| Dear Members,
The Directors take pleasure in presenting the forty second Annual
Report together with the audited financial statements for the year
ended March 31, 2015.
1. Financial Results :
The Company's financial performance, for the year ended March 31, 2015
is summarized below.
(Rs. In Million)
As at As at
March 31,
2015 March 31,
2014
Gross Income 324.25 398.09
Profit/(Loss) before Interest, Depreciation &
Taxation (255.06) (225.93)
Interest 8.89 55.19
Gross Profit (246.17) (170.74)
Provision for Depreciation 55.27 81.82
Profit/(Loss) before Tax (190.90) (88.92)
Deferred Tax Credit - (6.82)
Profit/(Loss) After Tax (190.90) (82.10)
Net Profit/(Loss) for the period (190.90) (82.10)
2. Overview of Company's Financial Performance:
The Company provided for doubtful debt amounting of Rs. 45.53 Million
and written of advance amounting of Rs 48.01 Million. The operations
were also adversely affected due to poor market conditions.
3. Dividend:
In view of the current year's carried forward losses, your Directors do
not recommend any dividend for the year.
4. Transfer to Reserves:
During the year under review, no amount was transferred to General
Reserve.
5. Report On Performance Of Subsidiaries, Associates And Joint Venture
Companies:
During the year under review, your Company did not have any subsidiary,
associate and joint venture company.
6. Corporate Governance:
Pursuant to Clause 49 of the Listing Agreement executed with the Stock
Exchanges, a Management Discussion and Analysis, Corporate Governance
Report and Certificate regarding compliance of conditions of Corporate
Governance form an integral part of this report and are set out as
separate Annexure to this Report.
7. Public Deposits:
Your Company has not accepted any deposits within the meaning of
Section 73 and 76 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014 and, as such, no amount of
principal or interest was outstanding as at the end of the year and the
question of non-compliance of the same does not arise.
8. Board Of Directors And Key Managerial Personnel
Directors:
During the financial year 2014-15, Mr. Ameet Bansal has been resigned
from the post of Director and he is appointed as CFO of the Company
w.e.f August 01, 2014 on recommendation of Audit Committee for the term
of 5 years pursuant to section 196,197,198, 203 read with schedule V &
other applicable provisions, if any, of the Companies Act, 2013 &
Clause 49 of the Listing Agreement.
In compliance with the provisions of Sections 149, 152 and all other
applicable provisions, if any, of the Companies Act, 2013 read with
Companies (Appointment and Qualification of Directors) Rules, 2014
(including any statutory modification(s) or re-enactment thereof for
the time being in force) and Clause 49 of the Listing Agreement, Mr.
Rakeshkumar Agarwal (DIN: 00244328) who was appointed as
Additional/Non- Executive Director on the Board of your Company w.e.f
August 14, 2014 & Mrs. Alka Dayal (DIN: 06945007), who was appointed as
Additional/Executive Director w.e.f. August 14, 2014, in respect of
whom, the Company has received a notice in writing from a member under
Section 160 of the Companies Act, 2013 signifying his intention to
propose Mr. Rakeshkumar Agarwal and Mrs. Alka Dayal, as a candidate for
the office of Director, be and is hereby appointed and regularised as
Director of the Company in the Annual General Meeting held on September
19, 2014 subject to retirement by rotation.
Further, in compliance with the provisions of Sections 196,197,198, 203
read with Schedule V and other applicable provisions, if any, of the
Companies Act, 2013 & Clause 49 of the Listing Agreement, the Board of
Directors on the recommendation of the Nomination & Remuneration
Committee appointed Mr. Mukesh Bansal as Whole-time Director for the
period August 01, 2014 till July 31, 2019.
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
In accordance with the provisions of the Companies Act, 2013, Mrs. Alka
Dayal (holding DIN 06945007), is retiring by rotation at the ensuing
Annual General Meeting of the Company and is eligible for
re-appointment & she has offered herself for re-appointment, which the
Board recommends.
Mr. Mukesh Bansal-Whole-time Director, Mr. Ameet Bansal-CFO and Mr.
