DIRECTORS' REPORT To The Members, The Directors have pleasure in presenting the 137th Annual Report of the Company together with the Audited Financial Statements for the year ended 31s' March, 2015. CONSOLIDATED FINANCIAL STATEMENTS Pursuant to Section 129, 134 of the Companies Act 2013 (the Act), the Consolidated Financial Statement of the Company and its subsidiary prepared, in accordance with Schedule III of the Act and Accounting Standards AS 21 and AS 23 forms part of this Annual Report. OPERATIONS: The total revenue of the Company for the FY2014-15 is Rs. 3,41,27,190 as against ^ 4,07,38,287/- in the previous year. The Management continues to concentrate its efforts to increase the revenue of the Company by identifying new opportunities. The 'Cakesmith', which is a division of the Company, was conceived with the idea of providing bakers with high quality equipment through an e-commerce platform and is actively pursuing growth prospects. The wholly owned subsidiary of the Company, Fujisan Technologies Limited has been carrying on its activities successfully. DIVIDEND With a view to conserve financial resources, the Directors do not recommend any dividend on equity shares for the year ended on 31sl March 2015. SUBSIDIARIES: As at 31st March 2015, the Company has one Subsidiary namely Fujisan Technologies Limited. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES: Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014, the information on the performance and financial position of each of the subsidiaries, associates, joint venture Companies, etc. as included in consolidated financial statement is provided in Annexure 1 to this report. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Board and the Audit Committee periodically review the internal control systems of the Company and the internal control systems are deemed adequate. AUDIT COMMITTEE The Audit Committee comprises of Mr. V.K.Beswal (Chairman), Ms. Vrinda Jatia and Mr. Vidhan Mittal, the Directors of the Company. Mr. V.K.Beswal and Mr. Vidhan Mittal are Independent Directors. The terms of reference of the Audit Committee has been revised pursuant to the provisions of Companies Act, 2013 and the recommendations made by the Audit Committee on various matters have been accepted by the Board. FIXED DEPOSITS During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND: During the year under review, pursuant to the provisions of Section 125 of the Companies Act, 2013, no amount was due to be transferred to the Investor Education and Protection Fund. AUDITORS M/s Mittal & Associates, Chartered Accountants, have been appointed as Statutory Auditors of the Company at the -[36^ Annua! General Meeting for a period of three years up to the conclusion of 139lfl Annual General Meeting and their appointment is subject to ratification of shareholders at every Annual general meeting. M/s Mittal & Associates have given their consent to act as the Auditors of the Company. The Shareholders will be required to ratify their appointment and fix their remuneration. The Company has received a certificate from M/s. Mittal & Associates, to the effect that their appointment would be within the prescribed limits under Section 141 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules 2014 and that they are not disqualified for re-appointment. There is no qualification in the Statutory Auditor's Report as annexed elsewhere in this Annual Report. The Auditors have reported that there: is no fraud on or by the Company noticed or reported during the year. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP): The Company has Board of Directors with total 6 Directors out of 3 are Non-Executive Independent Directors and the remaining are Non-Executive Directors. By virtue of Section 149 of the Companies Act, 2013 and the rules made there under, the Independent Directors are not liable to retire by rotation. Ms. Vrinda Jatia, Director, retires by rotation and being eligible, offers herself for re-appointment. During the year under review, Mr. Padam Kumar Poddar ceased to be a Director with effect from 18th August, 2014 and Ms. Vasudha Jatia tendered her resignation from the Board, with effect from 9th March, 2015. The Board places on record its appreciation for the valuable services rendered by them during their respective tenure(s). The approval of the Members for the re-appointment of the Director is being sought at the ensuing Annual General Meeting. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under the applicable provisions of the Companies Act, 2013. Mr. Nikhil Date was appointed as Company Secretary of the Company with effect from 1s1 October, 2014. He however, resigned with effect from 16lh April, 2015. BOARD MEETINGS HELD DURING THE YEAR: During the year, five Board Meetings were held on the following dates: 30-04-2014, 29-05-2014, 05-08-2014, 14-11-2014, 06-02-2015 SECRETARIAL AUDITORS The provisions of Section 204 read with Section 134(3) of the Companies Act, 2013 mandates Secretarial Audit of the Company to be done from the financial year commencing on or after 1 st April 2014, by a Company Secretary in Practice. The Board in its meeting held on 6m February, 2015 has appointed M/s Parikh & Associates, Practicing Company Secretary (Certificate of Practice No. 1228) as the Secretarial Auditor for the financial year ending 31st March 2015. The Secretarial Auditors' Report for the financial year 2014-15 is annexed hereto and marked as Annexure No. 2. The observations made by the Secretarial Auditor pertain to non-filing of forms within the prescribed time. The Company is taking steps to submit the forms as per the Rules. Taking into account, the comparatively small, scale'Of business, the Company was unable to recruit a suitable Internal Auditor and other Key Managerial Personnel like Managing Director/Chief Executive Officer/Manager/ Whole-time director and Chief Financial Officer, in FY2014-15. However, the Board has complied with the said matters in FY2015-16. CORPORATE SOCIAL RESPONSIBILITY (CSR): The provisions of Section 135 of the Companies Act, 2013 read with the Rules prescribed therein, relating to Corporate Social Responsibility do not apply to the Company. