| Dear Members,
The Directors have pleasure in presenting the 56th Annual Report of
the Company together with the Audited Financial Statements for the year
ended 31st March, 2015.
SUMMARISED FINANCIAL RESULTS (Rs. Lakhs)
Year ended Year ended
31.03.2015 31.03.2014
Income 103.69 106.46
Expenditure 79.62 82.34
Profit/(Loss) before Depreciation and Tax 24.07 24.12
Depreciation 39.61 14.11
Provision for Taxation:
Current Tax - 1.91
Tax Adjustments for earlier years - -
Profit/(Loss) after Tax (15.54) 8.10
Balance brought forward from last year 127.00 118.90
Adjustment on depreciation and Revaluation (2.90) -
Reserve
Profit/(Loss) carried to Balance Sheet (108.56) 127.00
FINANCIAL PERFORMANCE
During the year under review, the Company recorded a profit of Rs.
24.07 lacs before depreciation and tax as compared to Rs.24.12 in the
previous year. However, after providing for depreciation, as
recalculated under the provisions of the Companies Act, 2013 and tax,
the loss for the year under review was Rs. 15.54 lacs as compared to a
profit of Rs. 8.10 lacs for the previous year.
DIVIDEND
The Directors do not recommend any dividend for the year under review.
TRANSFER TO RESERVES
No amount is proposed to be transferred to reserves during the year
under review.
BOARD MEETINGS
During the year four Board Meetings were held. Details of the same are
covered in the Corporate Governance Report.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Mr. Prabhakar Shevade (DIN 00843377) was appointed as Independent
Director at the Annual General Meeting of the Company held on 24th
September, 2014 for a term of 5 years i.e. upto closing of the 60th
Annual General Meeting of the Company or upto 23rd September, 2019,
whichever is earlier.
Mr. Sanjeev Jain (DIN 00119762) was appointed as Whole Time Director of
the Company in the Annual General Meeting held on 24th September, 2015
for a period of 5 years w.e.f. 1st September, 2014.
Mr. G. S. Nayak (DIN 00138401) resigned as a Director of the Company
w.e.f. 13th November, 2014.
Mr. K. Krishnamoorthy (DIN 02797916) was appointed as an Additional
Director (Independent) on 6th February, 2015 and in accordance with the
provisions of Section 161 of the Companies Act, 2013, he will hold
office upto the ensuing Annual General Meeting. The Company has
received a notice along with the requisite deposit from a member of the
Company proposing the candidature of Mr. K Krishnamoorthy for his
appointment as an Independent Director of the Company for a period of 5
years. The management is of the opinion that Mr. K. Krishnamoorthy's
vast experience in corporate matters will be of immense help to the
Company and recommends his appointment.
Mrs. Drushti Desai (DIN 00294249) was designated as Non-Executive
Non-Independent Director w.e.f. 6th February, 2015.
In accordance with the provisions of Section 152 of the Companies Act,
2013 and Article 112 of the Articles of Association of the Company,
Mrs. Drushti Desai (DIN 00294249) retires by rotation, and being
eligible, offers herself for reappointment. The Board of Directors
recommends her re-appointment.
Brief resume of the Directors proposed to be appointed/re-appointed,
nature of expertise in specific functional areas and names of companies
in which they hold directorship and membership/chairmanship of
committees of the Board, for persons seeking re-appointment/
appointment as Director under Item Nos. 2 and 4 of Notice as stipulated
in Clause 49 of the Listing Agreement entered into with the Stock
Exchanges and as per provisions mentioned in Clause 1 (1.2.5) of the
Secretarial Standard-2 - General Meetings issued by the council of the
Institute of Company Secretaries of India and approved by the Central
Government has been given in the annexure to Notice of the Annual
General Meeting.
Ms. Hinal Kothari, Company Secretary was appointed as Chief Financial
Officer on 29th May, 2014. She resigned as the Chief Financial Officer
of the Company w.e.f. 13th November, 2014.
