| Dear Members,
The Directors present the Twenty-Ninth Annual Report together with the
Audited Accounts for the year ended 31st March, 2015.
FINANCIAL RESULTS
(Rs in crore)
Particulars For the year 6 Months
Ended 31st Period
March, 2015 Ended 31st
March, 2014
Total Income 6.38 5.35
Profit before Interest and (4.50) 0.01
Depreciation
Less: Finance Charges (Net) 0.30 253.39
Depreciation 7.48 2.95
Profit before Tax (12.28) (256.33)
Provision for Tax - 1.33
Profit after Tax (12.28) (257.66)
Add : Balance in Statement of
Profit and Loss
Brought Forward (335.43) (77.76)
Profit Available for Appropriation (347.71) (335.43)
Proposed Dividend
Corporate Tax on Proposed
Dividend
Short fall of Depreciation as per 0.55
Companies Act
Transfer to General Reserve -
Foreign Exchange/Metal Price - -
Fluctuation
Balance Carried Forward (348.26) (335.43)
Total (348.26) (335.43)
OPERATIONAL REVIEW
The total income of the Company during the current year was ' 638 lacs
as against ' 535 lacs in the previous period (6 months). The Company
continued to incur loss mainly due to higher depreciation as a result of
new Company law provisions and legal expenses incurred
During the preceding two years the Company witnessed unprecedented turn
of events. The failure of overseas customers, from the UAE, in making
payments for Company's exports resulted in the Company defaulting in
meeting its obligations. This had resulted in the Company defaulting in
meeting its obligations. The bankers appointed independent audit firms
for forensic and investigative audit for which the Company offered
explanations.
The Company sent notices to the defaulting overseas customers in October
2013. As no positive actions were received from the defaulting overseas
customers the Company initiated legal proceedings before the
Conciliation Committee of Sharjah Federal Court, the step preceding to
filing of commercial cases before the Sharjah Court in May 2014. The
Reports of the Accounting Experts/
Banking Experts appointed by the Sharjah Federal Court of First
Instance, First Plenary Commercial Department and the Sharjah Federal
Court of First Instance, Second Plenary Commercial Department in various
suits filed by the Company against 13 UAE companies that had defaulted
in payment of dues amounting to USD 1.2 billion. These reports have been
made available on the Company's website i.e. www.winsomeiewellerv.com
and the summary of these reports have been made available on the website
of the Bombay Stock Exchange i.e. www.bseindia.com.
The Sharjah Federal Court has passed orders in respect of the
legal proceedings instituted against the UAE based defaulting
customers in the following 2 out of the 13 cases :
Winsome & Al-Subhi - case no(3511/2014)
Winsome & Al-Ihsan- case no(3431/2014)
Orders of the Sharjah Court on the remaining 11 legal cases are
awaited.
DIVIDEND
The Board of Directors do not recommend any dividend for the
period under consideration due to loss incurred by the Company.
SHARE CAPITAL
The Paid up Equity Capital of the Company as at March 31, 2015
was ' 106.47 crores comprising of 10,66,07,894 shares of ' 10
each. The Company has not issued any shares during the year.
FINANCE
The cash and cash equivalent as at March 31, 2015 stood at
' 16.29 crores. The Company's working capital facilities have been
withheld by the consortium due to non-payment of dues of the
banks, as its overseas customers failed to make payment towards
exports made by the Company during the year 2012-13.
NOTICES FROM BANKS
The Company, which received notice from Standard Chartered
Bank, under the SARFAESI Act, has denied all the allegations
made therein. Some of the banks, in the consortium, have sent
notices to the promoter/ guarantor and also to the companies who
have provided corporate guarantees.
The banks had lodged complaints with the Central Bureau of
Investigation (CBI) and Enforcement Directorate (ED) to carry out
investigations against the Company and its management. The
management and the directors have fully cooperated with the
agencies during their investigations and have submitted all the
information available with them.
