| Dear Members,
Yours directors have pleasure in presenting their 26th (Twenty Third)
Annual Report together with the Audited Statement of Accounts for the
year ended 31st March 2015.
FINANCIAL HIGHLIGHTS (Rs. In lacs)
PARTICULARS 31.03.2015 31.03.2014
Revenue from Operation 43100.46 84155.69
Other Income 174.88 156.20
Expenses' 45868.73 86319.44
Profit(Loss) before tax (2593.39) (2007.55)
Deferred Tax (531.88) 185.18
Loss from the Period (2061.50) (2192.74)
REVIEW OF OPERATIONS AND BUSINESS PERFORMANCE
During the financial year under review, the Company's performance has
been decreased as compared to the previous year. During the year, the
company has achieved turnover including (income from other sources) of
Rs. 43275.34 lacs. However the expenditure side of the Company has
proportionally increased to Rs. 45868.73 lacs. Resultantly, the company
has incurred a loss of Rs. 2061.50 lacs. Your management is striving
hard to improve the financial position of the Company by devising
effective marketing plans and strategies
DIVIDEND
Since the company has not earned any profit during the year hence the
Company is unable to declare any dividend for this year.
LISTING OF SHARES
The Equity Shares of the Company are listed on the BSE Limited (Bombay
Stock Exchange Ltd.) and the Company has paid the Annual Listing Fees
to BSE for the financial year 2014-15 as well as for 2015-16.
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES
Company has no subsidiaries, associates and joint venture companies.
Henceforth, a statement of the subsidiary Companies/ Associate
Companies/Joint Ventures as per Form AOC-1 is not required.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return, in Form MGT -9 for the Financial Year
2014-15 has been enclosed with this report as Annexure 1.
NUMBER OF BOARD MEETINGS
The detail of number of meetings of the Board held during the financial
year 2014-15 forms part of the Report on Corporate Governance in terms
of Clause 49 of the Listing Agreement.
DIRECTOR'S RESPONSIBILTY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE
COMPANIES ACT.2013:
In accordance with the provisions of section 134(5) the Board confirm
and report 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 the Companies Act,2013 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, in the case of a listed company, 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.
NOMINATION & REMUNERATION COMMITTEE POLICY
The Board of Directors has framed a policy which lays down a framework
in relation to remuneration of Directors, Key Managerial Personnel and
Senior Management Personnel of the Company. This policy also lays down
criteria for selection and appointment of Board Members. The detail of
this policy is explained in the Report on Corporate Governance prepared
in accordance with Clause 49 of the Listing Agreement.
RE-APPOINTMENT OF INDEPENDENT AUDITOR
M/s B.M. VARMA & CO., Chartered Accountants, Statutory Auditors of the
Company, retires at the ensuing Annual General Meeting and is eligible
for re-appointment. The Company has received a letter from them to the
effect that their appointment, if made, would be within the prescribed
limits under section 139 of the Companies Act, 2013 and that they are
not disqualified for such appointment within the meaning of section 141
of the Companies Act, 2013.
The Notes on Accounts referred to in the Auditors' Report are
self-explanatory and therefore do not call for any further comments.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and rules made there under, the Company has appointed Himanshu Sharma &
Associates, Company Secretary in Practice (C.P. No. 11553) to undertake
the Secretarial Audit of the Company. The Secretarial Audit Report in
prescribed format MR.-3 given by aforesaid Secretarial Auditors is
annexed to this Board Report as Annexure 2 and forms an integral part.
Following are the reply in respect of the Auditor observations:-
Auditor Observation Reply
Notice of Annual General Notices were dispatched
Meeting was not the due within course except in
sent in clear 21 days as the certain Address of
per the case where the the shareholders were not
requirement of Companies properly available.
Act 2013 and Listing
Agreement
BSE has imposed penalty due This matter is under process.
to timely non submission The penalty was imposed by
of notice of annual general BSE due to non filing of Annual
meeting under clause 41 of on time with BSE.
listing Report agreement
which is under protest.
Till date company has not Form will be filled shortly
filed MGT-14 in as the Digital Signatures of Authorized
respect of Secretarial Auditor signatories were
and Internal Auditor. not available.
Company has not appointed Company has already taken
Company Secretaries as per up this matter with various
the provision of Section placement agencies as due to
203 of the Companies Act 2013. the Industrial area and away
from Metro City it
is difficult for the company to
retain professional on long term.
Company has not appointed Company has already shortlisted
Chief Financial Officer as some of the profile for this
per the provision of Section Post and the same will be
203 of the Companies Act 2013. appointed in near term.
