The Management Discussion and Analysis forms an integral part of this report and gives
details of the overall industry structure, economic developments, performance and state of
affairs of your Companys various businesses viz., the decorative business, international
operations, industrial and home improvement business, internal controls and their
adequacy, risk management systems and other material developments during the Financial
Year 2016-17.
Public Deposit
The Company has neither accepted nor renewed any deposits during the Financial Year
2016-17 within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules , 2014 (including any statutory modification(s)
or re-enactment(s) for the time being in force).
Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 of the Companies Act, 2013 and
Articles of Association of the Company, Ms. Hema Kedia (DIN07146567) is liable to retire
by rotation at the ensuing Annual General Meeting, but being eligible offers herself for
re-appointment. The Board recommends her reappointment..
As required under Securities and Exchange Board of India (Listing Obligations and
Disclosure Re- - quirements) Regulations, 2015, the information on the particulars of the
Directors proposed for ap- pointment/re-appointment has been given in the Notice of the
Annual General Meeting.
Number of meetings of the Board of Directors During the Financial Year 2016-17, the
Board of Directors met 4 times on the following dates:
| April to June 2016 |
July to September 2016 |
October to December 2016 |
January to March 2017 |
| 30-6-2016 |
1.9.2016 |
31.12.201S |
31.3.2017 |
The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013. All material information was circulated to the directors before the
meeting or placed at the meeting, including minimum information required to be made
available to the Board.
Audit Committee
During the Financial Year 2016-17, 4 Meetings of the Audit Committee of the Company
were held i.e. on 20.6.2016, 21.8.2016, 21.12.2016 & 21.3.2017
Independent Directors Meeting:
As per Clause 7 of the Schedule IV of the Companies Act (Code for Independent
Directors), a separate meeting of the Independent Directors of the Company (without the
attendance of Non-Independent Directors) was held on 5.6.2016 & 10.12.2016
inter-alia, to discuss:
• Evaluation of the performance of Non Independent Directors and the Board of
Directors as a whole.
• Evaluation of the performance of the Chairman of the Company, taking into
account the views of the Executive and Non-Executive Directors.
• Evaluation of the quality, content and timelines of flow of information between
the Management and the Board that is necessary for the Boardto effectively and reasonably
perform its duties.
Directors Responsibility Statement
In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, the
Directors to the best of their knowledge ability hereby state and confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanations 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 of the company for the 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 internal financial controls to be followed by the Company were laid down and
such internal financial controls were adequate and were operating effectively; and
(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
Statutory Auditors
Pursuant to Section 139(2) of the Companies Act, 2013, read with the Companies (Audit
and Auditors) Rules, 2014, the Company had appointed M/s.
Rahul Jain & Co, Chartered Accountants (FRN- 013173S) up to the conclusion of 45th
Annual General Meeting to be held in the year 2017. The present term of M/s M/s. Rahul
Jain & Co, Chartered Accountants, would expires at the conclusion of the ensuing
Annual General Meeting.
On the basis of recommendation of Audit Committee, the Board of Directors of your
Company has proposed the appointment of Mr. Arun Kumar Malani, Chartered Accountant, (Firm
Registration NO.000561N) as the Statutory Auditors of the Company to hold office from the
conclusion of this 45th Annual General Meeting until the conclusion of 50th Annual General
meeting.
Auditors Report
The comments on the statement of accounts referred to in the report of the Auditors are
self-explanatory. As regard to the Auditors observations, the relevant note in the
significant Accounting Policies, notes on accounts and order disclosures are
self-explanatory.
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 Ramesh Atluri; a Practicing Company Secretary (FCS NO 30844, CP 16418) to
undertake the Secretarial Audit of the Company for the Financial Year ended 31st March,
2017. The Secretarial Audit Report (in Form MR-3) is annexed as Annexure-C hereto and
forms a part of this report.
Secretarial Auditors have made the observations and the responses of your Directors
with respect to the same are as follows:
A) During the Period Company had not appointed the Company Secretary.
The response of your Directors:
Your Directors would like to apprise you that the Company had made sincere efforts for
appointment of the Company Secretary, but no suitable candidate is available. Your
Directors ensure that the Company will appoint Company Secretary very soon.
Transfer of unclaimed dividend to Investor Education 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.
Transfer to Reserves
The company has not transferred any amount to General Reserve Fund during the Financial
Year under review.
Change in the nature of business, if any
There was no Change in the nature of business of the Company during the Financial Year
ended March 31, 2017.
Share Capital
During the year under review, the Issued, Subscribed and paid up Equity Share Capital
of the Company was ? 2,94,21,500/-
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 Seat Equity shares in accordance with the provisions of
Section 54 of the Companies Act, 2013 read with Rule 8 of the Companies (Share Capital and
Debentures) Rules, 2014 during the year under review.
c. Bonus Shares
The Company has not issued any Bonus shares in accordance with the provisions of
Section 63 of the Companies Act, 2013 read with Rule 14 of the Companies (Share Capital
and Debentures) Rules, 2014 during the year under review.
d. Employees Stock Option Plan
The Company has not provided any Stock Option Scheme to its employees during the year
under review.
