| Dear Members,
The Directors have pleasure in presenting this Directors Report on the
affairs of the Company together with the Audited Statement of Accounts
for the year ended on 31st March, 2015.
1. Financial Summary or performance of the company:
(Rs. in Lacs)
PARTICULARS YEAR ENDED YEAR ENDED
31.03.2015 31.03.2014
Income for the year 283.28 6,924.15
Profit before Interest,
Depreciation and Tax (10.61) (186.76)
Less: Financial charges 03.05 374.24
Depreciation 117.75 232.96
Provision for Taxations /
Deferred Tax (54.63) (274.83)
Prior Period Items /
Extra Ordinary Items - -
Net Profit/Loss for the
current year (76.72) (519.12)
2. OPERATIONS OF THE COMPANY
During the FY 2014-15, the Company has reported Net loss of Rs. (76.72)
lacs and in previous year Company has reported Net Loss of Rs. (519.72)
lacs
3. SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2015 was 6,300 lakhs.
During the year under review, the Company has neither issued any shares
nor granted stock options nor sweat equity
4. DIVIDEND
In view of the Loss incurred by the Company during the current
financial year, your Directors do not recommend payment of any dividend
for the year.
5. DIRECTORS
Mr. Nathan will retire by rotation at the ensuing Annual General
Meeting and being eligible offer himself for reappointment.
6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS.
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
note nos. 10 and 15 to the Standalone Financial Statements. The company
has not made any investments.
7. CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility has been an integral part of the way in
which your company does business. Company had loss during Financial
Year 2014-15, so no CSR amount spend during Financial Year 2014-15.
8. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has an internal financial control system commensurate with
the size and scale of its operations and the same has been operating
effectively
9. AUDIT COMMITTEE
Your Directors have, in compliance with the provisions of Section 177
of the Companies Act, 2013 and Clause 49 of the Listing Agreement,
constituted the Audit Committee of the Board. As on date, the members
of the Audit Committee are
Mr. RonindraNathGhose, Dr. V. K. Sukumaran and Mrs.
SandhyaManoharBeedkar
10. DIRECTORS / KEY MANAGERIAL PERSONNEL
Name of Director Mrs. Mr. RonindraNathGhose SandhyaManoharBeed
Type Non-Executives Non-Executive Independent Independent Director
Director
Date of Birth 20/04/1978 04/01/1950
Date of Appointment 14/08/2014 11/02/2013
Qualification Graduate Mechanical Engineer
No. of Equity Shares NIL NIL
Expertise in Specific Legal and Corporate Business Consultant
Directorships held in 1 NIL other Companies
Particulars of Committee NIL NIL Chairmanship/ Members- hip held in
other Companies
Relationship with other None None Directors inter-se
Mr. C.D.Nathan Dr. V. K. Sukumaran
Executive Director Managing Director And CFO
26/10/1957 28/01/1966
10/01/2013 17/02/1998
B.Com Mechanical Engineer
NIL 83,050,800
Finance Business Consultant
2 3
NIL NIL
None None
11. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the individual directors as well as
the evaluation of the working of its Committees. The manner in which
the evaluation has been carried out has been explained in the Corporate
Governance Report.
12. MEETINGS
During the year seven Board Meetings were convened and held, the
details of which are given more specifically in the Corporate
Governance Report.
13. COMMITTEES OF THE BOARD
The details of all the Committees of the Board including the Audit
Committee, along with their charters, composition and meetings held
during the year, are provided in the Report on Corporate Governance
which forms part of this Annual Report.
14. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act,
2013, the Board of Directors of your Company hereby confirms:
i) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures, if any;
ii) your 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 as at March 31, 2015 and its loss for the year ended on
that date;
iii) your Directors had taken proper and sufficient care 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) your Directors had prepared the Annual Accounts for the year ended
March 31, 2015 on a going concern basis.
v) the Directors had laid down internal financial controls which are
followed by the company and that such internal financial controls are
adequate and are operating effectively.
vi) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
15. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on arms length basis and were in the ordinary
course of business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the company at large.
All Related Party Transactions are placed before the Audit Committee as
also the Board for approval, wherever required. Prior omnibus
approvals of the Audit Committee were obtained for the Transactions of
repetitive nature. The transactions entered into pursuant to the
omnibus approval of the Audit Committee were placed before the Audit
Committee for its review on a quarterly basis. The Company has framed a
policy on Related Party Transaction for purpose of monitoring of such
transactions.
16. FIXED DEPOSITS
Your Company has not accepted or renewed any deposits under Chapter V
of Companies Act, 2013 during the year under review.
17. AUDITORS
a) STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and the Rules framed there under, as amended from time to time, the
Board of Directors ratify the appointment of M/s Maheshwari& Company,
Chartered Accountants (Firm Registration No.105834W), as Auditors of
the Company to hold office from the conclusion of this Annual General
Meeting (AGM) till the conclusion of the next AGM of the Company to be
held in the year 2016.
The Auditor's report on the Financial Statements of the Company for the
financial year 2014-15 contain qualifications, reservations or adverse
remark. The board is in the process to resolve the qualifications at
the earliest.
b) SECRETARIAL AUDITORS
Pursuant to provision of Section 204 of Companies Act, 2013 and The
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the company is in process to undertake to Secretarial Audit.
18. CORPORATE GOVERNANCE
Your Company as listed, in compliance with Clause 49 of the Listing
Agreement, a detailed Report on Corporate Governance is enclosed as a
part of this Annual Report in regards to compliance of the conditions
of Corporate Governance as stipulated under Clause 49 of the Listing
Agreement, is appended to this Annual Report and forms part of this
Directors' Report.
19. 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" to this report.
20. PARTICULARS OF EMPLOYEES
None of the employee has received remuneration exceeding the limit as
stated in rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
21. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
In view of the nature of activities which are being carried on by the
Company, provisions regarding conservation of energy and technology
read with Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of
the Companies (Accounts) Rules, 2014 are not applicable.
22. FOREIGN EXCHANGE EARNINGS AND OUTGO
There were no Foreign Exchange earnings or outgo during the year under
review.
23. SIGNIFICANT AND MATERIAL ORDERS
There were no significant and material orders passed by any Regulators
or Courts or Tribunals during the year March 31, 2015 impacting the
going concern status and company's operations in future.
24. Acknowledgments:
The Directors express their deep gratitude and thank the Central and
State Governments as well as their respective Departments and
Development Authorities connected with the business of the Company,
contractors and consultants and also Banks, Financial Institutions,
shareholders debenture holders and employees of the Company for their
continued support and encouragement.
For and on behalf of the Board of Directors
Place: Navi Mumbai
Dated:13th August, 2015 Dr V K Sukumaran
Chairman& Managing Director
DIN: 01097429 |