Dear Members,
Your Directors are pleased to present the 23rd Annual Report of the Company
together with the Audited Financial Statements for the year ended 31st March,
2016.
SUMMARY OF FINANCIAL RESULTS OF THE COMPANY:
(Rs. in Lacs)
| PARTICULARS |
STANDALONE |
|
2015-2016 |
2014-2015 |
| Total Income |
Nil |
Nil |
| Total Expenditure |
506810.09 |
436,630.80 |
| Profit Before Interest and depreciation |
(506810.09) |
(436,630.80) |
| Exceptional Items Bad Debts Written |
675,16,116.00 |
|
| Off |
|
Nil |
| Interest |
NIL |
NIL |
| Tax |
NIL |
NIL |
| Net Profit/(Loss) After Tax |
(68022926.09) |
(436630.80) |
STANDALONE FINANCIAL RESULTS:
Income of the company from operations is NIL. Profit before tax is Rs.(68022926.09)/-
as compared to Rs. (436630.80) /- previous year
TRANSFER TO RESERVES:
The Company has transferred Rs. NIL/- to the General Reserves of the Company for the
financial year 31st March, 2016 as per audited standalone financial statements.
DEPOSITS:
As on 31st March, 2016, the Company held no deposit in any form from anyone.
There were no deposits held by the company as on 31st March, 2016, which were
overdue or unclaimed by the depositors. For the present, the Board of Directors has
resolved not to accept any deposit from public.
MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:
Management’s Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34 (3) read with Schedule Part V of the SEBI (Listing
Obligations and Disclosures Requirements) Regulations, 2015 with Stock Exchange in India,
is presented in a separate Annexure -I forming part of the Annual Report.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There was no change in the nature of business of the Company
MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:
During the year under review, there were no material changes and commitments affecting
the financial position of the Company.
NUMBER OF MEETINGS OF THE BOARD:
The Board met 4 times during the financial year, the details of which are given in the
Corporate Governance Report that forms part of this Annual Report. The intervening gap
between any two meetings was within the period prescribed by the Companies Act, 2013.
INDEPENDENT DIRECTORS DECLARATION:
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing
Obligations and Disclosures Requirements) Regulations, 2015. The Independent Directors
under section 149(6) of the Companies Act, 2013 declared that:
1. They are not promoters of the Company or its holding, subsidiary or associate
company;
2. They are not related to promoters or directors in the company, its holding,
subsidiary or associate company.
3. The independent Directors have /had no pecuniary relationship with company, its
holding, subsidiary or associate company , or their promoters, or directors, during the
two immediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Director has or had pecuniary relationship
or transaction with the company, its holding, subsidiary or associate company, or their
promoters, or directors, amounting to two per cent or more of its gross turnover or total
income or fifty lakh rupees or such higher amount as may be prescribed, whichever is
lower, during the two immediately preceding financial years or during the current
financial year;
5. Independent Director, neither himself nor any of his relatives--
(i) holds or has held the position of a key managerial personnel or is or has been
employee of the company or its holding, subsidiary or associate company in any of the
three financial years immediately preceding the financial year in which he is proposed to
be appointed;
(ii) is or has been an employee or proprietor or a partner, in any of the three
financial years immediately preceding the financial year in which he is proposed to be
appointed, of--
(A) a firm of auditors or company secretaries in practice or cost auditors of the
company or its holding, subsidiary or associate company; or
(B) any legal or a consulting firm that has or had any transaction with the company,
its holding, subsidiary or associate company amounting to ten percent or more of the gross
turnover of such firm;
(iii) Holds together with his relatives two percent. or more of the total voting power
of the company; or
(iv) is a Chief Executive or Director, by whatever name called, of any nonprofit
organization that receives twenty-five percent. or more of its receipts from the company,
any of its promoters, directors or its holding, subsidiary or associate company or that
holds two percent or more of the total voting power of the company;
6. Independent Director possesses such qualifications as may be directed by the Board.
7. The Company & the Independent Directors shall abide by the provisions specified
in Schedule IV of the Companies Act, 2013.
BOARD EVALUATION:
SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 mandates that
the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013
states that a formal annual evaluation needs to be made by the Board of its own
performance and that of its committees and individual directors. The Schedule IV of the
Companies Act, 2013 states that the performance evaluation of independent directors should
be done by the entire Board of Directors, excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole was conducted based on the
criteria and framework adopted by the Board. The Board approved the evaluation results as
collated by the Nomination and Remuneration Committee.
