Mar 31, 2015
Dear Members,
The Directors are pleased to present the Twenty Fifth Annual Report
together with the Audited Financial Statements of the Company for the
financial year ended 31st March, 2015.
1. FINANCIAL RESULTS
The Financial Results of the Company for the year ended 31st March,
2015 are as follows:-
31st March, 31st March,
2015 2014
(Rs.) (Rs.)
Turnover 25,844,000 34,582,298
Profit/(Loss) After Tax (13,304,000) 46,233
Less/Add: Balance brought forward (25,036,679) (25,082,912)
Balance carried to the Balance Sheet (38,340,679) (25,036,679)
2. DIVIDEND
In view of the losses, no dividend is recommended for the year under
review.
3. OPERATIONS AND FUTURE PROSPECTS
As mentioned under Note No. 18-B-lof Notes on Accounts-, your Company
is facing substantial Income Tax Liabilities which are being contested
at ITAT level. Management thought it prudent to undertake fresh
substantial business activities once the Income Tax matter is settled.
4. SUBSIDARIES AND JOINT VENTURES
There are no Subsidiaries and Joint ventures of the Company.
5. REPORTS ON MANAGEMENT DISCUSSION, ANALYSIS AND CORPORATE GOVERNANCE
As required under the Listing Agreement with Bombay Stock Exchange
("Listing Agreement"), Management Discussion, Analysis and Corporate
Governance Report are annexed as Annexure 1 and Annexure 2 respectively
to this Report.
6. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provisions of Section 135 of the Companies Act, 2013 ("the Act") read
with the Companies (Corporate Social Responsibility Policy) Rules, 2014
are not applicable to the Company.
7. DIRECTORATE
Pursuant to the provisions of the Act, Shri Ashok Kumar Sanghi retires
by rotation at the ensuing Annual General Meeting, and being eligible,
offers himself for re-appointment. Further, the Company has not
appointed any whole-time key managerial personnel as per the provisions
of Section 203 of Companies Act, 2013 during the financial year under
review.
8. EXTRACT OF THE ANNUAL RETURN
Extract of the annual return for the Financial Year ended on 31st
March, 2015 as required by Section 92(3) of the Act is annexed as
Annexure 3 to this report.
9. NUMBER OF BOARD MEETINGS
During the year four Board Meetings were held. The details of the Board
meetings are provided in the Corporate Governance report. The
intervening gap between the meetings was within the period prescribed
under Companies Act, 2013.
10. DIRECTORS RESPONSIBILITY STATEMENT
As required under the provisions of Section 134 of the Act, your
Directors report that:
(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; and
(e) the directors, have laid down internal financial Controls to be
followed by the Company and that such internal financial controls are
Adequate and are operating effectively.
(f) the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
11. DECLARATION BY INDEPENDENT DIRECTORS
The following Directors are independent in terms of Section 149 (6) of
the Act and Clause 49 of the Listing Agreement:
i. Shri M.K.Saboo
ii. Shri K. Udaykumar
The Company has received declarations/ confirmations from both the
Directors confirming their independence.
12. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The requisite details as required by Section 134 (3)(e), Section 178(3)
& (4) and Clause 49 of the Listing Agreement are annexed as Annexure 4
to this Report.
13. RESERVES AND SURPLUS
In view of heavy losses and non-availability of surplus, no amount has
been allocated to reserves.
14. STATUTORY AUDITORS AND AUDIT REPORT
There are Qualifications made by the Auditors in their report in point
no. 2-g-ii on the Financial Statement of the Company for the Financial
Year ended 31st March, 2015. In that regards Directors would like to
state the activities in Future market was mostly pertaining to shares
in the Company's stock and it was more like hedging activity.
15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186
OF THE ACT
Particulars of loan given and of the investments made by the Company as
at 31st March, 2015 are given in the Notes forming part of the
Financial Statements. During Financial Year under review the Company
has not made any investments.
16. SECRETARIAL AUDIT
Pursuant to Section 204 of the Act, the Secretarial Audit Report for
the Financial Year ended 31st March, 2015 given by Shri R. K. Agrawal &
Associates, Practising Company Secretary is annexed as Annexure 5 to
the Report.
As regards the observation made in the said Secretarial Audit Report,
Directors would like to explain as below:
i. Regarding non appointment of whole-time key managerial personnel it
is hereby stressed that the Company's financial position do not permit
the same as it is virtually out of business due to prolonged Income tax
matter. As soon as the same is resolved, Directors would make all out
efforts to generate the resources & bring the Company on its feet and
with proper managerial personnel.
17. RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties for the year under review
were on arm's length basis and in the ordinary course of business and
as such provisions of Section 188 of the Companies Act, 2013 are not
attracted. Thus disclosure in Form AOC-2 is not required. Further there
are no material related party transactions during the year under review
with the Promoters or Directors.
