| 1. INTRODUCTION
Directors are elated in presenting the 26th Annual Report of the
Company along with the Audited Statement of Accounts for the year ended
as on 31st March, 2015.
The Annual report presented to you pertains to financial year before
April 2015 so the contents within are governed by the relevant
provisions/schedules/rules of the Companies Act, 2013, in compliance
with General Circular No. 08/2014 dated 4 April 2014 issued by the
Ministry of Corporate Affairs.
2. FINANCIAL RESULTS
(Amount in Rs)
Particulars Current Financial Previous Financial
Year (2014-2015) Year (2013-2014)
Net Profit/(Loss)Before 7,076,952 8,899,239
Depreciation and Tax
Depreciation 23,189 28,020
Profit /(Loss) before Tax 7,053,763 8,871,219
Provision for Tax 21,89,698 27,50,796
Profit/ (loss) after Tax 48,64,065 61,20,423
Balance Brought forward (22,126,899) (28,000,607)
Less:- Income Tax ( Earlier (2,37,058) 2,46,716
Year)
Balance carried to Balance (170,257,77) (22,126,899)
Sheet
3. BUSINESS OVERVIEW
Due to poor market condition, the Net Profit of the Company has
declined from Rs. 88,71,219/- to Rs.70,53,763/-. The Company's policy
of management has provided cushion effect to the adversities of the
market on the performance of Company. The Board of Directors look
towards the future performance with a positive approach.
4. DIVIDEND:
Your Directors feel that it is prudent to plough back the profits for
future growth of the Company and with a view to conserve the resources,
they do not recommend any dividend for the year ended 31st March, 2015.
5. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the provisions of Section 135 of the
Companies Act, 2013 are not applicable.
6. STATUTORY AUDITORS
M/s Rahul Jain & Associates., Chartered Accountants, retire as
statutory Auditors of Company at the conclusion of the ensuring Annual
General Meeting (AGM). The Statutory auditors have expressed their
inability and willingness to accept the office on in accordance with
provision of section Section-139 of the Companies Act, 2013
Your Directors propose appointment of M/s Dhaval Gala & Associates,
Chartered Accountants, whose appointment as been duly approved by the
Audit Committee and who shall hold office from the conclusion of this
meeting till the conclusion of the sixth annual general meeting, with
this meeting being counted as the first meeting and will be subject to
ratification in every Annual General Meeting till the sixth Annual
General meeting by way of passing of an ordinary resolution and to fix
their remuneration.
Also a certificate under Rule 4 of the Companies (Audit and Auditors)
Rules, 2014 has been received from the Auditors to the effect that the
Auditor is eligible for appointment and is not disqualified for
appointment under the Act, the Chartered Accountants Act, 1949 and the
rules or regulations made there under and proposed appointment is
within the limits laid down by or under the authority of the Act.
7. SECRETARIAL AUDITORS
M/s. H V Gor & Co, Practicing Company Secretaries have been appointed
in the Board Meeting held on 30th March, 2015 as the Secretarial
Auditor of the Company u/s 204 of the Companies Act, 2013 to conduct
Secretarial Audit of the matters of the Company and report thereof. The
Secretarial Auditor's Report has been annexed to the Board Report under
Annexure IV.
8. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY
SECRETARY IN THEIR REPORTS
There was no qualification, reservation or adverse remark made by the
Auditors in their report.
The explanations made by the Board relating to the qualifications,
reservations, adverse remarks made by the Practicing Company Secretary
in his Secretarial Audit Report are furnished as under:
1. The Company has been inviting the applications for the post of
Company Secretary in whole time employment of the Company by issuing
classifieds in the newspapers. However, the Company has failed to
receive application from a suitable candidate for the aforementioned
responsibilities.
2. The Company has failed to file e-form DIR-12 in respect of Mr.
Krishnakumar Omprakash Murarka's appointment which was due to genuine
oversight on the part of the Company. However, there was no mala fide
intention to deceit the interest of the appointee or the shareholders
or the stakeholders of the Company.
3. The Company has failed to file e-form MR-1 in respect of
appointment of Chief Financial Officer of the Company with the office
of the Registrar of Companies which was due to genuine oversight on the
part of the Company. However, there was no mala fide intention to
deceit the interest of the appointee or the shareholders or the
stakeholders of the Company.
4. The appointment of Mr. Shyam Sundar Sharma as Managing Director was
purely due to clerical mistake while filling in the details in e-form
DIR-12 for his appointment as an Additional Director with the Registrar
of Companies. The Company assures that there was no mala fide intention
to deceit the interest of the stakeholders of the Company.
Non-intimation of the Board Meeting and its outcome in this relation is
purely due to genuine oversight on the part of Company.
9. DIRECTORS
Ms Bhavita Ashiyani was appointed as Additional Director on 13th
August, 2015 and holds the office till the ensuing Annual General
Meeting. A notice has been received from a member proposing his
candidature for his appointment as Director of the Company. Her
appointment is recommended.
Mrs. Laxmi Hazarilal Chaurasiya resigned from the Board of Directors of
the Company due to their prior occupancies. The Board of Directors
accepted their resignation in the Board Meeting held on 13th August,
2015 and relieved him from his responsibilities towards the Company.
