| Dear Members,
The Directors of your company present their 32nd Annual Report together
with the Audited Financial Statements for the year ended 31st March
2015
1. FINANCIAL HIGHLIGHT:
Rs. in Lacs Rs. in Lacs
2014-15 2013-14
Income from operations (Gross) 446.31 226.88
Other Income 9.93 25.19
Profit/(Loss) before Depreciation (146.12) (86.43)
and Tax
Depreciation for the year (128.88) (13.45)
Profit/(Loss )before Tax (275.00) (99.88)
Extraordinary Item
Impairment Written Back Nil 111.84
Profit/(Loss) after Tax (275.00) 11.96
Balance of profit/(Loss) brought forward (2494.22) (2506.18)
Balance of Profit/ (Loss) carried for (2769.22) (2494.22)
forward to Balance Sheet
Earnings per share (Rs.) (2.36) 0.10
2. DIVIDEND
In view of the loss made during the year and the accumulated losses,
the Directors do not recommend any dividend for the financial year
2014-15.
3. STATE OF COMPANY'S AFFAIRS
A detailed analysis of your Company's performance is discussed in the
Management Discussion and Analysis Report which forms part of this
Annual Report. - Annexure I.
4. CORPORATE GOVERNANCE
Report on Company's Corporate Governance is given under Corporate
Governance as Annexure II and compliance certificate from auditors
which forms part of this Annual Report.
The Company is in compliance with the requirements stipulated under
Clause 49 of the Listing Agreement entered into with the Stock Exchange
with regard to Corporate Governance.
5. 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 directors individually as well as
the evaluation of the working of its Audit, Nomination & Remuneration
and other Committees. The manner in which the evaluation has been
carried out has been explained in the Corporate Governance Report.
6. DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act 2013, the Board of
Directors, to the best of their knowledge and ability confirm that:
i) that in the preparation of the Annual Accounts the applicable
Accounting Standards have been followed and there has been no material
departure;
ii) that the selected accounting policies were applied consistently and
the Directors 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 of the profit and loss of the
Company for the year ended on that date;
iii) that proper and sufficient care has 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 Directors have prepared the annual accounts on a going
concern basis.
v) proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively; and
vi) that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
7. DECLARATION BY INDEPENDENT DIRECTORS
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.
8. DIRECTOR AND KEY MANAGERIAL PERSONNEL
On recommendation of the Nomination and Remuneration Committee the
Board of Directors had appointed Mr. John Silveira as Chief Finance
Officer with effect from 12th August 2014.
The Board had also appointed Miss. Pratika Shenvi Dessai as Company
Secretary Designate & Compliance Officer with effect from 12" March
2014 who has resigned with effect from 31s March 2015.
The Board has appointed Mrs. Sharon Carvalho to be a women director as
required by the Companies Act 2013 with effect from 12th August 2014.
The Board has appointed Mr. Pursram Padmanabhan as the Managing
Director of the Company on 06th February 2014 with effect from 01st
April 2014.
Mr Pursram Padmanabhan, Managing Director, Mr. John Silveira, Chief
Financial Officer and Ms. Pratika Dessai, Company Secretary have been
designated as Key Managerial Personnel in accordance with provisions of
Section 203 (1) of the Companies Act, 2013.
Mr Kavas Patel by notice in writing addressed to the Board had
expressed his desire to resign from the Board for personal reasons with
effect from 04th February 2015. It is proposed that the vacancy so
created on the Board of Directors of the Company, be not filled.
The Board places on record its deep appreciation of the valuable
service rendered by Mr Kavas Patel during his tenure as a Director of
the Company.
9. EXTRACT OF ANNUAL RETURN AS PER SECTION 92 (3)
As provided under section 92(3) of the Act, extract of the Annual
Return in form MGT 9 is annexed herewith which forms part of the
report.- Annexure MI.
10. MEETINGS
During the year 5 Board Meetings and 4 Audit Committee Meetings were
convened and held. The details of the same are given in the Corporate
Governance Report. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013.
11. AUDIT COMMITTEE
The details of the composition of the Audit Committee are given in the
Corporate Governance Report. During the year all the recommendations of
the Audit Committee were accepted by the Board.
12. AUDITORS:
1. Statutory Auditors
M/s V. C. Shah & Co, Chartered Accountants (Registration Number:
109818W-10360), were appointed as Auditors of the Company to hold office
till the conclusion of the 32nd Annual General Meeting. As required
under the provisions of Section 139 & 141 of the Companies Act, 2013,
the Company has received written consent from M/s V C Shah & Co.,
Chartered Accountants, proposed to be re-appointed as Auditors for one
year i.e. upto conclusion of the 33rd Annual General Meeting of the
Company, to the effect that their re-appointment if made, would be made
in conformity with the limits specified in the said Section and they are
not disqualified to be appointed as Auditors of the Company.
The Board has recommended to the Shareholders re-appointment of M/s V C
Shah & Co., Chartered Accountants, as Auditors to hold office from the
ensuing Annual General Meeting till the conclusion of the next Annual
General Meeting and to fix their remuneration.
