BOARD'S REPORT Your Directors have pleasure in presenting the 56th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2015. FINANCIAL PERFORMANCE During the year under review, the Company recorded a profit of Rs. 24.07 lacs before depreciation and tax as compared to Rs. 24.12 in the previous year. However, after providing for depreciation, as recalculated under the provisions of the Companies Act, 2013 and tax, the loss for the year under review was Rs. 15.54 lacs as compared to a profit of Rs. 8.10 lacs for the previous year. DIVIDEND The Directors do not recommend any dividend for the year under review. TRANSFER TO RESERVES No amount is proposed to be transferred to reserves during the year under review. BOARD MEETINGS During the year four Board Meetings were held. Details of the same are covered in the Corporate Governance Report. DIRECTORS & KEY MANAGERIAL PERSONNEL Mr. Prabhakar Shevade (DIN 00843377) was appointed as Independent Director at the Annual General Meeting of the Company held on 24th September, 2014 for a term of 5 years i.e. upto closing of the 60th Annual General Meeting of the Company or upto 23rd September, 2019, whichever is earlier. Mr. Sanjeev Jain (DIN 00119762) was appointed as Whole Time Director of the Company in the Annual General Meeting held on 24th September, 2015 for a period of 5 years w.e.f. 1st September, 2014. Mr. G. S. Nayak (DIN 00138401) resigned as a Director of the Company w.e.f. 13th November, 2014. Mr. K. Krishnamoorthy (DIN 02797916) was appointed as an Additional Director (Independent) on 6th February, 2015 and in accordance with the provisions of Section 161 of the Companies Act, 2013, he will hold office upto the ensuing Annua I General Meeting. The Company has received a notice along with the requisite deposit from a member of the Company proposing the candidature of Mr. K Krishnamoorthy for his appointment as an Independent Director of the Company for a period of 5 years. The management is of the opinion that Mr. K. Krishnamoorthy's vast experience in corporate matters will be of immense help to the Company and recommends his appointment. Mrs. Drushti Desai (DIN 00294249) was designated as Non-Executive Non-independent Director w.e.f. 6th February, 2015. In accordance with the provisions of Section 152 of the Companies Act, 2013 and Article 112 of the Articles of Association of the Company, Mrs. Drushti Desai (DIN 00294249) retires by rotation, and being eligible, offers herself for reappointment. The Board of Directors recommends her re-appointment. Brief resume of the Directors proposed to be appointed/re-appointed, nature of expertise in specific functional areas and names of companies in which they hold directorship and membership/chairmanship of committees of the Board, for persons seeking re-appointment/ appointment as Director under Item Nos. 2 and 4 of Notice as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges and as per provisions mentioned in Clause 1 (1.2.5) of the Secretarial Standard-2 - General Meetings issued by the council of the Institute of Company Secretaries of India and approved by the Central Government has been given in the annexure to Notice of the Annual General Meeting. Ms. Hinal Kothari, Company Secretary was appointed as Chief Financial Officer on 29th May, 2014. She resigned as the Chief Financial Officer of the Company w.e.f. 13th November, 2014. Ms. Ruta V. Dabke was appointed as Chief Financial Officer of the Company w.e.f. 6th February, 2015. DECLARATION FROM INDEPENDENT DIRECTORS The Company has received declarations from Independent Directors of the Company confirming that they meet with the criteria of independence as per Section 149 of the Companies Act, 2013. COMMITTEES OF THE BOARD The Companies Act, 2013 provides for the formation and duties of various committees of the Board. The Company has in place the required Committees with specific defined roles, duties and responsibilities. Details of the various committees, meetings held and attendance at the various committee meetings are given in the Corporate Governance Report. BOARD EVALUATION The Company has in place a Board Performance Evaluation Policy. In accordance with 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 Committee, Nomination & Remuneration Committee and the other Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. POLICY ON DIRECTORS' APPOINTMENT & REMUNERATION The Nomination & Remuneration Committee of the Company leads the process for Board appointments in accordance with the requirements of Companies Act, 2013, the Listing Agreement and other applicable regulations or guidelines. The Boa rd has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy & Board Performance Evaluation Policy is stated in the Corporate Governance Report which forms a part of this Annual Report. VIGIL MECHANISM The Company has put in place a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the policy is explained in the Corporate Governance Report and is also posted on the website of the Company. DIRECTORS' RESPONSIBILITY STATEMENT In accordance with Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that: i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure; ii) appropriate accounting policies have been selected and applied consistently and