Company has not filed on time As due to the non availability
resolution in approval of Annual of Full time respect of the
Accounts Section 117 and professional and non clarity
Companies Act, 2013 on time of the new as per the provisions
with the Registrar of Companies. of provisions of the Companies
Act, 2013 this 179 of the
delay caused. Now the same has
been filled with the Authorities
with slight Additional fees.
PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186
Complete details of Loans, Guarantees and Securities, and Investments
covered under Section 186 of the Companies Act, 2013 given during the
year under review is provided below:
Details of Loans:
S Date Detail Amou Purpose Time Date Date Rate Securit
r of s of nt for which perio of BR of of y
N maki Borro the loan is d for SR Inte
o ng wer to be which (if res
loan utilized by it is reqd) t
the given
recipient
NIL
Details of Investments:-
SL Date of Details of Amou Purpose for Date of Expected
N invest Investee nt which the SR (if rate of
0 ment proceeds from reqd) return
investment is
proposed to be
utilized by the
recipient
1 2005-06 Investment Rs. Not yet realized NA Not
in Equity 54996 Known
Instrucments 0/-
2. 2007-08 Investment Rs. Not yet realized NA Not
in Mutual 11000 Known
Funds 00/-
Details of Guarantee / Security Provided:
SL Date of Detail Amou Purpose for
N providing s of nt which the
0 security/guar recipi security/guaran
antee ent tee is proposed
to be utilized
by the recipient
1 21/06/2012 Tirup Rs. 14 Working
ati Cr. Capital
Alumi Requir-
nium ements
Ltd
2 30/05/2013 Tirup Rs. Working
ati 30.40 Capital
Alumi Cr. Requirements
nium
Ltd
SL Date of Date of Date of Commissi
N providing BR SR (if on
0 security/guar any)
antee
1 21/06/2012 10/05/201 NA NA
2
2 30/05/2013 25/5/2013 NA NA
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties
referred to in Section 188(1) of the Companies Act 2013 for the
Financial Year 2014-15 in the prescribed format, AOC 2 has been
enclosed with the report as Annexure 3.
AMOUNTS TRANSFERRED TO RESERVES
Due to the losses no amount has been transferred to the reserve of the
Company.
TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND
PROTECTION FUND
No unclaimed or unpaid amount is lying in the Books of the company
which is to be transferred to Investor Education & Protection Fund.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no Material changes and commitments in the business
operations of the Company from the financial year ended 31st March,
2015 to the date of signing of the Director's Report.
RISK MANAGEMENT POLICY
The risk management framework defines the risk management approach of
the Company and includes periodic review of such risks and also
documentation, mitigating controls and reporting mechanism of such
risks.
CORPORATE SOCIAL RESPONSIBILITY
The Provisions relating to Section 135 of the Companies Act, 2013 are
not applicable to the Company.
MACHANISM FOR EVALUATION OF BOARD
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, a structured procedure was adopted after taking
into consideration of the various aspects of the Board's functioning
composition of the Board and its committees, execution and performance
of specific duties, obligations and governance.
The performance evaluation of the independent Directors was completed.
The performance evaluation of the Chairman and the Non-independent
Directors was carried out by the Independent Directors. The Board of
Directors expresses their satisfaction with the evaluation process.
DIRECTORS
Pursuant to the provisions of Section 149 and other applicable
provisions, if any of the Companies Act, 2013 , Mrs. Satya Bhama has
been appointed as the Women Directors of the Company .
Further , pursuant to the provisions of Section 152 of the Companies
Act, 2013 and that of the Articles of Asssociation of the Company, Mr.
Mohan Lal Gupta, Managing Director of the Company , liable to retire by
rotation at the ensuing Annual General Meeting offers himself for re-
appointment. The brief resume of Mr. Mohan Lal Gupta, who is proposed
to be re- appointed, is provided in the Report on Corporate Governance.
DEPOSITS
The following details of deposits, covered under Chapter V of the act:
I. Deposits Accepted during the year; NIL
II. Remained unpaid or unclaimed as at the end of the year; NIL
III. Whether there has been any default in repayment of deposits or
payment of interest thereon during the year and if so, number of such
cases and the total amount involved-
NIL
IV The details of deposits which are not in compliance with the
requirements of Chapter
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no significant and material orders passed by the Regulators
and courts that would impact the going concern status of the Company
and its future operations.
