| Dear Members,
The Directors have pleasure in presenting the Twenty Third Annual
Report together with the Audited Financial Statements for the year
ended on March 31, 2015
FINANCIAL RESULTS: (Rs. in lakhs)
2014-20151 2013-2014
Sales 11051.58 6948.64
PROFIT 300.01 84.12
Less:
Depreciation 88.52 52.49
Interest 203.99 139.05
PROFIT/ LOSS BEFORE TAX 7.50 (107.42)
Less: Provision for Taxation
Current Tax 2.00 -
Deferred Tax (11.56) (1.02)
Income tax for the earlier Year (4.44) -
PROFIT/LOSS AFTER TAX 21.50 (108.44)
Surplus brought forward from Previous Year - -
PROFIT/LOSS AVAILABLE FOR APPROPRIATION 21.50 (108.44)
(With a view to conserve the resources,
there was no
transfer of profits made to General Reserve.)
OPERATIONS:
During the year under review, net sales turnover was Rs. 10,916.75
lakhs as against Rs.6,896.59 lakhs during the corresponding previous
year. Profit after tax was Rs. 21.50 lakhs as against Loss of Rs.108.44
lakhs for the previous year.
OUTLOOK:
One of the Company's business activity is dealership of heavy and light
commercial vehicles manufactured by Mahindra & Mahindra Ltd., which is
coming out with new products with larger capacity soon. The Central and
State Governments are giving lot of impetus to Infrastructure Sector,
which is expected to increase demand for Commercial Vehicles. In view
of this the company is hopeful to improve its performance further
during Current year.
DIVIDEND
To conserve the resources of the company, the Board of Directors do not
recommend any dividend for the financial year 2014-2015.
MATERIAL CHANGES & COMMITMENTS:
There have been no material changes and commitments, affecting the
financial position of the Company, which have occurred between the end
of the financial year and date of the report.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
5 (Five) meetings of the Board of Directors were held during the year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Shri.Bharat Bhushan Gupta (DIN 00066600), Director of the Company,
retires at the ensuing Annual General Meeting and being eligible offers
himself for re-appointment.
Pursuant to the provisions of Section 149 of the Act, which came into
effect from April 1, 2014, Shri.Prabhjot Singh Chandok (DIN
00303212),Shri.A. M. Arondekar (DIN 00025527), Shri. Sanjeev Chirania
(DIN 01253698) and Shri. C. J. Kotcher (DIN 02927952),were appointed
as Independent Directors at the Annual General Meeting of the Company
held on September 6, 2014.
With a view to strengthen the Board and also to meet the regulatory
requirements, Ms.Priya Makhija (DIN 07109712) was appointed as an
Additional/ Independent Director of the Company with effect from March
10, 2015.
The necessary resolution for seeking approval of shareholders for the
appointment of Mrs. Priya Makhija as an Additional/ Independent Director
with effect from March 10, 2015 has been incorporated in the notice of
the forthcoming Annual General Meeting of the Company. The Company has
received notice under Section 160 of the Act along with the requisite
deposit proposing her appointment.
Pursuant to the provisions of Section 203 of the Act, which came into
effect from April 1, 2014, the appointments of Managing Director and
Company Secretary as key managerial personnel of the Company was
formalised. During the year Company also appointed Shri. Jaidev Gupta,
(DIN : 00066999) Executive Director as the Chief Financial Officer of
the Company under the provisions of Section 203 of the Act.
Shri. Sanjeev Chirania (DIN 01253698), Independent Director of the
Company, resigned with effect from May 05, 2015.The Board places on
record their sincere appreciation for the valuable services rendered by
him during his tenure as Director of the Company.
DECLARATION FROM INDEPENDENT DIRECTORS
Shri A.M Arondekar (DIN 00025527), Shri. Prabhjot Singh Chandok (DIN
00303212), Shri. C J Kotcher (DIN 02927952), and Ms. Priya Makhija (DIN
07109712) who are independent directors, have submitted a declaration
that each of them meets the criteria of independence as provided in sub
Section (6) of Section 149 of the Act and there has been no change in
the circumstances which may affect their status as independent director
during the year. In the opinion of the Board, the independent directors
possess appropriate balance of skills, experience and knowledge, as
required.
AUDIT COMMITTEE OF BOARD OF DIRECTORS
The Audit committee of the Board of directors of the Company consists
of the following members:
1. Shri. A M Arondekar
2. Shri. P S Chandok
3. Ms. Priya M. Makhija
4. Shri. Sanjiv Chirania (up to 05.05.2015)
VIGIL MECHANISM
The Company has formulated and published a Whistle Blower Policy to
provide a mechanism ("Vigil Mechanism") for employees including
directors of the Company to report genuine concerns. The provisions of
this policy are in line with the provisions of the Section 177 (9) of
the Act.
