Mar 31, 2015
Dear Members,
Your Directors present the Twenty Sixth Annual Report of your Company
with the Audited Annual Accounts for the year ended 31st March, 2015.
1. Financial Results (Rs. in Lacs)
For the year For the year
ended 31st ended 31st
March,2015 March,2014
Total Income 225.27 257.25
Less: Total Expenditure 190.64 239.95
Less: Interest 0.53 2.46
Gross Profit/(loss) 34.10 14.84
Less: Depreciation 4.22 5.57
Less: Provision for Taxation (Net) 9.02 6.92
Other provisions 0.00 0.00
Net Profit after tax 20.86 2.35
Paid up Equity Share Capital 399.90 399.90
(excluding calls in arrears)
Reserves excluding revaluation reserve* 815.53 795.77
Earnings per share (Rs.) 0.52 0.06
* post adjustment for transitional provision for depreciation of fixed
assets of Rs. 1.10 lacs.
3. Dividend and Reserves
Due to inadequate profit, no dividend is recommended and no amount has
been transferred to the general reserve.
4. Directors and Key Managerial Personnel (KMP):
Following changes have occurred during the relevant year in the
composition of Board of Directors and Key Managerial Personnel of your
Company:
i) Directorate:
Shri M.P. Mehrotra resigned as Director w.e.f. 08.09.2014. Shri Gian
Vijeshwar resigned as Director w.e.f. 01.12.2014. Dr. (Mrs.) Sushma
Mehrotra was appointed as Director in casual vacancy caused by the
resignation of Shri M.P. Mehrotra on 12.02.2015 but due to her untimely
demise, she ceased to be director w.e.f. 09.04.2015.
Dr. (Mrs.) Neeraj Arora has been appointed as Additional Director on
29/05/2015. Her candidature for appointment as Director of the Company,
liable to retire by rotation has been proposed by a member. The Board
recommends her appointment as Director of the Company.
ii) Key Managerial Personnel
Shri T. B. Gupta was appointed Managing Director through Special
Resolution passed in previous Annual General Meeting on 27/09/2014 for
a period of three years w.e.f. 30/09/2014 and also receives
remuneration from the holding company i.e. VLS Capital Ltd.
Shri S. P. Singh was appointed as Chief Financial Officer w.e.f.
14/11/2014. Shri R. C. Pandey was appointed as Company Secretary w.e.f.
13/02/2014.
Further, Shri Anurag Bhatnagar - Director, will retire by rotation at
the forthcoming Annual General Meeting and being eligible, offers
himself for re-appointment. The Board recommends his re-appointment.
5. Contracts with Related Party
The summary of related party transactions has been disclosed under note
no. 27 annexed to the balance sheet of the Company as on 31/03/2015.
Disclosure in form no. AOC-2 is enclosed as Annexure-A to this report.
6. Annual Return Extract
The details forming part of the extract of the Annual Return in Form
MGT-9 is annexed herewith as Annexure-B.
7. Corporate Governance and Compliance Certificate
Good governance practices stem from the dynamic culture and positive
mindset of the organisation. The Company is committed to meet the
aspirations of all of the stakeholders. Corporate Governance
encompasses a set of systems and practices to ensure that the Company's
affairs are managed in a manner which ensures accountability,
transparency and fairness in all transactions. The objective is to meet
stakeholders' aspirations and societal expectations. The essence of
Corporate Governance lies in promoting and maintaining integrity,
transparency and accountability in the management's higher echelons.
The revised clause 49 of the listing agreement stipulating
report on corporate governance is not applicable to the Company in
terms of SEBI Circular No CIR/CFD/POLICY CELL/7/2014 dated 15/09/2014.
Hence separate report on corporate governance has been dispensed with.
The Company, however, continues to follow the best corporate governance
practices.
8. Board Meetings
During the year ended 31/03/2015, 4 (Four) Board Meetings were held
with one meeting in every quarter on 28/05/2014, 13/08/2014,
13/11/2014, and 12/02/2015.
