DIRECTORS' REPORT Dear Shareholders, Your Directors present their Thirty First Annual Report on the business and operations of the Company along with the audited Financial Statements of Account for the year ended 31st March, 2015. MATERIAL CHANGES AND COMMITMENTS: There have not been any material changes and commitments affecting the financial position of the Company between the financial year ended 31st March, 2015 and the date of the Directors' Report. DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Directors based on the information and representations received from the Company's Management confirm that: (a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed with no material departures; (b) The Directors had 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 had taken proper and sufficient care 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 Directors had prepared the Annual Accounts on a 'going concern' basis; (e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating effectively; and (f) The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively. FIXED DEPOSITS: During the year, the Company has not accepted any fixed deposits. Hence, there is no outstanding amount as on the Balance Sheet date. LISTING: The Equity Shares of the Company are listed with Bombay Stock Exchange Limited. There are no arrears on account of payment of listing fees to them. PARTICULARS OF EMPLOYEES: Information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-I to this Report. None of the employees was in receipt of the remuneration exceeding prescribed limit and hence, information under Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is not provided herein. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: In view of the nature of activities which are being carried on by the Company, Provisions of Section 134 of the Companies Act, 2013 read with the Companies (Disclosures' of Particular in the Report of the Board of Directors) Rules, 2014 regarding conservation of energy and technology absorption are not applicable to the Company. There were no foreign exchange earnings and expenses during the year under review. LOANS, GUARANTEES OR INVESTMENTS: The Company has not given any loan or guarantee nor has made any investment during the financial year 2014-15 attracting the provisions of Section 186 of the Companies Act, 2013. DIRECTORS: With a view to restructure the Board of Directors of the Company, the following Directors have resigned from the Board: The Board of Directors have placed on record its appreciation for valuable services and guidance rendered by them during their tenure as the Directors of the Company. Pursuant to the provisions of Section 161 of the Companies Act, 2013 read with the relevant provisions of the Articles of Association, the Board of Directors in its Meeting held on 12th November, 2014 had appointed Mr. Mukesh Jain as an Additional Director of the Company. He would hold office as a Director up to the date of the ensuing Annual General Meeting. Your Company has received a notice in writing from a Member signifying his intention of proposing Mr. Mukesh Jain as a candidate for the office of Director. Mr. Mukesh Jain qualifies for Independent Directorship in pursuance to the provisions of Section 149(6) of the Companies Act, 2013. Mr. Amit Jain resigned as a Whole-time Director and was appointed with effect from 1st June, 2015 as an Additional Director under the category of Promoter Director by the Board of Directors of the Company in the Meeting held on 29th May, 2015. Additional information and brief profiles as required under Clause 49 of the Listing Agreement with the BSE Ltd. for each of the above Directors, seeking re-appointment/ appointment is annexed to the Notice of the Annual General Meeting. DIRECTORS APPOINTMENT AND REMUNERATION: Considering the requirements of the skill-sets on the Board, persons having professional expertise in their individual capacity as independent professionals and who can effectively contribute to the Company's business and policy decisions are considered by the Nomination and Remuneration Committee for appointment of new Directors on the Board. The Non-Executive Directors appointed on the Board are paid sitting fees for attending the Board and Board Committee Meetings. No other remuneration or commission is paid to the Non-Executive Directors. The remuneration paid to the Managing Director and Whole-time Directors is governed by the relevant provisions of the Companies Act, 2013, rules of the Company and Shareholders' approval. DECLARATION BY INDEPENDENT DIRECTORS: The Company has received declarations from all the Independent Directors of the Company, confirming that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013. NOMINATION AND REMUNERATION POLICY: The Nomination and Remuneration Policy recommended by the Nomination and Remuneration Committee is duly approved by the Board of Directors of the Company and the Remuneration Policy of the Company is annexed to this Report as Annexure - II. KEY MANAGERIAL PERSONNEL: During the year, Mr. Tarun Jain, Whole-time Director, was appointed as a Chief Financial Officer w.e.f. 1st October, 2014. AUDITORS AND AUDITORS' REPORT: At the 30th Annual General Meeting of the Company held on 27th September, 2014, M/s. Majithia & Associates, Chartered Accountants, were appointed as the Statutory Auditors of the Company until the conclusion of the fifth consecutive Annual General Meeting. In terms of Section 139 of the Companies Act, 2013 and Rules made thereunder, this appointment is subject to ratification by the Members at every Annual General Meeting. M/s. Majithia & Associates have confirmed their eligibility for appointment and offer themselves for re-appointment. The Board of Directors based on the recommendation of the Audit Committee proposes the appointment of M/s. Majithia & Associates as the Statutory Auditors of the Company. The Auditors' observations read with Notes to Financial Statements are self-explanatory and do not call for any further comments. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made there under, Mr. Upendra C. Shukla, a Practicing Company Secretary was appointed by the Board of Directors as a Secretarial Auditor to conduct a Secretarial Audit of the Company's Secretarial and related records for the financial year 201415. The Secretarial Auditor's Report for the financial year ended 31st March, 2015 is annexed to this Report as Annexure - III. No adverse comments have been made in the said Report. EXTRACT OF ANNUAL RETURN: As required under the provisions of Section 92(3) and 134(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 an extract of the Annual Return for the year ended 31st March, 2015 is annexed to this Report as Annexure - IV. REPORT ON CORPORATE GOVERNANCE: The Report on Corporate Governance is annexed herewith as Annexure - V, which forms part of this Report. The Certificate from Practicing Company Secretary, Mr. Upendra C. Shukla, on compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance. MANAGEMENT DISCUSSION & ANALYSIS REPORT: Management Discussion & Analysis Report is annexed herewith as Annexure - VI and it forms part of this Report. RELATED PARTY TRANSACTIONS: The Board in its Meeting held on 12th November, 2014 has adopted Related Party Transaction Policy for determining the materiality of related party transactions and also on the dealings with related parties. This Policy has been displayed in the Company's website. Pursuant to provisions of Section 188(1) of the Companies Act, 2013 particulars of contracts / arrangements entered into by the Company with related parties are provided in Annexure - VII. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY: Your Directors to the best of their ability have laid down internal financial controls to be followed by the Company, which they believe are adequate keeping in view of the size and nature of Company's business. Adequate procedures are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. This ensures the quality and reliability of financial data, financial statements and financial reporting. The efficacy of internal financial controls systems are validated by self-audits, verified during internal audits and reviewed by the Audit Committee. The Audit Committee of the Board reviews the adequacy of internal financial controls on an ongoing basis to identify opportunities for improvement in the existing systems to further strengthen the internal control environment in your Company. RISK MANAGEMENT: The Company has identified various risks faced by the Company from different areas. For this purpose, a proper framework has been set up. The Company has also formed a Risk Management Committee. The constitution of this Committee is set out in detail in the Corporate Governance Report. The details of risks faced by the Company and its mitigation process was discussed by the Risk Management Committee at its Meeting held on 12th March, 2015 and the same was also reviewed by the Board of Directors at its meeting held on the same day. ANNUAL EVALUATION OF BOARD'S PERFORMANCE: The Nomination and Remuneration Committee of the Board at its Meeting held on 4th February, 2015 have laid down the policy and process for evaluation of Board of Directors. Under this Policy a set of parameters to be used in the evaluation process has been determined for: 1. Self-evaluation of the Board and Board Committees. 2. Evaluation of Independent Director's performance by other Directors. 3. Evaluation of Non-Independent Director's perfor- mance by Independent Directors. 4. Evaluation of Chairman's performance by Independent Directors. 5. Assessment of Quantity, Quality and Timeliness of information to the Board. Using the parameters mentioned in the policy and process, all the evaluations as mentioned above have been carried out during the year. This Policy has been displayed in the Company's website. CORPORATE SOCIAL RESPONSIBILITY: The Company does not fulfill any of the three criteria specified in Section 135(1) of the Companies Act, 2013 and as such is not required to comply with the provisions of section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. WHISTLE BLOWER MECHANISM: The Company has established a mechanism called "Vigil Mechanism Policy" for Employees, Directors and others who are associated with the Company to report to Management instances of unethical behavior, actual or suspected fraud or violation of the company's code of conduct. The Policy provides adequate safeguards against victimization of Employees / Directors who avail the mechanism. The Vigil Mechanism also covers the Whistle Blower mechanism aspect as stipulated under Clause 49 of the Listing Agreement. The Company affirms that no person has been denied access to the Audit Committee in this respect. The Policy has been communicated to all employees by displaying the same on the Company's website. ACKNOWLEDGEMENTS: Yours Directors thank the customers, channel partners, distributors, vendors and bankers for the continued support given by them to the Company during the year. Your Directors would also like to thank the employees for their hard work and contribution during the year as well as for the advice received from the Promoters of the Company. For and on behalf of the Board SATISH CHANDRA GUPTA Chairman Place: Mumbai Date: 11th August, 2015. |