not accepted any public deposit during the year under review. CURRENT LIABILITIES The Current Liabilities for the year under review includes Security Deposit amounting to Rs. 15,00,000 and Provisions made for the expenses at Rs. 72,318, details of which are given in the notes to the Financial Statements. There are no Trade payables as compared to the previous year since the Company has made all the payments before the year end. CAPITAL EXPENDITURE ON FIXED ASSETS During the year under review, the Company incurred Rs. 8,04,679 towards Capital expenditure, whole of which was incurred for purchase of Furniture and Fixtures. CURRENT INVESTMENTS The Non-Current Investments are made in Mutual Funds which stand at Rs. 56,56,328 for the year ended 31 st March, 2015 (5,65,633 units fully paid) as against Rs. 57,56,328 for the year ended 31 st March, 2014 (5,75,633 units fully paid). The investments have reduced due to redemption of Mutual Fund units. CURRENT ASSETS For the year under review the Company has no Inventory. The Trade Receivables all unsecured but considered good stand at Rs. 7,04,750 as against Rs. 8,22,230 since the amounts have been recovered and fewer credits given during the year. The Short term Loans and Advances stand at Rs. 2,44,082 for the year ended 31st March, 2015 as against Rs. 4,19,082 for the year ended 31st March, 2014. A decrease of Rs. 1,75,000 due to recovery. The Company's TDS has been deducted on Rental Income and Provision for Taxation made for the year under review. The amount varies due to government policies and increase in rates of taxes. CORPORATE SOCIAL RESPONSIBILITY The Company believes in its sense of social responsibility towards the community and environment and monitors the business to ensure its active compliance. The detailed policy followed by the Company is available at the Registered office. 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 well defined in the organization. To maintain its objectivity and independence, the Internal Audit Function reports to the Board of Directors. VIGIL MECHANISM / WHISTLE BLOWER POLICY The Company has adopted a whistle blower policy to provide a mechanism for the Directors and employees to report genuine concern about any unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct. EXTRACT OF ANNUAL RETURN The details forming part of the Extract of the Annual Return in Form MGT-9 has not been attached but filed with the registrar. AUDIT COMMITTEE The Company has not formed any such Committee. RELATED PARTY TRANSACTION All related party transactions that were entered into during the financial year were on an arms length basis and in the ordinary course of business. There were no materiality significant transactions with related parties entered into by the Company during the year under review. RISK MANAGEMENT The Company has not constituted any such committee since, not mandatory. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES There were no Subsidiaries, Joint ventures or Associates of the Company for the year under review. RIGHT ISSUE The Company has not made any right issues during the year. DEBENTURES The Company has not issued any kind of Debentures during the year. RECENT INITIATIVES AND FUTURE PROSPECTS The Company closed the production and the factory premise has been given on rent. If the Market stabilized and if the opportunities come, the Management of the Company will restart business operations. DIRECTORS In accordance of the Act and the Article of Association of the Company Mr. Shyam Sunder Agarwal and Mr. Shiv Ratan Agarwal, Directors of the Company will retire by rotation in the Annual General Meeting and are eligible to offer themselves for re-appointment. RETIREMENT / RESIGNATION No retirements / resignations of Directors took place during the year under review. BOARD MEETINGS During the year under review, 5 Board Meetings were held and the intervening gap between the meetings did not exceed the period prescribed under the Act. The details of which are given in the Corporate Governance Report. BOARD EFFECTIVENESS The Company has adopted the governance guidelines which, inter alia, cover aspects related to composition and role of the board, chairman and directors, board diversity, definition of independence, director's term, retirement age and committees of the board it also covers aspects relating to nomination, appointment, induction and development of directors, director's remuneration, subsidiary oversight, code of conduct, board effectiveness review and mandates of board committees. a) Board Evaluation The Board of Directors has carried out an annual evaluation of its performance, board committee and individual directors pursuant to the provision of the act and the corporate governance requirement as prescribed by SEBI as per clause 49 of the listing agreement. The performance of the Board was evaluated by the Board after seeking inputs from the Directors on the basis of the criteria such as the Board Composition and structures, effectiveness of board processes, information and functioning, etc. b) Appointment of Directors and criteria for determining qualification, positive attributes, independence of a Director. A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is ensured that the mix of members with different educational qualifications and