| Dear Members,
The Directors have pleasure in presenting the THIRTY FIRST ANNUAL
REPORT together with the Audited Accounts of the Company for the
Financial Year ended 31st March, 2015.
FINANCIAL RESULTS:
(Rs In Lakhs)
For the For the
Particulars Year ended Year ended
2015 2014
Sales 6.91 4.66
Other Income 0.02 -
Total Income 6.93 4.66
Expenditure 12.62 13.78
Gross Profit / (Loss) (5.69) (9.12)
Less: Depreciation - -
Less: Finance Cost - 1.09
Loss for the year before tax (5.69) (10.21)
Income tax - -
Deferred Tax - -
Profit / (Loss) after tax (5.69) (10.21)
OPERATIONS:
The Company has recorded a nominal turnover when compared to the last
fiscal, as the Company has decided to change the existing line of
business and exploring on the new activity.
The Company is planning to enter into new segment this fiscal.
DIVIDEND:
Due to inadequate profits your Directors do not recommend any dividend
for the Financial Year 2014-15
DIRECTORS
Mr. Lalit Kumar Gupta, Managing Directors of your Company retire by
rotation at the ensuing Annual General Meeting and being eligible,
offers himself for reappointment.
The Board of Directors of the Company, on the recommendation of the
Nomination and Remuneration Committee, co-opted Smt. LAKSHMI NEKKANTI
SATYASRI (DIN : 07223878), as an Additional Director of the Company
with effect from 30th June, 2015, subject to the approval of the
members, at the ensuing Annual General Meeting.
The Company has received requisite notice in writing from the members
along with requisite fees proposing Smt Lakshmi Nekkanti Satyasri for
appointment as Director
The company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under sub-section (6) of section 149 of
the companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges. .
FIXED DEPOSITS
The Company has neither accepted nor renewed any deposits falling
within the provisions of Section 73 and 76 of the Companies Act, 2013
read with the Companies (Acceptance of Deposits) Rules, 2014 from the
its member and public during the Financial Year.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors
confirm that to the best of their knowledge and belief and according to
the information and explanation obtained by them,
i. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
ii. Such accounting policies as mentioned in the notes to the
financial statements have been selected and applied consistently and
judgments and estimates that are reasonable and prudent made so as to
give a true and fair view of the state of affairs of the Company at the
end of the financial year 2014-15 and of the profit or loss of the
Company for that period;
iii. Proper and sufficient care has been taken 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 for the year 2014-15 have been prepared on a
going concern basis.
v. That proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
vi. That system to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the provisions of section 177 (9) and read with all other
applicable provisions of the Companies Act, 2013 and the Companies
(meetings of board and its powers) Rules, 2014 (including any statutory
modification(s) or re-enactment thereof for the time being in force)
and Clause 49 of the Listing Agreement, The Company has a Whistle
Blower Policy framed to deal with instance of fraud and mismanagement,
if any in the Group. The details of the Policy are explained in the
Corporate Governance Report and also posted on the website of the
Company
RISK MANAGEMENT
Pursuant to the provisions of section 134 (3) (n) and read with all
other applicable provisions of the Companies Act, 2013 and the
Companies (Accounts) Rules, 2014 (including any statutory
modification(s) or re-enactment thereof for the time being in force)
and Clause 49 of the Listing Agreement the Risk management is Not
applicable to the Company
AUDITORS:
Pursuant to the provisions of Section 139(2) of the Companies Act,
2013, the Statutory Auditor M/s. Rakesh S Jain & Associates, Chartered
Accountant, Hyderabad, as the Statutory Auditors of the Company to hold
office from conclusion of this Annual General Meeting for a period of 2
years in accordance with the Act, subject to the ratification of
shareholders at every Annual General Meeting. The Company is in
receipt of confirmation from the Statutory Auditor that in the event of
his re- appointment as Statutory Auditor at the ensuing Annual General
Meeting, such appointment will be in accordance with the limits
specified in Section 141 of the Companies Act, 2013.
The Notes on Financial Statements referred to in the Auditors' Report
are self-explanatory and do not call for any further comments. There
are no qualifications in the report of the statutory auditors for the
year 2014-15.
RELATED PARTY TRANSACTIONS
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. 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.
All related party transactions are placed before the Audit Committee as
also the Board for approval. Prior omnibus approval of the Audit
Committee is obtained as per Clause 49 of the Listing Agreement for the
transactions which are of a foreseen and repetitive nature. The Company
has developed a Policy on Related Party Transactions for the purpose of
identification and monitoring of such transactions.
The Policy on Related Party Transactions as approved by the Board is
uploaded on the website of the Company. The particulars of contracts or
arrangements with related parties referred to in sub-section (1) of
Section 188 of the Companies Act, 2013 is referred in Notes to
Accounts.
INTERNAL AUDITOR:
The Board of Directors based on the recommendation of the Audit
Committee has re-appointed M/s. VNS Srinivasa Rao, Chartered
Accountants, Hyderabad, as the Internal Auditors of your Company. The
Internal Auditors are submitting their reports on quarterly basis.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not provided any loan to any person or body corporate
or given any guarantee or provided security in connection with such
loan or made any investment in the securities of anybody corporate
pursuant to Section 186 of the Companies Act, 2013. The Company has
given advance against salary to some employees in terms of the
applicable policies of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
A Statement of particulars of the conservation of energy, technology
absorption and foreign exchange earnings and outgoings is given as
required under the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, is enclosed as Annexure A.
MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to the provision of clause 49 of the listing agreement a
report on Management Discussion & Analysis is set out as an Annexure B.
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 K.Malleshwari Company
Secretaries in Practice to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report is annexed herewith as "Annexure
C" to this report.
CORPORATE GOVERNANCE:
The Company has been making every endeavor to bring more transparency
in the conduct of business. As per the requirements of Listing
Agreement with the Stock Exchanges, a compliance report on corporate
Governance for the year 2014-2015 and a certificate from the Auditors
of the Company are furnished as a part of this Annual Report "Annexure
D".
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form
MGT - 9 is annexed herewith as "Annexure E" to this report.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 (1)
of The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company is herewith annexed
as 'Annexure F' to this report and Rule 5 (2) Of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, No
employee of your company is in receipt of remuneration exceeding Rs.5,
00,000 per month or Rs. 60, 00,000 per annum during the Financial Year
LISTING FEE:
Your Company's shares are presently listed and traded on the BSE
Limited; Your Company is regular in paying the listing fee to the BSE
Limited.
BOARD MEETINGS:
The Company has conducted 6 board meetings during the year on following
dates with a gap not exceeding 4 months between any two meetings
30.05.2014, 14.08.2014, 29.09.2014, 13.11.2014, 13.02.2015, 31.03.2015
ACKNOWLEDGEMENTS:
Your Directors place on record their appreciation and gratitude for the
continuous support and assistance extended by all the Statutory
Authorities. The Board also extends its heartfelt gratitude to the
Creditors and Shareholders for the confidence reposed by them in the
Company. Your Directors also place on record their sincere appreciation
for the continued contributions made by the employees at all levels.
By order of the Board
FOR SOURCE INDUSTRIES (INDIA) LIMITED
Sd/-
LALIT KUMAR GUPTA
Managing Director
Place: Hyderabad
Date: 12th August 2015
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