| The Directors present the Forty Third Annual Report, together with the
audited Accounts of your Company for the accounting period ended 31 st
March 2015.
1. FINANCIAL RESULTS
The performance of the Company for the financial year : 2014-15 is as
under
(Rs. In Lacs)
2014-15 2012-14
(12 Months) (18 Months)
Net Sales & Other Income - 1877
Profit(Loss)Before Interest, (162) (570)
Dep. and Extra Ordinary Items
Less:
Interest 931 343
Depreciation - 610
Provision for Taxation
Profit (Loss) After Taxation (255) (1215)
The Management of the Company was compelled to suspend the operations
of the Plant at various shifts due to ® labour unrest & cessation of
work by the workers unions from time to time even after signing of LTA
and finally the Management declared lock out of the Company w.e.f. 27th
December, 2012.
2. STATE OF AFFAIRS:
The company could not achieve any production for the current period
after the first quarter due to lock out and conciliation is in
progress. We expect to settle the issue at the earliest.
3. GENERAL OUTLOOK:
The Company has undertaken modification of the plant to increase
Production.
4. HIGHLIGHTS OFTHEYEAR
The Company has not taken up production during the year due to lockout.
5. REFERENCETOB.I.F.R.
Company has filed a reference u/s 15 (I) of the Sick Industries
Companies (Special Provisions) Act 1965 (SICA) before Board for
Industrial & Financial Reconstruction (B.I.F.R) informing the said
Board that net worth of the Company had been fully eroded fully on
30-09-2012 and the Company has become a Sick Company.
6. DIVIDEND
Your Directors regret their inability to recommend any dividend in view
of losses incurred.
7. RESERVES
The board reports that The Company has not transferred any amount to
the reserves during the current financial year.
8. MATERIAL CHANGES AND COMMITMENTS:
There have been no material changes that have occurred subsequent to
the close of the financial year of the company to which the balance
sheet relates and the date of the report.
9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED IMPACTING THE
GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE: .
There has been no material or significant orders that have been passed
by the regulators or courts or tribunals impacting the going concern
status.
10. DETAILS OF SUBSIDIARY/JOINT VENTURES / ASSOCIATE COMPANIES:
The Company doesn't have the subsidiaries and associate companies as on
the date of this report.
11. PUBLIC DEPOSITS:
The Company has not invited or accepted deposits from the public
covered under Section 73 of the Companies Act, 2013 and The Companies
(Acceptance of Deposits) Rules,2014.
12. AUDITORS
The statutory Auditors of the Company M/s Balakrishnan & Co., Chartered
Accountants, retire at the ensuing Annual General Meeting and have
confirmed their eligibility and willingness to accept office, if
reappointed. The Audit committee and the Board of Directors recommend
their appointment as statutory auditors of the Company for the next
financial year. With regards, to observations/ qualifications mentioned
in the auditor's report read with the notes on accounts are self
explanatory and do not require further elucidation.
13. AUDITOR'S REPORT:
AUDIT QUALIFICATIONS
The qualifications in paragraph 4 and paragraph 5 of the attached
Auditor's Report read with the notes on accounts are self explanatory
except those points which are being explained as below:
The Company has prepared accounts for the year 2014-15 based on the
concept of Going Concern. Certain provisions were made on the estimated
basis and for known expenses were accounted in full. Your Directors
have also noted the observation of the auditors along with the notes on
accounts and wish to comment / clarify on the important observations as
follows:
(i) The Company was steadily maintaining its books of accounts ' on the
concept "going concern basis" in-spite of losses incurred by the
Company. The Company has been referred to BIFR and expect various
reliefs and concession. Accordingly the Company continues to follow its
decision taken in the - previous years to maintain the accounts on the
concept of going concern basis.
(ii) The Company is under lock out since 27.12.2012. Your Board of
Directors are also facing the practical difficulty in getting
confirmation in respect of Account Receivables from various debtors in
a locked out Company. Thus we are not in a position to provide the
required information on the realizable value of debtors.
