| Dear Members,
The Directors have pleasure in presenting their Fourth Annual Report
on the business and operation of the Company and the accounts for the
Financial Year ended March 31 st, 2015.
1. Financial Summary or Highlights/Performance of the Company
(Standalone)
Particulars Financial Year ended
31st March, 2015 31st March, 2014
Total Income 2,05,85,676 1,76,30,545
Expenditure 3,46,70,789 2,53,79,955
Profit before Depreciation, 1,03,63,920 1,18,47,608
Finance Charges and Tax
Interest and Finance Charges 38,69,343 37,83,795
Depreciation 2,05,79,690 1,58,13,223
Profit before Tax (1,40,85,113) (77,49,410)
Taxes paid and provided 19,19,990 (4,48,581)
Profit after Tax (1,60,05,104) (73,00,829)
Transferred to Reserves NIL NIL
Proposed Final Dividend NIL NIL
Dividend distribution tax NIL NIL
Balance (credit/debit) to be (1,92,15,531) (1,19,14,702)
carried to balance sheet.
2. Operational Performance
* Revenue from operations has increased during the year Rs.2.05 Cr as
compared to previous year Rs.1.76 Cr.
* The Company has suffered a Loss which has increased by Rs.1.60 Cr in
the Current Year as Compared to Last Year's Loss of Rs.0.73 Cr.
3. Management Discussion & Analysis
The detailed Management Discussion & Analysis Report for the year under
review, as stipulated under Clause 49 of the Listing Agreement is
presented in a separate section forming part of the Annual Report.
4. Dividend
In view of the losses incurred by the Company during the financial year
under review your Directors are unable to recommend any dividend for
F.Y. 2014-2015.
5. Reserves
The Company has not transferred any amount to the Reserves during the
Year under Review.
6. Brief description of the Company's working during the year/State of
Company's affair
The Company is engaged in the Business of Manufacturing of Garments and
trading of Goods. The Company has earned Rent Income and Dividend
Income during the Year under Review.
7. Change in the nature of business, if any
No Changes have occurred in the Nature of the Business during the Year
under Review
8. Material changes and commitments, if any, affecting the financial
position of the company which have occurred between the end of the
financial year of the company to which the financial statements relate
and the date of the report
No Material changes and commitments affecting the financial position of
the company have occurred between the end of the financial year of the
company to which the financial statements relate and the date of the
report.
9. Details of significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and company's
operations in future
No Significant and Material Orders have been passed by the regulators
or courts or tribunals impacting the going concern status and company's
operations in future during the Year under Review.
10. Details in respect of adequacy of internal financial controls with
reference to the Financial Statements.
Your Company has in place adequate internal financial controls with
reference to financial statements. Your Company has adopted the
policies and procedures for ensuring the orderly and efficient conduct
of its business, including adherence to the Company's policies, the
safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records and the
timely preparation of reliable financial disclosures.
11. Details of Subsidiary/Joint Ventures/Associate Companies
As on March 31, 2015 your Company has one Subsidiaries / Associates.
1. Vilco Pharma Pvt. Ltd
No Company has become or has ceased to become a Subsidiary/Associate
Company during the Year under review.
12. Performance and financial position of each of the subsidiaries,
associates and joint venture companies included in the consolidated
financial statement.
The Financial Position of the Associates is annexed to the Boards
Report as Annexure A (AOC-1).
13. Deposits
The Company has not accepted any Deposits within the meaning of section
73 of the Companies Act, 2013 and the Rules made there under. Hence,
there is nothing to Report in this Matter. The Company has however
repaid the Unsecured Loans from Inter-Corporate Deposits.
14. Statutory Auditors
Kanak Rathod & Co Statutory Auditors of the Company hold office until
the conclusion of the ensuing Annual General Meeting and being eligible
to offer themselves for re-appointment.
M/s Kanak Rathod & Co, have furnished a certificate, confirming that if
re-appointed, their re-appointment will be in accordance with Section
139 read with Section 141 of the Act. Pursuant to the provisions of the
Act and the Rules made there under, it is proposed to appoint M/s Kanak
Rathod & Co as the statutory auditors of the Company from the
conclusion of the forthcoming AGM till the conclusion of the next
Annual General Meeting, subject to ratification at every subsequent
Annual General Meeting held after this Annual General Meeting.
Members are requested to consider the re-appointment of M/s Kanak
Rathod & Co and authorize the Board of Directors to fix their
remuneration.
INTERNALAUDITOR:
As per the Companies Act, 2013 every Listed Company shall appoint an
Internal Auditor or a firm of internal auditors within a period of six
months from the date of commencement of Section 139 of the Companies
Act, 2013 i.e. 01.04.2014.
Your Directors have pleasure to intimate you that, your Company has
appointed M/s.O.S. Agarwal & Associates as an Internal Auditor of the
Company for the Financial Year 2014-2015, on the basis of the
recommendation of Audit Committee at the meeting of the Board of
Directors held on 30th May, 2014 in compliance of the provisions of
Section 138 of the Companies Act, 2013 read with Rule 13 of the
Companies (Accounts) Rules, 2013.