LEGAL SUIT
The Company has initiated legal proceedings against its defaulting
overseas customers in Sharjah Federal Court to recover its
outstanding dues. The case is under progress and the experts
appointed by the UAE Court have sought explanations from the
defaulting overseas customers. The court, in its order, has directed
two of the defaulting customers to pay the outstanding amounts
to the Company with interest. The decision against the remaining
eleven overseas customers is yet to be decided/ confirmed by the
Sharjah Court. Your Company is hopeful of an early favourable
outcome from the proceedings.
FIXED DEPOSITS
The Company has not accepted any deposit, within the meaning of Section
73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014 made thereunder.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loans or guarantees covered under the
provision of section 186 of the Companies Act, 2013.
The details of investments made by the Company is given in the notes to
financial statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has no formal internal control system in place after the
devolvement. All the locations have stopped its activities as at March
31, 2015. The Company, however, has in house internal controls for
administrative and statutory outgoings commensurate with its size and
volume.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has formed a CSR committee. In light of continuing losses
in the preceding two years and with no activities the Company has not
made any contribution towards the same. The Company is committed to
give its due contribution as soon as the situation improves.
CONSERVATION OF ENERGY
The particulars regarding conservation of energy are not applicable to
the Company as the Company has stopped all its manufacturing
activities.
TECHNOLOGY ABSORPTION
In the absence of any production activity there is no need for any
technology absorption.
FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review there was no foreign exchange earnings or
outflow.
INDUSTRIAL RELATIONS
There are no activities in any of the units of the Company. However, in
Goa Unit of the Company which was in operation till December, 2014, the
relations with the workmen were cordial.
DIRECTORS
Mr. Harshad Udani (DIN: 07014853) was appointed as an Additional
Director of the Company with effect from 13th January, 2015 under
Section 161 of the Companies Act, 2013 and holds office upto the date
of ensuing Annual General Meeting.
In compliance with the provisions of section 203 of the Companies Act,
2013, Mr. Harshad Udani was appointed as Whole Time Director of the
Company w.e.f 23rd March, 2015 subject to the requisite approvals of
shareholders, banks and Central Govt.
Ms. Ami Kothari ( DIN: 07104331) was appointed as an Additional
Director of the Company w.e.f 23rd March 2015 fulfilling the
requirement for the appointment of a Women Director as per requirements
of Companies Act, 2013.
Mr. Jaikumar Kapoor (DIN: 00337011) resigned from the Company due to
ill-health w.e.f 02nd January, 2015. The Board wishes to place on record
its appreciation of the contribution of Mr. Kapoor during his tenure as
director.
Declaration by Independent Director
The Company has received necessary declarations from each independent
Director under section 149(7) of the Companies Act, 2013 that he/she
meets the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
Board Evaluation
The Companies Act, 2013 and Clause 49 of the Listing Agreement mandates
that formal annual evaluation needs to be made by the Board of its own
performance and that of its committees and individual Directors.
Schedule IV of the Companies Act, 2013 states that performance
evaluation of independent Directors shall be done by the entire Board,
excluding the Director being evaluated. A separate meeting of the
Independent Directors (Annual ID meeting) was convened which reviewed
the performance of the Board (as a whole) and the non-independent
Directors without the presence of any member of the management.
Some of the key criteria for the performance evaluation are as follows:
Performance evaluation of Directors :
* Attendance at Board or Committee meetings
* Contribution at the Board and committee meetings
* Guidance/support to management outside Board /committee meetings.
Performance evaluation of Board and Committees:
* Degree of fulfillment of key responsibilities
* Board structure and composition
* Establishment and delineation of responsibilities to committees
* Quality of relationship between Board and Management
* Effectiveness of Board processes, information and functioning.
Policy on Directors appointment and remuneration
The current policy is to have an appropriate mix of executive and
independent Directors to maintain the independence of the Board, and
separate its functions of governance and management. The Board
periodically evaluates the need for change in its composition and size.
