| Dear Shareholders
The Directors have pleasure in presenting the 21st Annual Report
together with the Audited Statement of Accounts of the Company for the
financial year ended 31st March, 2015.
Financial Highlights
Your Directors regret to inform you that there was no commercial
activity during the year under review as the entire Plant & Machinery
and major part of the Building had got damaged in July, 2002 due to
major fire in the factory premises. The insurance claim of
Rs.5,29,51,550/- is still pending for decision with the Honorable
National Consumer Dispute redressal Commission, New Delhi. How-ever, it
has received an amount of Rs.439.13 Lacs in the protest a/c against the
bank guarantee.
OPERATIONAL & PERFORMANCE REVIEW
How-ever, your company has a miscellaneous income of Rs.3.24 Lacs
against a trading income of Rs. 167.24 Lacs during the previous year.
Barring some un-foreseen circumstances, your directors are hopeful to
give better results in terms of sales/ profits in the years to come.
SUBSIDIARY COMPANY
During the year ended 31st March, 2015, the Company did not have any
subsidiary company.
FIXED DEPOSITS
The Company has not accepted or renewed any deposit from the public
during the year under review pursuant to the provisions of Companies
Act, 2013 and rules made there under.
DIVIDEND
Keeping in view the non availability of the profits, your Directors do
not recommend any dividend for the year under review.
APPOINTMENT OF KEY MANAGERIAL PERSONS (KMPs) AND INDEPENDENT DIRECTORS
The Board of Directors of the Company in their meeting held on 29th May
2014 have re-designated Sh. Rajev Gupta, Director as Chief Executive
Officer (CEO) of the Company and Mr. Narinder Chutani as Chief
Financial Officer (CFO) of the Company w.e.f. 01st April 2014 under the
provisions of section 203 of the Companies Act 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Further shareholders of the Company in their 20th Annual General Meeting
held on 30th September 2014 have appointed Shri Harbhajan Singh
(DIN-01112511), Shri Satwant Singh (DIN-00017621) and Shri Jai Kumar
(DIN-00399728) as Independent Directors of the Company for five
consecutive years w.e.f. 30th September 2014 in terms of provisions of
section 149, 152, Schedule IV and other applicable provisions, if any
of Companies Act 2013 read with Companies {Appointment and
Qualification of Directors) Rules 2014.
DIRECTORS
During the year under review, Mrs. Radhika Gupta was appointed as the
Additional Director on the Board of the company w.e.f 21st January, 2015
and shall hold the office of director upto the date of the forthcoming
Annual General Meeting unless appointed regular director liable to
retire by rotation. Your directors recommend the appointment of her as
regular director. The Company has received requisite notice from a
member proposing her candidature for appointment as a Director.
In accordance with the provisions of the Companies act, 2013 read with
the Rules made there under and articles of association of the company,
Mr. Jai Kumar and Mr. Rajev Gupta, Directors retire at the ensuing
Annual General Meeting and being eligible offers themselves for
re-appointment.
STATUTORY AUDITORS
At the 20th Annual General Meeting of Company held on 30th September
2014, held on M/s Viney Goel & Associates, Chartered Accountants, were
re-appointed as Statutory Auditors of the Company, for a period of one
year in accordance with the provisions of section 139 of Companies Act
2013 read with Companies (Audit & Auditors) Rules 2014.
The Company has obtained a Letter of Eligibility in terms of provisions
of section 139 of the Companies Act 2013 read with Companies (Audit &
Auditors) Rules 2014 from M/s Viney Goel & Associates, Chartered
Accountants, to the effect that their re-appointment, if made, would be
in accordance of provisions of section 141 of the Companies Act 2013
and Rules made there under and that they are not disqualified for such
appointment within the meaning of section 141 of the Companies Act,
2013, the Chartered Accountants Act 1949 and rules & regulations made
there under. In terms of provisions of Section 139 of Companies Act,
2013, the appointment of Statutory Auditors shall be placed for
ratification at every Annual General Meeting. Accordingly, the
appointment of M/s Viney Goel & Associates, Chartered Accountants, as
Statutory Auditors of the Company, is placed for ratification by the
shareholders.
COST AUDIT
Pursuant to provisions of section 148 of Companies Act 2013 & Rules
made there under, your Company is, not now covered under these
provisions.
AUDITOR'S REPORT
Observations made in the Auditor's Report are self explanatory and
therefore do not call any further explanation.