Ms. Ruta V. Dabke was appointed as Chief Financial Officer of the
Company w.e.f. 6th February, 2015.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received declarations from Independent Directors of the
Company confirming that they meet with the criteria of independence as
per Section 149 of the Companies Act, 2013.
COMMITTEES OF THE BOARD
The Companies Act, 2013 provides for the formation and duties of
various committees of the Board. The Company has in place the required
Committees with specific defined roles, duties and responsibilities.
Details of the various committees, meetings held and attendance at the
various committee meetings are given in the Corporate Governance
Report.
BOARD EVALUATION
The Company has in place a Board Performance Evaluation Policy. In
accordance with the provisions of the Companies Act, 2013 and Clause 49
of the Listing Agreement, the Board has carried out an annual
performance evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Audit
Committee, Nomination & Remuneration Committee and the other
Committees. The manner in which the evaluation has been carried out has
been explained in the Corporate Governance Report.
POLICY ON DIRECTORS' APPOINTMENT & REMUNERATION
The Nomination & Remuneration Committee of the Company leads the
process for Board appointments in accordance with the requirements of
Companies Act, 2013, the Listing Agreement and other applicable
regulations or guidelines. 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
Nomination and Remuneration Policy & Board Performance Evaluation
Policy is stated in the Corporate Governance Report which forms a part
of this Annual Report.
VIGIL MECHANISM
The Company has put in place a Whistle Blower Policy to deal with
instances of fraud and mismanagement, if any. The details of the policy
is explained in the Corporate Governance Report and is also posted on
the website of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with Section 134(5) of the Companies Act, 2013, the
Directors hereby confirm that:
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departure;
ii) appropriate accounting policies have been selected and applied
consistently and the judgments and estimates made 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 its loss for the year ended
as on that date;
iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act 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) proper internal financial controls have been followed by the Company
and that such internal financial controls are adequate and are
operating effectively; and
vi) proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such system are adequate and
operating effectively.
INTERNAL FINANCIAL CONTROLS
Detailed note on internal financial control is given in the Management
Discussion & Analysis.
SUBSIDIARY COMPANY
The Company does not have any subsidiary company nor is there any
existing Joint Venture as on 31st March, 2015.
EXTRACT OF ANNUAL RETURN
In accordance with Section 92(3) of the Companies Act,2013 and Rule
12(1) of the Companies (Management and Administration) Rules, 2014, an
extract of the Annual Return in MGT-9 is annexed to this Report
(Annexure 1).
AUDITORS
M/s Lodha & Co., Chartered Accountants, the Statutory Auditors of the
Company, hold office until the conclusion of ensuing Annual General
Meeting and are eligible for reappointment.
The Company has received a letter from them signifying their
willingness to be reappointed as Statutory Auditors and they have also
confirmed that their reappointment, if made at the ensuing Annual
General Meeting, would be within the prescribed limit under Section
141(3)(g)of the Companies Act, 2013 and that they are not disqualified
for such reappointment within the meaning of Section 141 of the said
Act.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s Ragini Chokshi &
Co., practising Company Secretary, to undertake the Secretarial Audit
of the Company. The Secretarial Audit Report is annexed to this Report
(Annexure 2). The report does not contain any qualification,
reservation or adverse remarks.
CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION,
ETC.
The provisions of Section 134 the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014 relating to conservation of energy and
technology absorption do not apply to the Company.
During the year under review, there were no Foreign Exchange Earnings
or Outgoings.
FIXED DEPOSITS
During the year under review, the Company has not accepted any fixed
deposits from the public within the meaning of Section 73 of the
Companies Act, 2013 and The Companies (Acceptance) Rules, 2014. As on
31st March 2015, the Company had no unclaimed deposits or interest
thereon due to any depositor.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant and material orders passed by the regulators
or Court or Tribunals impacting the Going Concern status and the
Company's operations in future.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
RISK MANAGEMENT POLICY
Risk is an integral and unavoidable component of business and the
management is committed to managing the risk in a proactive and
effective manner. The Company has adopted a systematic approach to
mitigate risk associated with accomplishment of objective, operations,
revenues and regulations. The Board of Directors, in its Meeting held
on 5th August 2014, constituted a Risk Management Committee and adopted
the Risk Management Policy. The objective of the policy is to lay down
a framework whereby potential risk areas are identified and steps taken
to mitigate such risks.
