| Dear Members,
The Directors have pleasure in submitting their 54th Annual Report on
the business and operations of the Company along with the Audited
Balance Sheet and Profit & Loss Accounts for the year ended 31st March,
2015.
Financial Result:
(Rs. In Lacs)
Particulars Current Year Previous Year
31/03/2015 31.03.2014
Sales & other Income 65.86 55.46
Profit/ (Loss) before Interest & (821.47) (2232.88)
Depreciation
Less: Interest - -
Less: Depreciation 420.05 216.91
Net Profit / (Loss) for the year (1241.52) (2015.97)
before Taxation
Less: Provision for Taxation
Net Profit / (Loss) after Deferred (1241.52) (20l5.97)
Tax
Dividend:
Keeping in view the losses incurred during the year by the Company.
Your Directors do not recommend any Dividend for the year ended on 31st
March, 2015.
Review of Operation:
The year under review was overall not satisfactory year for the
Company. The company has achieved gross sales of Rs 65.86 Lacs as
against Rs 55.46 Lacs in the previous year and incurred a loss of Rs
1241.52 lacs against the loss of Rs 2015.97 lacs of the corresponding
previous year.
Pollution control Safety And environmental Protection
The Company is very much concerned for the safety of men and machines.
The preservation of the environment in and around the manufacturing
plants has always received high significance in all over corporate
decisions.
Directors:
The Board consists of Executive and Non- Executive Director including
independent director who have wide and varied experience in different
disciplines of corporate functioning. The Composition of the Board of
Directors has been constituted as per the provisions of Clause 49 of
the Listing Agreement.
Mrs. Urmila N Gala, who was appointed as a Director of the Company in
the Board meeting held on 12th April, 2012, is being proposed to be re-
appointed as a Director liable to retire by rotation upon the notice
received in writing signifying her intention to propose the said
director as candidate tor the Office of Directors.
Key Managerial Personnel:
Mr. Nemchand Gala, Chief Compliance Officer of the Company was
appointed as Key Managerial Personnel during the Financial Year 2014-15
in accordance with the Section 203 of the Companies Act, 2013.
Auditors:
During the year. M/S.JAMES SHAH & CO reappointed as the Statutory
Auditors of the Company to hold office from annual general meeting till
the conclusion of next Annual General Meeting.
The Company has received a certificate from the auditors to the effect
that their re*ppointment made, would be in accordance with the
provisions of section 139(2) and section 142(1) the Companies Act,
2013.
Directors' Responsibility Statement:
In accordance with the provisions of section 134 (3)(C') of the
Companies Act, 2013, your director, state that: -
* In the preparation of accounts, the applicable accounting standards
have been followed along with proper explanation relating to material
departures.
* Accounting policies selected were applied consistently. Reasonable
and prudent judgments and estimates were made so as to give a true and
fair view of the state of affairs of the Company as at the end of 31st
March, 2015 and the profit of the Company for the year ended on that
dale.
* Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities.
* The annual accounts of the Company have been prepared on a going
concern basis.
Corporate Governance
Your Company is committed to good Corporate Governance Practices and is
regular compliant with all the applicable provisions of Companies Act,
2013 and Clause 49 of Listing Agreement following to the guidelines
prescribed by the SEBI and Bombay Stock Exchanges from time to time.
The Company has implemented all of its major stipulations as applicable
to the Company. Report on Corporate Governance is annexed to and
forming part of the Directors' Report.
Managing Discussion and Analysis:
A Management discussion and Analysis as required under the Clause 49 of
the Listing Agreement is annexed and forming part of the Annual Report.
Conservation of Energy Research and Development. Technology Absorptions
and 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 of the
Companies (Accounts) Rules, 2014 is given as per 'Annexure A' and forms
part of the Directors' Report.
DEMAT of Shares
As on date, about 86.08% shares of the Company have been dematerialized
and the Company solicits co-operation from its investors to have their
holdings converted in DEMAT form to provide them better liquidity in
future.
Particulars of Employees;
During the year under review, no employee of the Company was entitled
to the remuneration exceeding the sum prescribed under section 197 of
the Companies Act. 2013, read with the Rule Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014 and no other provision
of the aforesaid section are applicable to the Company for the
financial year under review.
Audit Committee;
According to the provisions of Section 177 of the Companies Act, 2013
and Rule 6 and Companies (Meetings of Board and it's powers) Rules,
2014 and Clause 49 of the listing agreement, every listed Company and
some other categories of companies need to constitute an Audit
Committee consisting of the members of the Board,
The important role of the Audit Committee is to support the Board of
Directors in its surveillance and control duties. The most important of
these duties is to ensure that generally accepted accounting principles
are properly applied and to check that the internal control systems
used when drawing up the individual and consolidated Annual Accounts
are adequate and complete.
Corporate Social Responsibility (CSR);
Social welfare and community development is at the core of the
Sociality's CSR philosophy and this continues to be a top priority.
The Company's contributions to the community are in the areas of
recycling of papers and assistance in the event of a natural disaster
and contributions to other social development organizations.
Fixed Deposits :
The Company has not invited and accepted any Fixed Deposits from the
public within the meaning of with Section 73 and 74 of the Companies
Act, 2013 read with Rule 8(5)(v)&(vi) of the Companies (Accounts)
Rules, 2014 , hence disclosure required under above rule not applicable
to the Company.
Extract Of Annual Return:
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed as "Annexure- A" to the Directors' Report.
POLICIES
Vigil Mechanism / Whistle Blower Policy
The Company has a vigil mechanism named Whistle Blower Policy (WBP) in
accordance with Section 177(9) of the Companies Act, 2013 and Clause 49
of the Listing Agreement to deal with instances fraud and
mismanagement, if any, The vigil mechanism/Whistle Blower Policy is
uploaded on the Company's website.
Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration
Committee a policy for selection and appointment of Directors, Senior
Management and their remuneration. of Remuneration Policy is annexed as
"Annexure-" to the Corporate Governance Report.
Sexual Harassment Of Women At Workplace (Prevention, Prohibition And
Redressal) Act, 2013
In order to prevent sexual harassment of women at work place a new act
The Sexual Harassment Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 has been notified on 9th December, 2013. Under the
said Act every Company is required to set up an Internal Complaints
Committee to look into complaints relating to sexual harassment at work
place of a By women employee. A policy for prevention of Sexual
Harassment of Women at workplace and setting up the Committee for
implementation of said policy is under review and consideration.
Acknowledgement:
Your Company not performed so extensively well in a challenging year
but will continue to maintain its quality standards in forthcoming
future. It has also been improving the quality and cost benchmarks and
continues to build shareholder value.
Your Directors place on record their appreciation for the overwhelming
co-operation and assistance received from investors, customers,
business associates, bankers, vendors, as well as regulatory and
governmental authorities. Your Directors also thank the employees at
all levels, who, through then- dedication, co-operation, support and
smart work, have enabled the Company to achieve rapid growth.
For and on behalf of the Board
NEMCHAND J. GALA
Chairman and Managing Director
Place: Mumbai
Date: 30/05/2015
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