the judgments and estimates made 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 loss for the year ended as on that date; iii) proper and sufficient care has been taken 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; iv) the annual accounts have been prepared on a going concern basis; v) proper internal financial controls have been followed by the Company and that such internal financial controls are adequate and are operating effectively; and vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively. INTERNAL FINANCIAL CONTROLS Detailed note on internal financial control is given in the Management Discussion & Analysis. SUBSIDIARY COMPANY The Company does not have any subsidiary company nor is there any existing Joint Venture as on 31st March, 2015. EXTRACT OF ANNUAL RETURN In accordance with Section 92(3) of the Companies Act,2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in MGT-9 is annexed to this Report (Annexure 1). AUDITORS M/s Lodha & Co., Chartered Accountants, the Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from them signifying their willingness to be reappointed as Statutory Auditors and they have also confirmed that their reappointment, if made at the ensuing Annual General Meeting, would be within the prescribed limit under Section 141(3)(g)of the Companies Act, 2013 and that they are not disqualified for such reappointment within the meaning of Section 141 of the said Act. 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 Company has appointed M/s Ragini Chokshi & Co., practising Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed to this Report (Annexure 2). The report does not contain any qualification, reservation or adverse remarks. CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, ETC. The provisions of Section 134 the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 relating to conservation of energy and technology absorption do not apply to the Company. During the year under review, there were no Foreign Exchange Earnings or Outgoings. FIXED DEPOSITS During the year under review, the Company has not accepted any fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and The Companies (Acceptance) Rules, 2014. As on 31st March 2015, the Company had no unclaimed deposits or interest thereon due to any depositor. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS There are no significant and material orders passed by the regulators or Court or Tribunals impacting the Going Concern status and the Company's operations in future. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. RISK MANAGEMENT POLICY Risk is an integral and unavoidable component of business and the management is committed to managing the risk in a proactive and effective manner. The Company has adopted a systematic approach to mitigate risk associated with accomplis hment of objective, operations, revenues and regulations. The Board of Directors, in its Meeting held on 5th August 2014, constituted a Risk Management Committee and adopted the Risk Management Policy. The objective of the policy is to lay down a framework whereby potential risk areas are identified and steps taken to mitigate such risks. PARTICULARS OF CONTRACT AND ARRANGEMENTS WITH RELATED PARTIES Details of contracts and arrangements with related parties in form AOC-2 is annexed to this Report (Annexure 3). VOLUNTARY DELISTING OF SHARES (a) Delisting from Pune Stock Exchange The Company's Securities are delisted from Pune Stock Exchange with effect from 11th April 2015. (b) Delisting from Calcutta Stock Exchange The Company's Securities are delisted from Calcutta Stock Exchange with effect from 14th May 2015. CORPORATE GOVERNANCE The Company has complied with the mandatory Corporate Governance requirements stipulated under Clause 49 of the Listing Agreement. Report on the Corporate Governance is annexed hereto forming a part of this Report. A certificate from the Auditors of the Company, M/s Lodha & Co., confirming compliance of the conditions of the aforesaid Corporate Governance, is annexed to and forms part of the Directors' Report. PARTICULARS OF EMPLOYEES None of the employees of the Company is in receipt of remuneration exceeding the limit prescribed under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. REMUNERATION Disclosure pursuant to Section 197(12) of The Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report (Annexure 4). DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has in place a Sexual Harassment Policy for prevention, prohibition and redressal of harassment of women employees at workplace. A Complaints Committee has been setup to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaint was received by the company during the year ended 31st March, 2015. EXPLANATION TO THE QUALIFICATIONS IN AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT There are no qualifications or adverse remarks in the Auditor's Report or Secretarial Audit Report. ACKNOWLEDGEMENT Your Directors take this opportunity to thank the statutory authorities, banks, shareholders, employees and other stakeholders for their valued support. For and on behalf of the Board of Directors R K Raje Director (DIN 00112003) Sanjeev Jain Whole Time Director(DIN 00119762) Place: Mumbai Date:7th August, 2015 |