PARTICULARS OF CONTRACT AND ARRANGEMENTS WITH RELATED PARTIES
Details of contracts and arrangements with related parties in form
AOC-2 is annexed to this Report (Annexure 3). VOLUNTARY DELISTING OF
SHARES
(a) Delisting from Pune Stock Exchange
The Company's Securities are delisted from Pune Stock Exchange with
effect from 11th April 2015.
(b) Delisting from Calcutta Stock Exchange
The Company's Securities are delisted from Calcutta Stock Exchange with
effect from 14th May 2015.
MANAGEMENT DISCUSSION & ANALYSIS
FINANCIAL REVIEW
During the year under review, the Company earned a profit of Rs. 24.07
lacs before depreciation and tax. However, after providing for
depreciation, as recalculated under the provisions of the Companies
Act, 2013 and tax, the loss for the year under review after tax was Rs.
15.54 lacs.
OUTLOOK
The low economic growth appears to have bottomed out and a gradual
increase in economic activity is expected in 2015. The medium-term to
long-term growth prospects look positive in view of the Government's
determination to bring in reforms. For the year 2015, the economy is
expected to grow at a higher rate than in 2014. The Government is
undertaking steps to energize the economy and provide it with the much
needed push to accelerate growth.
Your Company, being a foreign-held entity, continues to closely follow
these developments. In the meanwhile, the Company will continue to
invest the surplus funds in money-market instruments and utilise the
assets of the company to generate revenues.
INTERNAL CONTROL SYSTEM
The Company has an appropriate system of internal control. The Company
ensures adherence to internal control policies and procedures. Internal
audit is conducted on a periodical basis to review internal controls.
The Audit Committee of the Board of Directors reviews the reports of
the internal audits conducted and the adequacy of internal control
system.
HUMAN RESOURCE DEVELOPMENT
The Company maintains a core team to maintain the existing assets.
CAUTIONARY STATEMENT
Statement in this Management Discussion & Analysis describing the
Company's objectives and expectations may be a forward looking
statement within the meaning of applicable laws and regulations. Actual
results might differ materially from those, either expressed or
implied.
CORPORATE GOVERNANCE
The Company has complied with the mandatory Corporate Governance
requirements stipulated under Clause 49 of the Listing Agreement.
Report on the Corporate Governance is annexed hereto forming a part of
this Report. A certificate from the Auditors of the Company, M/s Lodha
& Co., confirming compliance of the conditions of the aforesaid
Corporate Governance, is annexed to and forms part of the Directors'
Report.
PARTICULARS OF EMPLOYEES
None of the employees of the Company is in receipt of remuneration
exceeding the limit prescribed under Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
REMUNERATION
Disclosure pursuant to Section 197(12) of The Companies Act, 2013 and
Rule 5(1) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed to this report (Annexure 4).
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Sexual Harassment Policy for prevention,
prohibition and redressal of harassment of women employees at
workplace. A Complaints Committee has been setup to redress complaints
received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy. No
complaint was received by the company during the year ended 31st March,
2015.
EXPLANATION TO THE QUALIFICATIONS IN AUDITOR'S REPORT AND SECRETARIAL
AUDIT REPORT
There are no qualifications or adverse remarks in the Auditor's Report
or Secretarial Audit Report.
ACKNOWLEDGEMENT
Your Directors take this opportunity to thank the statutory
authorities, banks, shareholders, employees and other stakeholders for
their valued support.
For and on behalf of the Board of Directors
R K Raje Sanjeev Jain
Place: Mumbai Director Whole Time Director
Date:7th August, 2015 (DIN 00112003) (DIN 00119762)
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