Apart from that, there have been no changes in the Board of Directors
since the last Annual General Meeting. The Board of Directors as on the
date of this report stands as follows:
Name Designation Date of Appointment DIN
Santosh Kumar Managing Director 2nd September, 2013 06708626
Krishnakumar
Murarka Independent Director 28th May, 2014 06542831
Mandar Palav Independent Director 18th January, 2012 03249718
Bhavita Ashiyani Independent Director 13th August, 2015 07248711
Shyam Parasramka Managing Director 04th April, 2015 00511476
10 DECLARATION BY THE INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(6)
of the 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.
11 BOARD MEETINGS
During the financial year under review, the Board of Directors met Five
times.
12 COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES
The provisions of Section 178(1) relating to constitution of Nomination
and Remuneration Committee are not applicable to the Company and hence
the Company has not devised any policy relating to appointment of
Directors, payment of Managerial remuneration, Directors
qualifications, positive attributes, independence of Directors and
other related matters as provided under Section 178(3) of the Companies
Act, 2013.
13 INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT &
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The Company has not appointed any employee(s) in receipt of
remuneration exceeding the limits specified under Rule 5 (2) of
Companies (Appointment & Remuneration of Managerial Personnel) Rules,
2014.
14 DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has duly set up an Internal Complaints Committee (ICC) in
line with the requirements of The Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress
complaints received regarding sexual harassment.
The following is a summary of sexual harassment complaints received and
disposed off during the year 2014-15.
No of complaints received: Nil
No of complaints disposed off: Nil
15 DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the
Companies Act, 2013, your Directors state that:
a. In the preparation of the annual accounts, the applicable
accounting standards have been followed with proper explanation
relating to material departures, if any;
b. They have, in the selection of the accounting policies, consulted
the Statutory Auditors and have 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 31st
March, 2015 and of its Profit for the year ended on that date;
c. They have taken proper and sufficient care to the best of their
knowledge and ability 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; and
d. They have prepared the annual accounts for the year ended 31st
March, 2015 on a 'going concern' basis; and
e. They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
16 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013
There was no loan given or guarantee given or investment made or
security provided pursuant to Section 186 of the Companies Act, 2013
during the year under review and hence the said provisions are not
applicable.
17 DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES.
It is not proposed to carry any amount to any reserves from the profits
of the Company. Hence, disclosure under Section 134 (3) (j) of the
companies act, 2013 is not required.
18 MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of
the Company occurred between the ends of the financial year to which
this financial statement relate on the date of this report.
19 ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:
The particulars as required under the provisions of Section 134(3) (m)
of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 in respect of conservation of energy and
technology absorption are not required to be furnished considering the
nature of activities undertaken by the Company during the year under
review. Further during the year under review, the Company has neither
earned nor used any foreign exchange.
20 STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT
The Company has developed & implemented Risk Management Policy.
However, Company has not come across any element of risk which may
threaten the existence of the Company.
21 DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS /
COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATION IN FUTURE
The Securities and Exchange Board of India (SEBI) passed an ad-interim
ex- parte order no.WTM/RKA/36/2015 dated 8th May, 2015 against the
Company debarring the Company from accessing the Securities Market and
Suspending the trading in the scrips of Company.
22 DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF
COMPANIES (ACCOUNTS) RULES, 2014:
The Company has an adequate internal financial control system,
commensurate with the size of its business operations.
23 PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013
There was no contract or arrangements made with related parties as
defined under Section 188 of the Companies Act, 2013 during the year
under review.
24 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 MGT-9".
25 DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL
MECHANISM
The Audit Committee consists of the following members;
a. Mr. Shyam Sundar Prasramka
b. Mr. Mandar Subhash Palav
c. Mr. Krishna Kumar Omprakash Murarka
The above composition of the Audit Committee consists of independent
Directors viz., Mr. Mandar Palav and Mr. Krishna Kumar Omprakash
Murarka who form the majority.
The Company has established a vigil mechanism and overseas through the
committee, the genuine concerns expressed by the employees and other
Directors. The Company has also provided adequate safeguards against
victimization of employees and Directors who express their concerns.
The Company has also provided direct access to the chairman of the
Audit Committee on reporting issues concerning the interests of co
employees and the Company.
26 CORPORATE GOVERNANCE:
Your Company is committed to adopting the best Corporate Governance
practices. It believes that proper corporate governance is not just a
regulatory compliance but also a facilitator for enhancement of
stakeholder's value. Reports on Corporate Governance and Management
Discussions & Analysis are annexed and form part of this report.
27 APPRECIATION AND ACKNOWLEDGEMENT
The Board of Directors wish to place on record their appreciation for
the co- operation and support of the Company's Bankers, its valued
customers, employees and all other intermediaries concerned with the
Company's business. Your directors are grateful towards all members
for supporting and sustaining us during the intricate days. We look
forward to your continued support and reiterate that we are determined
to ensure that the plans are successfully implemented.
Registered Office: By Order of the Board of Directors
Office No.61, Arunachallam street, For Pine Animation Limited
Chindadripet Chennai, Sd/-
Tamil Nadu-600002. Mr. Shyam Sundar Parasramka
Date:-03rd September 2015 (Director) | 