BOARD'S REPORT Dear Shareholders, Your Directors have pleasure in presenting the 33 rd Annual Report on the business and operations of your Company together with the Audited Accounts for the year ended 31st March 2015. FINANCIAL PERFORMANCE Your Company's turnover during the period under review was Rs. 551.34 Lacs as compared to Rs. 1617.31 Lacs for the previous financial year. The Loss before tax for the period under review was Rs. 17.01 Lacs as against Rs. 513.52 Lacs for the previous financial year. The Loss after tax was Rs. 17.65 Lacs as against Rs. 513.28 Lacs for the previous Financial Year. However, we remain optimistic about overcoming these hurdles in the near future. DIVIDEND In view of continuous losses your Directors do not recommend dividend for the period under review. DIRECTORS AND KEY MANAGERIAL PERSONNEL During the year under review Mr. Raghunandan Khandelwal (DIN: 00401113) was appointed as Additional Director and designated as Managing Director of the Company w.e.f. 12.02.2015. In pursuance of Section 152(6) of the Companies Act, 2013 and Articles of Association of the Company Mr. Raghunandan Khandelwal, Director retires by rotation and being eligible, offers himself, for reappointment. Mrs. Rachana Khandelwal (DIN: 01284157) was appointed as Additional Director of the Company in the category of Woman Independent Director w.e.f. 31st March 2015. She has ceased from the office of Director on 30th May 2015. The Board of Directors has appointed Ms. Deepika Babulal Soni (DIN: 07152467) as Additional Woman Director w.e.f. 30th May 2015. All independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013. Mr. Davesh Khandelwal (DIN: 02997266) was Managing Director of the Company upto 12.02.2015. The Board places on record its appreciation for the contribution made by him. The Board of Directors had appointed Mr. Deepesh Kumar Nagar as the Chief Financial Officer in the category of Key Managerial Personnel of the Company w.e.f. 30th May 2014 pursuant to the provisions of Companies Act, 2013. BOARD EVALUTION Pursuant to the provisions of Companies Act, 2013, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration committee. Pursuant to the provisions of the Companies Act, 2013 on the recommendation of Independent Directors and Nomination & Remuneration Committee, the Board has carried out the annual performance evaluation of its own performance, its Committees and the Directors. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as appropriate composition of the Board, manner in which Board Meetings are conducted, adequate information to the Board Members to consider the matter, overall effectiveness of the Board etc. A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as preparedness for the Board Meetings, utilisation to their knowledge, experience & expertise, new ideas/insights on business issues etc. A separate exercise was carried out to evaluate the Committees of the Board, which were evaluated on parameters such as objectives of the Committee are well defined, Committee is delivering on the defined objectives, Committee has the right composition to deliver its objectives, etc. AUDIT COMMITTEE The Audit Committee comprises of three Directors namely, Mr. Raghunandan Khandelwal, Mr. Sanjay Kumar Khandelwal, Mr. Dinesh Kumar Gupta. The composition of the Audit Committee meets the requirements as per the provisions of Section 177 of the Companies Act, 2013. There are no recommendations of the Audit Committee which have not been accepted by the Board during the period under review. NOMINATION AND REMUNERATION POLICY The Board 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 is uploaded on the Company's website. BOARD MEETINGS During the year five Board Meetings held on 30th May 2014, 14th August 2014, 12th November 2014, 12th February 2015, and 31st March 2015. The provisions of Companies Act, 2013 and Listing agreement were adhered to while considering the time gap between two meetings. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the provisions of Section 134 of the Companies Act, 2013, your Directors confirm that: a) in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) such accounting policies have been selected and applied consistently and made judgment and estimates have been made 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 loss of the Company for the year ended on that date; c) 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; d) the annual financial statements have been prepared on a going concern basis; e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. f) proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. REALTED PARTY TRANSACTIONS There are 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. 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-a-vis the Company. RISK MANAGEMENT The Company has a robust risk management framework to identify and mitigate risks arising out of internal as well as external factors. The Board of Directors of the Company has also approved the Risk Management Plan. The objective of the plan is to oversee risk management systems, practices and procedures. CORPORATE SOCIAL RESPONSIBILITY Though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company; still the Company has positive gestures towards philanthropic activities in future. AUDITORS (a) Statutory Auditors The Board of Directors of the Company has, pursuant to the provisions of Section 139, recommended the re-appointment of M/s Gupta Saharia & Co. (Firm Registration No.l03446W), Chartered Accountants for the approval of the Shareholders from the conclusion of Thirty Third Annual General Meeting till the conclusion of Thirty Fifth Annual General Meeting. The Auditors' Report to the Shareholders for the year under review does not contain any qualification, reservation or adverse remark or disclaimer. (b) 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 had appointed Ms. Alheena Khan, Company Secretary in Practice (ACS No. 33254/CP No. 12457) to undertake the Audit of Secretarial and related records of the Company for the F.Y 2014-15. The Report of the Secretarial Audit Report is annexed herewith as "Annexure A". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Since the Company has not carried out any Manufacturing activity therefore there is no information to report with respect to conservation of energy and technology absorption. The Company has no export & import during the period therefore there is no foreign exchange earning & expenditure. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure B". 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. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has proper Internal Control System, commensurate with the size, scale and complexity of its operations. It is routinely tested and certified by Statutory as well as Internal Auditor. Significant audit observations and corrective action are reported to the Audit Committee. VIGIL MECHANISM / WHISTLE BLOWER POLICY Your Company has formulated a mechanism called 'Whistle Blower/Vigil Mechanism Policy for directors and employees to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct and provided a framework to protect employees wishing to raise their concern about serious irregularities within the Company. The policy permits all the directors and employees to report their concerns to the Competent Authority, Managing Director of the Company and if the Whistle Blower believes that there is a conflict of interest between the Competent Authority and the Whistle Blower, he/she may send his/her protected disclosure directly to the Chairman of the Audit Committee. The policy with the name and address of the Competent Authority, Managing Director of the Company and Chairman of the Audit Committee has been communicated to the employees by uploading the same on the website of the Company. DEPOSITS Your Company did not accept any deposit from the Public during the year under review. INSURANCE Your Company's Fixed Assets have been adequately insured. CORPORATE GOVERNANCE As per SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014, The Clause 49 of the Listing Agreement shall not be applicable to the Listed companies whose paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year; As per the above mentioned criteria, Clause 49 is not applicable on the Company and therefore the Company is not required to comply with the provisions of Clause 49 of the Listing Agreement. However, the Company is complying with most of the mandatory provisions of the Clause 49 of the Listing Agreement. PARTICULARS OF EMPLOYEES In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in "Annexure C", forming part of this report. MATERIAL CHANGES AND COMMITMENTS There is no material change and commitment has occurred, affecting the financial position of the. Company, between the end of the financial year of the Company i.e. 31st March, 2015 and the date of this report. SIGNIFICANT AND MATERIAL ORDERS There is no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and the Company's operations in future. ACKNOWLEDGMENT The Board of Directors take this opportunity to express their deep sense of gratitude to the Central, State Government and Local Authorities, Financial Institutions, Banks, Customers, Dealers, Vendors and all the stakeholders for their continued cooperation and support to your Company. The Board of Directors wishes to express its appreciation to all the employees of the Company for their outstanding contribution to the successful operations of the Company. The Board specially thank to the shareholders for their continued confidence and faith in the Company. For and on behalf of the Board Raghunandan Khandelwal (Managing Director) (DIN: 02997266) Dinesh Gupta (Director) (DIN: 00179388) Place: Taloja Date: 30.05.2015 |