Secretarial auditors:
Pursuant to the provisions of Section 204 of the Act and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors of the Company had appointed CS. Milind Nirkhe,
Practicing Company Secretary (Proprietor) , Practicing under the name &
style M/S Milind Nirkhe & Associates, CP No: 2312 to undertake the
Secretarial Audit of the Company for the year ended 31st March, 2015.
The Secretarial Audit Report is annexed as Annexure. The Auditors'
Report and the Secretarial Audit Report for the financial year ended
March 31, 2015 do not contain any qualification, reservation, adverse
remark or disclaimer.
Cost Auditor:
The Company was engaged in trading of Fabrics during the Financial Year
2013-2014 & hence, the Company was not required to appoint the Cost
Auditor for the Financial Year 2014-2015.
15. Auditors' Report
Comments made by the Statutory Auditors in the Auditors' Report are
self- explanatory and do not require any further clarification.
16. Share Capital
The paid up Equity Share Capital as on March 31, 2015 was Rs.
15,28,98,000/- during the year under review. The Company has not issued
any shares.
A) Issue of equity shares with differential rights
The Company has not issued shares with differential voting rights
during the year
B) Issue of sweat equity shares
The Company has not issued employee stock options and does not have any
scheme to fund its employees to purchase the shares of the Company
C) Issue of employee stock options
The Company has not issued sweat equity shares during the year
17. Extract of the annual return
Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies
(Management and Administration) Rules, 2014, the extract of Annual
Return in form MGT.9 is annexed as Annexure I.
18. Conservation of energy, technology absorption and foreign exchange
earnings and outgo
The Information Regarding Conservation of Energy & Technology
Absorption is provided for in Annexure II
Foreign Exchange Earnings and Outgo:
Amount (Rupees)
Total Foreign Exchange Inflow NIL
Total Foreign Exchange outflow NIL
19. Corporate Social Responsibility (CSR)
As a socially responsible Company, your Company has a strong sense of
community responsibility.
The Company however, does not fall within the above Criteria as laid
down by the Act is not required to constitute a CSR Committee. Further
the Company has been suffering a loss for the Last two Years; hence the
Company has not formulated any Policy.
20. Directors:
A) Changes in Directors and Key Managerial Personnel
Appointments andchanges in Designation during the Year under Review.
1) Mr. Kamala Kantilal Haria was appointed as an Additional Director on
31/03/2015 to hold office till the Conclusion of the ensuing Annual
General Meeting of the Company.
B) Declaration by an Independent Director(s) and re- appointment, if
any
The Company has received Declaration from Independent directors
Pursuant to the Provisions of Section 149 sub- section (6) of the
Companies Act, 2013
C) Formal Annual Evaluaation ;
Pursuant to the provisions of the Companies Act, 2013 the Board had
carried out evaluation of its own performance, performance of the
Directors as well as the evaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluation
criteria, procedure and time schedule for the Performance Evaluation
process for the Board, its Committees and Directors. The Board's
functioning was evaluated on various aspects, including inter alia
degree of fulfillment of key responsibilities, Board structure and
composition, establishment and delineation of responsibilities to
various Committees, effectiveness of Board processes, information and
functioning. Directors were evaluated on aspects such as attendance and
contribution at Board/ Committee Meetings and guidance/ support to the
management outside Board/ Committee Meetings. In addition, the Chairman
was also evaluated on key aspects of his role, including setting the
strategic agenda of the Board, encouraging active engagement by all
Board members and motivating and providing guidance to the Managing
Director & CEO. Areas on which the Committees of the Board were
assessed included degree of fulfillment of key responsibilities,
adequacy of Committee composition and effectiveness of meetings. The
performance evaluation of the Independent Directors was carried out by
the entire Board, excluding the Director being evaluated. The
performance evaluation of the Chairman and the Non Independent
Directors was carried out by the Independent Directors who also
reviewed the performance of the Board as a whole. The Nomination and
Remuneration Committee also reviewed the performance of the Board, its
Committees and of the Directors. The Chairman of the Board provided
feedback to the Directors on an individual basis, as appropriate.
Significant highlights, learning and action points with respect to the
evaluation were presented to the Board.
21. Number of meetings of the Board of Directors
The Board of Directors of the Company has met 06 times during the Year
under review
Date of the meeting No. of Directors attended the meeting
30.05.2014 8
21.07.2014 8
14.08.2014 8
14.11.2014 8
14.02.2015 8
16.03.2015 8
22. Audit Committee :
Audit Committee of the Company as constituted by the Board is headed by
Mr. Mohith Suddala as the Chairman with Mr. Kantilal Haria and Mr.
Nitin Oza as Members. There have not been any instances during the year
when recommendations of the Audit Committee were not accepted by the
Board. All the recommendations made by the Audit Committee were
accepted by the Board.
