| The Directors present their 23rd Annual Report together with Audited
Statement of Accounts of your Company for the year ended 31st March
2015.
Financial Results (Rs. in Lacs) (Rs. in Lacs)
2014-2015 2013-2014
Profit / (Loss) before Interest,
Depreciation and Tax: (8.86) 2.85
Depreciation: 6.87 19.58
Deferred Tax (3.94) 13.98
Net Profit / (Loss) (11.79) (30.71)
Operations, Management's discussions and analysis:
We have been in negotiation with an Indo-Canadian joint venture company
for sub-leasing of our excess land. In all probability it may fructify
soon to provide some working capital help for our operations. As the
permissions from MIDC and other Government agencies may take
considerable expenses, the real help in working capital may be
available only from next financial year. We are also in negotiations
with a South African company for importing our Skin Creams. The
registration formalities in South Africa are costly and time consuming
- but will be very beneficial on the long run.
Dividends:
As the Company has accumulated losses, no dividend is recommended.
Change in nature of business, if any:
There has been no change in the nature of business of the Company
during the year under review.
Amounts transferred to Reserves:
No amount is transferred to reserves.
Deposits:
During the financial year 2014-15, your Company has not accepted any
deposit within the meaning of Sections 73 and 74 of the Companies Act,
2013 read together with the Companies (Acceptance of Deposits) Rules,
2014.
Share Capital:
The company has not issued shares with voting rights and/ or
differential voting rights nor granted stock options nor sweat equity
during the year under review.
Material Changes affecting the Financial Position of the Company:
There have been no material changes / events occurring after balance
sheet date till the date of the report to be stated.
Details of Directors and Key Managerial Personnel:
In accordance with the provisions of the Companies Act, 2013 and the
Company's Articles of Association, Mr. Ashok M. Kadakia, Mr. Manoj
Moolchand Shah, Mr. Arvind Moolchand Shah, Mr. Vijay Kumar Agrawal and
Mr. Ajay Ishwarlal Bora, Directors of the Company, retire by rotation
at the forthcoming Annual General Meeting and being eligible, offer
themselves for re-appointment.
Board Evaluation:
Pursuant to the provisions of the Company's Act, 2013 and Clause 49 of
the Listing Agreement, a structured questionnaire was prepared after
taking into consideration of the various aspects of the Board's
functioning, composition of the Board and its Committees, culture,
execution and performance of specific duties, obligations and
governance
The Company has received necessary declaration from each Independent
Director of the Company under Section 149(7) of the Companies Act, 2013
and the clause 49 of the listing Agreement that the Independent
Directors of the Company meet with the criteria of their Independence
laid down in Section 149(6).
The performance evaluation of the independent Directors was completed.
The performance evaluation of the Chairman and the Non-independent
Directors was carried out by the independent Directors. The Board of
Directors expressed their satisfaction with the evaluation process.
Number of Meetings of the Board:
The details of the number of meetings of the Board held during the
Financial Year 2014-2015 forms part of the Corporate Governance Report.
Particulars of Loans, Guarantees or Investments by Company:
Details of Loans, Guarantees and investments covered under the
provisions of Section 186 of the Companies Act 2013 are given in the
notes to Financial Statements.
Whistle Blower Policy:
The Company has a whistle blower policy to report genuine concerns or
grievances.
Remuneration and Nomination Policy:
The Company has formulated the Nomination & Remuneration policy for its
directors, key managerial personnel and other employees keeping in view
the followings
- the level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate directors of the quality
required to run the company successfully;
- relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and
- remuneration to directors, key managerial personnel and senior
management involves a balance between fixed and incentive pay
reflecting short and long term performance objectives appropriate to
the working of the company and its goals:
This policy also lays down criteria for selection and appointment of
Board Members.
Vigil Mechanism:
Company established a vigil mechanism pursuant to the provisions of
section 177(9) & (10) of the Companies Act, 2013 and as per Clause 49
of the Listing Agreement for their directors and employees to report
their genuine concerns or grievances.