PERFORMANCE OF THE BOARD AND COMMITTEES:
During the year under review, the performance of the Board & Committees and
Individual Director(s) based on the below parameters was satisfactory: (i) All Directors
had attended the Board meetings; (ii) No remunerations have been paid to theExecutive
Directors of the Company. (iii) The Independent Directors contributed significantly in the
Board and committee deliberation and business and operations of the Company and
subsidiaries based on their experience and knowledge and Independent views. (iv) The
Credit Policy, Loan Policy and compliances were reviewed periodically; (v) Risk Management
Policy was implemented at all critical levels and monitored by the Internal Audit team who
places report with the Board and Audit committee.
MEETING OF INDEPENDENT DIRECTORS:
Pursuant of the provision of Section 149 (8) of the Companies Act, 2013 read with
Schedule IV and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015, the Independent Directors of the Company held their meeting on 11th
February, 2016.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The current policy is to have an appropriate mix of executive and independent directors
to maintain the independence of the Board and separate its functions of governance and
management. As on 31st March, 2016, the Board consists of 4 independent
directors.
The policy of the Company on directors’ appointment and remuneration, including
criteria for determining qualifications, positive attributes, independence of a director
and other matters provided under Sub section (3) of Section 178 of the Companies Act,
2013, adopted by the Board and are stated in this Board report. We affirm that the
remuneration paid to the directors is as per the terms laid out in the nomination and
remuneration policy of the Company.
COMMITTEES OF THE BOARD:
Currently, the Board has four Committees: 1) Audit Committee, 2) Nomination and
Remuneration Committee, 3) Stakeholders Relationship Committee, 4) Share Transfer
Committee,
A detailed note on the Board and its Committees is provided under the Corporate
Governance Report that forms part of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE:
Pursuant to the Section 178 of the Companies Act, 2013, the Company has set up a
Nomination and Remuneration and Stakeholders Relationship Committee. A detailed note on
the composition of the Committees is provided in the corporate governance report section
of this Annual Report. The Key Features of the Policy of the said committee are as
follows: For Appointment of Independent Director (ID):
a. Any person who is between the age of 25 years and below 75 years eligible to become
Independent Director(ID);
b. He has to fulfill the requirements as per section 149 of the Companies Act, 2013
read with Clause 49 of the Listing Agreement;
c. Adhere to the code of conduct as per Schedule IV to the Companies Act, 2013;
d. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Trading
policy of the Company;
e. Independent Director should have adequate knowledge and reasonably able to
contribute to the growth of the Company and stakeholders;
f. Independent Director should be able to devote time for the Board and other meetings
of the company;
g. Entitled for sitting fees and reasonable conveyance to attend the meetings; and
h. Able to review the policy, participate in the meeting with all the stakeholders of
the company at the Annual General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the Section 134(3)(c) and Section 134 (5) of the Companies Act, 2013, the
Board of Directors of the Company hereby confirm:
RISK MANAGEMENT POLICY:
The company has developed Risk Management Policy mainly covering the following areas of
concerns
1. Lack of clarity on future Government policies continues to be an area of major
concern for the industry. The exact impact of this cannot be assessed until the proposed
changes are actually introduced and implemented.
2. In line with the overall growth objective and strengthening of infrastructure base,
the Company had invested in Information Technology 3.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In terms of the provisions of Section 177(9) of the Companies Act, 2013, the Company
has implemented a vigil mechanism named Whistle Blower Policy to deal with instance of
fraud and mismanagement, if any, in staying true to our values of Strength, Performance
and Passion and in line with our vision of being one of the most respected companies in
India, the Company is committed to the high standards of Corporate Governance and
stakeholder responsibility.
A high level Committee has been constituted which looks into the complaints raised. The
Committee reports to the Audit Committee and the Board. The Whistle Blower Policy ensures
that strict confidentiality is maintained whilst dealing with concerns and also that no
discrimination will be meted out to any person for a genuinely raised concern.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Board has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the 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 disclosures.
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. To maintain its objectivity and independence, the Internal
Audit function reports to the Chairman of the Audit Committee.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of
internal control system in the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company.