Material Changes and Commitment if any affecting the Financial Position of the company
occurred between the end of the Financial Year to which this Financial Statements relate
and the date of this Report.
No material changes and commitments affecting the financial position of your Company
have occurred between the end of the Financial Year to which the Financial Statements
relate and on the date of this report.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
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 are provided herein
below:-
Conservation of Energy
• The Company is engaged in providing the financial services and such operations
do not account for substantial energy consumption. However, the Company is taking all
possible measures to conserve energy. Several environment friendly measures have been
adopted by the Company such as:
• Installation of TFT monitors that save the power.
• Automatic power shut down of the monitors.
• Creating environmental awareness by way of distribution information in
electronic form.
• Minimizing Air conditioning usage.
• Shutting off all the lights when not in use.
• Education and awareness programs for the employee.
The management frequently, puts circulars on the corporate intranet for the employees,
educating them on ways and means to conserve electricity and other natural resources and
ensures strict compliance with the same.
Technology Absorption:
The management understands the importance of technology in the business segment in
which the Company works and lays utmost emphasis on the system development and innovation
with the use of new technological advancement. During the year under review the Company
has installed several software and this efforts will reduce the unnecessary usage of paper
and manpower.
Foreign Exchange Earnings and outgo During the year under review, the Company did
not have any Foreign Exchange Earnings and Outgo.
Statement concerning development and implementation of Risk Management Policy of the
Company In todays economic environment, Risk Management is very important part of the
business. The main aim of risk management is to identify, monitor and take precautionary
measures in respect of the events that may pose risk for the business. Your Company
recognizes risk management as an integral component of good corporate governance. The
company has developed and adopted a risk management policy.
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 provisions of Section 135 of the Companies Act, 2013 relating to
Corporate Social Responsibility are not applicable.
Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies
Act, 2013
The Company has given loans, guarantees and investments made during the financial year
under review in compliance with the provisions of Section 186 of the Companies Act, 2013
Particulars of Contracts or Arrangements made with Related Party Transactions
All related party transactions that were entered into during the Financial Year were on
arms length basis and were in the ordinary course of the busi- . ness. There was no
materially significant related party transaction made by the Company with Promoters, Key
Managerial Personnel or other designated persons which may have potential conflict with
interest of the Company at large.
The particulars of Contracts or Arrangements with Related Parties referred in Section
188 (1) of the Companies Act, 2013 in Form No. AOC-2 are attached as Annexure-B
Suitable disclosure as required by Accounting Standards (AS-18) has been made inthe
Notes to the Financial Statements.
Details of significant and Material Orders passed by the Regulators, Courts and
Tribunal:
No significant and material order has been passed by the Regulators, Courts and
Tribunals impacting the going concern status and Companys operations in future.
Annual Return
The details forming part of 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 annexed herewith as Annexure-A of this Report.
Particulars of Employees and related disclosures There was no employee in the
Company who was in receipt of the remuneration in excess of Rs.60 Lakhs, if employed
throughout the year or Rs.5 Lakh per month, if employed for the part of the financial year
or received remuneration in excess of that drawn by the Managing Director / Whole Time
Director / Manager and holding 2% or more equity share capital of the company (himself
along with and dependent children), and therefore, no disclosure is required to be made
under Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
Ratio of remuneration
The Company has not paid any remuneration to its Directors, and therefore, information
relating to remuneration of Directors of the Company as required under Section 197 (12) of
the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is not applicable.
Declaration by Independent Director(s):
All 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.
Criteria for Evaluation of Directors
For the purpose of proper evaluation, the Directors of the Company have been divided in
3 (three) categories i.e. Independent, Non-Independent and Non-Executive and Executive.
The criteria for evaluation includes factors such as engagement, strategic planning and
vision, team spirit and consensus building, effective leadership, domain knowledge,
management qualities, team work abilities, result/achievements, understanding and
awareness, motivation/ commitment/ diligence, integrity/ ethics/ value and openness/
receptivity.
Listing
The securities of the company listed at Bombay Stock Exchange Limited, but suspnded due
to non payment listing fees.
Disclosure as per Sexual Harassment of women at workplace (Prevention, Prohibition and
Redressal) Act, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a
policy on prevention, prohibition and Redressal of sexual harassment at workplace in line
with the provisions of Sexual Harassment of Women at Workplace (Pre
vention, Prohibition and Redressal) Act, 2013 and the rules framed there under. No
complaint has been received for sexual harassment of women at work place by the Company
during the financial year 2016-17
OPERATIONS BIFR:
(BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION) The case is pending before the BIFR
Acknowledgements
The Board places on record its appreciation for the continued co-operation and support
extended to the Company by customers, vendors, bankers, stock exchanges, other regulatory
authorities, depositories, auditors, legal advisors, consultants business associates,
state government, local bodies and all the employees with whose help, co-operation and
hard work the Company is able to achieve the results.
The Board deeply acknowledges the trust and confidence placed by the customers of the
Company and all its shareholders.
|
On behalf of the Board |
|
Sd/- |
| Place: Hyderabad |
UMESH KEDIA |
| Date: 02-09-2017 |
Chairman & Managing Director |
+91-9892691696