Risk Management Policy:
Company has developed and implements Risk Management Policy including
identification of elements of risk which in the opinion of the Board
may threaten to the existence of the company. Company also reviewed &
evaluates the implementation process of risk management policy time to
time so that future risk can be minimized.
Related Party Transactions:
All transactions entered with Related Parties for the year under review
were on arm's length basis and in the ordinary course of business and
that the provisions of Section 188 of the Companies Act, 2013 are not
attracted.
Significant and Material Orders passed by the Regulators or Courts:
There are no significant and material orders passed by the
Regulators/Courts that would impact the going concern status of the
Company and its future operations.
Directors Responsibility Statement:
In accordance with the provisions of Section 134(5) of the Companies
Act 2013, your directors confirm that:
(i) That in the preparation of the Annual Accounts for the year ended
March 31st, 2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures,
if any;
(ii) 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 as at 31st March, 2015 and of the profit / loss of the
Company for that period;
(iii) 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, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) The annual accounts have been prepared on a going concern basis;
(v) That 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; and
(vi) 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.
Corporate Social Responsibility (CSR):
The company is not covered under the Companies (Corporate Social
Responsibility) Rules 2013.
Internal Control System and Adequacy:
The company has a proper and adequate internal control system to ensure
that its assets are safeguarded and protected against unauthorized use
and disposition and all the transactions are properly recorded and
reported. The company also has a system of management reviews to
ensure compliance with the prescribed procedures and authority levels.
Statutory Auditors and Explanation to Auditor's Remarks:
M/s. V. Sankar Aiyar & Co, Chartered Accountants, who are statutory
auditor of the Company hold office up to the forthcoming Annual General
Meeting and are recommended for re-appointment to audit the accounts of
the Company as required under the provision of section 139 of Companies
Act, 2013. The Audit Report does not contain any qualification /
adverse remark.
Cost Audit:
Audit of Cost Records is not applicable to the Company for year
2014-2015 as per Section 148 and relevant rules issued under the said
Section.
Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and rules made there under, the Company has appointed Shri Dinesh Kumar
Deora a firm of Company Secretaries in Practice (Mem. FCS No. 5683,
C.O.P. No.4119) to undertake the Secretarial Audit of the Company. The
Secretarial Audit Report is included as Annexure - B and forms an
integral part of this Report.
In regards to the qualification mentioned on secretarial Auditor
Report, the Company has been in the process of appointing a CFO and
Company Secretary as the Company is not getting candidates in view of
small size of business operations of the Company.
Particulars of Employees:
The Company at present does not have any employee details of which are
required to be disclosed pursuant to Section 197 read with rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
Details of Subsidiary, Joint Venture or Associates:
There is no subsidiary, Joint Venture or Associate Company.
Disclosures under sexual harassment of Women at workplace (Prevention,
Prohibition & Redressal) Act, 2013:
There are no cases filed under the above Act and hence no comments
required on disposal of the cases under the same.
Statement Pursuant to Listing Agreements:
The Company's shares are listed with the BSE Ltd. Your Company has paid
the annual listing fees up to date.
Extract of Annual Returns:
The extract of Annual Return, in format MGT -9, for the Financial Year
2014-15 has been enclosed with this report as per Annexure A.
Conservation of Energy and Technology Absorption:
As the Company's own factory has not been in operation, no special
energy saving measures is required and hence no report on technology
absorption is required.
Corporate Governance:
A separate section on Corporate Governance and a certificate from
Auditors of the Company regarding compliance of conditions of Corporate
Governance as stipulated under Clause 49 of the Listing Agreement with
Stock Exchanges, form part of the Annual Report.
Acknowledgements:
Your Directors wish to place on record their appreciation of the
wholehearted co-operation received by the Company from the
Shareholders, Employees and its Bankers during the year under review.
For and on behalf of the
Board of Directors
Place: Mumbai Ashok M. Kadakia
Date: 14th May 2015 Chairman |