DIRECTORS' REPORT To, The Members, Your Directors are pleased to present the Thirty-Fourth Annual Report and the Audited Statement of Accounts of your Company for the year ended on 31st March, 2015. DIVIDEND During the year under review, owing to accumulated losses, the Directors do not recommend any dividend. AMOUNT TRANSFERRED TO RESERVES The Board has decided to carry Rs. 11.15 lacs (losses) to its reserves. MATERIAL CHANGES SINCE END OF FINANCIAL YEAR TILL DATE OF THIS REPORT There is no material changes since end of financial year till date of this Report. STATEMENT ON COMPANY'S AFFAIRS In view of tough competition from local and international market, the company is making all efforts to start the activities. FIXED DEPOSITS The Company has not invited or accepted any Fixed Deposits from the public, during the year under review. AUDITORS As per Sec 139 of the Companies Act, 2013, no listed Company shall appoint Audit firm as Statutory Auditors for more than two terms, of the five consecutive years. M/s. Kakaria & Associates were appointed as Statutory Auditors, in the Annual General Meeting held on September 30, 2006. The Board proposes to appoint M/s. Kakaria & Associates, Chartered Accountants, Vapi. The Directors recommend M/s. Kakaria & Associates, Chartered Accountants, Vapi, to be re-appointed as Statutory Auditors. SECRETARIAL AUDIT REPORT The Board has appointed Mr. Prakash K. Pandya, Practising Company Secretary to conduct Secretarial Audit for the financial period. The Secretarial Audit Report for the financial period ended March 31, 2015 is annexed herewith marked as Annexure "A" to this Report. QUALIFICATIONS ON SECRETARIAL AUDIT REPORT As regards the Qualifications on Secretarial Audit Report, we state as under: Non Appointment of Women Director including Key Managerial Personnel Your Company is seeking exemption from BSE - Mumbai, ROC, Maharashtra, Mumbai including BIFR, New Delhi for Appointment of Women Director under Section 149 of the Companies Act, 2013 including Key Managerial Personnel, as your Company is sick and the matter is under consideration of the above authorities. However on account of sickness, Company is unable to get above officials on a reasonable terms. Appointment of Independent Directors Your Company is making efforts to induct one more Independent Director/Non-Executive Director so as to form Nomination and Remuneration Committee of three Directors as per Clause 49(IV) of the Listing Agreement. As regards the filing of SEBI Disclosures (Insider Trading) the Company has made disclosure under Regulation 30(1) and 30(2) of SEBI takeover Regulations. The Company was of the view, that no other filing is required, separately under SEBI (Insider Trading) Regulations. However, the Company is taking steps to ensure necessary compliances. Further, ROC forms were inadvertently not filed and the same are being filed in due course. As regards other Qualifications, the same are self-explanatory. EXTRACTS OF THE ANNUAL RETURN IN MGT9 The Annual Return in MGT9 form is annexed herewith as Annexure "B" to this Report. CURRENT STATUS WITH BIFR At the hearing held on July 2, 2015, the Hon'ble Bench of BIFR noted that SASF (IDBI) has filed an appeal in AAIFR against its Order and AAIFR has stayed the said Order to the extent it affects SASF (IDBI) dues. The matter is pending in AAIFR, New Delhi. PERSONNEL The Personnel relations with the employees at all levels continued to remain cordial and peaceful during the year under review. STOCK EXCHANGE The Company is listed on the following Stock Exchange. 1. Bombay Stock Exchange Ltd. Your Company is listed on Bombay Stock Exchange Ltd. and the Annual Listing fee has been paid. FUTURE PROSPECTS The Company is making efforts to revive its operation once our Draft rehabilitation Scheme is finalized by the BIFR. CORPORATE GOVERNANCE REPORT Pursuant to Clause 49 of the Listing Agreement with The Bombay Stock Exchange Ltd., the Management Discussion and Analysis and the Report on Corporate Governance together with Practising Company Secretaries Certificate form a part of the Annual Report. DIRECTORS Mr. Ganesan Venkatraman and Mr. Babulal Bansilal Jain, Independent Directors has given Declaration that they are not disqualified and meet the criteria of Independence as per Sub Section (6) of Section 149 of the Companies Act, 2013. During the year under review Dr. Jayesh V. Valia, retires by rotation, at the conclusion of this meeting and being eligible to offers himself for re-appointment. INTERNAL CONTROL SYSTEMS The internal control system commensurate to the size of the companies operations and nature of business and there is periodic Audits . Internal control systems in operation areas of the company ensure that system delivered the desired level of results. DIRECTORS' RESPONSIBILITY STATEMENT Statement under sub-section (2AA) of Section 217 of the Companies Act, 1956 : In the preparation of the Annual Accounts: i) the applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given. ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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 or loss of the Company for that period. iii) proper and sufficient care has been taken 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. iv) the Accounts have been prepared on a going concern basis. v) The Directors had laid down internal financial controls and such internal financial controls are adequate and were operating efficiently. vi) The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating efficiently. MANAGEMENT DISCUSSION AND ANALYSIS REPORT OVERALL (MD&A) During the year 2014-2015 the Global economy showed positive results and that also helped in the revival of Asian Economic Growth. The Forex Market has stabilized and rupee is improving. However, the same are given separately forming part of the Board of Directors' Report. 16. ACKNOWLEDGEMENTS Your Directors place on record their sincere appreciation of the dedicated and devoted services rendered by the employees of the Company at all levels and are grateful to the Company's Bankers, Financial Institutions for their timely assistance and co-operation in the working of the Company. Your Directors also thank the customers, Stakeholders and the suppliers of services to your Company for their co-operation and valuable support. 17. DECLARATION The Board has laid down a code of conduct for all Board Members and Senior Management of the Company which is posted on the website of the company. The Board Members and Senior Management have affirmed compliance with the code of conduct. FOR PRECISION CONTAINEURS LTD. (DR. JAYESH V. VALIA) EXECUTIVE CHAIRMAN PLACE : MUMBAI DATED : 8.8.2015 |