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 policy of the Company on Director's appointment and remuneration,
including criteria for determining qualification, positive attributes,
independence of a Director and other matters provided under section
178(3) of the Companies Act, 2013, adopted by the Board is appended to
Corporate Governance Report affirming part of the Directors Report. We
affirm that the remuneration paid to the Directors is as per the terms
laid out in the nomination and remuneration policy of the Company.
Meetings
A calendar of meetings is prepared and circulated in advance to the
Directors.
During the year nine Board Meetings (including adjourned meetings) and
four Audit Committee Meetings (including adjourned 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.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors
state that -
* in the preparation of the Annual Accounts, the applicable accounting
standards have been followed;
* the Directors 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 loss of the
Company for the year under review;
* that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
* the Directors have prepared the Annual Accounts on a going concern
basis;
* The directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively.
* The directors had devised proper system to ensure compliance with the
provisions of all applicable laws and that such system were adequate
and operating effectively
RELATED PARTY TRANSACTIONS
All related party transactions, if any, that were entered into during
the financial year were on an arm's 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 Management Personnel or other designated persons which
may have a potentially conflict with the interest of the Company at
large.
SUBSIDIARY COMPANIES
The Company does not have any subsidiary during the year under review.
CODE OF CONDUCT
The Board has approved code of conduct in place which is applicable to
all the members of the Board and its employees in the course of day to
day operations of the Company.
All the Board Members and Senior Management personnel have confirmed
compliance with the Code.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has vigil mechanism / whistle blower policy in place to
deal with instances of fraud or mismanagement, if any.
A whistle blower may report any violation or any instances of fraud or
mismanagement to the Chairman of the Audit Committee. The policy
ensures that strict confidentiality is maintained whilst dealing with
concerns also that no discrimination will be meted out to any person
for a genuinely raised concern.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code required
pre-clearance for dealing the Company's shares and prohibits the
purchase or sale of Company's shares by the Directors and designated
employees while in possession of unpublished sensitive information in
relation to the Company and during the period when the Trading Window
is closed. The Board is responsible for the implementation of the Code.
All Board Directors and designated employees have complied with the
Code.
AUDITOR'S REPORT
The qualifications in the Auditors Report (In Italics) are followed by
appropriate Board's reply and explanations (in bold) as under:
1. Basis for Qualified Opinion
A. In accordance with Accounting Standard -11 (Standard on The Effects
of Changes in Foreign Exchange Rates), the Company is required to
report the monetary items using the closing rate. Accordingly the
Company is required to value the monetary assets and liabilities viz
foreign currency trade receivables, trade payables and foreign currency
loanat the foreign exchange rate prevailing as on the date of the
balance sheet. The Company has not carried out such valuations as at
the year end. Accordingly the exchange loss for the year is overstated
thereby resulting inthe total loss for the year being over
stated/profit understated by Rs. 214,54,39,618(net). Trade receivables
are understated by Rs. 723,73,84,562, trade payables are understated by
Rs. 796,76,830as on the balance sheet date and foreign currency loan is
understated by Rs.74,67,778(Refer Note No. 7, 8 (A5), 14(b),19(c) and
23(b)).
Export Receivables and Overseas Trade Payables had been restated based
on exchange rate as at 31.03.2013. In view of persistent defaults by
overseas customers in clearing outstanding dues, the same have been
carried forward at the same rate (based on exchange rate as at
31.03.2013) as it is deemed expedient not to take cognizance of
depreciation in rupee vis-a-vis US dollar on notional basis when
outstanding amounts are expected to be realized over an uncertain period
of time. Since the Company does not have any other cashflows to arrange
for remittances to overseas trade creditors and expects to defray these
liabilities out of realisation of export receivables, the same also have
not been restated based on exchange rate as at the date of balance sheet
but have been carried forward based on exchange rate as at 31.03.2013.
Had it been restated on the basis of exchange rate as at 31.03.2015, the
amount payable would have been higher by Rs. 74,67,778/-.
