DIRECTORS' REPORT TO THE MEMBERS Your Directors have pleasure in presenting their 85th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2015. DIVIDEND: In view of accumulated losses, your Directors regret their inability to propose any dividend for the year ended 31st March, 2015. OPERATIONAL REVIEW: During the year the Company has sold the property situated at Goa and recognized the profit on sale of the same. The Rubber wood Factory has not been in operation for nearly 17 years pursuant to notice received from the Deputy Conservator of Forests (Protection), Trivandrum. The management is of the view that fixed assets (excluding land) of this division be impaired to the extent of Rs. 1,22,63,325/- at the net realizable value estimated by the management. FIXED DEPOSITS: The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet. LOANS, GUARANTEES AND INVESTMENTS: The particulars of loans, guarantees and investments have been disclosed in the financial statements of the Company. RELATED PARTY TRANSACTIONS: All the related party transactions are entered on arm's length basis and are in compliance with the applicable provisions of the Act. There are no materially significant related party transactions made by the Company with promoters, directors or key managerial personnel etc. during the year which might have potential conflict with the interest of the Company at large. DIRECTORS: During the year the Company has appointed Shri R.K. Gupta, as Wholetime Director of the Company w.e.f. 14th February, 2015. Shri P.J. Bhide was appointed as Independent Director for a term of one year upto the conclusion of the Annual General Meeting of the Company for the Financial Year ended 31st March, 2015. Shri P.J. Bhide has been reappointed as Independent Director for two consecutive years, for a term upto the conclusion of the Anuual General Meeting of the Company for the financial year ending 31st March, 2017 as per the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 and is not liable to retire by rotation. The Company has received requisite notice in writing from a member proposing Shri P.J. Bhide for appointment as an Independent Director of the Company. Shri B.L. Surana was appointed as Independent Director for a term of one year upto the conclusion of the Annual General Meeting of the Company for the Financial Year ended 31st March, 2015. Shri B.L. Surana has been reappointed as Independent Director for five consecutive years, for a term upto the conclusion of the Anuual General Meeting of the Company for the financial year ending 31st March, 2020 as per the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 and is not liable to retire by rotation. The Company has received requisite notice in writing from a member proposing Shri B.L. Surana for appointment as an Independent Director of the Company. Smt. Tara Purohit was appointed as an Additional Director of the Company during the current year, who holds office upto the conclusion of the ensuing Annual General Meeting and being eligible offers herself for appointment as an Independent Director of the Company for five consecutive years for a term upto the conclusion of the Annual General Meeting of the Company for the financial year ending 31 March, 2020 as per the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 and is not liable to retire by rotation. The Company has received requisite notice in writing from a member proposing Smt. Tara Purohit for appointment as an Independent Director of the Company. Necessary resolutions for the appointment / re-appointment of the aforesaid directors have been included in the notice convening the ensuing Annual General Meeting and details of the proposal for appointment / re-appointment are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the ensuing Annual General Meeting. NUMBER OF MEETINGS OF THE BOARD The Board met four times during the financial year. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. As stipulated by the Code of Independent Directors under the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 14th February, 2015 to review the performance of Non-independent Directors and the Board as whole. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION For maintaining the independence of the Board, and separate its functions and management, Company's policy is to have an appropriate combination of Executive and Independent Directors. As on March 31, 2015, the Board consists of 5 members, of which, 4 are Non-Executive Directors (NED) and 1 is Executive Director (ED). The Board has 3 Independent NED (inclusive of 1 Woman Director), one Non-Executive Director and 1 Executive Director. The need for change in its composition and size are evaluated periodically. The remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company. BOARD EVALUATION The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual Directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The evaluation of all the Directors and the Board as a whole was conducted and the Board approved the evaluation results as collated by the nomination and remuneration committee. DECLARATION BY INDEPENDENT DIRECTORS The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013. DIRECTORS' RESPONSIBILITY STATEMENT: The financial statements are prepared in accordance with the Accounting Standards as prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. There are no material departures from prescribed Accounting Standards in the adoption of these standards. The Board of Directors of the Company confirms that : i) in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there has been no material departure; ii) the selected Accounting Policies were applied consistently and the Directors 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 losses of the Company for the year ended 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 Companies Act, 2013 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) the internal financial controls have been laid down and such internal financial controls are adequate and are operating effectively; and vi) the Company has adequate internal systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. RETIREMENT OF DIRECTOR: Shri C.P.Sharma is liable to retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. AUDITORS & AUDITORS' REPORT: M/s. Singhi & Co. Chartered Accountants, were appointed as Statutory Auditors of the Company at the Annual General Meeting held on August 26, 2014 to hold office till the conclusion of the Annual General Meeting for the Financial Year 2014-15. The Audit Committee and the Board of Directors recommend the re-appointment of M/s. Singhi & Co., Chartered Accountants, as the Auditors of the Company to hold the office from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting for the Financial Year 2018-19 subject to ratification of their appointment by the shareholders at every Annual General Meeting. M/s. Singhi & Co., Chartered Accountants, have confirmed that their appointment shall be within the limits and in accordance with the provisions of Section 141 of the Companies Act, 2013. M/s. Singhi & Co. has submitted the Peer Review certificate issued to them by Institute of Chartered Accountants of India (ICAI). SECRETARIAL AUDITORS: The Board of Directors of the Company had appointed Mrs. Sweety Kapoor, Practicing Company Secretary to carry out secretarial audit for the financial year 2014-15 in terms of the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder. The Secretarial Audit Report for the Financial Year 2014-15 is provided in Annexure - 1 forming part of this report. The observation of the Secretarial Auditor in her Secretarial Audit Report is self explanatory. ANNUAL RETURN: In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013 an extract of the Annual Return as required under Section 92(3) of the Companies Act, 2013 and the Rules made thereunder is provided in Annexure - 2 forming part of this report. KEY MANAGERIAL PERSONNEL: The Company has appointed Shri R.K. Gupta, as Wholetime Director of the Company and Shri A.K. Ruia as the Chief Financial Officer of the Company in terms of the requirements of the Companies Act, 2013. WHISTLE BLOWER POLICY / VIGIL MECHANISM: The Company has adopted a Whistle Blower Policy and has established the necessary mechanism to report concerns about unethical behavior or suspected fraud in violation of Company's Code of Conduct or any other point of concern. INTERNAL FINANICAL CONTROL: The Internal Audit of the Company is conducted by a Practicing Company Secretary. The findings of the Internal Audit and the Action Taken Report on the Internal Audit are placed before the Audit Committee which reviews the audit findings, steps taken and the adequacy of Internal Control System. RISK MANAGEMENT: The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined frame work. OTHER DISCLOSURES i) There were no material changes and commitments affecting the financial position of the Company occurring between 31st March, 2015 and the date of this Report. ii) There is no change in the business of the Company. iii) There were no significant and material orders passed by regulator or courts or tribunals impacting the going concern status and Company's operation in future. PARTICULARS OF EMPLOYEES: Provisions of Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Rule 5(2) are not applicable to the Company. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: Your Company did not have any manufacturing activity during the current Financial Year ended 31/03/2015 and as such information in accordance with the provisions of Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not attached. ACKNOWLEDGEMENT: Your Directors take this opportunity to express their appreciation for assistance and cooperation received from the commercial banks and other authorities. On behalf of the Board (C.P. Sharma) Director (R.K. Gupta) Wholetime Director Place: Kolkata 15th May, 2015 |