9. Composition of Audit Committee
As on 01/04/2014 the Audit Committee comprised Shri P. K. Sharan
(Chairman of the Committee) with Shri R. K. Goswami, Shri K. K. Soni,
Shri Priya Brat and Dr. S. Ramesh as members. Majority of the members
are Independent Directors including Chairman of the committee and
during the year ended 31/03/2015, 4 (Four) Audit Committee Meetings
were held with one meeting in every quarter on 28/05/2014, 13/08/2014,
13/11/2014, and 12/02/2015.
10. Composition of Corporate Social Responsibility Committee Since the
Company does not meet the criteria of applicability of provisions of
section 135 of the Companies Act, 2013, it is not required to comply
with provisions relating to Corporate Social Responsibility.
11. Evaluation of Board/Committees/Individual
The aim of the Board's evaluation was to assess the effectiveness of
the Board's/Committee's processes, composition and arrangement in order
to identify and realize any actions required to improve effectiveness.
Clause 49 of the listing agreement 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. Schedule IV of the Companies Act, 2013 states that the
performance evaluation of independent directors shall be done by the
entire Board of Directors, excluding the director being evaluated. The
Board works with Nomination and Remuneration Committee to lay down the
evaluation criteria for the performance of executive/ non-executive /
independent directors through a peer-evaluation effectiveness survey.
The evaluation process comprised:
* Board, Committee and management information and other relevant
documentation
* Discussions with all Board directors, Committee members focusing on
aspects of the Board's and Committee's composition; strategy, risk and
controls; decision-making, roles and performance of the Chairman,
independent directors, executive directors and other non-executive
directors.
The evaluation concluded that the Board and its Committees were overall
effective and recommendations were provided to ensure that the Board
and its Committees remained fully effective as Corporate Governance
continues to advance and evolve.
Given the experience and qualifications of the Board members, the Board
did not consider it necessary to engage external persons to facilitate
the evaluation process. Most directors come from a corporate
environment and so they are accustomed to having their performance
regularly evaluated.
Board conducts on an annual basis an evaluation of the performance of
the directors. Making an annual assessment of whether each director has
sufficient time to discharge his/her responsibilities, taking into
consideration multiple Board representations and other principal
commitments. The Board also exercises an oversight of the training of
Board /Committee members.
12. Declaration by independent directors
Independent Directors of your company have complied with the relevant
provisions of the law relating to their appointment and they continue
to comply with the provisions of the Companies Act 2013 and the listing
agreement. No independent director has been appointed by a special
resolution by the Company, as all are in their first five year term.
13. Training of directors/independent directors
The directors are kept abreast of requisite information about business
activities of the Company and risks involved therein to enable them to
discharge their responsibilities in best possible manner. Further, at
the time of appointment, the Company issues a formal appointment letter
outlining his/her role, duties and responsibilities as a director. The
format of the letter of appointment is available on Company's website.
14. Directors Responsibility Statement
Pursuant to the provisions of Section 134(3) of the Companies Act,
2013, the Directors hereby confirm:
a. that in the preparation of the Annual Accounts for the financial
year ended 31st March, 2015, the applicable accounting standards have
been followed, along with proper explanation relating to material
departures;
b. that they have 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 that period;
c. that they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
d. that they have prepared the Annual Accounts for the financial year
ended 31st March, 2015 on a 'going concern' basis.
e. Internal Financial controls were adequate and effective.
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
Disclosure relating to ratio of the remuneration of each director to
the median employee's remuneration is attached as Annexure C
15. Policies (weblink: www.saelltd.com)
The Board has approved following polices to facilitate operations and
achieving optimal performance:
A. Vigil Mechanism
Section 177 of the Companies Act, 2013 require every listed company to
establish a vigil mechanism for the directors and employees to report
genuine concerns in such manner as may be prescribed. The Company has
adopted the following policy for implementing Vigil Mechanism.
