To the Members,
Your Directors have pleasure in submitting their Twenty Eighth Annual Report of the
Company together with the Audited Statements of Accounts for the year ended 31st March
2016.
1. FINANCIAL RESULTS
The Companys financial performance for the year under review along with previous
years figures are given hereunder:
| Particulars |
FYE March |
FYE March |
|
31, 2016 |
31, 2015 |
| Net Sales /Income from Business Operations |
- |
- |
| Other Income |
17.13 |
22.67 |
| Total Income |
17.13 |
22.67 |
| Less Interest |
3.21 |
62.52 |
| Profit before Depreciation |
(255.63) |
(116.84) |
| Less Depreciation |
20.37 |
20.37 |
| Profit after depreciation and Interest |
(276.00) |
(137.21) |
| Less Current Income Tax |
- |
- |
| Less Previous year adjustment of Income Tax |
- |
- |
| Less Deferred Tax |
- |
- |
| Net Profit after Tax |
(276.00) |
(137.21) |
| Dividend (including Interim if any and final ) |
- |
- |
| Net Profit after dividend and Tax |
(276.00) |
(137.21) |
| Amount transferred to General Reserve |
- |
- |
| Balance carried to Balance Sheet |
(276.00) |
(137.21) |
| Earnings per share (Basic and Diluted) |
(1.78) |
(0.90) |
2. DIVIDEND
No Dividend was declared for the current financial year due to loss incurred by the
Company.
3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was
no dividend declared and paid last year.
4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
During the year under review, the Company did not carry out any production activity,
the factory being closed with effect from June 26, 2008.
The management continues to explore various options for restructuring the business and
finances of the Company, including the recommencement / relocation of its manufacturing
operations. As a part of the restructuring efforts, the Company had earlier entered into
an arrangement for the assignment of the leasehold rights of its land. However, certain
issues have affected its implementation and the management is pursuing the matter.
The validity of the closure declared by the Company with effect from June 26, 2008,
under the relevant provisions of The Industrial Disputes Act, 1947, had been challenged
before the Industrial Court by the employees union. During the year the Company arrived
at a settlement with the employees union on the compensation payable to its erstwhile
workmen employees following the closure of operations and the said settlement has been
filed before the Honble Lok Adalat. The agreed dues of the said workmen shall be paid on
receipt of funds from the party with whom the agreement for assignment of land has been
entered into.
Navi Mumbai Municipal Corporation had issued a Warrant of Attachment on May 9, 2016 on
account on non-payment of property tax including penal charges. The warrant restrains the
Company from transferring or creating any charge on the Companys property without the
permission of the Municipal Commissioner. The Company has replied to the said warrant
explaining the circumstances resulting in the default as also the injunction of the Bombay
High Court in the ongoing matter relating to public debentures. The full claim of NMMC
(including penal charges) has already been provided in the books of accounts. Management
is requesting the Corporation to consider waiver of penal charges considering the fact of
closure of operations. The Net Worth of the Company has been fully eroded and is negative
as on March 31, 2016. The management had been advised that since certain conditions as per
the Sick Industrial Companies (Special Provisions) Act, 1985 were not being met, the
Company was not eligible to a make reference to BIFR. The 27th Annual General Meeting of
the Company, ordinarily due to be held by 30th September, 2015 was held on November 27,
2015 (adjourned date) after obtaining requisite approval from the Registrar of Companies.
The extension had to be sought on account of cash flow constraints and shortage of staff
required to meet additional disclosure and other requirements as per Companies Act, 2013.
5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statements relate
on the date of this report.
6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO
As the company has not carried on any production or related operational activities, the
information pertaining to conservation of energy, technology absorption, foreign exchange
earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable. The Company has
neither earned nor spent any foreign exchange during the reporting period.
7. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF
THE COMPANY
Considering the absence of production operations following closure of its plant, the
Company has not devised any risk management policy for the time being.
8. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE
SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable.
