| Dear Members,
Your Directors have pleasure in submitting their 24th Annual Report
together with the Audited Statement of Accounts for the year ended 31st
March, 2015.
Financial Results
The financial results of the Company are summarized as under:
Rs. In lakhs
Current Year Previous year
ended ended
31.03.2015 31.03.2014
(INR) (INR)
Revenue from operations & 1,931.96 1,138.79
other Income
Profit / (Loss) before Depreciation 7.59 2.53
and Taxation
Less: Depreciation & Amortization 11.26 8.12
Profit / (Loss) before tax (3.68) (5.58)
Net Current tax expense -- --
Deferred tax 2.20 (2.77)
Prior Period Items (0.01) --
Net tax (benefit)
Net Profit / (Loss) for the year (1.48) (13.17)
Review of Operations
The year gone by was a surprisingly tough one for the economy; hopes of
a quick recovery were belied. Stock Markets, however, tend to rise in
anticipation of better economic performance. It was this rise that
helped us increase our equity trading activities and reduce our losses
substantially. The future also holds high promise of a considerably
better business environment over the next 3-5 years, which would also
lead to a rally in the equities markets. We are very positive on future
trends and expect our financial performance to be much better in the
years to come.
Material Changes and Commitments after the end of Financial Year
There have been no material changes and commitments, if any, affecting
the financial position of the Company, which have occurred between the
end of the financial year and date of the report.
Dividend
In view of the loss, your Directors do not recommend any dividend for
the Financial Year 2014-15. Information in accordance with Section
134(3) of the Act read with Companies (Accounts) Rules, 2014:
In view of the nature of activities of the Company, the particulars
regarding conservation of energy and technology absorption are not
given.
There was no foreign exchange earnings and outgo during the year under
report.
Directors and Key Managerial Personnel
Mr. Prerit Damani (DIN: 00015362), Director of the company retires by
rotation at the ensuing Annual General Meeting and is eligible for
re-appointment.
Pursuant to the provisions of Section 203 of the Act, 2013, the Company
appointed Mr. Abhishek Bagri (DIN: 00015897) as Chief Financial Officer
and Ms. Ankita Phophaliya as Company Secretary and formalized the
appointment of Mr. Anil Kumar Bagri, Managing Director as key
managerial personnel of the Company effective from 15th December, 2014.
Number of Meetings of the Board
The Board meets at regular intervals to discuss and decide on business
policy and strategy apart from other board business.
During the year, eight Board meetings were convened and held. The
maximum interval between the meetings did not exceed the period
prescribed under the Companies Act, 2013 and Listing Agreement.
Declaration from Independent Directors
Mr. Giriraj Ratan Damani (DIN: 00025141) and Ms Swati Dujari (DIN:
05349218), who are independent directors, have submitted a declaration
that each of them meets the criteria of independence as provided in sub
Section (6) of Section 149 of the Act and there has been no change in
the circumstances which may affect their status as independent director
during the year.
In the opinion of the Board, the independent directors possess
appropriate balance of skills, experience and knowledge, as required.
Committees of the Board
During the year, in accordance with the Companies Act, 2013, the Board
has constituted / reconstituted Committees. Currently the Board has the
following Committees:-
Audit Committee
Nomination & Remuneration Committee
Shareholders' / Investors Grievances Committee
Share Transfer Committee
Policy on Directors' Appointment and Remuneration and Criteria for
Independent Directors
The Remuneration Policy for Directors and Senior Management and the
Criteria for selection of candidates for appointment as directors,
independent directors, senior management as adopted by the Board of
Directors are placed on the website of the Company and are annexed as
Annexure I & II to this report.
Board Evaluation
The Board of Directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the
provisions of the Act.
The annual evaluation was carried out in following
manner:
Sr. Performance evaluation of Performance evaluation
No.
1 Board and individual directors Board seeking inputs from
all the Directors.
2 Individual directors Nomination and Remuneration
Committee
3 Non-independent directors; Separate meeting of
the Board as a whole and of Independent Directors,
the Chairman taking into account the
views of executive
directors and non-
executive directors
4 Board, its committees and Board meeting held after
individual directors the meeting of the
Independent Directors,
based on evaluation
exercise carried out above.
Criteria for performance evaluation was as follows:
Sr. Performance Criteria
No. evaluation of
1 Board Board composition and structure;
effectiveness of Board processes,
information and functioning etc.
2 Directors Contribution to the Board and committee
meetings like preparedness on the issues to
be discussed, meaningful and constructive
contribution and inputs in meetings etc.
In addition, the Chairperson was also
evaluated on the key aspects of his / her
role.
Directors' Responsibility Statement
To the best of their knowledge and belief and according to the
information and explanation obtained, 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 financial statements for year
ended 31st March, 2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures,
if any;
ii. such accounting policies have been selected 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 on 31st March, 2015 and of
the profit of the Company for the year ended on that date;
iii. that proper and sufficient care have been taken 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;
iv. that the annual financial statements have been prepared on a
'going concern' basis;
v. that proper internal financial controls were in place and that such
internal financial controls are adequate and were operating
effectively;
vi. that systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems were adequate and
operating effectively.