The Company is committed to adhere to the highest standards of ethical,
moral and legal conduct of business operations. Vigil (whistleblower)
mechanism provides a channel to the employees and directors to report
to the management concerns about unethical behavior, actual or
suspected fraud or violation of the code of conduct or policy. The
mechanism provides for adequate safeguards against victimization of
directors and employees to who avail of the mechanism and also provide
for direct access to the Chairman of the Audit Committee in exceptional
cases.
This policy applies to all directors and employees of the Company. All
directors and employees of the Company are eligible to make disclosures
under this Policy in relation to matters concerning the Company.
B. Nomination and Remuneration Policy Title:
This Policy shall be called 'Nomination and Remuneration Policy.'
Objective:
The provisions in the Companies Act, 2013 and corresponding provisions
in the revamped Clause 49 of the Listing Agreement have ushered Indian
corporate system in to a new era of Corporate Governance placing
onerous governance responsibilities on the shoulders of the Board of
Directors and Key Managerial Personnel of the Companies.
Section 178 of the Companies Act, 2013 and clause 49 of the Listing
Agreement provide the necessary legal impetus for companies to have a
policy and criteria for various matters like the remuneration of
directors, key managerial persons and other employees, training of
Independent Directors and performance evaluation of directors.
Considering this it is necessary to ensure quality of persons on the
Board of Directors of the Company as well as in the Key Managerial
personnel, as these are the persons who are entrusted with the
responsibility of policy formulation for, direction to and execution of
the business and operations of the Company.
Definitions:
Board means the Board of Directors of South Asian Enterprises Limited.
Company means South Asian Enterprises Limited .
Committee means Nomination and Remuneration Committee of Board of
Directors
Director means a person who has been appointed as such on the Board of
the Company and includes Executive as well as Non- Executive Directors.
Executive Director means a Director who is in the whole time employment
of the Company and includes a Managing Director as well as a Whole time
Director and Manager, if member of the Board.
Government includes Central Government as well as any of the State
Governments, any statutory authority, tribunal, board or a governmental
or semi-governmental authority or any authority or agency recognized by
the Government.
HR Department means the Human Resource Department of the Company.
HR Policy means the Policy of the Company defining the criteria and
process for the recruitment, training, appraisal etc. and dealing with
other matters concerning the employees of the Company.
Key Managerial Person means a person appointed as such by the Board
under Section 203 of the Companies Act, 2013.
Nomination & Remuneration Committee means the Committee of the Board
constituted as such under the provisions of Section 178 of the
Companies Act, 2013.
Non-Executive Director means a Director who is not in the whole time
employment of the Company and includes an Independent Director,
Promoter Director and Nominee Director.
Policy means this policy, as amended from time to time.
Contents
This Policy contains following:
a) Process for the selection and appointment of Directors and Key
Managerial Personnel;
b) Criteria for determining remuneration of the Directors, Key
Managerial Personnel and other employees of the Company;
c) Training of Independent Directors.
(I) Selection of Directors and Key Managerial Personnel
In case of Executive Directors and Key Managerial Personnel, the
selection can be made in either of the ways given below:
a) by way of recruitment from outside;
b) from within the Company hierarchy; or
c) Upon recommendation by the Chairman or other Director.
The appointment may be made either to fill up a vacancy caused by
retirement, resignation, death or removal of an existing Executive
Director or it may be a fresh appointment.
In case of Non-Executive Directors the selection can be made in either
of the ways given below:
a) by way of selection from the data bank of Independent Directors
maintained by the Government.
b) Upon recommendation by Chairman or other Director.
The appointment may be made either to fill up a vacancy caused by
resignation, death or removal of an existing Non-Executive Director or
it may be appointment as an additional director or an alternate
director.
