DIRECTOR'S REPORT To, The Shareholders, Your Directors have pleasure in presenting the 34th Annual Report along with the Audited Financial statements of the Company for the financial year ended 31st March, 2015. WORKING RESULTS: During the year, the company has net loss of Rs. 24,60,581/- (Previous Year loss of Rs. 27,78,641/-). DIVIDEND: In view of past losses, Directors did not recommend any dividend for the equity shareholders for the financial year 2014-15. DEPOSITS: Your Company has accepted deposits from the directors, relative of directors and close associates to cater to the need of working capital of the Company, as the company is unable to obtain loan from any outside lenders due to accumulated losses. The particulars of unsecured loan taken during the year are given in the Notes forming part of Financial Statements for the year ended 31st March, 2015. SHARE CAPITAL: Presently, the Paid up Share Capital of the Company is Rs. 52117500/- divided in to 5300900 Equity Shares of Rs. 10/- each. There is calls in arrear of Rs. 891500/-. CORPORATE GOVERNANCE: Your Company complies with the provisions laid down in Corporate Governance laws. It believes in and practices good corporate governance. The Company maintains transparency and also enhances corporate accountability. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the following forms part of this Annual Report: I. Declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel; ii. Management Discussion and Analysis; iii. Report on the Corporate Governance; and iv. Auditors' Certificate regarding compliance of conditions of Corporate Governance CORPORATE SOCIAL RESPONSIBILITY INITIATIVES: During this period under the review not applicable to the Company. Hence, your Directors have not constituted the Corporate Social Responsibility (CSR) Committee. SUBSIDIARY COMPANIES: The Company does not have any subsidiary. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION: The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption nave not been furnished considering the nature of activities undertaken by the company during the year under review. (a) Conservation of energy measures taken: The Board of Directors has taken following steps to conserve the energy: * Switching off lights, A/C and computers whenever not used. * Power utilization on all computers, pantry and cabins. * Planning to replace lights with low energy consumption units. * The Board is considering the option of using solar energy resources. * Controlled the energy consumption by optimizing the temperature inside the office premises is the major contributor for the energy conservation for the stores. * Optimized lighting consumption by strictly controlling the operating hours as per the usage pattern. Impact: After constant monitoring and effective utilization, the company's electricity bill has shown reduction. The board is constantly taking initiatives and steps to reduce the bills and is optimist for a favorable output. The Board is also using energy saver equipments. FOREIGN EXCHANGE EARNINGS AND OUT-GO: During the period under review there was no foreign exchange earnings or outflow. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES: The Company does not have any employees drawing remuneration in excess of the limits specified in Section 197(12) read with Rule 5 of (Appointment and remuneration of managerial Personnel) Rules, 2014. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES: All transactions during the financial year were on an arm's length basis and in the ordinary course of business. There were no materially significant transactions with Related Parties during the financial year 201415 which were in conflict with the interest of the Company, and accordingly no disclosure is made in respect of related party transactions. Suitable disclosures as required underAS-18 have been made in the Notes to the financial statements. RISK POLICY: The Company does not have any Risk Management Policy, however the Board takes all necessary steps to identify and evaluate business risks and opportunities and take corrective steps. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Whole Time Director. DIRECTOR'S RESPONSIBILITY STATEMENT: To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: i. In the preparation of the annual accounts, the applicable accounting standards have been followed. ii. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review. iii. The directors have 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. iv. The directors have prepared the annual accounts on a going concern basis. v. 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. vi. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively DIRECTORS AND KEY MANAGERIAL PERSONNEL: The Board of Directors had appointed Mrs. Dhwani Rupesh Mirani (DIN 07186414) as an Additional Woman Director in the category of Non-Executive Director in the board meeting held on 30'" March, 2015. In accordance with the provisions of the Companies Act, 2013, Mr. Prataprai G Davda (DIN: 01149981) retire by rotation at the ensuing AGM and being eligible offers himself for reappointment. Mr. Prataprai G Davda is not disqualified from being appointed as a Director as specified in terms of Section 164 of the Companies Act, 2013. Brief profile of Mr. Prataprai G Davda who is to be re-appointed, as stipulated under Clause 49 of the Listing Agreement is furnished in the Notice of the ensuing AGM. The Board of Directors of your Company recommends the re-appointment of Mr. Prataprai G Davda at the ensuing AGM. The Board also proposes to re-appoint Mr. Prataprai Gopaldas Davda (DIN: 01149981) and Mr. Kishor Gopaldas Davda (DIN: 00606601) as the Whole Time Directors of the Company for the term of 4.5 Years w.e.f 1st April, 2015 on such remuneration and terms and conditions as may be decided by the Board. The Board of Directors of your Company recommends his re-appointment at the ensuing AGM. MEETINGS: The Board of Directors of your Company met 5 Times during the year to carry the various matters. The Meetings were convened on 14th May, 2014, 30th May, 2014,11'h August,2014, 5th November, 2014,12th February, 2015 and further details of which are given in the Corporate Governance Report forming part of this Annual Report. DECLARATION BY INDEPENDENT DIRECTORS: The Company has received declaration by all Independent Director(s) that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. BOARD EVALUATION: The Board of Directors has made the formal annual evaluation of its own performance and that of its committees and individual directors and found it to be satisfactory. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KMP AND REMUNERATION POLICY: The Board has, on the recommendation of the Nomination and Remuneration Committee adopted the Remuneration Policy, which inter-alia includes policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management Personnel and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. KEY MANAGERIAL PERSONNEL: In terms of the provisions of Section 203 of the Act, Mr Prataprai G Davda, Whole Time Director and Mr. Kishor G Davda, Whole time Director are the Key Managerial Personnel of your Company. AUDIT COMMITTEE: The Audit Committee comprises of Mr. Dhirajlal Shamji Madhavani who serves as the Chairman of the Committee Mr. Bharat Manubhai Shuklaand Mr.Prataprai Davda as other members. The terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. All the recommendations made by the Audit Committee during the year were accepted by the Board. VIGIL MECHANISM: The Company has not set up vigil mechanism/ whistle blower policy. However the Company is committed to adhere to the highest standards of ethical, moral and legal conduct of its business. Your Company hereby affirms that no Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. STATUTORY AUDITORS" OBSERVATIONS: REMARKS: 1. The accumulated losses at the end of financial year 2014-2015 are more than 50% of Company's net worth, non-provision of retirement benefits such as gratuity and leave encashment as required by accounting standard (AS 15) issued by the Institute of Chartered Accountants of India, non-ascertainment of impaired assets as required by accounting standard (AS 28) issued by the Institute of Chartered Accountants of India. Comments from Management: 1. Provision of Gratuity and leave encashment as required by Accounting standard(AS 15) is not made in view of Appointment of Major new staff after earthquake, frequent changes in major staff and remote site of factory and therefore expenses are debited on payment basis and when the same is paid. NOMINATION AND REMUNERATION COMMITTEE: The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. STAKEHOLDERS' RELATIONSHIP COMMITTEE: The composition and terms of reference of the Stakeholders' Relationship Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. SECRETARIAL AUDIT: In terms of the provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed M/s. Anish Gupta & Associates, Company Secretaries, Mumbai as Secretarial Auditor for conducting Secretarial Audit of your Company for the financial year 31.3.2015. The report of the Secretarial Auditor is annexed herewith as "Annexure [A]" SECRETARIAL AUDITORS' OBSERVATIONS & COMMENTS FROM BOARD: 1. The Company has not appointed Company Secretary and CFO as required under section 203 of the Companies Act, 2013: The Company is looking for a suitable candidate for the same, but due to weak financial problem, no candidate is willing to join the company. 2. Mrs. Dhwani Rupesh Mirani wasappointed women director of the company before the allotment of DIN application: The Board will ensure the compliance. 3. The Company has not appointed Internal Auditor during the period under review: The Board will ensure the compliance. 4. The Company has not provided the e-voting facilities to the shareholders for the Annual General Meeting held on 29.09.2014 and Extra Ordinary General Meeting held on 30,hMarch, 2015: The board has taken the exemption given by the MCA up to 31.12.2014 for e-voting facilities, however the Board has executed agreement with the CDSL and will provide e-voting facilities in the forthcoming AGM. 5. The Company has taken unsecured loan from relatives and close associates of the directors which is not in compliance of Section 73 of the Companies Act, 2013 read with the Rules: The unsecured loan has been taken from the close associates to cater to the need of working capital, as the board has unable to get loan from any lending institution. 6. The Company has yet to create the website and upload the documents and information as required under the Companies Act and Listing Guidelines: The Board will ensure its compliance. 7. The resolution for receiving declarations received from the directors was not taken on record in thefirst board meeting of the Company: The Board will ensure the compliance. 8. The Company has not adopted certain policies as required under the Companies Act and Listing Guidelines: The Board will ensure the compliance. 9. Delay and non-filing of some of the forms as required under the Companies Act, 2013 with the Registrar of Companies: The Board will ensure the compliance. EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in form MGT 9 forms part of this Annual Report and is annexed herewith and marked as "Annexure B". OTHER DICLOSURES: (i) There were no material changes and commitments affecting the financial position of your Company between end of the financial year and the date of this report. (ii) Your Company has not issued any shares with differential voting. (iii) There was no revision in the financial statements. (iv) Your Company has not issued any sweat equity shares. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS: There are no orders passed by the regulators or courts or Tribunals impacting the going concern status and company's operation in future. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013: The Company has not employed any female employees, the declaration required under Sexual Harassment of Women at Work (Prevention, Prohibition and Redressal)Act does not apply. PREVENTION OF INSIDER TRADING: The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Windows' closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code. APPRECIATIONS: Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and assistance. For and on Behalf of the Board of Director PratapraiDavda Whole Time Director DIN-01149981 Place: Mumbai Date: 13.08.2015 |