Adequacy of Internal Financial Controls
The Company has proper and adequate system of internal financial
controls commensurate with its nature and size of business and meets
the following objectives:
* Providing assurance regarding the effectiveness and efficiency of
operations
* Efficient use and safeguarding of resources
* Compliance with policies, procedures and applicable laws and
regulations and
* Transactions being accurately reported and recorded timely
The Company has budgetary control system to monitor expenditures and
operations against budgets on an ongoing basis.
The internal auditor also regularly reviews the adequacy of internal
financial control system.
Details of Subsidiaries / Joint Ventures / Associates
The Company does not have any subsidiary/ joint ventures/ associates.
Extract of Annual Return
As provided under sub Section (3) of Section 92 of the Act, the extract
of annual return is enclosed, which forms part of the Directors' report
as Annexure-III
Secretarial Audit
Pursuant to the provisions of Section 204 and other applicable
provisions, if any, of the Companies Act, 2013, M/s. Shalini Hegde &
Associates, Practicing Company Secretaries were appointed as the
Secretarial Auditor for auditing the secretarial records of the Company
for the financial year 2014- 15 and the Secretarial Auditors' Report
issued by them is attached hereto as Annexure- IV:
With regard to the observations in the Secretarial Auditors' Report,
your Directors have to state that the company is in the process of
filing Form MGT-14 with the Registrar of Companies in respect of
resolution passed at the Board Meeting held on 31.03.2015 for making
investment.
Particulars of Employees
The information required pursuant to Section 197 read with rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are annexed as Annexure V
Deposits from Public
The Company has not accepted any public deposits in terms of Section 73
of the Act and as such, no amount on account of principal or interest
on public deposits was outstanding as on the date of the balance sheet.
Auditors, Audit Report and Audited Accounts
M/s. Aalok Mehta & Co., Chartered Accountants (Membership No. 126756W),
Auditors of the Company would retire at the conclusion of the ensuing
Annual General Meeting. They have expressed their willingness to act as
Auditors of the Company and given the confirmation that their
appointment, if made, would be in conformity with the provision of
Section 139 & 141 of the Companies Act, 2013. You are requested to
appoint Auditors and fix their remuneration.
Safety, Environment and Health
The Company considers safety, environment and health as the management
responsibility. Regular employee training programmes are carried out in
the manufacturing facilities on safety and environment.
Particulars of Loans, Guarantees and Investments
The Company has not given any loans or guarantees or made investments
in contravention of the provisions of the Section 186 of the Companies
Act, 2013.
Related Party Transactions
Particulars of transactions with related parties pursuant to Section
134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts)
Rules, 2014 are given in Form AOC-2 and the same forms part of this
report as Annexure VI.
Code of Conduct
The Board has laid down a code of conduct for Board members and senior
management personnel of the Company. The code incorporates the duties
of independent directors as laid down in the Companies Act, 2013. The
Board members and senior management personnel have affirmed compliance
with the said code of conduct.
Whistle Blower Policy / Vigil Mechanism
There is a Whistle Blower Policy in the Company and no personnel have
been denied access to the Chairman of the Audit Committee. The policy
provides for adequate safeguards against victimization of persons who
use vigil mechanism.
Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The company has in place an Anti-Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. All employees
(permanent, contractual, temporary, trainees) are covered under this
policy.
Prevention of Insider Trading
The Company has also adopted a code of conduct for prevention of
insider trading. All the Directors, senior management employees and
other employees who have access to the unpublished price sensitive
information of the Company are governed by this code. During the year
under Report, there has been due compliance with the said code of
conduct for prevention of insider trading.
Significant and Material Orders passed by the Regulators or Courts
There are no significant or material orders passed by any regulator or
court that would impact the going concern status of the Company and its
future operations.
Risk Management
The Company has a process to identify the elements of risks to the
business and growth of the Company and the management takes necessary
steps and measures to mitigate these risks from time to time.
Internal Financial Controls:
The Company has proper and adequate system of internal financial
controls commensurate with its nature and size of business and meets
the following objectives:
* Providing assurance regarding the effectiveness and efficiency of
operations
* Efficient use and safeguarding of resources
* Compliance with policies, procedures and applicable laws and
regulations and
* Transactions being accurately reported and recorded timely The
Company has budgetary control system to monitor expenditures and
operations against budgets on an ongoing basis.
Corporate Governance Report
As per SEBI's circular no .CIR/CFD/POLICY CELL/7/2014 dated September
15, 2014, the revised clause 49 is not mandatory to the Company.
Appreciation
The Board of Directors is thankful to its Bankers and Institutions for
the support and financial assistance from time to time.
Your Directors are pleased to place on record their sincere
appreciation to all the employees of the Company whose untiring efforts
have made achieving its goal possible. Your Directors wish to thank the
Central and State Governments, customers, suppliers, business
associates, shareholders for their continued support and for the faith
reposed in your Company
For and on behalf of the Board
Indra Kumar Bagri
Chairman
Place: Mumbai
Date: May 29, 2015 |