(iii) The said Creditor though they were appointed as the internal
auditor of the Company they have not given proper service as an
internal auditor for the period. They have not done any Internal Audit
work satisfactorily during the period and did not give any reports
which they supposed to give to the Company as an internal Auditor. Your
Board of Directors has noted this lack of responsibility from the part
of a professional service provider very seriously and Board raised
dispute on the amount due to the said creditor. Hence it is not payable
by the company and accordingly it is not disclosed".
(iv) Due to continued labour unrest, the management was compelled to
declare lock out of the unit on 27.12.2012. Since the Company is under
lock out there are no skilled workers and management staff a available
to conduct the stock verifications and thus your Board of directors are
not in a position get the stock valuation done.
(v) Remedial steps are being taken on other adverse remarks raised in
the Auditor's Report. However consequent to the lock out of the Company
and continuous shortage of qualified staff, the implementation is
delayed.
14. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board has appointed M/s Makarand Patwardhan
& Co., Practicing Company Secretaries as Secretarial Audit of the
Company.
The Secretarial Audit Report for the financial year ended 31 st March,
2015 is annexed herewith as "Annexure 1. Your Directors have also
noted the observation of the Secretarial Auditors and wish to comment/
clarify on the important observations as follows:
1. The Company is under lock out since 27.12.2012 and has already
applied for Registered with BIFR. The Company is taking remedial steps
on remark raised in the Secretarial Audit Report. However consequent to
the lock out the Company and continuous shortage of qualified staff,
the implementation is delayed.
2. The Company is closed since December 2012 and has already applied
for registered for BIFR.The Company is in process of getting
appointment of full time Director.
3. Company has not appointed Internal Audit, Cost Auditor and Company
Secretary as company is under lock out and there is no operation since
27.12.2012.
15. SHARE CAPITAL:
The Authorized share capital of the company is Rs. 25 crore comprising
equity share capital of Rs. 15 crore and preference share capital of
Rs. 10 crore
16. EXTRACTOFANNUALRETURN:
The Board hereby attaches as Annexure 2 an extract of annual return in
Form MGT-9 as envisaged under the provisions of the Companies Act,
2013.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Particulars of conservation of energy, technology absorption and
foreign exchange earnings and outgo as required under Section 134(3)(m)
of the Companies Act, 2013, read with the Companies (Accounts) Rules,
2014 are given in the "Annexure 3" hereto and forms part of this
Report.
18. CORPORATE GOVERNANCE:
A separate report on the practices followed by the Company on Corporate
Governance along with Auditor's certificate on its compliance is
annexed and forms part of this report.
19. MANAGEMENT DISCUSSION & ANALAYSIS REPORT:
The Management Discussion & Analysis Report pursuant to clause 49 of
the Listing Agreement is attached as Annexure - 2 and forms part of
this Report.
20. DEPOSITORY SYSTEM
Equity shares of the Company are tradable compulsorily in demat form
and your Company has established connectivity with both the
depositories, i.e. National Securities Depository Limited and Central
Depository Services (India) Limited through share transfer registrar.
In view of the numerous advantages offered by the Depository system,
members are requested to avail demat facility of the Company's shares.
21. DIRECTORS:
The following are the Board of Directors of the Company as on the date
of this report:
DIN Directors Date of
Appointment
06509470 Surendran Nair 06/03/2013
06978066 RamdasKKamat 04/09/2014
02808196 JayakumarChettiyar 14/05/2013
06597342 Tribhuvan K Pandey 30/03/2013
ReshmaKanade 09/03/2015
a. Change in Directorship during the year:
Mr.Basant K Soni, has resigned from the Board of Directors of the
Company w.e.f. 4th September, 2015.
As perthe provisions of Section 149(1) of the Companies Act, 2013, the
Company is required to have at least one Woman Director on its Board.