SECRETARIAL AUDIT
Shri Ramesh Bhatia, Practicing Company Secretary has been appointed by
the Board to conduct Secretarial Audit under provisions of section 204
of the Companies Act 2013. The Secretarial Audit report is annexed with
the Director's Report as Annexure II. There is no qualification in
secretarial audit report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO
Energy conservation continues to be an area of major emphasis in your
Company. Efforts are made to optimize the energy cost while carrying
out manufacturing operations. As required by the provisions of section
134 of the Companies Act, 2013, the relevant information regarding
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo is given in the Annexure-1 forming part of this
report.
STATUTORY DISCLOSURES
None of the Directors of the Company are disqualified under the
provisions of section 164 of the Companies Act 2013. The Directors have
made the requisite disclosures, as required under the Companies Act
2013 and Clause 49 of the Listing Agreement.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance. The Company has complied with the Corporate Governance
requirements as stipulated under Clause 49 of the Listing Agreement.
Pursuant to clause 49 of the Listing Agreement with the Stock
Exchanges, the Report on Corporate Governance together with certificate
from the statutory auditors forms part of the Corporate Governance is
annexed to this report.
DIRECTOR'S RESPONSIBILITY STATEMENT
- Pursuant to the provisions of section 134(B)(c ) of the Companies Act,
2013, it is hereby confirmed that:-
(a) in the preparation of annual accounts for the financial year ended
31st March, 2015, the applicable accounting standards have been
followed and that there are no material departures;
(b) 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 as at 31st March, 2015 and of the profit or loss of the
Company for the year ended on that date;
(c) the Directors have 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 annual accounts have been prepared on a going concern basis;
(e) the Directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and are operating effectively.
(f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequately and operating effectively.
EXTRACT OF ANNUAL RETURN
The details forming part of extract of the Annual Return is given in
Form MGT-9 in Annexure - 3.
NUMBER OF BOARD MEETINGS
During the financial year 2014-15, five board meetings were held. The
meetings were held on 29th May, 30th July, 05th September, 15th October
2014 and 21st January, 2015. As stipulated by Code of Independent
Directors under Companies Act 2013 and under Listing Agreement, a
separate meeting of independent directors was held on 27th March 2015.
The other relevant details of Board meetings and the attendance of the
Directors etc. is given under Corporate Governance Report annexed with
Director's Report.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors of the Company have submitted the Declaration
of Independence, as required pursuant to section 149(7) of the
Companies Act 2013 stating that they meet the criteria of independence
as provided in sub-section (6).
PARTICULARS OF LOAN, GURANTEES OR INVESTMENIS UNDER SECTION 186
Details of Loans, guarantees and investments covered under Section 186
of the Companies Act, 2013 are given in the notes to the financial
statements provided in this Annual Report.
RELATED PARTY TRANSCATIONS
There are no related party transactions made by the Company with the
Promoters, Directors or Key Managerial Personnel etc. which may have
potential conflict with the interest of the Company at large.
POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Being an equal employment opportunity company and to ensure that every
employee of the Company is treated with dignity & respect and as
mandated under "The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, the Company has in
place a formal policy for Prevention of Sexual Harrassment of Employees
at Workplace.
MATERIAL CHANGES FROM END OF FINANCIAL YEAR TILL DATE OF REPORT
There are no material changes and commitments, affecting the financial
position of the Company which have occurred between the end of the
financial year of the Company to which the financial statements relate
and the date of the report other than those disclosed in the financial
statements
RISK MANAGEMENT POLICY
Risk management is a continuous process across the organization
designed to identify, assess and frame a response to threats that
affect the achievement of is objectives. It enables management to
prepare for risks before they devolve to improve the operational
effectiveness. Therefore considering the same, Company's Risk
Management Policy includes three key elements:
I Risk Assessment
I. Risk Management and Risk Mitigation
II. Risk Monitoring
Risks are analyzed, considering likelihood and impact, as a basis for
determining how they should be managed effectively.