experience related to the Company's business. The Directors do not have any pecuniary relationship with the Company. The Directors maintain an arms length relationship between themselves and the employees of the Company. The Directors do not have any subject of proved allegations of illegal or unethical behaviour, in their private or professional life. c) Remuneration Policy The Company has adopted a Remuneration policy for the Directors, KMP's and other employees pursuant to the provision of the Act and Clause 49 of the listing agreement. The Key principles are: The Directors may be paid sitting fees for attending the meetings of the board and of committees of which they may be members, and receive commission within regulatory limits. Overall remuneration should be reasonable and sufficient to attract, retain and motivate Directors aligned to the requirements of the Company. Remuneration paid should be reflective of the size of the Company, complexity of the sector / industry / Company's operations and Company's capacity to pay the remuneration and be consistent with recognised with best practices. The remuneration payable to the Directors shall be inclusive of any remuneration payable for services rendered in any other capacity unless the services rendered are of a professional nature. No remuneration was paid to the Directors during the year. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS During the year under review, no significant material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company operations. STATUTORY AUDITORS At the Annual General Meeting the members will be requested to ratify the reappointment of G R. Modi and Co. (FRN 112617W) Chartered Accountants, Mumbai, as Statutory Auditors of the Company for the current year and authorise the Board of Directors to fix their remuneration. The report of the Statutory Auditor along with the notes to schedules is enclosed to this report and does not contain any qualification, reservation, adverse remark or disclaimer. SECRETARIAL AUDIT No secretarial audit is required of the Company for the period under review as per the provisions of the Act. FOREIGN EXCHANGE EARNINGS AND OUTGO No Foreign Exchange earnings or Outgo during the year under review. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION The Company has no activity relating to Conservation of Energy, Technology Absorption. PARTICULARS OF EMPLOYEES HUMAN RESOURCES Since the Company did not employ persons drawing remuneration in excess of Rs. 5,00,000 per month or Rs. 60,00,000 per annum, the particulars of employees as per requirements of section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Management Personnel) Rules 2014, are not applicable. Disclosure as per Sexual Harassment of Women at Work Place (prevention, Prohibition and Redressal) Act, 2013 The Company has zero tolerance for Sexual Harassment at its work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the work place in line with the provisions of The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at work place. During the year under review the Company has received NIL complaints on Sexual Harassment. DIRECTORS' RESPONSIBILITY STATEMENT Based on the existing system of internal financial controls and compliance systems established and maintained by the Company, work performed by the auditors and representation made by the management to the relevant board committees, including the audit committee the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 14-15. Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed to the best of the Director's knowledge and ability that: (1) In the preparation of the accounts for the financial year ended 31 st March, 2015 the applicable accounting standards have been followed and there were no material departures. (2) That 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 of the Company for the year under review (3) That the Directors have 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. (4) That the Directors have prepared the accounts for the financial year ended 31 st March, 2015 on a 'going concern' basis. (5) That the Directors have laid down internal Financial controls for the Company which are adequate and are operating effectively. (6) The Directors have devised proper systems to ensure compliance with the provisions of all the applicable laws and such systems are adequate and are operating effectively. CORPORATE GOVERNANCE As required by Clause 49 of the Listing Agreement with the Stock Exchange, the report on Management Discussion and Analysis, Corporate Governance as well as the Auditor's certificate regarding compliance of conditions of Corporate Governance, forms part of the Annual Report. ACKNOWLEDGEMENT: Your Directors wish to place on record their deep sense of gratitude to the contribution made by the employees to the significant improvement in the operations of the Company. The Directors also thank all their members, customers, lenders, our Bankers and the Government of India for their continual support and co-operation. For and on behalf of Asian Vegpro Industries Limited By Order of the Board of the Directors Shyam Sunder Agarwal Director (DIN : 00696712) Registerd Office : Todi Chambers, 2, Lai Bazar Street 3rd Floor, Suite # 315, Kolkata - 700 001 Place : Mumbai Date : 30th May, 2015 |