| Dear members,
The Directors have pleasure in presenting their 30th Annual Report on
the business and operations of the Company and the accounts for the
Financial Year ended March 31,2015.
FINANCIAL RESULTS
Particulars March 31,2015 March 31,2014
Net Profit/ Net Loss Before
Providing (5,14,547) 4,51,765
for Depreciation
Less: Depreciation 15,13,466 8,48,948
Profit after Providing for
Depreciation (20,28,013) (3,97,183)
Add / (Less) Provision for:
A) Differed Tax 65,742 1,36,807
B) Income Tax -- --
Profit/(Loss) after Taxation (19,62,271) (2,60,376)
Add: Balance brought forward from (34,92,019) (34,12,888)
previous year
Add: Excess Provision for
Tax for Earlier NIL 1,81,245
Balance Carried to Balance Sheet (54,54,290) (34,92,019)
OPERATIONAL REVIEW:
Gross revenues has decreased to Rs. 3,52,83,068, against Rs.
4,38,37,513 in the previous year. The Company has for the year ended
31st March, 2015, made a net loss of Rs 19,62,271 (Previous year Rs.
79131) after providing for taxation.
DIVIDEND
With a view to strengthen the financial position of the Company, your
Directors did not recommend any dividend for its equity shareholders.
FIXED DEPOSITS:
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:
The company has not taken / given any loans or guarantees covered
under the provisions of section 186 of the Companies Act, 2013. The
details of the investments made by company are given in the notes to
the financial statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the
size, scale and complexity of its operations. The scope and authority
of the Internal Audit function is defined in the Internal Audit
Manual. To maintain its objectivity and independence, the Internal
Audit function reports to the Chairman of the Audit Committee of the
Board & to the Chairman & Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance
with operating systems, accounting procedures and policies at all
locations of the Company. Based on the report of internal audit
function, process owners undertake corrective action in their
respective areas and thereby strengthen the controls. Significant
audit observations and recommendations along with corrective actions
thereon are presented to the Audit Committee of the Board.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION.
A. Conservation Of Energy: Not applicable
B. Research & Development (R & D):
1. Special areas in which R & D carried out by the company:
R & D activity covers application development of new sizes
specifically developed for customer requirements.
2. Benefits Derived As A Result Of The Above R & D:
Enlargement of product range and contribution to import substitution
program of customers.
3. Future plan of action:
To cover more users/industries under the fold of application developed
program.
4. Expenses on R&D:
The expenses on development activity being a part of the overall
operation are not separately accounted for.
C. Technology absorption, adaptation and innovation:
During the year on-going product up gradation in terms of quality and
productivity was maintained using in-house technology. No imported
technology was absorbed and the Company's products continue to enjoy
international acceptance.
EMPLOYEES RELATIONS:
During the year under review, your Company enjoyed cordial
relationship with employees at all levels. DIRECTORS:
A. Declaration by an Independent Director(s) and Re- Appointment:
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under the Act and Clause 49 of the
Listing Agreement with the Stock Exchanges.
An independent director shall hold office for a term up to five
consecutive years on the Board of a Company, but shall be eligible for
reappointment for next five years on passing of a special resolution
by the Company and disclosure of such appointment in the Board's
report.
B. Appointment:
During the year 2014-2015, Ms. Kavita Sandeep Pawar (DIN: 02717275)
was appointed as an Additional Director on the Board of the Company.
Ms. Kavita S. Pawar resigned from the Directorship ofthe Company
w.e.f 05/06/2015
C. Cessation:
None of the Directors have ceased from their office during the year
2014 -15.
D. Retirement by rotation:
In terms of the provisions of the Companies Act, 2013, Abhay Vipin
Kothari (DIN: 00110960) retires by rotation at this Annual General
Meeting, and being eligible, offer himself for re-appointment.
None of the Directors are disqualified from being appointed as
specified in Section 164 of the Companies Act, 2013.