9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
There were no loans, guarantees or investments made by the Company under Section 186 of
the Companies Act, 2013 during the year under review and hence the said provision is not
applicable.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There was no contract or arrangements made with related parties as defined under
Section 188 of the Companies Act, 2013 during the year under review.
11. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The Board has appointed Mr. Abbas Lakdawala (Practising Company Secretary, C.P. No.
4052), to conduct the Secretarial Audit for the financial year 2015-16. The explanations
/comments made by the Board relating to the qualifications, reservations or adverse
remarks made by the Statutory Auditors and the Secretarial Auditor in their respective
reports furnished as Annexure II and III are attached to this report. Secretarial Audit
Report is given in Annexure IIIA.
12. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES
The Companys Policy relating to appointment of Directors, payment of Managerial
remuneration, Directors qualifications, positive attributes, independence of Directors
and other related matters as provided under Section 178(3) of the Companies Act, 2013 is
set out below:
• General understanding of the Companys business dynamics
• Educational and professional background
• Standing in the profession;
• Personal and professional ethics, integrity and values;
• Willingness to devote sufficient time and energy in carrying out his duties and
responsibilities effectively.
• Eligibility as per applicable laws, rules and regulations and the Listing
Agreement, including criteria of independence where applicable
• Remuneration to Directors is as recommended by the Nomination and Remuneration
Committee, approved by the Board / Shareholders as applicable and within the limits
specified under the Companies Act, 2013 and the rules made there under. Due consideration
is also given to the existing size and complexity of the Companys operations and its
financial situation.
13. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule
12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure
IV attached to this Report.
14. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had 5 Board meetings during the financial year under review.
15. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submits its responsibility Statement:-
(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) the directors had 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 and loss of the company for that period;
(c) the directors had 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;
(d) the directors had prepared the annual accounts on a going concern basis;
(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.
Internal financial control means the policies and procedures adopted by the Company for
ensuring the orderly and efficient conduct of its business including adherence to
Companys 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 information;
(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.
16. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company.
17. DEPOSITS
The Company has neither accepted nor renewed any deposits during the year under review.
18. DIRECTORS
Mr. S. P. Gupta (DIN: 00509809) retires at this Annual General Meeting and being
eligible offers himself for re-appointment.
19. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they
fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so
as to qualify themselves to be appointed as Independent Directors under the provisions of
the Companies Act, 2013 and the relevant rules.
20. STATUTORY AUDITORS
M/s Lodha & Co, Chartered Accountants, were appointed as Statutory Auditors for a
period of one year in the Annual General Meeting held on November 27, 2015 (adjourned
date) and will retire at the ensuing Annual General Meeting. They have expressed their
willingness to continue in office if re-appointed. The Company has received a certificate
from the above Auditors to the effect that if they are reappointed, it would be in
accordance with the provisions of Section 141 of the Companies Act, 2013. You are
requested to appoint them and authorize your Directors to fix their remuneration.
21. RISK MANAGEMENT POLICY
Members are requested to refer to paragraph 8 above.
22. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members: a. Ms. Savita Acharya,
Independent Director - Chairman of the Committee b. Shri M. Ghosh, Independent Director c
. Shri R. P. Ganti, Director
The Company has established a vigil mechanism and overseas through the committee, the
genuine concerns expressed by the employees and other Directors. The Company has also
provided adequate safeguards against victimization of employees and Directors who express
their concerns. The Company has also provided direct access to the chairman of the Audit
Committee on reporting issues concerning the interests of co employees and the Company.
23. SHARES
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c . BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
24. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Companies activities during the year under review. Your Directors also acknowledges
gratefully the shareholders for their support and confidence reposed on your Company.
| FOR AND ON BEHALF OF THE |
BOARD OF DIRECTORS |
|
R. P. Ganti |
M. Ghosh |
Savita Acharya |
|
Director |
Director |
Director |
| Date: 20th July 2016 |
|
|
|
| Place: Mumbai |
|
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+91-9892691696
