| Dear Members,
The Directors of your Company take pleasure in presenting the Ninth
Annual Report of the Company together with the Audited Accounts for the
Financial Year ended March 31, 2015.
1. FINANCIAL RESULT
Summary of the Standalone performance of your Company for the year
under review is tabulated below:
(Rs. in Lakhs)
Particulars March 31, 2015 March 31, 2014
Income 3.66 9.70
Operating Profit/ (Loss) before (9.33) (7.12)
Depreciation, Interest and Taxes
Less: Depreciation/ amortization - (0.87)
Profit/(Loss) before tax (9.33) (7.99)
Less: Current Tax - -
Profit (Loss) After Tax (9.33) (7.99)
2. DIVIDEND
Your Directors do not recommend the payment of dividend for the year
ended March 31, 2015 in view of the losses.
3. SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2015 was Rs.
8,61,18,780/- and 4.5% Redeemable Cumulative Preference Share Capital
was Rs. 7,00,00,000/- During the year under review, the Company has
not issued any Shares.
4. OPERATIONS
During the year under review, the Company earned the total income of
Rs. 3.66 lakhs as compared to Rs. 9.70 lakhs in the previous financial
year. The Company has incurred a loss of Rs. 9.33 lakhs as compared to
the loss of Rs. 7.99 lakhs in the previous financial year. The Board
of Directors is taking steps to improve the business operations of the
Company, though the prevailing market conditions in the existing line
of business are not encouraging. The Board is hopeful of improvement in
the current financial year.
a) DEPOSITS
The Company did not invite/accept any fixed deposit within the meaning
of Section 73 of the Companies Act, 2013 and the Companies (Acceptance
of Deposit) Rules, 2014
b) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details of loans, guarantees and investments are given in the notes
to the financial statements.
5. MANAGEMENT DISCUSSION AND ANALYSIS
Management discussion and analysis on matters related to the business
performance, as stipulated in Clause 49 of the Listing Agreement with
stock exchanges, is given as a separate section in the Annual Report.
6. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith as "Annexure A".
7. CORPORATE GOVERNANCE
The Company has complied with the Corporate Governance requirements as
stipulated under the Listing Agreement with the stock exchanges. A
separate section on Corporate Governance, along with a certificate from
the Auditors confirming the compliance, is annexed and forms part of
the Annual Report.
8. SUBSIDIARY COMPANY
Your Company has a subsidiary, viz. M/s Genesys Enterprises Inc., USA.
In accordance with the General Circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Profit and
Loss Account and other documents of the subsidiary company are not
being attached with the Balance Sheet of the Company. The Company will
make available the Annual Accounts of the subsidiary company and the
related detailed information to any Member of the Company who may be
interested in obtaining the same. Further, the Annual Accounts of the
subsidiary would also be available for inspection by any Member at the
Registered Office of the Company during working hours up to the date of
the Annual General Meeting.
9. CONSOLIDATED RESULTS
As stipulated by Clause 32 of the Listing Agreement with the Stock
Exchanges, the consolidated financial statements have been prepared by
the Company in accordance with the applicable Accounting Standards
(AS-21) issued by The Institute of Chartered Accountants of India. The
audited consolidated financial statements together with Auditors Report
form part of the Annual Report.
10. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a Vigil (Whistle Blower) Mechanism and
formulated a Policy in order to provide a framework for responsible and
secure whistle blowing/vigil mechanism. The Policy is posted on website
of the Company.
11. DIRECTORS
Mrs. Saroja Malik, Director of the Company, retires by rotation and
being eligible offers herself for re- appointment at the ensuing Annual
General Meeting.
Brief resume of Mrs. Saroja Malik, nature of her expertise in specific
functional area and names of Companies in which she is a Director and
Member/ Chairman of Committees of Board, as stipulated by Clause 49 of
the Listing Agreement are provided in the Corporate Governance Report
forming part of the Annual Report.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges.
12. AUDITORS
a) STATUTORY AUDITOR
The Members of the Company had, at the 8th Annual General Meeting (AGM)
held on September 29, 2014 approved the appointment of M/s Dixit
Dattatray & Associates, Chartered Accountants, Mumbai (ICAI
Registration No. 102665W) as the Statutory Auditors of the Company to
hold office from the conclusion of that AGM until the conclusion of
11th AGM held thereafter, subject to ratification of the appointment by
the Members at every AGM held after the aforesaid AGM.
Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014 states that
appointment of Auditor shall be subject to ratification by the Members
at every AGM till the expiry of the term of the Auditor.