B. The Company has made long term investments in Forever Precious
Diamonds and Jewellery Ltd. (Forever) amounting to Rs. 141,17,10,802,
thereby resulting in it holding a 49 % stake in the equity of that
Company. The said investments continue to be valued at cost. As stated
in Note No. 12 A 1 & 2, in the view of the management, provision for
diminution in value of investments as per the requirements of
Accounting Standard -13 (Accounting for Investments) is not considered
necessary and hence not made. We have been provided with the financial
statements of Forever for the year ended 31st March 2014. We have
observed that there are no significant business operations in Forever.
Further the auditors of Forever have qualified the financial statements
and termed the Company as a non-going concern. In view of the above the
Company should have provided the diminution in value of investments
amounting to Rs. 141,17,10,801. Accordingly the loss for the year have
been understated and investments overstated by Rs. 141,17,10,801.
Forever Precious Jewellery and Diamonds Limited has also initiated
legal action against its defaulting overseas customers and is hopeful
of recovering its dues and therefore no diminution in the value of
investments is considered. As informed by the management of Forever
Precious Jewellery and Diamonds Limited, the Sharjah Federal Court has
directed four out of thirteen overseas defaulters to pay to the
Company, its outstanding dues with interest. The Company is hopeful of
getting a favourable decision in the case of remaining overseas
defaulters.
c. Due to the defaults of the Company to the banks, the Company's
accounts have been classified as NPAs by the banks. Most of the banks
have not charged interest on the Company's borrowings / loans, while
some banks have been charging interest at higher rates. The Company was
providing for interest at 12.5 % p.a. on all outstanding which was the
average rate of rupee export finance. During the year under review no
provisions have been made for such interest and provisions made during
the year have been reversed at year end. Accordingly Interest for the
year is understated resulting in total loss of the Company is
understated by Rs. 565,86,78,505.(Refer Note 23 (a)).
The Company has decided, not to provide interest on its outstanding /
borrowings including term loan for windmill as all accounts are
classified as NPA by the Banks. The Interest charged by some banks
during the period under review which is not considered by the Company
amounts to Rs.214,68,53,979. The Company used to provide interest in
its accounts
* 12.5 % p.a. of the outstanding amounts being the average rate for
rupee export finance. Thus interest that should have been charged to
Profit and loss for the year under review amount to Rs. 565,86,78,505.
2. Basis for Disclaimer of Opinion
A. In respect of Trade Receivables amounting to Rs. 4,743,24,55,740
the auditors have not received any confirmations of balances even after
requesting for the confirmations. The management has obtained
confirmation of balances from the respective parties only as on 31st
March, 2013 and none thereafter. There have been defaults on the
payment obligations by the debtors on the due dates. Various attempts
have been made by the management and lenders for recovery, however such
attempts have not resulted into any significant collections or getting
commitment from the parties regarding schedule of payments which are
acceptable to the management / lenders. In view of the above we are
unable to comment on the realisability of the debts and any provision
to be made for unrealisability in the carrying amounts of these
balances and the consequential impact, on the financial statements.
(Refer Note 14 and Note 16 to the financial statements)
Against the defaulting overseas customers the Company had initiated
proceedings before the Conciliation Committee of Sharjah Federal Court.
The Court appointed Accounting and Financial Experts to look into the
activities of the defaulting overseas customers. Based on the findings
of the Experts the Court has directed two of the thirteen overseas
customers to pay the outstanding amounts due to the Company alongwith
interest. Decisions against the remaining defaulting overseas customers
is expected soon and is likely to be favourable to the Company.
B. As mentioned in Note No 1 regarding preparation of accounts on a
Going Concern basis and the reasons stated therein and Note No. 27 of
the financial statements detailing the developments that have happened
in the last 2 years, the Company's operating results have been
materially affected due to various factors including non availability
of finance in view of the consortium bankers recalling the financial
facilities granted. These events cast significant doubts on the ability
of the Company to continue as a going concern since the volumes of
business have also drastically dropped in the last 2 years. The
appropriateness of the going concern assumption is dependent on the
Company's ability to raise adequate finance from alternate means and/or
recoveries from overseas debtors to meet its short term and long term
obligations as well as to establish consistent business operations.