The Auditor's Report of the statutory Auditor does not contain
qualification or adverse remark. The Emphasis of Matter in the
Auditor's Report has been explained in Note No.22 to the Annual
Accounts in the Annual Report.
2. Secretarial Auditor
Pursuant to Section 204 of the Companies Act 2013, and The Companies (
Appointment and Remuneration of Managerial Personnel) Rules 2014 , the
Company has appointed Mr. Bharat- Kumar Pomai (C.P No 12488/ Membership
No.33397), a Practising Company Secretary to undertake the Secretarial
Audit of the Company. The Secretarial Audit Report is annexed herewith
to the Annual Report - Annexure IV.
The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
3. Cost Auditor
The Company is not required to maintain cost records as per the
Companies (Cost Records and Audit) Amendment Rules, 2014.
13. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company does not fulfill the criteria for undertaking CSR activity
under Section 135, of the Companies Act, 2013 (herein after referred as
'the Act') and the Companies (Corporate Social Responsibility Policy)
Rules, 2014.
14. 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 requirement of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.Internal Complaints
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. This policy is
gender neutral. There were no complaints received during the financial
year.
15. RISK MANAGEMENT
The Company business is exposed to many internal and external risks and
it has consequently put in place a robust risk management framework to
identify and evaluate business risks and opportunities.
The risk management process consists of risk identification, risk
assessment and risk mitigation. The Board periodically reviews the
risk management plan for the Company including identification of
elements of risks if any which in the opinion of the Board may affect
the operations of the Company.
16. 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 details of Remuneration
Policy is stated in the Corporate Governance report.
17. INTERNAL FINANCIAL CONTROL
The Company has an Internal Finance Control System, commensurate with
the size, scale and complexity of its operations. The Audit Committee
of the Board periodically reviews the internal control system with the
Management, Internal Auditor and Statutory Auditor and the adequacy of
internal audit functions significant internal audit findings and follow
up thereon.
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Section 134 (3)(M) of the Companies Act , 2013 read with rule 8(3) of
the Companies (Accounts) Rules, 2014 is forming part of the Director's
Report for the year ended 31st March, 2015.
A. Conservation of Energy :
Energy conservation is a continuous programme and the Company has laid
emphasis on creating awareness amongst employees for optimizing
operations and improving efficiency of machinery and equipment. Steps
taken for energy conversion were - heat reflective paint, adoption of
efficiency light fittings, adoption of efficiency pumps and motors and
LED lamps for common areas. The measures taken by the Company have
resulted in saving in energy consumption.
B. Technology Absorption :
1. Expenditure incurred on Research & Development - Nil
2. Imported technology during last 3 years - None
C. Foreign Exchange Earnings and Outgo : Nil
19. PUBLIC DEPOSITS
During the financial year 2014-15, your Company had not accepted any
deposit within the meaning of Sections 73 and 74 of the Companies Act
2013 read together with the Companies (Acceptance and Deposits) Rules,
2014.
Unclaimed fixed deposit amounting to Rs. 3.45 lacs has been paid by
your Company by transferring the amount to Investor Education and
Protection Fund (IEPF).
20. PARTICULARS OF LOANS / ADVANCES / INVESTMENTS OUTSTANDING DURING
THE FINANCIAL YEAR
Company does not have any loans / advances / investments outstanding
during the year and hence provisions of Section 186 of the Companies
Act is not applicable.
21. EMPLOYEE REMUNERATION
The ratio of remuneration of each Director to the median employees
remuneration and other details in terms of Section 197 (12) of the
Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules 2014 are forming part
of this Report - Annexure V. Particulars of the employees as required
under Section 197 (12) of the Companies Act, 2013, read with Rule 5 (2)
of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules 2014 are not applicable as the Company did not have any employee
drawing remuneration in excess of the sums prescribed
22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
The Company has received a notice of demand from Commercial tax
Department of Government of Karnataka of Rs. 191.24 Lacs including
interest of Rs. 121.36 Lacs on reversal of decision of the Karnataka
High Court by the Supreme Court of India on applicability of commercial
tax on photographic development activity by photo processing labs. The
Company has not made any provisions for the same as it has approached
through the Karnataka Photographic Association by representing before
the Authorities for relief.
23. EMPLOYEE STOCK OPTION SCHEME
The Company has no Employee Stock Option Scheme.
24. AWARDS & RECOGNITION
Company has not received any awards and recognitions.
25. ACKNOWLEDGEMENT
Your Directors place on record their appreciation for the continuing
support and co-operation from the customers, vendors, dealers,
distributors, bankers, shareholders, Goa Industrial Development
Corporation, State Industries Electricity and other Government
departments.
The Directors also take this opportunity to thank the employees for
their dedicated service throughout the year.
For and on behalf of the Board
Sadashiv V Shet
(Chairman)
Place: Mapusa
Date: 07/05/2015
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