Based on the report of internal audit function, process owners undertake corrective
action in their respective areas and thereby strengthen the controls. Significant audit
observations and recommendations along with corrective actions thereon are presented to
Board.
STATUTORY AUDITORS:
At the Annual General Meeting held on August 28, 2014 M/s. Gattani & Co..,
Chartered Accountants, were appointed as statutory auditors of the Company to hold office
till the conclusion of the Annual General Meeting to be held in the calendar year 2017.
In terms of the first proviso to Section 139 of the Companies Act, 2013, the
appointment of the auditors shall be placed for ratification at every Annual General
Meeting. Accordingly, the appointment of M/s. Gattani & Co., Chartered Accountants, as
statutory auditors of the Company, is placed for ratification by the shareholders.
In this regard, the Company has received a certificate from the auditors to the effect
that if they are re-appointed, it would be in accordance with the provisions of Section
141 of the Companies Act, 2013.
AUDITORS REPORT:
The Auditors have not made any qualification to the financial statement. Their reports
on relevant notes on accounts are self-explanatory and do not call for any comments under
section 134 of the companies Act, 2013.
SECRETARIAL AUDITORS AND THEIR REPORT:
M/s. Satyajit Mishra & Co., Company Secretary in Practice was appointed to conduct
the secretarial audit of the Company for the financial year 2015-16, as required under
Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report
for F.Y. 2015-16 is Annexure-ii to this Board’s Report.
The Board has re-appointed M/s. Satyajit Mishra & Co., Company Secretary in
Practice, as secretarial auditor of the Company for the financial year 2016-17.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS:
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Companys operations in future.
CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
The details of conservation of Energy, Technology Absorption are not applicable in the
case of the company. However the company took adequate steps to conserve the energy and
used the latest technology.
During the year under review there were no foreign Exchange Earnings. The Foreign
Exchange outgo is NIL
RELATED PARTY TRANSACTIONS/CONTRACTS:
The Company has implemented a Related Party Transactions policy for the purposes of
identification and monitoring of such transactions. The policy on related party
transactions is uploaded on the Company’s website.
All related party transactions are placed before the Audit Committee for approval.
Prior omnibus approval of the Audit Committee is obtained on an annual basis which is
reviewed and updated on quarterly basis.
Pursuant to the Section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the
Companies (Accounts) Rules, 2014, the Company has not enter into the contract or
arrangement with related parties referred to in Section 188(1).
The details of such related party transactions are available in the Notes to the
Standalone financial statements section of the Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013
form part of the notes to the financial statements provided in this Annual Report.
HUMAN RESOURCES MANAGEMENT:
We take this opportunity to thank employees at all levels for their dedicated service
and contribution made towards the growth of the company. The relationship with the workers
of the Company’s manufacturing units and other staff has continued to be cordial.
To ensure good human resources management at the company, we focus on all aspects of
the employee lifecycle. During their tenure at the Company, employees are motivated
through various skill-development, engagement and volunteering programs.
In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no
employee(s) drawing remuneration in excess of limits set out in said rules forms part of
the annual report.
EXTRACT OF ANNUAL RETURNS:
Pursuant to the Section 134(3) (a) of the Companies Act, 2013, the details forming part
of the extract of the Annual Return is Form MGT-9 is Annexure-III.
CORPORATE GOVERNANCE:
A Report on Corporate Governance along with a Certificate from M/s. Satyajit Mishra
& Co., regarding compliance with the conditions of Corporate Governance as stipulated
under Clause 49 of the Listing Agreement with Stock Exchange read with the relevant
provisions of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015
forms part of this Report and Annexure-IV to this Board’s Report.
BANK AND FINANCIAL INSTITUTIONS:
Directors are thankful to their bankers for their continued support to the company.
ACKNOWLEDGMENTS:
Your Directors convey their sincere thanks to the Government, Banks, Shareholders and
customers for their continued support extended to the company at all times.
The Directors further express their deep appreciation to all employees for commendable
teamwork, high degree of professionalism and enthusiastic effort displayed by them during
the year.
|
On behalf of the Board of Directors |
| Place: Mumbai |
|
|
| Dated: 27th May, 2016 |
Sd/- |
Sd/- |
|
Brij Kishor Gupta |
Raj Dabriwal |
|
Chairman |
Director |
+91-9892691696