In absence of any convincing audit evidences, no positive steps taken
by the management, non recovery of trade receivables on due date,
non-payment of liabilities including statutory dues, financial
difficulties faced by the Company due to recalling of bank finance
facilities and in view of multiple uncertainties stated above, we are
unable to determine the possible effects on the financial statements.
We are also unable to conclude on the ability of the Company to carry
on as a going concern.
Against the defaulting overseas customers the Company had initiated
proceedings before the Conciliation Committee of Sharjah Federal Court.
The Court appointed Accounting and Financial Experts to look into the
activities of the defaulting overseas customers. Based on the findings
of the Experts the Court has directed two of the thirteen overseas
customers to pay the outstanding amounts due to the Company alongwith
interest. Decisions against the remaining defaulting overseas customers
is expected soon and is likely to be favourable to the Company.
3. Disclaimer of Opinion
Because of the significance of the matters described in the Basis for
Disclaimer of Opinion paragraph, specifically relating to the multiple
uncertainties created due to factors such as non recovery of trade
receivables on due dates, non payments of liabilities including
statutory dues, financial difficulties faced by the Company due to
recalling of bank finance, we have not been able to obtain sufficient
appropriate audit evidence to provide a basis for an audit opinion.
Accordingly, we do not express an opinion on the financial statements.
Against the defaulting overseas customers the Company had initiated
proceedings before the Conciliation Committee of Sharjah Federal Court.
The Court appointed Accounting and Financial Experts to look into the
activities of the defaulting overseas customers. Based on the findings
of the Experts the Court has directed two of the thirteen overseas
customers to pay the outstanding amounts due to the Company alongwith
interest. Decisions against the remaining defaulting overseas
customers is expected soon and is likely to be favourable to the
Company.
4. Emphasis of Matter
A. As mentioned in note no. 27(ii), the Company has not appointed any
Internal Auditors for the year and accordingly no internal audits were
carried out for the year.
The Company has not appointed any internal auditor for the year under
consideration as all the activities of the Company came to standstill,
as the Company did not receive monies against its exports which
resulted in the Company defaulting in its payments to the consortium
banks. The Company is likely to appoint an internal auditor as soon as
the situation improves. The Company, however, has internal control to
check its administrative and statutory expenses.
B. As mentioned in note no. 27 (iii), the Company has not done any
valuation of stocks of Diamonds which are in the joint custody with the
bank. To that extent the increase or decrease in the value of diamond
stocks as at year end, as per AS-2 Valuation of Inventories, is not
determined.
As per point 2(a) of CARO Report
In June 2013, the banks have placed the stock of diamonds belonging to
the Head Office and the Mumbai Branch office of the Company valued at '
39,35,00,031 in the joint custody. The bank had done a test check
valuation as on 30th September, 2013 when officers of the Company were
also present, of the said stock which has been then forwarded to the
Company. During the period the stocks of Chennai & Cochin SEZ were
valued and put in the joint custody of the banks. Confirmation of the
stocks lying with the bank has been confirmed by the management on the
basis of the letter obtained from the bank as on that date. For the
period under consideration, except for the stock lying in joint custody
of the banks at HO, Cochin & Chennai where the management has not
carried out the physical verification of inventory, physical
verification of inventory at other places has been done by the
management at regular intervals.
AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT
As required under section 204 (1) of the Companies Act, 2013 the
Company has obtained a secretarial audit report. Certain observations
made in the report with regard to late filing of some forms were mainly
due to ambiguity and uncertainty of the applicability of the same for
the relevant period. However, the Company would ensure in future that
all the provisions are complied to the fullest extent.