18. STATE OF COMPANY'S AFFAIRS
The state of the Company's affairs is given under the heading
"Operations and Future Prospects" and various other headings in the
Report and in Management Discussion and Analysis Report which is
annexed to the Directors' report.
19. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of
the Company have occurred between the end of the financial year to
which the financial statements relate and the date of this Directors'
Report.
20. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
Additional information on conservation of energy, technology
absorption, foreign exchange earnings and outgo as required, to be
disclosed in terms of Section 134 of the Act, read with The Companies
(Accounts) Rules, 2014 is annexed as Annexure 6 to this Report.
21. RISK MANAGEMENT POLICY
The Company has a structured risk management policy. The Risk
management process is designed to safeguard the organization from
various risks through adequate and timely actions. It is designed to
anticipate, evaluate and mitigate risk in order to minimize its impact
on the business. It is dealt with in greater details in the management
discussion and analysis Section.
22. ANNUAL PERFORMANCE EVALUATION
In compliance with the provisions of the Act and Clause 49 of the
Listing Agreement, the performance evaluation was carried out as under:
Board:
In accordance with the criteria suggested by the Nomination and
Remuneration Committee, the Board of Directors evaluated the
performance of the Board, having regard to various criteria such as
Board composition, Board processes, Board dynamics etc. The Independent
Directors, at their separate meetings, also evaluated the performance
of the Board as a whole based on various criteria. The Board and the
Independent Directors were of the unanimous view that performance of
the Board of Directors as a whole was satisfactory.
Committees of the Board:
The performance of the Audit Committee, the Nomination and Remuneration
Committee and the Stakeholders Relationship Committee was evaluated by
the Board having regard to various criteria such as committee
composition, committee dynamics, etc. The Board was of the unanimous
view that all the committees were performing their functions
satisfactorily and according to the mandate prescribed by the Board
under the regulatory requirements including the provision of the Act,
the Rules framed there under and the Listing Agreement.
Individual Directors:
a) Independent Directors: In accordance with the criteria suggested by
the Nomination and Remuneration Committee, the performance of each
independent director was evaluated by the entire Board of directors
(excluding the director being evaluated) on various parameters like
engagement, leadership, analysis, decision making, communication,
governance and interest of stakeholders. The Board was of the unanimous
view that each independent director was a reputed professional and
brought hisher rich experience to the deliberations of the Board. The
Board also appreciated the contribution made by all the independent
directors in guiding the management in achieving higher growth and
concluded that continuance of each independent director in the Board
will be in the interest of the Company.
b) Non-Independent Directors: The performance of each of the
non-independent directors (including the chair person) was evaluated by
the Independent Directors at their separate meeting. Further, their
performance was also evaluated by the Board of Directors. The various
criteria considered for the purpose of evaluation included leadership,
engagement, transparency, analysis, decision making, functional
knowledge, governance and interest of stakeholders. The Independent
Directors and the Board were of the unanimous view that each of the
non-independent directors was providing good business and people
leadership.
23. DEPOSITS
The Company has not accepted or continued any public deposits as
contemplated under Chapter V of the Act.
24. DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The requisite details relating to ratio of remuneration etc. as
stipulated under the above Rules are annexed as Annexure 7 to this
Report.
25. DISCLOSURE UNDER RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT
AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The requisite details relating to the remuneration of the specified
employees covered under the above Rules are annexed as Annexure 8 to
this Report.
26. ORDERS BY REGULATORS, COURTS OR TRIBUNALS
No significant and material orders were passed by any regulator or
court or tribunal impacting the going concern status and the Company's
operations in future.
27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The existing internal financial controls are commensurate with the
nature, size, complexity and the business processes followed the
Company. They have been reviewed and found generally satisfactory by an
independent expert on the following key control matrices:
1. Entity level controls
2. Financial controls and
3. Operational controls
Which included authority and organization matrix, standard operating
procedures, risk management practices, compliance framework within the
organization, ethics and fraud risk management, management information
system, self-assessment of control point, business continuity and
disaster recovery planning, budgeting system, etc.
28. AUDITORS
At the 24th Annual General Meeting held on 23rd August, 2014, the
members approved appointment of M/S Vivek Agrawal & Co., Chartered
Accountants, Mumbai (Registration No. 129058W) to hold office from the
conclusion of the 24th Annual General Meeting until the conclusion of
the Annual General Meeting to be held in the year 2017, (subject to
ratification of the appointment by the Members, at every Annual General
Meeting held after the 24th Annual General Meeting) on such
remuneration as may be fixed by the Board, apart from reimbursement of
out of pocket expenses as may be incurred by them for the purpose of
audit.
29. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
Since there is no employee in the Company the above disclosure stands
not applicable.
For and on behalf of the Board,
Place: Mumbai (A.K Sanghi)
Date: 18/07/2015 Director
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the Twenty Fourth Annual
Report together with the Audited Statement of Accounts of the Company
for the year ended 31st March 2014.
