| Dear Members,
Your Directors present the 23rd Annual Report of the Company together
with the Audited Statements of Accounts for the finacial year ended
31st March, 2015
FINANCIAL RESULTS FINANCIAL HIGHLIGHTS
The Financial results for the year ended on 31.03.2015 and 31.03.2014
are as under (RS.IN LACS)
YEARENDED YEARENDED
31.03.2015 1.03.2014
SALES 195.06 215.23
OTHER INCOME 13.57 17.11
TOTAL EXPENDITURE 199.70 194.76
GROSS PROFIT 8.93 37.58
INTEREST&BANKCHARGES 2.69 3.84
DEPRECIATION 13.19 31.63
PROFIT BEFORE EXTRAORDINARY ITEMS &TAX (6.95) 2.11
EXTRA ORDINARY ITEMS 0.15 -
PROFIT BEFORE TAX (7.10) 2.11
PROFIT AFTER TAX (11.36) 6.36
SHARE CAPITAL 590.10 590.10
RESERVES (EXCLUDING CAPITAL/
REVALUATION RESERVE) - -
REVALUATION RESERVE 12.51 23.86
EARNING PER SHARES (EPS) 0.00 0.10
DIVIDEND - -
BOARD EVALUATION
Pursuant to Section 134(3) of the Companies Act,2013 , Independent
Directors have evaluated the quality , quantity and timeliness of the
flow of information between the Management and the Board, Performance
of the Board as a whole and its Members and other required matters. The
Nomination Committee has laid down evaluation criteria for performance
evaluation of Independent Directors, which will be based on attendance
, expertise and contribution brought in by the independent Director at
the Board Meeting , which shall be taken into account at the time of
re- appointment of independent Director
MEETINGS OFTHE BOARD
The Board Met 6 times on 15,05.2014 ,09.08.2014, 12.08.2014, 14,11.2014
14.02.2015& 31.03.2015 during the year The names and categories of the
Directors on the Board, their attendance at Board Meetings during the
year and at the Last Annual General Meeting and number of companies in
which the Director is a member or its committee are as follows:
DIRECTORS
Mr. Sunil Dutt ((DIN 1514028) & .Yoginder Kumar Singla (DIN 2863548)
who retire from the Board of Directors by rotation and being eligible
for re-appointment, have offered themselves for re-appointment.
COMMITTEES OF THE BOARD
(A) AUDIT COMMITTEE
The Role and Terms of reference of the Audit Committee are in
accordance with the requirements of the Companies Act, 2013 and Clause
49 of the Listing Agreement with the Stock Exchange(s). The Audit
Committee periodically reviews the Financial reports & Statements,
adequacy of the internal control systems and reporting from Unit Heads.
(B) NOMINATION & REMUNERATION COMMITTEE
Matters of remuneration of Executive Directors are considered by the
Board of Directors of the Company, with the interested Executive
Director not participating or voting. The terms of remuneration are to
be approved by the shareholders at the General Body Meeting.
(C) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)
In terms of requirements of the Section 135 of the Companies Act,2013
and rule issued there under ,The Board of Directors of your Company has
constituted a CSR Committee comprising of Mr. Sunil Dutt, Chairman, Mr.
Anil Dutt, Managing Director and Mr. Anil Giri, as member of the
committee. This Committee is responsible for formulation and monitoring
the CSR policy of the Company.
(D) SEXUAL HARASSMENT AND COMMITTEE
In terms of requirements of the Section 134 ofthe Companies Act, 2013
and rule issued there under, the Board of Directors of your Company has
constituted an Internal Complaints Committee (ICC) on sexual
Harassment, commonly to be known as Sexual Harassment Committee,
comprising of Ms. Aknaksha Dutt, Chairperson, Mr. Anil Dutt, Managing
Director and Mr. Y KSingla, Independent Director, as members ofthe
committee. This Committee is responsible for formulation policy and
monitoring the cases of sexual nature happening in the company, if any.
AUDITORS & AUDITOR'S REPORT
The Auditors of the Company M/s Bahl & Batra Chartered Accountants,
(Firm Registration No-018250N) retire at the conclusion of the ensuing
23rd Annual General Meeting and have confirmed their eligibility &
willingness to accept office, if re-appointed . Your Board recommends
their re-appointment as statuary auditors of the Company from the
conclusion of 23rd Annual General Meeting to the conclusion of the 24th
Annual General Meeting.
SECRETARIAL AUDIT
Pursuant to the Section 204 of the Companies Act,2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the
Company has appointed Shri M.AIJAZ (AIJAZ & Associates), a Practicing
Company Secretary to undertake the Secretarial Audit of the Company.
The Secretarial audit report submitted by the Secretarial Auditors for
the year ended 31st March , 2015 is attached in Annexure -I
The numberwise comments of management ofthe company on the secretarial
audit report:
1 The Company has appointed its CFO.
2 Day was not given due to clerical mistake.
3 This year it has been given.
4 Internal Auditor has been appointed now.
5. Being first year for CSR the company could not identify and
quantify the project and mode of expense of CSR funds. In the current
financial year, the company will spend this amount also.
6. The management has addressed now all points at appropriate places.
DIRECTOR'S RESPONSIBILTY STATEMENT
As Required under section 134 of the Companies Act, 2013, the Directors
hereby confirm that:
1. That in the preparation of annual accounts for the financial year
ended 31st March 2015 the applicable Accounting Standards had been
followed along with proper explanation relating to material departures.
2. That they 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 at the end of the financial year and of the profit /loss
for the year under consideration.
3. That they 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.
4. That they have prepared the annual accounts of the Company for the
financial year ended 31st March,2015on a going concern basis.
RELATED PARTY TRANSACTION
The transaction with related party entered into by the Company are
periodically placed before the audit committee for its approval .No
transaction with the related party is material in nature , in
accordance with Company's RELATED Party Transaction Policy in
accordance with Accounting Standard -18 ( Related Party Disclosures )
the details of transaction with related parties are set out in Note
No-B of 7 of disclosures forming part of Financial Statements.
SAFETY AND ENVIRONMENT
The company continues to maintain a good safety record. The
manufacturing unit of the company is environment friendly and maintains
all safety standards.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
No employee of the Company drawing remuneration in excess of the set
limits in terms of the provisions of Section 197(12) of the Act read
with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and no commission is being drawn
by the Managing Director and Whole Time Director as well as the other
directors from the Company.
PUBLIC DEPOSIT
During the year under review, the Company has not accepted nor renewed
any deposits from public.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
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 furnished in Annexure II & III,
and is attached to this report.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
POLICY OF THECOMPANY
The Company does not have any Risk Management Policy as the elements of
risk threatening the Company's existence are very minimal.
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES
The provisions of Section 178(1) relating to constitution of Nomination
and Remuneration Committee are not applicable to the Company and hence
the Company has not devised any 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 furnished in Annexure V attached to this Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013
There was 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.
ADITIONAL INFORMATION
A Report on Corporate Governance and Management Discussion and Analysis
under clause-49 of the Listing Agreement is attached.
ANNUALRETURN
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 and is attached to this Report.
ACKNOWLEDGEMENT
The Directors wish to thank and deeply acknowledge the co-operation,
assistance and support extended by the creditors, investors, Government
Authorities, Banks and the Management Team and look forward to their
continued support in the future . The Directors also wish to place on
record their appreciation for the all round Co-operation and
contribution made by the employees at all Levels.
For & On behalf of the Board of Directors
Place : New Delhi Sunil Dutt
Date : 06th October, 2015 (Chairman)
| 