Keeping in view of this requirement, Ms. Reshma Kanade has been
appointed as a Director of the Company with effect from 9th March,
2015.
b. Statement on declaration given by Independent Directors under
sub-section (6) of Section 149:
The Company has received declarations from all the
Independent Directors of the Company confirming that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act,2013.
c. Familiarization programme undertaken for Independent Directors:
The Independent Directors are familiarised with the Company, their
roles, rights, responsibilities in the Company, nature of the industry
in which the Company operates, business model of the Company, etc. On
appointment, the Independent Director is issued a Letter of Appointment
setting out in detail, the terms of appointment, duties,
responsibilities and expected time commitments. Each newly appointed.
Independent Director is taken through a formal induction program on the
Company's operations, marketing, finance and other important aspects.
The Company Secretary briefs the Director about their legal and
regulatory responsibilities as a director.
e. Non-independent directors:
In accordance with the provisions of section 152 of the Companies Act,
2013, Mr. Ramdas Kamat retire by rotation, being eligible have offered
themselves for re-appointment as Directors. Your Directors recommend
their appointment as Directors of the Company.
22. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the financial year ended 31st March, 2015, Four Board Meetings
were held, details of which are given in the Corporate Governance
Report.The intervening gap between the meetings was within the period
prescribed under the Companies Act, 2013.
23. MEETINGS OF INDEPENDENT DIRECTORS
During the year under review, a meeting of Independent Directors was
held on 9th March 2015 wherein the performance of the Non-independent
Directors and the Board as a whole was reviewed. The Independent
Directors at their meeting also assessed the quality, quantity and
timeliness of flow of information between the Company's management and
the Board of Directors of the Company.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
Your Company did not extend any loans, guarantees or make any
investments covered under the ambit of Section 186 of the Companies
Act, 2013.
25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES:
The particulars of every contract or arrangements entered into by the
Company with related parties referred to in sub- section (1) of section
188 of the Companies Act, 2013 including certain arms length
transactions under third proviso thereto are disclosed in Form No. AOC
-2 (As Enclosed Annexure-4).
26. PARTICULARS OF EMPLOYEES:
None of the employees of the Company is in receipt of remuneration
exceeding the limits prescribed under Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
27. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Sections 134(3)(c) and 134(5) of the
Companies Act, 2013, with respect to Directors' Responsibility
Statement, the Directors hereby confirm that:-
(i) in the preparation of the annual accounts for the year ended 31st
March, 2015, the applicable accounting standards, have been followed
and there are no material departures from the same.
(ii) 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 as at the end of the financial year and of the loss of
the Company for that period;
(iii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting recording accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
(iv) the Directors have prepared the annual accounts of the Company 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 systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively
28. PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out an annual performance evaluation of its own performance,
that of its Committees and individual directors.
The Nomination and Remuneration Committee at its meeting established
the criteria based on which the board will evaluate the performance of
the directors. A separate exercise was carried out to evaluate the
performance of individual Directors, on parameters such as level of
engagement and contribution, independence of judgment, safeguarding the
interest of the Company etc. The performance evaluation of the Non
Independent Directors and Board as a whole was also carried out by the
Independent Directors. The Directors expressed their satisfaction over
the evaluation process and results thereof.
29. WHISTLE BLOWER POLICY:
The Company has formed a Whistle Blower Policy/ Vigil Mechanism as
required under Section 177 of the Companies Act, 2013 and. A Vigil
(Whistle Blower) mechanism provides a channel to the employees and
Directors to report to the management concerns about unethical
behavior, actual or suspected fraud or violation of the Codes of
conduct or policy.
None of the officials/personnel of the Company has been denied access
to the Audit Committee. The Vigilance Officer/Chairman of Audit
Committee has not received any complaint during the financial year
ended 31 st March, 2015.
30. ACKNOWLEDGEMENTS:
An acknowledgement to all, who help us in its present crises.
By Order of the Board of Director
Surendran Nair
Mumbai: 26th August, 2015 Director |