(II) Qualifications. Experience and Positive Attributes of Directors
a) While appointing a Director, it shall always be ensured that the
candidate possesses appropriate skills, experience and knowledge in one
or more fields of finance, law, management, sales, marketing,
administration, research, corporate governance, technical operations or
other disciplines related to the company's business.
b) In case of appointment as an Executive Director, the candidate must
have the relevant technical or professional qualifications and
experience as are considered necessary based on the job description of
the position. In case no specific qualification or experience is
prescribed or thought necessary for the position then, while
recommending the appointment, the HR Department shall provide the job
description to the Committee and justify that the qualifications,
experience and expertise of the recommended candidate are satisfactory
for the relevant appointment. In such circumstances, the Committee may,
if considered necessary, call for an expert opinion on the
appropriateness of the qualifications and experience of the candidate
for the position of the Executive Director.
c) In case of appointment as a Non-Executive Director, the candidate
must be a graduate or possess diploma or a professional qualification
in the field of his practice / profession / service and shall have not
less than five years of working experience in such field as a
professional in practice, advisor, consultant or as an employee,
provided that the Board may waive the requirements of qualification and
/ or experience under this paragraph for a deserving candidate.
d) The Board, while making the appointment of a Director, shall also
try to assess from the information available and from the interaction
with the candidate that he is a fair achiever in his chosen field and
that he is a person with integrity, diligence and open mind.
(III) Process for Appointment of Directors and Key Managerial
Personnel
(A) Process for the appointment of Executive Directors and Key
Managerial Personnel:
a) A proposal for the appointment of an Executive Director / Key
Managerial Personnel with such details as may be prescribed shall be
submitted for the consideration of the Committee. The proposal with
recommendation of committee will be placed before the Board.
b) The Board shall, based on the information available in the proposal
and recommendation of committee deliberate upon the necessity for
appointment, expertise, skill and knowledge of the candidate and
reasonableness of the remuneration.
c) The Board may call and seek the help of any other Company Official
including the recommended or a Key Managerial Personnel while
finalizing the appointment. The recommended shall not take part in the
discussion or voting on the appointment of a Key Managerial Personnel.
(B) Process for the appointment of Non- Executive Directors:
a) A proposal for the appointment of a Non-Executive Director with such
details as may be prescribed shall be submitted for the consideration
of the committee. The proposal with recommendation of committee will be
placed before the Board.
b) The Board, based on the information available in the proposal, shall
deliberate upon the necessity for appointment, integrity,
qualifications, expertise, skill and knowledge of the candidate.
(IV) Remuneration of Directors. Key Managerial Personnel and Other
Employees
a) While determining the remuneration of Executive Directors and Key
Managerial Personnel, the Board shall consider following factors:
i) Criteria / norms for determining the remuneration of such employees
prescribed in applicable statutory provisions and Company's internal
criteria for remuneration.
ii) Existing remuneration drawn.
iii) Industry standards, if the data in this regard is available.
iv) The job description.
v) Qualifications and experience levels of the candidate,
vi) Remuneration drawn by the outgoing employee, in case the
appointment is to fill a vacancy on the death, resignation, removal
etc. of an existing employee.
vii) The remuneration drawn by other employees in the grade with
matching qualifications and seniority, if applicable.
b) The determination of remuneration for other employees shall be
governed by the HR Policy.
c) The proposal for the appointment of an Executive Director / Key
Managerial Personnel shall provide necessary information in this regard
including recommendation of Committee to the Board in arriving at the
conclusion as to whether or not the remuneration offered to the
candidate is appropriate, reasonable and balanced as to the fixed and
variable portions (including the commission).
d) The remuneration payable to the Executive Directors, including the
Commission and value of the perquisites, shall not exceed the
permissible limits as are mentioned within the provisions of the
Companies Act, 2013.
e) The Executive Directors shall not be eligible to receive sitting
fees for attending the meetings of the Board or committees thereof.
f) The Non-Executive Directors shall not be eligible to receive any
remuneration /salary from the Company. However, the Non-Executive
Directors shall be paid sitting fees for attending the meeting of the
Board or committees thereof and commission, as may be decided by the
Board / shareholders from time to time.