23. Details of establishment of vigil mechanism for directors and
employees
The Company has adopted a Whistle Blower Policy, to provide a formal
mechanism to the Directors and employees to report their concerns about
unethical behaviour, actual or suspected fraud or violation of the
Company's Code of Conduct or ethics policy. The Policy provides for
adequate safeguards against victimization of employees who avail of the
mechanism and also provides for direct access to the Chairman of the
Audit Committee. It is affirmed that no personnel of the Company has
been denied access to the Audit Committee.
24. Nomination and Remuneration Committee
The Nomination and Remuneration Committee has considered the following
factors while formulating the Policy:
(i) 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;
(ii) Relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and
(iii) 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.
25. Policy on prevention, prohibition and redressal of sexual
harassment at workplace:
The Company has zero tolerance for sexual harassment at workplace and
has adopted a Policy on Prevention, Prohibition and Redressal of Sexual
Harassment at the Workplace, in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules there under.
The Company has less than 10 Employees and hence is not required to
constitute the Internal Complaints Committee.
26. Particulars of loans, guarantees or investments under section 186
The Company has given Loans or Guarantees to Material Related Parties
as detailed in Annexure IV.
27. Particulars of contracts or arrangements with related parties:
The Particulars of Contracts or arrangements with related Parties is
provided for in Annexure III (AOC-2)
28. Particulars of Employees
During the financial year under review, none of the Company's employees
was in receipt of remuneration as prescribed under Rule 5 (2) and (3)
of The Companies (Appointment and Remuneration of Managerial Personnel)
Rules. Hence, no particulars are required to be disclosed in this
Report.
The information required under Section 197 (12) of the Act read with
Rule 5 of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is annexed.
The ratio of remuneration of each Director to the Median Remuneration
of all employees who were on the payroll of the Company and the
percentage increase in remuneration of the Directors during the
financial year 2014-15 are given below:
Directors Ratio to Median Percentage Increase in
Remuneration
NIL NIL NIL
Secretarial Audit Report
A Secretarial Audit Report given by M/s Milind Nirkhe & Associates, a
company secretary in practice shall be annexed with the report.
The Following Qualifications have been observed by the secretarial
Auditor during the Audit Period.
Secretarial Auditors Remarks Directors Reply
The Company has not filed Form ADT-1: As reported to us by the
Intimation to the ROC regarding Management of the Company,
Appointment of the Statutory Auditor the Company is in the
,M/s Kanak Rathod & Co, Chartered process of filing the
Accountants for the Financial Year following Forms with ROC/MCA
2014-2015.
The Company does not have any Existing The company belongs to Haria
Website registered and has thus not Group, the Company is in the
Complied with the Requirements which process of developing its web
follow with respect to Disclosures site.
to be made by the Company on its
Registered Website.
The Company has not filed Form MGT-15: As reported to us by the
A Report on each Annual General Meeting Management of the Company, the
of the Company pursuant to the Company is in the process of
provisions of Section 121(1) of filing thefollowing Forms with
the Companies Act, 2013 read ROC/MCA
with Rule 13(2) of the Companies
(Management and Administration) Rules,
2014
The Company has not filed Form MGT-14: As reported to us by the
Appointment of Secretarial Auditor Management of the Company,
& Internal Auditor for the Financial the Company is in the process of
Year 2014-2015 as well as for taking filing the following Forms
on record Quarterly Financial with ROC/MCA
Results for the Quarter ended June
30, 2014 & September, 30, 2014.
Special Resolution passed at the
Annual General Meeting held on
29/09/2014 under Section 180(1)(c)
and 180(1)(a) read with Rules made
there under.
29. Corporate Governance Certificate
Your Company has implemented all the mandatory requirements pursuant to
Clause 49 of the Listing Agreement. A separate report on Corporate
Governance is given as a part of the Annual Report along with the
certificate received from the Practicing Company Secretary, M/s. Milind
Nirkhe & Associates, Company Secretaries, confirming the compliance
30. Risk Management Policy
A statement indicating development and implementation of a risk
management policy for the Company including identification therein of
elements of risk, if any, which in the opinion of the Board may
threaten the existence of the company.
31. Directors' Responsibility Statement
In terms of the provisions of Section 134 (3) (c) and 134 (5) of the
Companies Act, 2013, and to the best of their knowledge
and belief and according to the information and explanations obtained
by them and same as mentioned elsewhere in this
Report, the attached Annual Accounts and the Auditors' Report thereon,
your Directors confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed and that there are no material
departures;
(ii) they have 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 at the end of the financial year and of the profit of the
Company for that period;
(iii) they have taken proper and sufficient care 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) they have prepared the annual accounts on a going concern basis;
(v) they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and
are operating effectively;
(vi) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate
and operating effectively.
32. Acknowledgements
An acknowledgement to all with whose help, cooperation and hard work
the Company is able to achieve the results.
For and on behalf of the Board of Directors
Place:Mumbai
Date: 14/08/2015
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