Birendra Kumar Nath- Company Secretary are the Key Managerial Personnel
of your Company in accordance with the provisions of Sections 2(51),
203 of the Companies Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
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 its Audit, Nomination &
Remuneration and Compliance Committees. The manner in which the
evaluation has been carried out has been explained Remuneration Policy.
The Board of Directors expressed their satisfaction with the evaluation
process
Nomination and Remuneration Committee:
The Board has in accordance with the provisions of sub-section (3) of
Section 178 of the Companies Act, 2013, formulated the policy setting
out the criteria for determining qualifications, positive attributes,
independence of a Director and policy relating to remuneration for
Directors, Key Managerial Personnel and other employees. The detail of
the policy is explained in the Corporate Governance Report.
9. Board meetings:
Nine During the financial year ended March 31, 2015, Nine (9) meetings
of the Board of Directors were held and the maximum time gap between
two (2) meetings did not exceed one hundred and twenty days. The dates
of the Board meetings are as under:
May 30, 2014, June 03, 2014, August 14, 2014, September 11, .2014,
November 14, 2014, December 09, 2014, February 14, 2015, February 28,
2015 and March 12, 2015.
10. Material Changes and Commitments, If any affecting the Financial
Position of the Company which have occurred between the end of the
Financial Year of the Company to which the Financial Statements Relate
and the Date of the Report:
There have been no material changes and commitments, affecting the
financial position of the Company which have occurred between the end
of the financial year of the Company to which the financial statements
relate and the date of the report.
11. Declaration Of Independence:
Your Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as
prescribed under the provisions of Companies Act, 2013 read with the
Schedules and Rules issued thereunder as well as Clause 49 of the
Listing Agreement.
12. Directors' Responsibility Statement:
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of Section 134(3) (c) of the Companies
Act, 2013:
a) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
b) that 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 March 31, 2015 and its loss for the
year ended on that date;
c) that the Directors have taken proper and sufficient care 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;
d) that the Directors have prepared the annual accounts on a going
concern basis;
e) that proper systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively; and
f) that proper internal financial controls laid down by the Directors
were followed by the Company and such internal financial controls are
adequate and were operating effectively.
13. Management Discussion And Analysis
The 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 of the operating performance.
14. Auditors: Statutory Auditor
The Company's Auditors, Agarwal Desai and Shah, Chartered Accountants
(Firm Registration No. 124850W), of 404, Sai Chambers, Opposite
Railway Station, Santacruz (East), Mumbai - 400055, statutory auditors
of the Company who retires at the ensuing Annual General Meeting of the
Company are eligible for reappointment. They have confirmed their
eligibility under Section 141 of the Companies Act, 2013 and the Rules
framed thereunder for reappointment as Auditors of the Company. As
required under Clause 49 of the Listing Agreement, the auditors have
also confirmed that they hold a valid certificate issued by the Peer
Review Board of the Institute of Chartered Accountants of India.
Secretarial Auditor
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 Miss. Ankita
Jasrapuria, Company Secretaries in Practice to undertake the
Secretarial Audit of the Company. The Report of the Secretarial Audit
Report is annexed herewith as "Annexure A".
15. Extract of Annual Return:
The details forming part of the extract of the Annual Return in Form
MGT 9 in accordance with Section 92(3) of the Companies Act, 2013 read
with the Companies (Management and Administration) Rules, 2014, are set
out herewith as "Annexurex B" to this report.
16. Related Party Transactions:
All related party transactions that were entered into during the
financial year were on an arm's length basis and majority of those
transactions were in the ordinary course of business. There were no
materially significant related party transactions made by the Company
with Promoters, Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the interest of the
Company at large.
All related party transactions were placed before the Audit Committee
and the Board for approval. Prior omnibus approval of the Audit
Committee was obtained for the transactions which were of a foreseen
and repetitive nature. The transactions entered into pursuant to the
omnibus approval so granted were reviewed and a statement giving
details of all related party transactions was placed before the Audit
Committee and the Board for their approval on a quarterly basis.
The policy on related party transactions as approved by the Board is
uploaded on the Company's website. None of the Directors has any
pecuniary relationships or transactions vis-…-vis the Company.