Brief details of Directors proposed to be appointed/re-appointed as
required under clause 49 of the Listing Agreement are provided in the
Notice of Annual General Meeting forming part of this Annual Report.
FORMAL ANNUAL EVALUATION:
In terms of the provisions of the Act, the Board has carried out
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 (NRC) and Stakeholders
Relationship Committee (SRC).
MEETINGS OF THE BOARD:
Seven Meetings of the Board of Directors of the Company were held
during the year.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013, the Directors
would like to state that:
In the preparation of the annual accounts, the applicable accounting
standards have been followed.
The Directors 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 or loss
of the Company for the year under review.
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.
The Directors have prepared the annual accounts on a going concern
basis.
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.
The Directors had devised proper system to ensure compliance with the
provisions of all applicable laws and that such system were adequate
and operating effectively.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential
conflict with interest of the company at large.
SUBSIDIARY COMPANIES:
The Company does not have any subsidiary.
SHARE CAPITAL:
During the year 2014-2015 the Company has not made any issue of equity
shares with differential voting Rights, Sweat Equity Shares and
Employee Stock Option.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day business operations of the company. The Company believes
in "Zero Tolerance" against bribery, corruption and unethical
dealings / behaviors of any form and the Board has laid down the
directives to counter such acts. The code laid down by the Board is
known as "code of business conduct" which forms an Appendix to the
Code. The Code has been posted on the Company's website The Code lays
down the standard procedure of business conduct which is expected to
be followed by the Directors and the designated employees in their
business dealings and in particular on matters relating to integrity
in the work place, in business practices and in dealing with
stakeholders. The Code gives guidance through examples on the expected
behavior from an employee in a given situation and the reporting
structure. All the Board Members and the Senior Management personnel
have confirmed compliance with the Code. All Management Staff were
given appropriate training in this regard.
AUDIT COMMITTEE
The Committee met 4 times during the year under review.
Composition and attendance during the financial year ended 31st March,
2015 is as under:
Name of Directors Designation Category No. of Meetings
attended
Mr. Rajeev D.
Shenvi Chairman Independent/Non-Executive 04
Mr. Abhay V.
Kothari Member Non-Executive 04
Mr. Mahesh Parab Member Independent/Non-Executive 04
NOMINATION AND REMUNERATION COMMITTEE:
In accordance with the provisions of Section 178 of the Companies Act,
2013 (the Act), the 'Remuneration Committee' has been re-designated as
the 'Nomination and Remuneration Committee' with amended scope of
powers as mandated by the Act.
Composition of Nomination and Remuneration Committee is as under:
Name of Director Designation Category
Mr. Mahesh S. Parab Chairman Independent / Non- Executive
Mr. Rajeev Damodar
Shenvi Member Independent / Non- Executive
Mr. Abhay Vipin Kothari Member Non Executive Director
The Nomination and Remuneration Committee met 4 times
The Nomination and Remuneration Committee has formulated a policy
relating to the appointment, remuneration and removal of Executive
Directors, Key Managerial Personnel and Other Senior Management
Personnel of the Company, in accordance with the provisions of Section
178 of the Act.
STAKEHOLDERS RELATIONSHIP COMMITTEE
In accordance with the provisions of Section 178 of the Companies Act,
2013 (the Act), the 'Shareholders Grievance Committee' has been
re-designated as the 'Stakeholders Relationship Committee' with
amended scope of powers as mandated by the Act.
Composition of Stakeholders Relationship Committee is as under:
Name of Director Designation Category
Mr. Mahesh S. Parab Chairman Independent / Non- Executive
Mr. Rajeev Damodar
Shenvi Member Independent / Non- Executive
Mr. Abhay Vipin
Kothari Member Non Executive Director
Managerial Remuneration:
The Disclosure pursuant to Rule 5 (1) of the Companies (Appointment of
Managerial Personnel) 2014 is as follows:
Name of the Director Amount of Percentage increase Ratio of
remuneration in the remuneration remuneration
Directors of each
Director/to
median
remuneration
of
employees
Mr. Abhay Kothari 0 0.00 0
Mr. Rajeev Shenvi 0 0.00 0
Mr. Kiran N. Vora 11,73,360 0.00 109.66
Mr. Barukhbhai W.
