TO THE SHAREHOLDERS
To
The Members
Your Directors have pleasure in presenting the 31st Annual Report together
with Audited Accounts for the financial year ended 31st March, 2016:
Financial results and Appropriations: (In Lakhs)
| PARTICULARS |
2015-16 |
2014-15 |
| Gross Income |
31.291 |
711.29 |
| Profit before Tax |
-14.26 |
-43.77 |
| Provision for Tax . |
|
|
| Current |
0.00 |
0.00 |
| Deferred |
-10.09 |
-16.46 |
| Fringe Benefit Tax |
0.00 |
0.00 |
| Excess provision of Income |
0,00 |
0.00 |
| Tax relating to previous year |
0.00 |
0.00 |
| Written back |
0.00 |
0.00 |
| Profit after Tax |
-15.28 |
-27.30 |
| Surplus brought forward |
0.00 |
0.00 |
| Profit available for Appropriatio |
0.00 |
0.00 |
| Transfer to General Reserve |
0.00 |
0.00 |
| Dividend |
0.00 |
0.00 |
| Dividend Tax |
0.00 |
0.00 |
| Surplus carried forward |
0.00 |
0.00 |
Company’s Performance
Despite best efforts the company could not generate profits for the year. Due to stiff
competition from domestic and foreign players and builders experiencing build up of
inventory in the form of unsold stock there is lull in the industry. Further, there has
been disruption in business operations due to strike by section of the employees resulting
in drastic reduction in production and sales during the year under review adversely
affecting the cash flow and revenues. However, your directors are confident of turning the
comer during the current year.
Dividend:
Due to loss suffered during the year your directors are not recommending payment of
dividend.
Transfer to reserves:
No amount is being transferred to reserve during the year under review..
Directors:
In accordance with the provisions of the Companies Act, 2013 Mrs.Farah Kamal and
Shri.Akmal Hassan Razvi will retire at the ensuing AGM and being eligible offer themselves
for reappointment.
Corporate Governance:
The Company strives to ensure good Corporate Governance and levels of transparency with
all the provisions of Clause- 49 of the Listing Agreement. A certificate from the Auditors
to this effect forms part of Corporate Governance Report.
Directors Responsibility Statement:
Pursuant to subsection 5 of Section 134 of Companies Act 2013, the Directors confirm
that:
(a) that in the preparation of Annual Accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures;
(b) that the directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are responsible and prudent so as to
give a true and fair view of the state of affairs of the company as at 31st
March, 2016 and of Profit and Loss account for the year ended as on that date.
(c) that the directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, for
safe guarding the assets of the company and for preventing and detecting fraud and other
irregularities;
(d) that the directors have prepared annual accounts on a going concern basis. And
(e) 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.
(f) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
AUDITORS:
M/s.K.S.Aiyar & Co, Chartered Accountants were appointed as Auditors of the Company
for three financial year w.e.f 20142015 to 2016-2017 at the 29th AGM. However,
they have since expressed their inability to continue for the year 20162017. Hence, your
board has recommended appointment of CA Prakash Bhat, Chartered Accountants, Bangalore,
who have since consented to be appointed as statutory auditors of the company.
INTERNAL AUDITORS
M/s.Ahmed & Co, Chartered Accounts were appointed as internal Auditors under
section 138 of the Companies Act, 2013 for the financial year 2015-16.
SECRETARIAL AUDITORS
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 had
appointed Mr.Mohandas, Practicing Company Secretary to undertake the Secretarial Audit off
the Company. The Secretarial Audit Report is enclosed herewith as Annexure-4.
PARTICULARS OF EMPLOYEES:
As required by the provisions of section 197 of the Companies Act, 2013 read with Rule
5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, there are no employees who draw remuneration as set out in the aforesaid
provision of the Companies Act, 2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
INFORMATION UNDER Section 134 of Companies Act, 2013 read with rule 8 (3) of the
Companies (Accounts) Rules 2014 is enclosed as Annexure-2
DEPOSITS:
Your Company has not accepted any deposits within the meaning of Chapter-V of the
Companies Act, 2013 and rules made there under.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company maintains Internal Control Systems commensurate to the nature of its
business and complexity of its operations. These are regularly tested for their
effectiveness by Statutory as well as Internal Auditors.
Industrial Relation:
Industrial relations have been cordial during the year except for a short duration when
some employees resorted to hostility towards the company and its management. However, this
issue was settled amicably.
Forward looking statements:
Statements in this regard that are “forward-looking Statements.” are based on
current expectations and assumptions that are subject to risks and uncertainties. Actual
results could differ materially from those either expressed or implied due to factors such
as Raw material prices, Government policies, competition, tax regime, market acceptance of
new products and services, continued acceptance of existing products and services, changes
in licensing programs, product price discounts, delays in product development and related
product release schedules, sales and vendor channel disruption.
All information in this release is as of May 30. 2016. The Company undertakes no duty
to update any forward looking statement to conform the statement to actual results or
changes in the company’s expectations.
Board Meeting
Five meetings of the Board of Directors were held during the year. For further details,
please refer report on Corporate Governance of this Annual Report.
Declaration of Independent directors.
The Company has received declarations from Independent directors as mentioned in
sub-section (6) of section 149 of the Companies Act, 2013.
Committees
The Company has constituted Audit Committee and Stakeholders Grievance Committee. The
details of the committees are mentioned in Corporate Governance Report.
Vigil Mechanism
The purpose of this policy is to provide a framework to promote responsible and secure
whistle blowing. It is to protect employees wishing to raise a concern about serious
irregularities within the Company.
The Company has vigil mechanism to deal with instance of fraud and mismanagement, if
any. The details of the vigil mechanism is explained in the Corporate Governance Report
and also posted on the website of the Company.
Auditors qualification, reservation or adverse remark or disclaimer.
The Auditors have given a ‘clean report’ without any qualification,
reservation or adverse remark or disclaimer.
Loans, Guarantee & Investment
The Company has not given any loan or guarantee under section 186 of the Companies Act,
2013 during the year 2015-16.
Related party transactions.
All related party transactions that are entered into during the - financial year were
on an arm’s length basis. There are no materially significant related party
transactions made by the 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.
Material changes and commitments affecting the Financial Position.
There are no material changes and commitments affecting he 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.
Risk Management Policy
With regard to risk management policy, the Company is in process of finalization of the
risk management policy. However, this aspect is discussed at the Audit Committee and Board
meetings on regular basis.
Corporate Social Responsibility (CSR)
This provision does not apply to the company. However, your company has been supporting
the needy in educational fields in a small way.
Evaluation of Board Performance
The Board evaluates the performance of executive/non- executive/independent directors
through a peer-evaluation excluding the director being evaluated.
Details of subsidiary, Associate or Joint Venture: NIL
Significant and material orders
There are no significant material orders passed by the Regulators/Courts which would
impact the going concern status of the Company and its future operations.
Internal Complaint Committee under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
The Company has formed the above committee and no complaint was received during the
year 2015-16
Extract of Annual Return
Extract of Annual Return of the Company is annexed herewith as Annexure-5 to this
Report
ACKNOWLEDGEMENTS:
The Directors wish to convey their gratitude for the faith reposed in your company by
SBI, ICICI Bank, employees, dealers, vendors and customers at large.
| Place : Bangalore |
|
| Date 30th May 2016. |
On behalf of the Board |
|
Mustafa Kamal Basha |
|
Chairman& |
|
Managing Director |
+91-9892691696
