BOARD'S REPORT The Members, Your-Directors have pleasure in presenting their 23rd.Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015. 2.Dividend Your Board does not recommend any dividend for the financial year 2014-15. 3.Reserves-Your Board does not propose to carry to any reserves for the financial year 2014-15. 4.Brief description of the Company's working during the year/State of Company's affair Total turnover during the year 2014-15 decreased by Rs.820.90 lac (17.05%) compare to previous year 2013-14 and there is loss of Rs.753.94 lac (after tax) during the year 2014-15 against net profit of Rs.276.40 lac (after tax) in previous year 2013-14. Due to recession in domestic and international market sales has come down during the year 2014-15 and loss accordingly due to decrease in sales and depreciation and overhead expenses. 5.Change in the nature of business, if any There is no change in the nature of business during the financial year 2014-15. 6. Material changes and commitments, if any, affectingthe financial position ofthe company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report No material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report. 7. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future No significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future during the financial year and or subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report. 8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements. The Company has appointed interna! auditor for adequacy of internal financial controls and your Board has taken adequate care for financial control. 9. Details of Subsidiary/Joint Ventures/Associate Companies Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year. 10. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement. Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year. 11/ Deposits Your Company has not accepted any deposit during the year and there was no deposit at the beginning of the year. Therefore the details relating to deposits, covered under Chapter V of the Act is not applicable. 12. Statutory Auditors M/s. V.K. Shastri & Co., Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment. The Company has obtained a letter of consent and also a certificate under section 139 and 141 of the Companies Act, 2013 from the Auditors to the effect that, their appointment, if made would be within the limits prescribed in the said section. 13. Auditors' Report The observations of the Auditors are explained, wherever necessary, in an appropriate notes to the Audited Statement of Accounts. No qualification, reservation or adverse remark or disclaimer has been made by the auditor in their auditors' report for the year 2014-15. 14. Share Capital Your Company has allotted 61,55,000 equity shares of Rs.10 each for cash at par aggregating Rs.6,15,50,000 on preferential basis to entities of promoters' group during the financial year ended 31st March,2015. During the year under review, the Company has not issued any other shares nor has granted any stock option or sweat equity. 15. Extract of the annual return The extract of the annual return in Form No. MGT •? 9 forming part of the Board's report is attached herewith as (Annexure-E) 16. Conservation of energy, technology absorption and foreign exchange earnings and outgo The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are attached herewith (Annexure-A) 17. Corporate Social Responsibility (CSR) As net worth of the Company is below rupees five hundred crore or turnover is below rupees one thousand crore or a net profit is below rupees five crore during the preceding financial year ended on 31st March,2014, section 135 of the Companies Act,2013 is not applicable and therefore the Company has not spent any sum towards Corporate Social Responsibility during the financial year 2014-15. 18. Directors A) Changes in Directors and Key Managerial Personnel Your Company has appointed Smt. Anjali Harshavardhan Hedge {DIN -01683723) and Shri Nikhil Ramesh Parikh {DIN -01868080) as independent Directors during the year. Shri Neeraj Pathak, Alternate Director to Shri Kirit Kumar Pathak ceased to be Alternate Director on 6th January,2015. Your Company has been received a notice under section 160(1) of the Companies Act,2013 from members of the Company proposing to appoint Smt. Anjali Harshvardhan Hegde arid Shri Nikhil Ramesh Parikh as independent Directors of the Company. Your Company appointed Shri Vishal Sharma as Chief Financial Officer during the year. However due to his personal. reason, he resigned as Chief Financial Officer with effect from 16th May,2015. Your Company appointed Smt. Prerna Sudeep Bokil as Company Secretary during the year. Shri Ameet Nalin Parikh and Shri Kirit Kumar Pathak retire by rotation at the ensuing annual general meeting and being eligible offered themselves for re-appointment as Directors. B) Declaration by an independent Directors) and re- appointment, if any A declaration by Shri Sandeep Gul Lalwani, Smt. Anjali Harshavardhan Hedge and Shrj Nikhil Ramesh Parikh Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 have been given and the same have been displayed on Company's website. The Board of Directors declare that the Independent Directors Shri Sandeep Gul Lalwani, Smt. Anjali Harshavardhan Hedge and Shri Nikhil Ramesh Parikh in the opinion of the Board are : a) persons of integrity and they possess relevant expertise and experience; b) not a promoter of the Company or its holding, subsidiary or associate company; c) not related to promoters or directors of the company, or its holding, subsidiary or associate company; d)have/had no pecuniary relationship with the company, its holding or subsidiary or associate company or promoters or directors of the said companies during the two immediately preceding financial years or during the current e)none of their relatives have or had pecuniary relationship or transactions with the company, its holding, subsidiary or associate company or promoters or director of the said companies amounting to two percent or more of its gross turnover or total income or fifty lakh rupees whichever is lower during the two immediately preceding financial years or during the current financial