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS The loans, guarantees or investments made by the Company are within the limits of Section 186 of the Companies Act, 2013 and rules made there under as approved by shareholders vide special resolution passed at 136lh Annual General Meeting of the Company. The brief summary of such transactions are provided in Annexure No. 3 to this Report. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES The Audit Committee reviews all related party transactions quarterly. Pursuant to Section 134(3), 188(1) of the Companies Act 2013 read with Rule 8(2): of the Companies (Accounts) Rules, 2014 the particulars of contracts/ arrangements entered into by the company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 in Form AOC -2 are provided as Annexure No. 4. ANNUAL EVALUATION OF BOARD'S PERFORMANCE As required under Companies Act 2013, a meeting of the Independent Directors was held to evaluate the performance of the Non-independent Directors, wherein the evaluation of performance of the non independent directors, including the Chairman and also of the Board as a whole was made, against pre-defined and identified criteria. The criteria for evaluation of the performance of the Independent Directors, Chairman and the Board, was finalized by the Nomination and Remuneration Committee. The said committee has carried out evaluation of the performance of every director. The said criteria is available at the Company's website i.e. www.thacker.co.in and is provided as Annexure No. 5. REMUNERATION POLICY Pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013, the Nomination and Remuneration Committee has determined, recommended and approved remuneration policy and recommended to the Board of Directors. The said policy may be referred to, at the Company's website at www.thacker.co.in and is provided as Annexure No. 6. RISK MANAGEMENT POLICY The Company does not have any Risk Management policy as the elements of risk threatening the Company's existence are very minimal. WHISTLE BLOWER MECHANISM The Company has a Whistle Blower Policy / Vigil Mechanism. The said policy has been made keeping in view of the amendments in the Companies Act, 2013 and may be referred to, at the Company's official website www.thacker.co.in PARTICULARS OF EMPLOYEES: Pursuant to Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the statement giving required details is given in the Annexure No. 7 to this Report. PARTICULARS OF EMPLOYEES: Pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the statement giving required details is given in the Annexure No. 7 to this Report. Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available at the Registered Office of the Company during working hours before 21 days of the Annual General Meeting and shall be made available to any shareholder on request. Such details are also available on the Company's website www.thacker.co.in DISCLOSURE UNDERTHE SEXUAL HARASSMENTOF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 There were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO: In view of the nature of business activities, the information required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is not applicable. The Company however uses information technology in its operations. During the year under review, there was foreign currency earnings of Rs.14,494/- and expenditure of Rs. 7,33,880/- REPORT ON CORPORATE GOVERNANCE Pursuant to SEBl Circular no.CIR/CFD/POLICY CELL/7/2014 dated 15* September, 2014, the compliance with the provisions of Clause 49 is not mandatory for the Company and accordingly, the Corporate Governance Report has not been annexed to the Directors' Report for FY2014-15. EXTRACT OF ANNUAL RETURN: The Extract of Annua! Return of the Company in Form MGT-9 is annexed herewith as Annexure No. 8 to this Report. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY: There are no material changes and commitments, affecting the financial position of the Company which have occurred between the year ending on 31st March, 2015 and the date of this report to which the financial statements relate. SIGNIFICANT AND MATERIAL ORDERS: There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. DIRECTORS' RESPONSIBILITY STATEMENT: The Directors confirm that; a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to 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 at the end of the financial year and of the profit of the company for that period; c) the Directors have taken proper and sufficient care 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; d) the Directors have prepared the annual accounts on a going concern basis; and e) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. ACKNOWLEDGEMENTS: Your Directors wish to express their appreciation of the continued support and co-operation received from the all the stakeholders and employees of the Company. On behalf of the Board of Directors, Arun K. Jatia Director Vinod K. Beswal Director Date : 3rd August, 2015 Place : Mumbai |