The Non-Executive Directors shall also be eligible to receive
reimbursement of reasonable out-of-pocket expenses incurred by them for
attending the meetings of the Board, committees or shareholders,
including travelling and lodging & boarding expenses or such other
expense incurred by them regarding the affairs of the Company on an
actual basis.
g) The amount of sitting fee and commission payable to Non-Executive
Directors shall not exceed the limits prescribed therefor under the
provisions of the Companies Act, 2013.
Explanation: For the purposes of this Policy, Remuneration shall mean
the Cost to the Company and shall include the salary, allowances,
perquisites, performance incentive and any other facility provided or
payment made to the employee.
(V) Training of Independent Directors
The Company shall arrange to provide training to Independent Directors
to familiarize them with the Company, their roles, rights and
responsibilities in the Company, nature of the industry in which the
Company operates, business model of the Company etc.
The training may be provided in any of the ways given below:
a) By providing reading material to the Independent Director(s) giving
all relevant information about the Company, industry and the role of
Independent Directors.
b) An induction program devised for the Independent Director(s) wherein
structured training is provided to the Independent Director(s) either
exclusively or with other officials of the Company who are due for such
induction / training.
c) Such other manner as may be prescribed by applicable law or decided
by the Board.
Interpretation:
a) Any words used in this policy but not defined herein shall have the
same meaning prescribed to it in the Companies Act, 2013 or Rules made
thereunder, SEBI Act or Rules and Regulations made thereunder, Listing
Agreement, Accounting Standards or any other relevant legislation / law
applicable to the Company.
b) The reference to the male gender in the Policy shall be deemed to
include a reference to female gender.
c) In case of any dispute or difference upon the meaning /
interpretation of any word or provision in this Policy, the same shall
be referred to the Committee and the decision of the Committee in such
a case shall be final. In interpreting such term/ provision, the
Committee may seek the help of any of the officers of the Company or an
outside expert as it deems fit.
Amendments:
The Board of Directors shall have the power to amend any of the
provisions of this Policy, substitute any of the provisions with new
provisions or replace this Policy entirely with a new Policy
C. Anti-sexual harassment mechanism
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. All women employees
interalia (permanent, contractual, temporary, trainees) are covered
under this policy.
The Internal Complaints Committee is headed by woman Director on the
Board. There were no complaints received from any employee during
the year under review and no complaints were pending as on 31/03/2015.
16. Risk Management Policy
The Company has formulated a Risk Management Policy to ensure
appropriate risk management within its systems and culture. The Company
operates in a competitive environment and is generally exposed to
various risks at different times such as technological risks, business
risks, operational risks, financial risks, etc. The Board of Directors
and the Audit Committee of the Company periodically reviews the Risk
Management Policy of the Company so that the Management controls the
risk through properly defined network.
The Company has a system based approach to business risk management
backed by strong internal control systems. A strong independent
Internal Audit Function at the corporate level carries out risk focused
audits across all businesses, enabling identification of areas where
risk managements processes may need to be improved. The Board reviews
internal audit findings, and provided strategic guidance on internal
controls, monitors the internal control environment within the Company
and ensures that Internal Audit recommendations are effectively
implemented.
The combination of policies and procedures adequately addresses the
various risks associated with your Company's businesses.
17. Auditors
Statutory Auditors
The Auditors, M/s. Anil Pariek & Garg, Chartered Accountants, will
retire at the forthcoming Annual General Meeting. The Company has
received a certificate from the Auditors stating that they are
qualified under section 139 of the Companies Act, 2013 to act as the
Auditors of the Company, if appointed. Concurring with the
recommendation of the Audit Committee, the Board of Directors
recommends their appointment as Statutory Auditors for the next term.
The Board may also be authorised to fix their remuneration. In terms of
section 139 (2) read with Rule 6 of Companies (Audit and Auditors )
Rules, 2014 the present auditors can be appointed for two consecutive
terms of one year each starting from present proposal before being
subjected to compulsory rotation of Auditors.
