BOARD'S REPORT Dear Shareholders, The Directors of your Company are pleased to present the 41st Annual Report and the Audited Accounts for the financial year ended on March 31, 2015. 2. SALIENT FEATURES OF COMPANY'S WORKING DURING THE YEAR: During the year under review, the Company did not undertake any activity / operation, which continues to remains at a standstill since 1995. 3. EQUITY INFUSION OF FUNDS: Your Company has not issued any equity shares during the year under review nor borrowed money by way of public deposits. 4. DIVIDEND: Considering the year's financial performance and carried forward losses of previous years, the Board had decided not to recommend any dividend. 5. SEGMENT REPORTING: The Company had only one segment while in operation. However, after closure in 1995 no activity has been carried out. 6. CONSERVATION OF ENERGY, RESEARCH AND DEVLOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND OUTGO: a) The Company has not earned any foreign exchange during the year under review as there have been no exports. b) Total foreign exchange used - NIL 7. CORPORATE SOCIAL RESPONSIBILITY (CSR): In view of the Company having not carried out any business or .earned income, no expenditure has been incurred on account of CSR. 8. RISK MANAGEMENT Despite the activities' and operations being at a standstill the Company has evolved strategy to identify unsatisfactory risks on account of credit, liquidity, reputation etc. and the board has assumed overall responsibility for its implementation. 9. ENVIRONMENT AND SAFETY Since the Company has neither any employees nor engaged in any activity, environment 6t safety measures are not required to be followed for the time being. 10. DIRECTORS AND KMP : 10.1 CHANGES : Mr. Prithviraj S. Parikh, Director of the Company, retires by rotation, and being eligible, offers himself for reappointment at the ensuing Annual General Meeting. Your Directors Mr. P.K.R.K. Menon & Ms. Sharmila S. Chitale recommend his reappointment. 10.2 DECLARATION BY AN INDEPENDENT DIRECTOR(S): The Board has appointed two Independent Directors who 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. These Directors are being considered for a further term not exceeding 5 yrs. 10.3 MEETINGS: During the year four Meetings of Audit Committee as well as Board were convened and held, with the requisite quorum. 10.4 AUDIT COMMITTEE: The Audit Committee comprises of three Non-Executive Directors, viz; Mr. P.K.R.K. Menon, Mr. Prithviraj S. Parikh and Rajendra Chaturvedi. The Chairman of the committee is Mr. P.K.R.K. Menon a fellow of the Institute of Company Secretaries. 11. CORPORATE GOVERNANCE: In view of the exemption granted to the Company vide Circular No. CIR/CFD/ POLICY CELL/7/2014 dtd. 15.05.2014 by SEBI, the provision with regard to Corporate Governance / Board Evaluation are not applicable as the paid up equity capital is not exceeding Rs.10 crore and/or net worth not exceeding Rs.25 crore as on the last day of the previous financial year. 12. REMUNERATION POLICY: The Company has not paid any remuneration to the Directors nor intend doing so in the in the near future except sitting fee to Independent Directors, as the activities / operation are at standstill and no income is earned. It has no employees as well and therefore no remuneration policy has been laid down as of now. 13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The Company has not granted any Loans or provided Guarantees or made Investments covered under the provisions of Section 186 of the Companies Act, 2013, during the year under review. 14. RELATED PARTY TRANSACTIONS: No Related party transactions has been carried out which are to be required to be disclosed other what is stated in note 17(B) into during the financial year. 15. PARTICULARS OF EMPLOYEES AND HUMAN RESOURCES : The Company has no employees and therefor no information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is to be furnished. Director were also not paid remuneration or sitting fees during period under review. 16. VIGIL MECHANISM / WHISTLEBLOWER POLICY: In conformity with the provisions of clause 49 of the Listing Agreement executed with the stock exchange policy has been laid down to provide a mechanism for any concerned person of the company to approach Chairman of the Audit Committee for the purpose of dealing with instance of fraud and mismanagement, if any and also ensure that whistleblowers are protected from retribution, whether within or outside the organization. 17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Management Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, reveal that until the pending legal matters are resolved the company shall not be able to undertake any activity. 18. EXTRACT OF ANNUAL RETURN: Pursuant to the provisions of section 92 (3) of the Companies Act, 2013, an extract of annual return is annexed hereto as Annexure- A and forms part of this report. 19. 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, M/s. Ashish Bhatt 6 Associates, Company Secretary, (CP: 2956) have been appointed as the Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial year 2014-15, the Secretarial Audit Report is annexed herewith as Annexure- B and forms part of this report". In response to the remarks of secretarial Auditors, the following are stated : a) The MGT 14 pertaining to the appointment of Internal Auditor has since been filed alongwith payment of additional fees on dtd. 07.07.2015. b) The Company having closed down the plant and not undertaken any activity since 1995, the affairs are managed by the directors themselves under the supervision of the Board. The financial constraints do not permit appointment of the key Managerial personal as per section 203 of the Act, at this stage. c) The Company had to adjourn the 40th AGM for want of Quorum on 30.09.2014 and the adjourned meeting was held on 07.11.2014 when business Was transacted as per notice dtd.12.08.2014 and annual return ( 2013-14) has accordingly been filed with disclosure to this effect. d) The Company could not provide e-voting at the 40* AGM held on 30.09.2014 / 07.11.2014 for reason that its scrip has not been demated and C.D.S.L were unable to extend this facility on request. 20. STATUTORY AUDITORS: M/s. Haribhakti & Co. LLP, Chartered Accountants, Statutory Auditors of the Company, having Firm Registration Number 103523W, were appointed as Auditors at the last AGM for three consecutive years. 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. As required under the Companies Act, 2013, your Directors recommend to ratify their appointment as Statutory Auditors of the Company for F.Y. 2015-16. The Statutory auditor have qualified their report for non- provision of interest on short term borrowings since April 01, 2001, the reasons for which have been explained in the note Nos 15(a) & (b).Similarly, in view of note no 15(c),read with Clause 17 of this report, the company has disclosed that it does not envisage any immediate possibilities for restructuring activities, although the account have been prepared on "going concern basis". These Comments are in conformity with the provision of Section 134(3) of the Companies Act,2013. 21. COST AUDIT: The Company is not required to maintain cost record as prescribed by the Central Government under the provision of Section 148 of the Companies Act, 2013 in view of the closure of the plant in 1995 and cessation of manufacturing activities. No activities or services have been undertaken by the Company since then. 22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: Your Company has in place internal control systems and procedures commensurate with the size and nature of its operations. Internal control processes which consist of adopting appropriate management systems and implementing them are followed. These are aimed at giving the Audit Committee a reasonable assurance on the reliability of financial reporting and statutory & regulatory compliances, effectiveness and efficiency of your Company's operations and are reviewed subjected to internal audit in compliance of section 138 of the Act, periodically and revised to keep in tune with the changing business environment. 23. 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 explanations relating to material departures, if any. b. that such accounting policies have been selected 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 that period; c. that proper and sufficient care has been taken 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. that the annual accounts have been prepared on a going concern basis. e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. 24. ACKNOWLEDGEMENT: Yours Directors acknowledge with thanks the co-operation and understanding displayed by the shareholders & others and continue to look forward to the same. On behalf of the Board of Directors P.K.R.K.Menon Director DIN : 00106279 Sharmila S. Chitale Director DIN : 07146530 Place: Mumbai Date : August 12, 2015 |