Christian 3,97,966 0.00 37.19
Ms. Kavita Pawar 0 0.00 0
A) None of the employee of the Company was in receipt of the
remuneration (throughout the financial year or part thereof) as per
Rule 5(2) of the Companies (Appointment of Managerial Personnel) 2014.
B) The Company do not have any Holding or Subsidiary Company and None
of the Directors of the Company are the Managing Director or Whole
Time Director in the Associate Company.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Whistle Blower Policy to deal
with instance of fraud and mismanagement, if any. In staying hue to
our values of Strength, Performance and Passion and in line with our
vision of being one of the most respected companies in India, the
Company is committed to the high standards of Corporate Governance and
stakeholder responsibility. The Company has a Whistle Blower Policy to
deal with instances of fraud and mismanagement, if any. The Whistle
Blower Policy ensures that strict confidentiality is maintained whilst
dealing with concerns and also that no discrimination will be meted
out to any person for a genuinely raised concern. A high level
Committee has been constituted which looks into the complaints raised.
The Committee reports to the Audit Committee and the Board.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
preclearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation
of the Code. All Board Directors and the designated employees have
confirmed compliance with the Code.
AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:
The observation made in the Auditors' Report read together with
relevant notes thereon is self explanatory and hence, do not call for
any further comments under Section 134 of the Companies Act, 2013. As
required under section 204 (1) of the Companies Act, 2013 the Company
has obtained a secretarial audit report. Certain observations made in
the report with regard to non filing of some forms were mainly due to
ambiguity and uncertainty of the applicability of the same for the
relevant period. However, the company would ensure in future that all
the provisions are complied with the fullest extent.
AUDITORS:
At the Annual General Meeting, the Member will be requested to ratify
the Re-Appointment of M/s.
D.V.Vora & CO. (Firm Registration No.lll624W) Chartered Accountants,
Auditors of the Company and authorize the Board of Directors to fix
their Remuneration.
The Report of the statutory Auditors along with the notes to schedule
is enclosed to this report and does not contain any qualification,
reservation or adverse remark or disclaimer.
SECRETARIAL AUDIT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the company has appointed S.G. and Associates, a firm of
company Secretaries in practice (Mumbai) to undertake the Secretarial
Audit of the Company. The Secretarial Audit report is annexed herewith
as "Annexure A"
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as ''Annexure B".
BUSINESS RISK MANAGEMENT:
The company has framed a risk management policy and the same is
available on the website of the Company. The Company believes that
risk should be managed and monitored on a continuous basis. As a
result, the Company has designed a dynamic risk management framework
to allow to manage risks effectively and efficiently, enabling both
short term and long term strategic and business objectives to be met.
COST AUDIT:
As per the Rules made by central government for the maintenance of
cost record under section 148 (1) of the Companies act, 2013, does not
apply in respect of company's business.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the reports and
accounts are being sent to the members and others entitled thereto,
excluding the information on employees' particulars which is available
for inspection by the members at the Registered office of the company
during business hours on working days of the company up to the date of
ensuing Annual General Meeting. If any member is interested in
inspecting the same, such member may write to the company secretary in
advance.
MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Management Discussion Analysis Report forms an integral part of
this Annual Report.
ACKNOWLEDGEMENTS:
Your Company and its Directors wish to extend their sincerest thanks
to the Members of the Company, Bankers, State Government, Local
Bodies, Customers, Suppliers, Executives, Staff and workers at all
levels for their continuous cooperation and assistance.
By Order of the Board of Directors
Sd/-
Kiran Vora
Place: Mumbai Managing Director
Date: 31st July, 2015 DIN: 00108607 |