POLICY ON DIRECTOR'S APPOINTMENT & REMUNERATION AND OTHER PRESCRIBED
MATTERS
The Nomination and Remuneration Committee constituted by the Company
functions in accordance with the terms of reference as set out under
provisions of Clause 49 of Listing Agreement read with provisions of
Section 178 of the Companies Act, 2013 & rules made there under.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As the company is not having profits the report may be treated as NIL
INTERNAL FINANCIAL CONTRORSYSTEM AND IS ADEQUACY
Your Company maintains an adequate and effective Internal Control
system commensurate with is size and complexity. The Company has
dedicated Internal Audit Department, Internal control systems provide,
among other things, a reasonable assurance that transactions are
executed with Management authorization and that they are recorded in
all material respects to permit preparation of financial statements in
conformity with established accounting principles and that the assets
of your Company are adequately safeguarded against significant misuse
or loss.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review, there is no material order(s) passed by
the regulators or courts or tribunal impacting the going concern status
and company's operation in future.
DISCLOSURE REGARDING COMPANIES (SHARE CAPITAL AND DEBENTURE) RULES 2014
The paid up equity share capital of the Company as at 31st March 2015
comprises of 3873000 equity shares of Rs. 10/- each i.e. Rs.
3,87,30,000/-. As required under Companies (Share Capital and
Debenture) Rules 2014, during the year under review, the Company has
not issued equity shares with differential voting rights, sweat equity
shares, preference shares, employee stock options and also not made any
provision for purchase of is own shares by employees or by trustees.
DISCLOSURE REGARDING VOTING RIGHT NOT EXERCISED DIRECTLY BY THE
EMPLOYEES
During the year under review, there is NIL disclosure as required under
provisions of section 67(3) of Companies Act 2013.
AUDIT COMMITTEE
Audit Committee constituted by the Company functions in accordance with
the terms of reference as set out under the provisions of Clause 49 of
Listing Agreement read with provisions of Section 177 of Companies Act,
2013 & rules made there under and additional responsibilities assigned
to it by Board of Directors of the Company. The Committee reviews the
internal audit reports and findings of internal auditors along with the
comments of management. The functions of the Audit Committee among
others, include approving and implementing the audit procedures,
effective supervision of financial reporting system Whistle Blower
Mechanism, internal control and procedures, recommending appointment of
Statutory Auditors, Cost Auditors to Board and also ensuring
compliances with regulatory guidelines. The Board has constituted the
Audit Committee comprises of following:
S.
No. Name of Member Category
1. Mr. Harbhajan Singh, Member Independent/Non-Executive
2. Mr. Satwant Singh, Member Independent/Non-Executive
3. Mr. Jai Kumar, Member Independent/Non-Executive
The other relevant details of Audit Committee are given under Corporate
Governance Report annexed with Director's Report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has adopted Whistle Blower Policy and has established the
necessary mechanism for employees to report concerns about unethical
behavior. This policy is reviewed quarterly by the Audit Committee to
check the effectiveness of the policy.
PERFORMANCE EVALUATION OF BOARD OF DIRECTORS
During the year under review, the Board adopted a formal mechanism for
evaluating is performance and as well as that of is committees,
individual Directors, including the Chairman of the Board in compliance
with the Companies Act 2013 and Clause 49 of Listing Agreement. The
performance evaluation of various Board Committees constituted under
Companies Act & Listing Agreement was made on the basis of their
respective terms of reference, discharge of functions, governance etc.
As stipulated by Code of Independent Directors under Companies Act 2013
and Listing Agreement, a separate meeting of independent directors was
held on 21st January 2015 to review the performance of Non-independent
directors including the Chairman and the Boards as a whole. The
Independent Directors also reviewed the quality, content and timeliness
of flow of information between Management and the Board.
Disclosure of Information's as required under rule 5(1) of Companies
(Appointment and Remuneration of Managerial Personnel! Rules. 2014
The company has not paid any remuneration to the directors during the
year ended on 31st March, 2015 as such necessary disclosures as required
under rule 5(1) of Companies (Appointment and ' Remuneration of
Managerial Personnel) Rules, 2014 is not given.
ACKNOWLEDGEMENT
Your Directors wish to convey their appreciation to all of the
Company's employees for their enormous efforts as well as their
collective contribution to the Company's performance. The Directors
would also like to thank shareholders, customers, dealers, suppliers,
Financial Institutions, bankers, Government and all the other business
associates for the continuous support given by them to the Company and
their confidence in is management.
By order of the Board
Sd/- Sd/-
(Rajev Gupta) (Vivek Gupta)
Place : Karnal DIRECTOR DIRECTOR
Dated : 30.07.2015 DIN-00172828 DIN-00172835 |