AUDITORS
The Auditors R C Reshamwala and Co., Chartered Accountants, Mumbai,
retire at the conclusion of the ensuing Annual General Meeting and
being eligible offer themselves for re-appointment.
SECRETARIAL AUDIT
Pursuant to provisions of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Management Personnel )
Rules , 2014 the Company has appointed S G and Associates, a firm of
Company Secretaries in practice to undertake the Secretarial Audit of
the Company. The Secretarial Audit report is annexed herewith as
"ANNEXURE A".
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as "ANNEXURE B".
MEETINGS OF THE BOARD
Nine Board Meetings (including adjourned Board Meetings) were held
during the year. For further details please refer report on Corporate
Governance on page no. 23 of this annual report.
RISK MANAGEMENT
Though the Company's operations has come to a grinding halt post
devolvement of Letter of Credits issued in favour of bullion banks, the
probability of any operational risks has come to a naught. However,
pursuant to section 134 (3) of the Companies Act, 2013 & Clause 49 of
the listing agreement, the Company had constituted business risk
management committee. The details of the Committee and its terms of
reference are set out in the corporate governance report forming part
of the Board's report.
PARTICULARS OF REMUNERATION
The Information required under section 197 of the Companies Act, 2013
and the rules made there-under in respect of the employees of the
Company is as under:
(a) the ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year
Nil
(b) the percentage increase in remuneration of each Director, Chief
Executive Officer, Chief Financial Officer, Company Secretary or
Manager, if any, in the financial year;
Nil
(c) the percentage increase in the median remuneration of employees in
the financial year
Nil
(d) the number of permanent employees on the rolls of Company:
Five
(e) the explanation on the relationship between average increase in
remuneration and Company performance;
There are no increase in remuneration during the last 4 years.
(f) comparison of the remuneration of the Key Managerial Personnel
against the performance ofthe Company;
Particulars Rs In lacs
Remuneration of Key Managerial Personnel 27.22
(KMP) during the financial year 2014-15
(aggregated)
Revenue from operations 624
Remuneration (as % of revenue) 2.72
Profit before tax (PBT) (12.28)
Remuneration (as % of PBT) -
(g) variations in the market capitalisation of the Company, price
earnings ratio as at the closing date of the current financial year and
previous financial year and percentage increase over decrease in the
market quotations of the shares of the Company in comparison to the
rate at which the Company came out with the last public offer in case
of listed companies, and in case of unlisted companies, the variations
in the net worth of the Company as at the close ofthe current financial
year and previous financial year;
Not Applicable
(h) average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration.
Not Applicable
(i) Comparison of each remuneration of the Key Managerial Personnel
against the performance of the Company
Rs In lacs
Particulars Chief Financial Company
officer Secretary
Remuneration 10.22 17
Revenue 624 624
Remuneration (as % 2.72 2.72
revenue)
Profit before tax (PBT) (12.28) (12.28)
Remuneration (as % of N.A N.A
PBT)
(j) the key parameters for any variable component of remuneration
availed by the directors;
Not Applicable
(k) the ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year;
Nil
None of the employees receive remuneration in excess of the limits as
prescribed in the information required pursuant to Section 197 read
with sub rule (2) of rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company.
PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON- EXECUTIVE DIRECTORS
During the year, the Non-Executive Directors of the Company had no
pecuniary relationship or transactions with the Company.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORTS
The Company has been in compliance with the conditions of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement with the
Stock Exchanges, save and except those conditions which could not be
complied with owing to lack of proper composition of Board of
directors.
Report on Corporate Governance, Management Discussion and Analysis and
Secretarial Auditor's Certificate on compliance with the Corporate
Governance requirements have been included in this Annual Report in
separate sections.
ACKNOWLEDGEMENTS
Your Company and Board wish to thank the members of the Company and
staff for their continued patience and co-operation.
On behalf of the Board of Directors
Place: Mumbai H. Udani H. Mehta
Date: 12/08/2015 Director Director | 