DIRECTORS' REPORT Dear Members, Your Directors present the Twenty-Seventh Annual Report of your Company together with the Audited Accounts for the year ended 31st March 2015. Operations & State of Company's affairs During the year there was no manufacturing operation at plant of the company due to unavoidable circumstances beyond control of the Company. There was no change in nature of business of the Company, during the year under review. Dividend In view of the losses incurred by the Company during the year under review, your directors regret their inability to declare any dividend on equity shares of the Company. Transfer to reserves The Board of Directors has not recommended transfer of any amount to reserves. Share Capital The paid up Equity Share Capital as at March 31, 2015 stood at 778.63 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted any stock options or sweat equity shares. As on March 31, 2015 none of the Directors of the Company hold instruments convertible into equity shares of the Company. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014. Subsidiaries, Associates & Joint Ventures The Company does not have any Subsidiary, Joint venture or Associate Company. Corporate Governance Pursuant to SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated 15,h September, 2014, compliance with the provisions of Clause 49 is not mandatory to your company as the Paid up equity capital and net worth of the Company doesn't exceed Rs. 10 crore and Rs. 25 crore respectively as on the last date of the previous financial year. Directors Mr. Sushii Agarwal (DIN 00158237) was appointed as an Additional Independent Director on the Board of the Company w.e.f. 14lh October, 2014. The resolution seeking approval of the Members for the appointment of Mr. Sushii Agarwal has been incorporated in the notice of the forthcoming Annual General Meeting of the Company along with brief details about him. The Company has received a notice under Section 160 of the Act along with requisite deposit proposing his appointment. Mr. Lunkaran Kyal (DIN 01184750) and Ms. Vandana Kayal (DIN 03265290) were appointed as an Additional Independent Director on the Board of the Company w.e.f. 14th October, 2014. The resolution seeking approval of the Members for the appointment of Mr. Lunkaran Kyal and Ms. Vandana Kayal has been incorporated in the notice of the forthcoming Annual General Meeting of the Company along with brief details about them. The Company has received a notice under Section 160 of the Act along with requisite deposit proposing their appointment. All Independent Directors have given declaration 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. During the year, non-executive directors of the Company had no pecuniary relationship or transactions with the Company. Mr. Krishnakumar Agarwal (DIN 00093874) and Mrs. Amita Agarwal (DIN 00209581) Directors of the Company resigned from the Board w.e.f. 14lh October, 2014. Director's Responsibility Statement Your Directors state that: (a) in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed and there are no material departures; (b) 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 of the Profit & loss of the Company for the year ended on that date; (c) the Directors have taken proper and sufficient care for 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; (d) the annual accounts have been prepared on a going concern basis; (e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and (f) the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively. Public Deposits The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable. Disclosures under Section 134(3)(1) of the Companies Act, 2013 No material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report. During the year under review, there was no manufacturing operation at plant of the company due to unavoidable circumstances beyond control of the Company; hence the Company has incurred loss of 209.10 lakhs. Conservation of energy, technology absorption, foreign exchange earnings and outgo In accordance with the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, required information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the "Annexure A" to the Directors' Report. Corporate Social Responsibility As on 31 March 2015, provision of Corporate Social Responsibility is not applicable to your Company. Extract of Annual Return Extract of the Annual Return in form MOT 9, as required under Section 92(3) of the Companies Act, 2013 is included in this Report as "Annexure B" and forms an integral part of this Report. Auditors: Statutory Auditors Pursuant to the provisions of Section 139 of the Act and rules framed thereunder, M/s. B.N Kedia & Co, Chartered Accountants, were appointed as Statutory Auditors of the Company from the conclusion of the twenty sixth annual general meeting (AGM) of the Company tili the conclusion of AGM to he held in the year 2019, subject to ratification of their appointment at every AGM. They have confirmed their eligibility and submitted the Certificate in writing that their appointment, if ratified, would be within the prescribed limit under the Act and they are not disqualified for re-appointment. The Auditor's Report does not contain any qualification, reservation or adverse remark. A Resolution seeking member's approval for ratification of appointment of Statutory Auditor forms part of the Notice convening the Annual General Meeting. Secretarial Auditor Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made there under, the Company has appointed M/S. P.P.Shah & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in Form MR-3 is annexed herewith as "Annexure C". Related Party Transactions The Company has not entered into any related party transactions with Promoters, Directors, Key Managerial Personnel or other designated persons. Your Directors draw attention of the members to notes to the financial statement which sets out related party disclosures. Risk Management The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board has formulated Risk management policy. Internal Financial Control The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, no material or serious observation has been observed for inefficiency or inadequacy of such controls. Vigil Mechanism The Company has put in place a system through which the Directors and employees may report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics without fear of reprisal. The employees and directors may report to the Compliance officer and have direct access to the Chairman of the Audit Committee. Board Meetings During the Financial year, total 4 (Four) meetings of the Board of Directors were held on 30th May, 2014, 14lfl August, 2014, 05th November, 2014 and 13,h February, 2015 respectively. Audit Committee The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. As on 31st March 2015, it comprises of Ms. Neha Kainth (Chairman of Committee), Mr. Sushii Agarwal and Mr. Lunkaran Kyal. Nomination & Remuneration Policy 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 same has been disclosed in the Corporate Governance report. Board Evaluation 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 various committees. Significant and material orders passed by the regulators or courts There are no significant material orders passed by the Regulators / Courts/tribunals which would impact the going concern status of the Company and its future operations. Particulars of loans, guarantees or investments During the year under review, the Company has not made any loans, guarantees and investments which are governed by the provisions of section 186 of the Companies Act, 2013. Disclosure under Section 197(12) of the Companies Act, 2013 and other disclosures as per rule 5 of Companies (Appointment & Remuneration) Rules, 2014 During the year under review, the Company does not have any employee. The Directors of the Company does not draw any remuneration from the Company. Hence, the disclosure under Section 197(12) of the Companies Act, 2013 and other disclosures as per rule 5 of Companies (Appointment & Remuneration) Rules, 2014 are not furnished. Management Discussion and Analysis The Indian economy has been adversely affected due to the impact of global financial meltdown, moderating consumption demand and depreciating currency. During the financial year downfall recorded in the manufacturing sector. During the year, there was no manufacturing operation at plant of the Company due to unavoidable circumstances beyond the control of the Company. The Company has incurred loss of 209.10 Lakhs. Your company has a clearly documented risk management policy. The Company regularly identifies, reviews and assesses such risk and decides appropriate guideline for mitigating the same. The company has instituted adequate internal control procedure commensurate with the nature of its business and the size of its operations. Internal audit is conducted at regular intervals. Transparency refers to sharing information and acting in an open manner. Processes and information are directly accessible to those concerned with them, and enough information is provided to understand and monitor them. Your company believes in total transparency in sharing information about its business operations with all its stakeholders. Your Company strives to provide maximum possible information in this report to keep the stakeholders updated about the Company. Acknowledgements Your Directors wishes to thank the Company's members and esteemed business associates for their valued contributions and support. For and on behalf of the Board, Director Director (DIN 01184750) (DIN 03265290) Place : Boisar Date : 29/05/2015 |