DIRECTORS' REPORT Dear Shareholders, a. Your Directors have pleasure in presenting the 24th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2014. b. Dividend: Keeping in view the financial results and status of the company, it is not proposed to declare any dividend. c. Public Deposits: The Company has neither invited nor accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 during the year under review. d. Directors and Induction of new Directors During the year under review, there was no change in the composition of the Board of Directors of the Company. Mr. Chavercode Paramu Rajendran, Director retires by rotation and being eligible offers himself for re-appointment. The Company had, pursuant to the provisions of Clause 49 of the Listing Agreement entered with the Stock Exchanges, appointed Mr. Vinod Malhotra and Mr. Chavercode Paramu Rajendran as Independent Directors of the Company in compliance with the requirements of the said clause. As per the provisions of Section 149(4), which has come into force with effect from 1st April, 2014, every listed company is required to have at least one-third of the total number of Directors as Independent Directors. Further, Section 149(10) of the Act provides that an Independent Director shall hold office for a term up to five consecutive years on the Board of a company and is not liable to retire by rotation pursuant to Section 149(13) read with Section 152 of the Act. The Securities and Exchange Board of India (SEBI) has amended Clause 49 of the Listing Agreement which would be effective from October 1, 2014 inter alia stipulates the conditions for the appointment of Independent Directors by a listed company. The above Independent Director have given a declaration to the Board that they meet the criteria of independence as provided under Section 149 (6) of the Act. In the opinion of the Board, the above Independent Directors fulfill the conditions specified in the Act and the Rules made thereunder for appointment as Independent Directors and they are independent of the management. Your Board of Directors recommends the reappointment of the aforesaid Directors at the forthcoming Annual General Meeting. e. Director's responsibility statement In compliance with Section 217(2AA) of the Companies Act; the Directors to the best of their knowledge and belief confirm that: (i) In the preparation of Annual Accounts the applicable accounting standards have been followed and that there are no material departures. (ii) The directors have selected such accounting policies as mentioned in the Notes to Accounts of the Annual Accounts and applied them consistently and which give a fair and reasonable view of the affairs of the company at the end of the year on 31st March 2014; (iii) Proper and adequate care has been taken for the maintenance of accounting records in accordance with the provisions of the Companies Act of 1956. For safeguarding the assets of the company and for detecting fraud and other irregularities; (iv) The Annual Accounts have been prepared on a going concern basis. f. Management Discussion and Analysis The Company has taken steps for applying to the Bombay Stock Exchange for revocation of its suspension and is taking steps to comply with the various listing requirements. The operations of the company remain suspended. However, the company is investigating other avenues for its revival. The management Discussion and Analysis Report for the year under review as stipulated under clause 49 of the Listing Agreement with the Stock exchange is presented in a separate section forming part of the annual report. g. Corporate Governance Your Company is committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. As per clause 49 of the Listing Agreement with the Stock exchanges and the requirements set out by the Securities and Exchange Board of India's Corporate Governance Practices, the company has implemented all the stipulations prescribed. The Company has adopted a code of conduct applicable to the Board and senior management. The Company fully complies with the governance practices as enunciated in the listing agreement. The report on Corporate Governance as stipulated under clause 49 of the Listing Agreement 9 Annexure-II) forms part of this report. The requisite certificate from M/s Vinod Aggarwal & Associates, Company Secretaries, confirming compliance with the conditions of corporate governance as stipulated under the aforesaid clause 49, is attached to this report. h. Compliance of Accounting standards As per requirements of the Listing Agreement with Stock Exchange and Accounting Standards of The Institute of Chartered Accountants of India, your company has made proper disclosures in financial statements in respect of Consolidated Financial Statements, Related Party Transactions and Deferred Taxation. The Company has duly adopted all the applicable Accounting Standards in pursuance to the provisions of the provisions of Section 211 (3A) of the Companies Act, 1956. i. Statutory Information under Section 217 of the Companies Act 1956 (i) Particulars of Employees There are no employees whose income needs to be disclosed as required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975. (ii) Energy Conservation Improvement of methods of energy conservation and optimum utilization of energy in all operation, continued to receive close attention. Company is always conscious to conserve energy through improved methods and design. In this regard company has introduced energy saving features in the system and monitors by which users saves the power consumption to a considerable extent. (iii) Foreign Exchange Earnings and Expenditure During the year, the foreign exchange earnings and expenditure were NIL. j. Stock Exchange/Compliance of Listing Agreement The Company is in correspondence with the Bombay Stock Exchange for complying with the various requirements in accordance with the Listing Agreement. k. Appointment of Secretarial Auditor As per the requirements of Section 204) of the Companies Act, 2013 a listed Company is required to get a secretarial audit conducted from a Company Secretary in Practice and to annex a report thereof along with the Report of the Directors. In pursuance of Section 204 of the Act, M/s Vinod Aggarwal & Associates, practicing Company Secretaries have been appointed to conduct the secretarial audit for the financial year 2014-15. l. Appointment of Internal Auditor As per the requirements of Section 138 of the Companies Act, 2013 a listed Company is required to get an Internal audit conducted and to annex a report thereof along with the Report of the Directors. In pursuance of Section 138 of the Act, M/s Hukam Vijay & Company, Chartered Accountants, practicing at 304 Rohini Complex, WA 121, Shakarpur, Delhi 110 092 have been appointed to conduct the Internal audit for the financial year 2014-15. m. Appointment of Key Managerial Person: As per the requirements of Section 203(1) of the Companies Act, 2013, inter-alia, every listed Company is required to appoint: - a managing director, or Chief Executive Officer or manager and in their absence, a whole-time director; - company secretary; and - Chief Financial Officer Mr. Pritam Kapur has been acting as the Managing Director of the Company. Your Company proposes to appoint the other two categories of KMP as soon as possible. n. Auditor's report and observations The observations made in the Auditor's report are self explanatory and do not contain any reservations, qualifications or adverse remarks and, therefore need no further clarifications/explanations as required under Section 217(3) of the Companies Act, 1956. o.Auditors The Auditors M/s R.K. Gulati &Associates retire at the conclusion of the forthcoming General Meeting and being eligible, offer themselves for reappointment. p. Filing of case in respect of compensation for Acquisition of Green House by the Outer Ring Road Authority The land of the company situated at Dundgal, Hyderabad had been acquired by the Government. However, the compensation received from the Government in respect to such land was not fair and adequate. The Board of Directors have filed a suit against the Outer Ring Road Authorities of the Government of erstwhile Andhra Pradesh at the Ranga Reddy Courts for improving the compensation given to the company for the losses suffered on account of the cost of imported green house standing on the land acquired for the construction of the ring road. q.Acknowledgements The Board of Directors wishes to express its appreciation of all those who are connected with the company for their services. For and Behalf of the Board Pritam Kapur Chairman and Managing Director Place: New Delhi Date: 02.09.2014 |