year; f); neither they or any of their relatives. - i. hold or have held the position of a key managerial personnel or are or have been employees of the Company or its holding, subsidiary, associate company in any of the three financial years immediately preceding the current financial year ii. are or had been employee or proprietor or a partner in any of the three financial years immediately preceding the current financial year of a) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company or b) any legal or consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of gross turnover of the said firm; iii) do not hold together with their relatives two percent or more of the total voting power of the company or iv) not a Chief Executive or director of any non-profit organization that receives twenty-five percent or more of its receipts from the company, any of the promoters or directors of the company or its holding, subsidiary or associate company or that holds two percent or more of the total voting powers of the company; g) possess qualifications prescribed in Rule 5 of The Companies (Appointment and Qualification of Directors) Rules, 2014. Smt. Anjali Harshavardhan Hedge and Shri Nikhil Ramesh Parikh are eligible for r-appointment at the ensuing annual general meeting. Details of director seeking re-appointment as per clause 49 of listing agreement with the Bombay stock exchange is attached herewith (Annexure- F) C) Formal Annual Evaluation The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and individual Directors which includes criteria for performance evaluation of executive directors and non-executive directors. In evaluating the suitability of individual Board members, the Committee may take into account factors, such as: i. General understanding of the Company's business; ii .Educational back ground and experience: iii. Personal and professional ethics, integrity and values; iv. Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively. 19. Number of meetings of the Board of Directors 23.Particulars of loans, guarantees or investments under section 186 The Company has not given any loan, guarantees or investments under section 186 to any person or body corporate except loan to employees of the Company as per Company's policy for employees. 24.Particulars of contracts or arrangements with related parties: The Company has not entered into any contract or arrangement with related party referred to in sub-section (1) of section 188 of the Companies Act, 2013 except contract with Tranzmute Capital & Management Private Limited to avail professional services, which has been approved by the Regional Director, North- Western Region, Ahmedabad under letter no. RD(NWR) / Sec.297/183/2011 -12/1564 dated 9th August,2012 for a period of three years with effect from 01.08.2012 to 31.07.2015. Form No. AOC -2 regarding transactions under section 188 of the Companies Act, 2013 is enclosed herewith (Annexure-B). 25.Managerial Remuneration: Disclosures pursuant to section 197(12) of the Companies Act,2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed herewith (Annexure-C). 26.Secretarial Audit Report The Secretarial Audit Report pursuant to section 204(1) of the Companies Act,2013 given by M/s. Dinesh Mehta & Co., a company secretary in practice enclosed herewith (Annexure-D). The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except i) the allotment of 61,55,000 equity shares on preferential basis to prompters' group entity in violation of SEBI (Substantial Acquisition of Shares and Takeovers) Rules,2011 and ii) filing of two form MGT-14 and DIR-12 after due date under the Companies Act,2013. Explanation: i) The entities of the promoters' group to whom the aforementioned equity shares have been allotted have appointed the merchant banker to offer 26% of equity shares of the company to the shareholders of the company as required under The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and the said offer is under process with the merchant banker as on the date of this report. ii) Two form MGT-14 and DIR-12 under the Companies Act,2013 were filed after due date with additional fee through oversight. 27. Corporate Governance Certificate The Compliance certificate from M/s. Dinesh Mehta & Co., a company secretary in practice regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement has been annexed with corporate governance . report. . . 28.Risk management policy In today's economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company's risk management is embedded in the business processes. Your company has identified the following risks: 29.Directors' Responsibility Statement Your Directors state that: (a)in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to 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 and loss 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 this Act 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; and (e)the directors had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 30.Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013: The Company has been employing about 5 women employees in various cadres within the factory premises. The Company has in place an anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the Executive Director. All employees (permanent, contractual, temporary . trainees) are covered under the policy. There was no compliant received from any employee during the financial year 2014-15 and hence no complaint is outstanding as on 31.03.2015 for redressal. 31.Acknowledgements The Board of Directors gratefully acknowledge the assistance and co-operation received from the Bank of Baroda and all other statutory and non-statutory agencies for their co-operation. The Board of Directors also wish to place on record their gratitude and appreciation to the members for their trust and confidence shown in the Company. The Board of Directors would like to especially thank all the employees of the Company for their dedication and loyalty. On behalf of the Board of Directors Ajay Naishad Desai] Executive Director DIN : 00452821 [Ajay Nalin Parikh] Executive Director Date : 29.05.2015 Registered Office :Plot No.43/1, Village: Nurpura, [P.O. Baska, Tal. Halol - 389 350 Dist. Panchmahals, Gujarat |