DIRECTORS' REPORT To The Members, Your Directors present the Annual Report, together with the Audited Accounts for the year ended 31st March DIVIDEND In view of losses, your Directors regret their inability to propose any dividend. OPERATIONS Your Company has reported total income of Rs. 15,39,605/-and net Loss after tax of Rs. 1,68,37,642/- during the year ended 31st March, 2016. PUBLIC DEPOSITS The Company has not accepted any deposits from the public and as such, no amount of principal or interest on deposits was outstanding as on the balance sheet date. LOANS, GUARANTEES AND INVESTMENTS The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 (the Act) are given in the notes to the Financial Statements. DIRECTORS Shri O. D. Purohit ceased to be a Director with effect from 15th February, 2016 due to sad demise. The Board places on record its deep appreciation for the valuable services and guidance given by Shri O. D. Purohit during his tenure as a Director of the Company and conveyed the heartfelt condolence to the members of the bereaved family. Shri K. C. Murarka was appointed as an Additional Director of the Company in the category of Independent Director with effect from 1st February, 2016 under Section 161(1) of the Act read with Article 141 of the Articles of Association of the Company. Shri K. C. Murarka holds office upto the date of forthcoming Annual General Meeting (AGM). Smt. Sita Sunil, Director of the Company who retires by rotation at the forthcoming AGM and, being eligible, offer herself for re-appointment. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act and under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations). ADOPTION OF NEW ARTICLES The Act has necessitated changes in the Articles of Association of the Company. It is accordingly proposed that a new set of Articles of Association be adopted by the Members and a Resolution to this effect is included at Item number 5 in the Notice of the AGM. The Board recommends the Resolution for adoption by the Members. BOARD EVALUATION Pursuant to the provisions of the Act and the Listing Regulations, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board's functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non Independent Directors were carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process. NUMBER OF MEETINGS OF THE BOARD During the year under review, four Board meetings were held. The details of the meetings are given in Corporate Governance Report which forms part of this Report. REMUNERATION AND NOMINATION POLICY The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of this Policy are given in the Corporate Governance Report which forms part of this Report. FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS The Company has practice of conducting familiarization programme for Independent Directors of the Company. The details of the programme are given in the Corporate Governance Report which forms part of this Report. PARTICULARS OF EMPLOYEES During the year, there were no employees in the Company and therefore none of the employee was in receipt of remuneration as prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of Employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure III and forms a part of this Report. AUDITORS At the Sixteenth AGM held on 6th August, 2014, M/s. Vijay Rungta & Co., Chartered Accountants, Mumbai, were appointed as the Statutory Auditors of the Company to hold office from the conclusion of that AGM until the conclusion of the 3rd consecutive AGM to be held thereafter (subject to ratification of the appointment by the Members at every AGM held after thatAGM). In terms of the first proviso to Section 139 of the Act read with the Rule 3(7) of Companies (Audit and Auditors) Rules, 2014, the appointment of the auditor shall be subject to ratification by the Members at every Annual General Meeting till the expiry of the term of the Auditor. Accordingly, the appointment of M/s. Vijay Rungta & Co, Chartered Accountants, Mumbai, as the Statutory Auditors of the Company, is placed for ratification by the Members. In this regard, the Company has received a certificate from the Auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Act. COST AUDIT As there was no production during the year 2015-2016, no cost audit required to be carried out. SECRETARIAL AUDIT A Secretarial Audit was conducted during the year by the Secretarial Auditor, Shri Manish L Ghia of M/s. Manish Ghia & Associates, Practicing Company Secretaries, Mumbai, in accordance with provisions of Section 204 of the Act. The Secretarial Auditor's Report is attached as Annexure I and forms part of this Report. CORPORATE GOVERNANCE The Company has complied with the mandatory provisions of Corporate Governance as stipulated in the Listing Regulations. A separate report on Corporate Governance alongwith the requisite Auditors' Certificate is annexed and forms part of this Report. DIRECTOR'S RESPONSIBILITY STATEMENT Pursuant to Section 134(3)(c) read with Section 134(5) of the Act and the Listing Regulations, on the basis of information placed before them, the Directors state that: i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ii. appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and the loss of the Company for the said period; iii. proper and sufficient care has been taken 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; iv. the annual accounts have been prepared on a going concern basis; v. the internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and vi. there is a proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were on an arm's length basis and that the provisions of Section 188 of the Act are not attracted. Thus disclosure in form AOC-2 is not required. Further, there are no materially significant related party transactions made by the Company with Promoters and Directors or other designated persons which may have a potential conflict with the interest of the Company at large. VIGIL MECHANISM/WHISTLE BLOWER POLICY The Company has a Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Policy are explained in the Corporate Governance Report and are also available on the Company's website. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure II. STOCKEXCHANGE The Company's equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2016-17 has been paid. PARTICULARS OF CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO During the year, under review, the Company has not carried out any manufacturing activity and hence the Directors have nothing to report under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with reference to Conservation of Energy & Technology Absorption. There was no foreign exchange earnings and outgo during the year under review. DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARASSMENTACT There were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. ACKNOWLEDGMENT Your Directors place on record their appreciation for the assistance and support extended by all government authorities, financial institutions, banks, consultants, solicitors, employees and shareholders of the Company. For and on behalf of the Board of Directors S. G. Shukla Shekhar R Singh Directors Mumbai, 6th May, 2016 |