CHANGES IN SHARE CAPITAL, IF ANY
The authorized share capital of the Company is Rs. 185,000,000 (Rupees
Eighteen Crores and Fifty lacs only) divided into 82,500,000 (Eight
Crore Twenty Five Lacs) Equity Shares of Rs. 2/- each and 2,00,000 (Two
lacs) Preference Shares of Rs. 100/- each. The issued, subscribed and
paid-up share capital of the company is Rs 148,617,920/- divided into
64,308,960 equity shares of Rs. 2/- and 2,00,000 Preference shares of
Rs. 100/- each.
DECLARATION BY INDEPENDENT DIRECTOR
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information required under section 134(3)(m) of the Companies Act,
2013 read with Companies (Accounts) Rules, 2014 relating to
"Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo" is given in the Annexure - 4 forming an integral
part of this Report.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH
REFERENCE TO THE FINANCIAL STATEMENTS
Your Company has an effective internal control and risk-mitigation
system, which are constantly assessed and strengthened with new/revised
standard operating procedures. The Company's internal control system is
commensurate with its size, scale and complexities of its operations.
The internal and operational audit is entrusted reputed firms of
Chartered Accountants. The main trust of internal audit is to test and
review controls, appraisal of risks and business processes, beside
benchmarking controls with best practices in the Industry.
The Audit Committee of the Board of Directors actively reviews the
adequacy and effectiveness of the internal control systems and suggests
improvements to strengthen the same.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the Company
MANAGERIAL REMUNERATION
Statistical Disclosures pursuant to Rule 5 of Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is enclosed with
this report as Annexure --5.
RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF
COMMISSION / REMUNERATION FROM ITS HOLDING OR SUBSIDIARY
During the year under review the Managing Director and Whole time
Director neither received any Commission nor any remuneration from
Company's Holding or Subsidiary Company.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Board of Directors have adopted Whistle Blower Policy. The Whistle
Blower Policy aims for conducting the affairs in a fair and transparent
manner by adopting highest standards of professionalism, honesty,
integrity and ethical behavior. All permanent employees of the Company
are covered under the Whistle Blower Policy.
A mechanism has been established for employees to report concerns about
unethical behavior, actual or suspected fraud or violation of Code of
Conduct and Ethics. It also provides for adequate safeguards against
the victimization of employees who avail of the mechanism and allows
direct access to the Chairperson of the audit committee in exceptional
cases.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013
The Company has in place an Anti Harassment policy in line with the
requirement of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013. 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.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed Report on Management Discussion and Analysis, pursuant to
Clause 49 of the Listing Agreement is annexed to this report as
Annexure - .
CORPORATE GOVERNANCE
The Company has complied with all the conditions of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement with
Bombay Stock Exchange Limited during the year ended on 31st March, 2015
as per Report on Corporate Governance annexed and a Certificate from
the Auditors to this effect for the year ended on 31st March, 2015 is
also enclosed with this report.
COST AUDIT
As per the requirements of Central Government and pursuant to the
provisions of Section 148 of the Companies Act, 2013, your Company
carries out an audit of cost records. The Company has appointed M/s
Balwinder & Associates, Cost Accountants, as Cost Auditor of the
Company for the financial year 2014-15
The cost audit report for financial year end 31st March, 2015 will be
filed with Central Government in due course.
CASH FLOW ANALYSIS
In conformity with the provisions of Clause 32 of the Listing
Agreement, the Cash Flow Statement for the year ended on 31st March,
2015 is annexed hereto.
PERSONNEL
Your Directors place on record their appreciation for the significant
contribution made by all the employees, who through their competence,
hard work, solidarity and co-operation, have enabled the Company to
withstand the impact of slowdown.
TRADE RELATIONS
The Board wishes to place on record its appreciation for the support
and co-operation that the Company received from its suppliers,
distributors, retailers and other associates. The Company has always
looked upon them as partners in its progress and has happily shared
with them rewards of growth. It will be Company's endeavor to build and
nurture strong links based on mutuality, respect and co-operation with
each other and consistent with customer interest.
ACKNOWLEDGEMENT
Your Directors take this opportunity to thank all investors, clients,
vendors, banks, regulatory and government authorities, for their
continued support.
FOR & ON BEHALF OF THE BOARD OF DIRECTORS
Sd/- sd/-
(MOHAN LAL GUPTA) RAMESH GUPTA
PLACE: Baddi (DIN NO. 00161184) (DIN NO. 00161363)
DATE : 30/05/2015 MANAGING DIRECTOR DIRECTOR
|