| THE DIRCETORS HEREBY PRESENT THEIR FORTIETH ANNUAL REPORT TOGETHER
WITH THE AUDITED STATEMENT OF ACCOUNT FOR THE year ended March 31st
2015.
FINANCIAL RESULTS:
Particulars Year ended Year ended
31.03.2015 31.03.2014
Rupees Rupees
Loss before providing 86,57,309 10,43,81,881
for interest
Less:
Interest paid /
provided 51,18,201 51,78,214
Net Loss for the Year 1,37,75,510 10,95,60,095
Add:
Loss brought forward 1,73,35,888 6,37,90,793
from pervious year
Loss carried to the 18,71,26,398 17,33,50,888
Balance Sheet
OPERATIONS:
The company has come out of the purview of BIFR vide its Order
No.95/1998 dated 13th October 2011. However the company has not been
able to revive its activities.
The Directors expect to commence some business activity in the company
in a short span of time.
DIVIDEND:
Your Directors regret to recommend any dividend on account of the
losses incurred by the company during the Financial Year ended on 31st
March 2015.
DETAILS OF BOARD MEETINGS
During the year 4 (Four) number of Board Meetings were held details of
which are given below:
Date of the Meeting No. of Directors attended the
30/05/2014 3 (Three)
14/08/2014 3 (Three)
14/11/2014 3 (Three)
13/02/2015 3 (Three)
DIRECTORS:
During the period under review Mr. Anil Mittal and Mrs. Seema Mittal
were appointed as the Directors of the Company and Mr. Badal Mittal was
appointed as the Managing Director of the Company for a period of 5
(Five) years effective from 16th August, 2013 without any remuneration.
Further, Mr. Shankarlal Mittal, who expressed his unwillingness to be
appointed as the Director of the Company was not appointed so at the
last Annual General Meeting of the Members of the Company.
Mr. Anil Mittal retires by rotation at the ensuing Annual General
Meeting and being eligible has offered himself for reappointment. Your
Directors commend the same for your consideration.
EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 92(3) of the Companies Act, 2013
('the Act') and Rule 12(1) of the Companies (Management and
Administration) Rules, 2014, extract of Annual Return is Annexed as
Annexure 1 with this Report.
DIRECTORS RESPONSIBILITY STATEMENT :
Pursuant to the requirements under Clause (c) of sub-Section (3) of
Section 134 of the Companies Act, 2013, your Directors confirm that:
a. in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed along with proper explanation
relating to material departures;
b. 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 as at the end of the Financial Year and of the Loss of
the Company for that period;
c. the Directors have 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 have prepared the Annual Accounts on a going concern
basis;
e. the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate commensurate with the operations and size of the Company and
those were operating effectively; and
f. the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
BOARD COMMITTEES:
The Company is in the process of appointing Independent Directors.
The Company's operations are very miniscule and therefore, in the
opinion of the Board of Directors, the constitution of the Audit
Committee may not be serving its desired purpose.
However, to ensure that commensurate with the size of the operations of
the Company, it does not deviate from compliance of the Legal
Provisions for Accounting, a separate Committee is formed to monitor
the Accounting Policies with the following Directors as its Members
viz.:
The details of composition of the Committees of the Board of Directors
are as under.
a. AUDIT COMMITTEE
sr.
no Name Chairman/ Members
1. Badal Mittal Chairman and
Managing Director
2. Anil Mittal Director
VIGIL MECHANISM
Pursuant to the requirement of the Companies Act, 2013 the Company has
established Vigil Mechanism to detect fraud and other irregularities,
if any.
b. NOMINATION & REMUNERATION COMMITTEE
The Company has constituted the Nomination & Remuneration Committee as
required by the provisions of the Companies Act, 2013 comprising the
following Directors viz.:
Sr.
No. Name Chairman/ Members
1. Anil Mittal Chairman and
Director
2. Seema Mittal Director
c. STAKEHOLDERS RELATIONSHIP COMMITTEE
Sr.
No. Name Chairman/ Members
1. Seema Mittal Chairman and
Director
2. Anil Mittal Director
During the period under review, all the Committees conducted their
Meetings on 30th May, 2014, 14th August, 2014, 14th November, 2014 and
13th February, 2015.
SECRETARIAL AUDIT
Pursuant to the provision of the Section 204 of the Companies Act, 2013
and Rules made there under, Mr. Girish G. Paralikar, Practicing Company
Secretary, Pune have been appointed as the Secretarial Auditors of the
Company. The Report of the Secretarial Auditors is enclosed as Annexure
2 to this Report. The Report which is otherwise self- explanatory has a
remark about appointment of the Independent Directors and Key
Managerial Personnel (KMP) by the Company.
The Directors would like to state that the Company is in the process of
appointing Independent Directors and KMP in compliance with the
applicable provisions of Law and Listing Agreement.
PARTICUALRS OF EMPLOYEES
There was no Employee in respect of whom information is required to be
disclosed pursuant to the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as amended till date.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTGO
During the period under review the Company has not carried out any
activities towards conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo. Therefore the information under
this head may be treated as NIL.
LISTING OF SHARES
The Equity Shares of your Company continue to be listed on Bombay Stock
Exchange and your Company has paid the Annual Listing Fee for the year
2014-15. The Shares of your Company are brought under the compulsory
dematerialization and accordingly, the Company has entered into
Agreement with the National Securities Depository Limited (NSDL) and
Central Depository Services of India Limited (CDSL).
AUDITORS
At the last Annual General Meeting (AGM) held on Saturday, the 23rd day
of August, 2014, M/s Sunil Adavade & Co, Chartered Accountants, Mumbai
(Membership Number 109964) have been appointed as the Statutory
Auditors of the Company for a period of 3 (Three) years. Ratification
of appointment of the Statutory Auditors for further Financial Year is
being sought from the Members of the Company at the ensuing AGM.
Further, the Report of the Statutory Auditors along with Notes to
Accounts is attached with this Report which is self explanatory in
respect of the comments made by them.
DEPOSITS
Neither are there any outstanding deposits nor has the company accepted
any deposits during the period under review from public in terms of
section 73 and 74 of the companies Act,2013 and Rules made there under.
RISK MANAGEMENT POLICY
In terms of the requirement of the Act, the Company has developed and
implemented the Risk Management Policy and the Audit Committee of the
Board reviews the same periodically.
This comprises practices relating to the identification, assessment,
monitoring and mitigation of strategic, operational and external
environmental risk and to minimize adverse effects of it. Our risk
Management practices seek to sustain and enhance the long-term
competitive advantages of the Company.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore, there were no funds which were
required to be transferred to Investor Education and Protection Fund
(IEPF).
RELATED PARTY TRANSACTIONS
No contracts were entered in to by the Company with any of the Related
Parties and the disclosure under this Clause is NIL.
ACKNOWLEDGEMENT
Your Directors are grateful to the Financial Institutions and the
Bankers for their continued support and co-operation. Your Directors
also wish to place on record their appreciation of/for the services
rendered by the Employees at all levels.
On behalf of the Board
Sd/-
Badal Mittal
Chariman & Managing Director
(DIN: 00076143)
Regd.Off: M.I.D.C. Paithan
Dist. Aurangabad:431148
Maharashtra
Date: 29th May 2015
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