The Company is committed to adhere to the highest standards of ethical,
moral and legal conduct of business operations. To maintain these
standards, the Company encourages its employees who have concerns about
suspected misconduct to come forward and express these concerns without
fear of punishment or unfair treatment. A Vigil (Whistle Blower)
mechanism provides a channel to the employees and Directors to report
to the management concerns about unethical behavior, actual or
suspected fraud or violation of the Codes of conduct or policy. The
mechanism provides for adequate safeguards against victimization of
employees and Directors to avail of the mechanism and also provide for
direct access to the Managing Director/ Chairman of the Audit Committee
in exceptional cases.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND CRITERIA FOR
INDEPENDENT DIRECTORS
The Remuneration Policy for directors and senior management and the
Criteria for selection of candidates for appointment as directors,
independent directors, senior management as adopted by the Board of
Directors are placed on the website of the Company and are annexed as
"Annexure I & II" to this report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed and there are no material
departures;
(ii) they have 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 of the
Company for that period;
(iii) they have 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) they have prepared the annual accounts on a going concern basis;
(v) they have laid down internal financial controls to be followed by
the Company and such internal financial controls are adequate and
operating effectively;
(vi) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has proper and adequate system of internal financial
controls commensurate with its nature and size of business and meets
the following objectives:
* Providing assurance regarding the effectiveness and efficiency of
operations
* Efficient use and safeguarding of resources
* Compliance with policies, procedures and applicable laws and
regulations and,
* Transactions being accurately reported and recorded timely
The Company has budgetary control system to monitor expenditures and
operations against budgets on an on-going basis. The internal auditor
also regularly reviews the adequacy of internal financial control
system.
DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES
The Company does not have any subsidiary/ joint ventures/ associates.
EXTRACT OF ANNUAL RETURN
As provided under sub Section (3) of Section 92 of the Act, the extract
of annual return is enclosed, which forms part of the directors' report
as "Annexure III".
AUDITORS
M/s. D K Roongta & Co, Chartered Accountants, the Auditors of the
company who would retire at the ensuing Annual General Meeting offer
themselves for reappointment. M/s. D K Roongta & Co, Chartered
Accountants (Firm reg. No. 108871W), the existing auditors have
furnished a certificate, confirming that if re-appointed for the
financial year 2015-2016 their reappointment will be in accordance with
Section 139 read with section 141 of the Companies Act, 2013.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 and other applicable
provisions, if any, of the Companies Act, 2013, M/s. Parikh Parekh &
Associates, Practicing Company Secretaries were appointed as the
Secretarial Auditor for auditing the secretarial records of the Company
for the financial year 2014-2015.
The Secretarial Auditors' Report is annexed as Annexure IV.
AUDITOR'S REPORT AND SECRETARIAL AUDITOR'S REPORT
The auditors' report does not contain any qualifications, reservations
or adverse remarks in their report.
As regard the observation made by the Secretarial Auditor in their
Report, your directors have to state that the company has made
necessary compliances in respect of the same.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The details of conservation of energy, technology absorption, foreign
exchange earnings and outgo are as follows:
A) CONSERVATION OF ENERGY:
During the year, the Company continued to make efforts to prevent
wasteful electrical consumption.
(B) TECHNOLOGY ABSORPTION:
The Company does not need any technology for its existing business.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company did not have any Foreign Exchange earnings and outgo of
foreign exchange during the year under review.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are annexed as "AnnexureV".
DEPOSITS
The Company has not accepted any deposits from public .
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL
AUTHORITY
There are no significant or material orders passed by any regulator or
court that would impact the going concern status of the Company and its
future operation.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
As on March 31, 2015, the details of Loans given, investments made and
guarantees and securities made as per section 186 of the Act are as
under:
Loans : NIL
Investments: Rs. 93,32,629/-
Guarantees/ securities: NIL
RISK MANAGEMENT POLICY
The Board of Directors of the Company has framed a risk management
policy and is responsible for reviewing the risk management plan and
ensuring its effectiveness. The audit committee has additional
oversight in the area of financial risks and controls. Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis.
RELATED PARTY TRANSACTIONS
Particulars of transactions with related parties pursuant to Section
134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts)
Rules, 2014 are given in Form AOC-2 and the same forms part of this
report as "Annexure VI".
EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
An annual evaluation of the Board's own performance, Board committees
and individual directors was carried out pursuant to the provisions of
the Act in the following manner:
Sr. Performance Performance evaluation Criteria
No. evaluation of performed by
1 Each Individual Nomination and Attendance, Contribution
director Remuneration Committee to the Board and
committee meetings like
preparedness on the
issues to be discussed,
meaningful and provided,
constructive contribution
and guidance key
performance aspects in
case of executive
directors etc.
2 Independent Entire Board of Attendance, Contribution to
directors; Directors the Board and committee
excluding the meetings like preparedness
director who on the issues to be
is being discussed, meaningful and
evaluated constructive contribution,
and guidance provided etc.
3 Board, its All directors Board composition and
committees structure; effectiveness
and individual of Board processes,
directors information and
functioning, performance of
specific duties and
obligations, timely flow of
information etc. The
assessment of committees
based on the terms of
reference of the committees
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy on prevention, prohibition and Redressal of sexual
harassment at workplace in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules framed there under. During the
financial year 2014-15, the Company has received nil complaints on
sexual harassment.
LISTING WITH STOCK EXCHANGE:
The Company confirms that it has paid the Annual Listing Fees for the
year 2015-2016 to BSE where the Company's Shares are listed.
CORPORATE GOVERNANCE:
In terms of the Securities and Exchange Board of India ("SEBI")
circular no. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014 the
compliance of provisions of the revised Clause 49 of the Listing
Agreement are not mandatory to the Company for the time being.
ACKNOWLEDGEMENT
The directors thank the Company's employees, customers, vendors,
bankers and investors for their continuous support.
The directors also thank the, Government of India, the Governments of
various States in India and concerned Government departments/agencies
for their co-operation.
On behalf of the Board of Directors
Bharat Bhushan Gupta
Mumbai Chairman
12th August, 2015 DIN: 00066600
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