In view of the above, the existing appointment of M/s Dixit Dattatray &
Associates, Chartered Accountants covering the period from the
conclusion of this ensuing AGM until the conclusion of next AGM to be
held in the FY 2016-17, is being placed for Members' ratification.
As required under section 139 of the Companies Act, 2013, the Company
has obtained a written consent from the Auditors to such continued
appointment and also a certificate from them to the effect that their
appointment, if ratified, would be in accordance with the conditions
prescribed under the Companies Act, 2013 and the rules made thereunder,
as may be applicable.
AUDITORS' REPORT
The Auditors' Report to the members on the Accounts of the Company for
the financial year ended March 31, 2015 does not contain any
qualification.
INTERNAL CONTROLS SYSTEM AND THEIR ADEQUACY
The Company has in place an Internal Control System commensurate with
the size and scale of its operations. The Internal Control System
provides reasonable assurance with regard to recording and providing
reliable information, compliance with applicable laws, rules and
regulations.
The Audit Committee reviews audit reports submitted by the Internal
Auditors on a regular basis.
b) SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013,
the Company has appointed M/s Roy Jacob & Co., a firm of Company
Secretaries in Practice to undertake the Secretarial Audit of the
Company. The Report of the Secretarial Audit Report is annexed herewith
as "Annexure B".
The Company is in process of shortlisting suitable candidate for the
position of Chief Financial Officer and Company Secretary. The company
will fill these vacancies as soon as possible.
13. PARTICULARS OF EMPLOYEES
Managing Director does not receive any remuneration from the Company
and the Company does not have employee drawing remuneration in excess
of limits
prescribed under section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Hence, the information under this Proviso and Rule is not being
provided.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The company continues to endeavor to reduce energy consumption. The
company has not carried out any research and development activity or
has imported any technology for its operations. There were no foreign
exchange earning or outgo during the year under review. Therefore,
details of the same are not annexed to this report.
15. MEETINGS
During the year Six Board Meetings and four Audit Committee Meetings
were convened and held. The details of which are given in the Corporate
Governance Report. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013.
16. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination &
Remuneration Committees. The Board Evaluation has been explained in the
Corporate Governance Report.
17. NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
explained in the Corporate Governance Report.
18. SEXUAL HARRASMENT
During the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
19. RISK MANAGEMENT
Pursuant to the requirement of Section 134 of the Companies Act, 2013,
the Company has in place a Risk Management Plan.
The Company has a Business Risk management framework to identify and
evaluate business risks.
In accordance with the provision of Clause 49 of the Listing Agreement,
your Company has also constituted a Risk Management Committee.
20. SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS/COURTS, IF ANY
There are no significant material orders passed by the Regulators
/Courts which would impact the going concern status of your Company and
its future operations.
21. MATERIAL CHANGES & COMMITMENTS
There are no material changes and Commitments affecting the financial
position of the Company occurred between the date of Financial
Statements and Boards Report.
22. INDEPENDENT DIRECTORS MEETING
During the year under review, the independent Directors of the Company
met on February 15, 2015, interalia, to discuss:
i. Evaluation of performance of Non-Independent Directors and the
Board of Directors of the Company as a whole
ii. Evaluation of performance of the Chairman of the Board, taking
into views of all Directors
iii. Evaluation of the quality, content and timeliness of flow of
information to the Board that is necessary for the Board to effectively
and reasonably perform its duties
23. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business. There are no materially significant related party
transactions made by the Company.
All Related Party Transactions are placed before the Audit Committee as
also the Board for approval.
The policy on Related Party Transactions as approved by the Board is
uploaded on the Company's website. The disclosure on Related Party
Transactions is made in the Financial Statement of the Company.
24. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (5) of the Companies Act
2013, with respect to Directors' Responsibility Statement, your
directors hereby confirm that;
a) In the preparation of the annual accounts for the financial year
ended March 31, 2015, the applicable accounting standards had been
followed along with proper explanation relating to their material
departures, wherever applicable;
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 or loss
of the Company for the year under review;
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 for the financial year
ended March 31, 2015 on a going concern basis.
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 have devised proper systems to ensure compliance with
the provision of all applicable laws and that such systems were
adequate and operating effectively.
25. ACKNOWLEDGEMENT
Your Directors take this opportunity to thank the Investors, Clients,
Banks, Regulatory authorities including Stock Exchanges and Government
authorities for their invaluable support, trust and co-operation
extended to the Company. Your directors look forward for their continued
support in future.
For and on behalf of the Board of Directors
SAJID MALIK GANAPATHY VISHWANATHAN
Managing Director Director
Place: Mumbai
Date: May 30, 2015
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