| Dear Members,
The Directors have pleasure in submitting their Twenty Seventh Annual
Report of the Company together with the Audited Statements of Accounts
for the year ended 31st March2015.
1. FINANCIAL RESULTS
The Company's financial performance for the year under review along
with previous year's figures are given hereunder:
Particulars FYE March FYE March
31,2015 31,2014
Net Sales /Income from Business Operations - -
Other Income 22.67 23.23
Total Income 22.67 23.23
Less Interest 2.47 62.52
Profit before Depreciation (116.84) (184.90)
Less Depreciation 20.37 45.11
Profit after depreciation and Interest (137.21) (230.01)
Less Current Income Tax - -
Less Previous year adjustment of Income - -
Tax
Less Deferred Tax - -
Net Profit after Tax (137.21) (230.01)
Dividend (including Interim if any and - -
final)
Net Profit after dividend and Tax (137.21) (230.01)
Amount transferred to General Reserve - -
Balance carried to Balance Sheet (137.21) (230.01)
Earnings per share (Basic) (0.82) (1.41)
Earnings per Share(Diluted) (0.82) (1.41)
2. DIVIDEND
No Dividend was declared for the current financial year due to loss
incurred by the Company.
3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION
FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not
apply as there was no dividend declared and paid last year.
4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
During the year under review, the Company did not carry out any
production activity, the factory being closed with effect from June 26,
2008.
The management continues to explore various options for restructuring
the business and finances of the Company, including the recommencement
/ relocation of its manufacturing operations. As a part of the
restructuring efforts, the Company had earlier entered into an
arrangement for the assignment of the leasehold rights of its land.
However, certain issues have affected its implementation and the
management is pursuing the matter.
The validity of the closure declared by the Company with effect from
June 26, 2008, under the relevant provisions of The Industrial Disputes
Act, 1947, has been challenged before the Industrial Court by the
employees' union and the matter is pending before the Hon'ble Court.
The Net Worth of the Company has been fully eroded and is negative as on
March 31, 2015. The management had been advised that since certain
conditions as per the Sick Industrial Companies (Special Provisions)
Act, 1985 were not being met, the Company was not eligible to a make
reference to BIFR. In the event of any change in the status, inter alia,
arising out of developments in the pending legal case, appropriate steps
will be taken in this regard.
5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL
YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which
this financial statements relate on the date of this report.
6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
7. As the company has not carried on any production or related
operational activities, the information pertaining to conservation of
energy, technology absorption, foreign exchange earnings and outgo as
required under Section 134 (3)(m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable.
The Company has neither earned nor spent any foreign exchange during
the reporting period.
8. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY
Considering the absence of production operations following closure of
its plant, the Company has not devised any risk management policy for
the time being.
9. DETAILS OF POLICY DEVELOPEDAND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013
There were no loans, guarantees or investments made by the Company
under Section 186 of the Companies Act, 2013 during the year under
review and hence the said provision is not applicable.
11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There was no contract or arrangements made with related parties as
defined under Section 188 of the Companies Act, 2013 during the year
under review..
12. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY
SECRETARY IN THEIR REPORTS
The Board has appointed Mr. Abbas Lakdawala (Practising Company
Secretary, C.P No. 4052), to conduct the Secretarial Audit for the
financial year 2014-15. The explanations /comments made by the Board
relating to the qualifications, reservations or adverse remarks made by
the Statutory Auditors and the Secretarial Auditor in their respective
reports furnished as Annexure II and III are attached to this report.
Secretarial Audit Report is given in Annexure IIIA.
13. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Company's Policy relating to appointment of Directors, payment of
Managerial remuneration, Directors' qualifications, positive
attributes, independence of Directors and other related matters as
provided under Section 178(3) of the Companies Act, 2013 is set out
below:
* General understanding of the Company's business dynamics
* Educational and professional background
* Standing in the profession;
* Personal and professional ethics, integrity and values;
* Willingness to devote sufficient time and energy in carrying out his
duties and responsibilities effectively.
* Eligibility as per applicable laws, rules and regulations and the
Listing Agreement, including criteria of independence where applicable
* Remuneration to Directors is as recommended by the Nomination and
Remuneration Committee, approved by the Board / Shareholders as
applicable and within the limits specified under the Companies' Act,
2013 and the rules made there under. Due consideration is also given to
the existing size and complexity of the Company's operations and its
financial situation.
14. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and Administration)
Rules, 2014 is furnished in Annexure IV attached to this Report.
15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had 5 Board meetings during the financial year under
review.
16. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submits its responsibility Statement-
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(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 and
loss of the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts 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.
Internal financial control means the policies and procedures adopted by
the Company for ensuring the orderly and efficient conduct of its
business including adherence to Company's policies, the safeguarding of
its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records and the timely
preparation of reliable financial information;
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate
Company.
18. DEPOSITS
The Company has neither accepted nor renewed any deposits during the
year under review.
19. DIRECTORS
Shri R. P. Ganti (DIN: 01877314) retires at this Annual General Meeting
and being eligible offers himself for re-appointment.
20. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(6)
of the Companies Act, 2013 so as to qualify themselves to be appointed
as Independent Directors under the provisions of the Companies Act,
2013 and the relevant rules.
21. STATUTORY AUDITORS
M/s Lodha & Co, Chartered Accountants, were appointed as Statutory
Auditors for a period of one year in the Annual General Meeting held on
September 25, 2014 (adjourned date) and will retire at the ensuing
Annual General Meeting. They have expressed their willingness to
continue in office if re-appointed. The Company has received a
certificate from the above Auditors to the effect that if they are
reappointed, it would be in accordance with the provisions of Section
141 of the Companies Act, 2013. You are requested to appoint them and
authorize your Directors to fix their remuneration.
22. RISK MANAGEMENT POLICY
Members are requested to refer to paragraph '8' above.
23. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL
MECHANISM The Audit Committee consists of the following members:
a. Shri T. S. Sridhar, Independent Director - Chairman of the
Committee
b. Shri M. Ghosh, Independent Director
c. Shri R. P. Ganti, Director
d. Shri S. P. Gupta, Director
The Company has established a vigil mechanism and overseas through the
committee, the genuine concerns expressed by the employees and other
Directors. The Company has also provided adequate safeguards against
victimization of employees and Directors who express their concerns.
The Company has also provided direct access to the chairman of the
Audit Committee on reporting issues concerning the interests of co
employees and the Company.
24. SHARES
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year
under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year
under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
25. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government Authorities
for their continued support extended to your Companies activities
during the year under review. Your Directors also acknowledges
gratefully the shareholders for their support and confidence reposed on
your Company.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
R. P. Ganti M. Ghosh T. S. Sridhar
Director Director Director
Date: 30th July 2015
Place: Mumbai
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