FINANCIAL RESULTS
The financial results of the Company for the year ended 31st March 2014
are as follows:-
31st March 2014 31st March 2013
(Rs) (Rs.)
Turnover 3,45,82,298 3,23,34,505
Profit /(Loss) After Tax 46,233 (10,44,528)
Less/Add: Balance brought forward (2,50,82,912) (240,38,384)
Balance carried to the Balance Sheet (2,50,36,679) (2,50,82,912)
DIVIDEND
In view of earlier losses, no dividend is recommended for the year
under review.
OPERATIONS & FUTURE PROSPECTS
As mentioned under Notes on Accounts, your company is facing
substantial Income Tax Liabilities which are being contested at appeal
level. Management thought it prudent to undertake fresh substantial
business activities once the Income Tax matter is settled and required
working capital organized.
FIXED DEPOSTIS
The Company is not having any deposit
PARTICULARS OF EMPLOYEES
There are no employees in respect of whom particulars as required under
Section 217(2A) of the Companies Act, 1956 need to be disclosed in the
Directors'' Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars required to be disclosed in accordance with the Companies
(Disclosure of particulars in the Report of the Board of Directors)
Rules, 1988 are not applicable to the Company.
DIRECTORS RESPONSIBILITY
Yours Directors confirm the following Directors'' Responsibility
statement pursuant to provisions of section 217(2AA) of the Companies
Act, 1956:
a) in the preparation of Annual accounts for the year ended 31st March
2014 the company has followed the applicable accounting standards with
proper explanations relating to material departures, if any:
b) Appropriate accounting policies have been selected and applied
consistently and judgment and estimates are made prudently and
reasonably so as to give a true and fair view of the state of affairs
of the company as at 31st March 2014 and of the Profit/ loss of the
company for that year.
c) Proper and sufficient care has been taken for maintenance of
adequate accounting records in accordance with the applicable
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d) The Annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE
The Report on Managements Discussion and Analysis and Report on
Corporate Governance are forming part of Directors Report and are
annexed as Annexure"A"
As required by the Listing Agreement an Auditors Report on Corporate
Governance is also attached to the said Report
CASH FLOW STATEMENT
As required under Clause 32 of the Listing Agreement with the stock
Exchanges, a Cash Flow Statements is attached to the Balance Sheet,
along with Auditors Certificate.
DEMATERIALISATION OF EQUITY SHARES
The Company''s shares are under dematerialization by NSDL/ CDSL under
ISIN-INE998M01012 DIRECTORS
In accordance with the Companies Act, 1956 and the Articles of
Association, Shri K. Udaykumar retires by rotation and being eligible
offers herself for reappointment.
AUDITORS REPORT
The Auditors in their Report have referred to notes forming parts of
accounts. The said notes are self explanatory.
AUDITORS
M/s Vivek R. Agarwal & Co., Chartered Accountants, Mumbai, who retire
at the ensuing Annual General Meeting, being eligible, have given their
consent for reappointment. The Directors recommend for their
reappointment.
For and on behalf of Board
Place: Mumbai A K SANGHI
Date: 12.07.2014 (Director)
Mar 31, 2010
The Directors have pleasure in presenting the Twentieth Annual Report
together with the Audited Statement of Accounts of the Company for the
year ended 31st March 2010.
FINANCILAL RESULTS
The financial results of the Company for the year ended 31st March 2010
are as follows:-
31st March 2010 31st March 2009
(Rs) (Rs)
Turnover 18,335,406 4,852,018
Profit/(Loss) After Tax 255,589 (286,829)
Less/Add: Balance brought (21,684,311) (21,397,482)
forward
Balance carried to the Balance (21,428,722) (21,684,311)
Sheet
DIVIDEND
In view of earlier losses, no dividend is recommended for the year
under review.
OPERATIONS & FUTURE PROSPECTS
As mentioned under Notes on Accounts, your company is facing
substantial Income Tax Liabilities which are being contested at appeal
level. Management thought it prudent to undertake fresh substantial
business activities once the Income Tax matter is settled and required
working capital organized.
FIXED DEPOSTIS
The Company is not having any deposit
PARTICULARS OF EMPLOYEES
There are no employees in respect of whom particulars as required under
Section 217(2A) of the Companies Act, 1956 need to be disclosed in the
Directors Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANE EARNINGS
AND OUTGO
Particulars required to be disclosed in accordance with the Companies
(Disclosure of particulars in the Report of the Board of Directors)
Rules, 1988 are not applicable to the Company.
DIRECTORS RESPONSIBILITY
Yours Directors confirm the following Directors Responsibility
statement pursuant to provisions of section 217(2AA)of the companies
Act, 1956:
a) in the preparation of Annual accounts for the year ended 31st March
2010 the company has followed the applicable accounting standards with
proper explanations relating to material departures, if any:
b) Appropriate accounting policies have been selected and applied
consistently and judgment and estimates are made prudently and
reasonably so as to give a true and fair
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