The particulars of contracts or arrangements with related parties given
in "Form AOC-2" are annexed herewith as "Annexure-C".
17. Risk Management Policy:
As per the requirements of Clause 49 of the Listing Agreement, your
Company has constituted a Risk Management policy to oversee the risk
management efforts in the Company under the Chairmanship of Mr. Hiren
Chandrakant Oza, Independent Director.
The Board of Directors of the Company has designed Risk Management
Policy and Guidelines to avoid events, situations or circumstances
which may lead to negative consequences on the Company's businesses,
and define a structured approach to manage uncertainty and to make use
of these in their decision making pertaining to all business divisions
and corporate functions. Key business risks and their mitigation are
considered in the annual/strategic business plans and in periodic
management reviews.
18. Vigil Mechanism Policy for the Directors And Employees:
The Board of Directors of the Company has, pursuant to the provisions
of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil
Mechanism Policy" for Directors and employees of the Company to provide
a mechanism which ensures adequate safeguards to employees and
Directors from any victimization on raising of concerns of any
violations of legal or regulatory requirements, incorrect or
misrepresentation of any, financial statements and reports, etc.
The employees of the Company have the right/option to report their
concern/grievance to the Chairman of the Audit Committee.
19. Conservation Of Energy, Technology Absorption And Foreign Exchange
Earnings & Outgo:
Your Company has not consumed energy of any significant level and
accordingly, no additional investment was made for reduction of energy
consumption during the year under review. Considering the nature of
activities undertaken by your Company, no comment is made on technology
absorption. There has been no foreign earnings or outgo during the year
under review.
20. 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 Report 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 of the Company up to the date of
the ensuing Annual General Meeting. If any Member is interested in
obtaining a copy thereof, such Member may write to the Company
Secretary in this regard.
21. Policy For Prevention Of Sexual Harassment In The Company:
The Company values the dignity of individuals and strives to provide a
safe and respectable work environment to all its employees. The Company
is committed to providing an environment, which is free of
discrimination, intimidation and abuse. Pursuant to Sexual Harassment
of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013
and rules made thereunder, the Company has a Policy for prevention of
Sexual Harassment in the Company. (All employees (permanent,
contractual, temporary and trainees) are covered under this policy.
Your Directors further state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prohibition, Prevention and Redressal) Act, 2013.
22. Internal Control Systems:
Adequate internal control systems commensurate with the nature of the
Company's business and size and complexity of its operations are in
place has been operating satisfactorily. Internal control systems
comprising of policies and procedures are designed to ensure
reliability of financial reporting, timely feedback on achievement of
operational and strategic goals, compliance with policies, procedure,
applicable laws and regulations and that all assets and resources are
acquired economically, used efficiently and adequately protected.
23. Disclosure Of Orders Passed By Regulators Or Courts Or Tribunal:
No orders have been passed by any Regulator or Court or Tribunal which
can have impact on the going concern status and the Company's
operations in future.
24. Disclosure Under Section 43(A)(Ii) Of The Companies Act, 2013:
The Company has not issued any shares with differential rights and
hence no information as per provisions of Section 43(a)(ii) of the Act
read with Rule 4(4) of the Companies (Share Capital and Debenture)
Rules, 2014 is furnished.
25. Disclosure under section 54(1)(d) of the companies act, 2013:
The Company has not issued any sweat equity shares during the year
under review and hence no information as per provisions of Section
54(1)(d) of the Act read with Rule 8(13) of the Companies (Share
Capital and Debenture) Rules, 2014 is furnished.
26. Disclosure Under Section 62(1)(B) Of The Companies Act, 2013:
The Company has not issued any equity shares under Employees Stock
Option Scheme during the year under review and hence no information as
per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of
the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
27. Acknowledgement
Your Directors would like to express their gratitude for the continuous
support and guidance received from Company's lenders, bankers, the
Government departments, SEBI and Stock Exchange officials.
August 14, 2015 For and on behalf of the Board
Regd. Office:
Unit No. 611, Hiren Chandrakant Oza
Skylon Co-operative Housing Society, Chairman
GIDC, Char Rasta,Vapi-396195
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