Dear Members,
The Directors have the pleasure in presenting their 29th Annual Report
together with Audited Accounts of the Company for the year ended 31st
March, 2015
FINANCIAL RESULTS:
2014-2015 2013-2014
Particulars Rs. Rs.
Net Sales & Other Income 84,70,102 1,17,47,102
Profit before Depreciation & Taxes 37,50,536 29,83,462
Depreciation 30,43,794 30,32,245
Provision for Taxation & Fringe
Benefit Tax 61,000 1,58,120
Deferred Tax Assets( )/Liability(-) - -
Profit after tax 6,45,742 (2,06,903)
Profit/(Loss) brought forward from
Previous Year 60,29,951 62,36,854
Profit available for appropriation 66,75,693 60,29,951
1) LISTING
The Equity Shares of the Company are listed on the Mumbai, Stock
Exchange and all the applicable listing fees have been paid up to date.
2) DIVIDEND
The boards of directors do not recommend any dividend for the year.
3) PUBLIC DEPOSIT fSection 58-A1:
The Company has not accepted any deposits from the public within the
meaning of Section 58-A of the Companies Act, 1956 in the year under
review.
4) NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the year under review 8 Board Meetings were convened and held.
The intervening gap between the meetings was within the period
prescribed under the companies act, 2013 and the Clause 49 of the
Listing Agreement.
5) PERSONNEL:
During the year, none of the employees was in receipt of remuneration
exceeding Rs.24,00,000 per annum or Rs. 2,00,000 per month and
accordingly, the Company has no information to report to the Members
under Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of employees) Rules, 1975, as amended from time to time.
6) PARTICULARS OF DIRECTORS:
Harsh Rekha Garg retiring by rotation at the forth-coming Annual
General Meeting and being eligible, offer herself for re-appointment.
7) CORPORATE GOVERNANCE:
The guidelines on Corporate Governance were not applicable to our
Company during the Financial Year 2014-15 as our paid up capital is
less than 3 Crore.
8) DEMATERIALISATION:
As per the SEBI directives, your Company's shares have been included in
the compulsory demat list for trading for all investors w.e.f. 06th
May'2001.
9) DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of the provisions of Section 134(3)(c) of
the Companies Act, 2013 that:
A. In the preparation of the annual financial statements for the year
ended March 31, 2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures,
if any;
B. Such accounting policies as mentioned in the Notes to the financial
statements have been selected and applied consistently and judgments
and estimates have been made that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at
March 31, 2015 and of the Profit of the Company for the year ended on
that date;
C. Proper and sufficient care has been taken for 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;
D. The annual financial statements have been prepared on a going
concern basis;
E. Proper internal financial controls had been laid down and followed
and that such internal financial controls are adequate and were
operating effectively; and
F. Proper systems to ensure compliance with the provisions of all
applicable laws were in places which were adequate and operating
effectively.
10) SHARE CAPITAL:
The paid up equity share capital of the company as on March 31, 2015
was Rs._2,48,00,000/-. During the year under review the company has not
issued shares with differential voting right nor granted stock option
nor sweat equity.
11) EXTRACT OF ANNUAL RETURN:
Pursuant to the requirements under Section 92(3) and Section 134(3) of
the Act read with Rule 12 of Companies (Management and Administration)
Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is
given in the Report as Annexure I.
12) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business and the provisions of the Companies Act, 2013, Rules
made there under and Clause 49 of the Listing Agreement are not
attracted. As a matter of good corporate disclosure practice by the
company Form AOC 2 is given in Annexure II. During the year, the
Company had not entered into any contract / arrangement / transaction
with related parties which could be considered materially Significant.
There are no materially significant related party transactions made by
the Company with Promoters, Directors, Key Managerial Personnel or
other designated persons which may have a potential conflict with the
interest of the Company at large.
Details of transactions with Related Parties are given in the notes
30(a) & (b)to the Financial Statements.
13) AUDITOR'S AND THEIR REPORT:
M/s. Sudesh & Associates, Auditors of the Company hold office until the
conclusion of the ensuing Annual General Meeting and being eligible
have offered themselves for re- appointment. The Company has received a
Certificate under Section 224 (IB) of the Companies Act, 1956 from
Auditors to that effect that their appointment, if made, would be
within the prescribed limits. As regards the Auditors remark, the notes
referred to by the Auditors in their report are self-explanatory.
14) CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS AND OUTGOINGS (Section 217 fe):
The particulars as required under the provisions of Section 134(3) (m)
of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014 in respect of conservation of energy and technology
absorption have been furnished considering the nature of activities
undertaken by the Company during the year under review annexure- -
15) ACKNOWLEDGEMENTS:
The Directors thank all those who have contributed their best to the
present success of the Company, all the Employees, Customers,
Suppliers, Shareholders and Bankers for their sustained support.
FOR AND ON BEHALF OF THE BOARD OF DIRECTOR
AJAY KUMAR GARG
(Chairman & Managing Director)
Place: Mumbai.
Date: 2nd September, 2015
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