| Dear Members,
The Directors have pleasure in presenting the 31st Annual Report and
the Audited accounts for the financial year ended 31st March, 2015.
Financial highlights are as follows:
1. FINANCIAL RESULTS:
YEAR ENDED AS ON
PARTICULARS 31.03.2015 31.03.2014
(Rs. In Lacs) (Rs. In Lacs)
Total Income 12.01
Total Expenditure 73.20 16.33
Profit Before Depreciation and Tax (12.87) (16.33)
Less: Depreciation 49.59 -
Profit before Tax (62.46) (16.33)
Provision for Tax - -
Profit after Tax (62.46) (16.33)
2. DIVIDEND
Due to losses. Directors of your company are not in a position to
recommend any dividend for the financial year 2014-15.
3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION
FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not
apply as there was no dividend declared and paid last year.
4. SHARES
a. The Company has not bought back any of its securities during the
year under review.
b. The Company has not issued any Sweat Equity Shares during the year
under review.
c. No Bonus Shares were issued during the year under review.
5. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
6. THE BOARD OF DIRECTORS
At the 30th Annual General Meeting of the company held on 29th
September, 2014 the company had appointed the existing independent
directors Shri Munna Lal Goyal (DIN 01427276) and Shri Sanjay Chana
(DIN 00292013) as independent directors under the companies Act, 2013
for 5 consecutive years for a term upto the conclusion of the 35th
Annual General Meeting.
Shri Sanjay Mehta (DIN 00230767) has been appointed an Additional
Director designated as "Executive Director" on 02.09.2014 subject to
approval of Shareholders. Approval ofthe Shareholders of the company
has been obtained in the Annual General Meeting held on 29.09.2014 for
appointment.
In accordance with the provisions of Companies Act, 2013 Smt.
Priyadarshinee Kanoria (DIN: 00114513), Director retires by rotation
and being eligible offers herself for re-appointment.
7. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had 6 Board meetings during the financial year under
review.
8. BOARD EVALUATION
Pursuant to the provisions of companies Act, 2013 and clause 49 of the
Listing Agreement, the Board has carried out annual performance
evaluation of its own performance, the directors individually as well
the evaluation of the working of its Audit, Nomination & Remuneration
and Stakeholder's Relationship committee. The manner in which the
evaluation has been carried out has been explained in Corporate
Governance Report.
9. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(6)
ofthe Companies Act, 2013 so as to qualify themselves to be appointed
as Independent Directors under the provisions of the Companies Act,
2013 and the relevant rules.
10. REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration
committee framed a policy for selection and appointment of Directors
and fixing their remuneration. The Remuneration Policy is stated in the
Corporate Governance Report.
11. BUSINESS RISK MANAGEMENT
Your Company has an elaborate Risk Management procedure. The risk
management includes identifying types of risks and its assessment, risk
handling and monitoring and reporting. Business risk, inter-alia,
further includes financial risk, political risk, fidelity risk, legal
risk.
As a matter of policy, these risks are assessed and steps as
appropriate are taken to mitigate the same.
12. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees
are conducted in a fair and transparent manner by adoption of highest
standards of professionalism, honesty, integrity and ethical behavior
the company has adopted a vigil mechanism policy. This policy is posted
on the website of company.
13. RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and Equity
Listing Agreement, your Company has formulated a Policy on Related
Party Transactions has been uploaded on the website of the company.
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with promoters. Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the company at large.
14. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable.
15. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard and
protect from loss, unauthorized use or disposition of its assets. All
the transactions are properly authorized, recorded and reported to the
Management. The Company is following all the applicable Accounting
Standards for properly maintaining the books of accounts and reporting
financial statements. The internal auditor of the company checks and
verifies the internal control and monitors them in accordance with
policy adopted by the company. Even through this non-production period
the Company continues to ensure proper and adequate systems and
procedures commensurate with its size and nature of its business.
16. AUDITORS
16.1 STATUTORY AUDITORS
M/s M. S. Goyal and Associates (Firm Registration No 011372N),
Chartered Accountants have been appointed as statutory auditors of the
company at the last Annual General Meeting held on 29.09.2 014 for a
period of three years subject to ratification by members at every
consequent Annual General Meeting. Therefore, ratification of
appointment of Statutory Auditors is being sought from the members of
the Company at the ensuing AGM.
16.2 SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed Ms. Rashmi Sahni (CP
No. 10493, ACS: 25681), Practicing Company Secretary as a Secretarial
Auditor on 14.08.2014 to undertake the secretarial audit of the
company. The Secretarial Audit Report is annexed herewith as 'Annexure
A'.
17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary or Joint venture company.
18. DEPOSITS
The Company has neither accepted nor renewed any deposits during the
year under review.
19. CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a separate section titled Report on Corporate Governance has
been included in this Annual Report. Your Directors are pleased to
report that as on 31st March 2015, your Company is fully compliant with
the SEBI Guidelines on Corporate Governance.
A Certificate from the Auditors confirming compliance with the
conditions of corporate Governance is also annexed.
20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges, annexed to this Directors' Report, provides a more detailed
review ofthe operating performance.
21. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013, your Directors
confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed with no material departures;
b) they 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 of the
Company for the same period;
c) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions ofthe
Companies Act, 2013 for safeguarding the assets ofthe Company and for
preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls in the Company that
are adequate and are operating effectively; and
f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that these are adequate and are
operating effectively;
22. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on 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 Rule, 8 of The Companies
(Accounts) Rules, 2014, is annexed herewith as "Annexure B".
23. EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and administration)
Rules, 2014 is furnished in Annexure "C" and is attached to this
Report.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There were no Contracts or Arrangements made with related parties by
the Company under Section 188 ofthe Companies Act, 2013 during the year
under review.
25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013
There were no loans, guarantees or investments made by the Company
under Section 186 of the Companies Act, 2013 during the year under
review.
26. 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 is as follows:
The company has one Executive Director and due to financial constraints
being faced by the company he has forgone remuneration.
Further, no sitting fees has been paid to any director during the year.
The particulars of the employees who are covered by the provisions
contained in Rule 5(2) and rule 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are:
a) Employed throughout the year Nil
b) Employed for part of the year Nil
The remuneration paid to all Key management Personnel was in accordance
with remuneration policy adopted by the company.
27. PERSONNEL
The directors wish to place on record their appreciation to the
employees for their notable contributions to the Company and for the
Co-operation extended to the management in maintaining harmonious
industrial relations at all the units.
28. ACKNOWLEDGMENT
Your Directors wish to place on record their gratitude for the valuable
guidance and support rendered by the Government of Maharashtra and
various stakeholders, such as, shareholders, customers and suppliers,
among others and society at large for their support and cooperation and
continuing commitment and dedication of the employees at all levels,
which has been critical for the Company's success. Your Directors also
acknowledges gratefully the shareholders for their support and
confidence reposed on your Company. The Directors look forward to their
continued support in future.
29. CAUTIONARY STATEMENT
The statements contained in the Board's Report and Management
Discussion and Analysis contain certain statements relating to the
future and therefore are forward looking within the meaning of
applicable securities, laws and regulations.
Various factors such as economic conditions, changes in government
regulations, tax regime, other statues, market forces and other
associated and incidental factors may however lead to variation in
actual results.
For and on behalf of the Board of Directors
sd/- sd/-
Place : Delhi Munna Lal Goyal Sanjay Kumar Kanoria
Date:30th May, 2015 Director Director
DIN:01427276 DIN:00067203
|