Secretarial auditor
Ms. Pooja Gandhi, Practicing Company Secretary was appointed to conduct
the secretarial audit of the Company for the financial year 2014-15, as
required under section 204 of the Companies Act, 2013 and rules
thereunder. The Secretarial Audit Report submitted by Company Secretary
in Practice is enclosed as a part of this report as Annexure D.
18. Auditors' Report
The observations made by the Statutory Auditor in their report have
been adequately dealt with in the relevant notes on accounts and need
no further comments from the Directors. There is no adverse remark in
the report of Secretarial Auditor requiring comments from directors.
19. Listing
The shares of the Company are listed only at the BSE Ltd., (formerly
The Bombay Stock Exchange), Mumbai. The Company has paid the annual
listing fees for the financial year 2015-16 to the said stock exchange.
20. Deposits
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was
outstanding as on the date of the balance sheet.
21. Green Initiative in Corporate Governance:
As a continuing endeavor towards the Go Green Initiative, the Company
proposes to send future correspondence and documents like the notice
calling the general meeting, audited financial statements, directors'
report, auditors' report etc. in electronic form, to the email address
provided by the Members and made available to us by the Depositories.
Members who hold shares in physical form are requested to register
their e-mail addresses and intimate any change in e-mail id, with the
Company or with the Registrar & Share Transfer Agents, RCMC Share
Registry Pvt. Ltd. In respect of electronic holdings, members are
requested to register their e-mail addresses with the Depository
through their concerned Depository Participants. However, in case you
desire to receive Company's communication and documents in physical
form, you are requested to intimate us through email at
[email protected]. You may kindly note that as a Member of
the Company, you will be entitled to be furnished, free of cost, a
printed copy of the Annual Report of the Company, upon receipt of a
requisition from you, at any time.
Members are advised to convert their shares from Physical Form to
Dematerialized Form. Dematerialization of shares provides several
benefits to the shareholders. The transaction of shares can be carried
out quickly and in an easy way. Holding securities in Demat Form helps
the investors to get immediate transfer of securities. No stamp duty is
payable on transfer of shares held in Demat Form and the brokerage
involved is also lower. The incidence of non-delivery or bad delivery
and the risks associated such as forged transfers that occurs for the
shares when held in physical form is totally avoided. Further, the sale
and purchase of Company's shares through a stock exchange is possible
if the shares are held in dematerialized form only. Hence, members
holding in physical form can not sell the shares through stock exchange
unless the physical shares are converted in dematerialized form.
22. Subsidiary Company and Consolidated Statements
There being no subsidiary of the Company, no statement pursuant to
Section 129 (3) of the Companies Act, 2013 for the Financial Year
2014-2015 is required to be enclosed. Accordingly, there is no need of
consolidation of accounts.
23. Statutory Information
1. The information as required under Section 134(3)(m) if the
Companies Act, 2013 read with rules thereunder, with respect to
Conservation of Energy and Technology Absorption is enclosed as
Annexure E and forms part of this report.
2. There was no proposal during the year under review for buy back of
shares by the Company.
3. Your company has not made any investment or provided any loan or
guarantee exceeding the limits under section 186 of the Act, nor has it
issued equity shares with differential voting rights or has any scheme
of stock options for its employees. Hence no disclosure is required.
4. Company does not have any subsidiaries or associates in terms of
section 134 read with rule 8(1) of the Companies (Accounts) Rules,
2014.
5. Your company has not approved any scheme relating to provision of
money to be held in a trust for the benefit of the employees in terms
of section 67(3)(b)) of the Companies Act, 2013.
6. No revision of financial statements or boards report has been
made.(S.131(1))
7. No material orders were passed during the year under review
impacting the going concern of the status and operations of the
Company.
24. Acknowledgement
Your Directors wish to express their sincere appreciation and gratitude
to the Company's bankers, Kanpur Nagar Mahapalika, Lucknow Vikas
Pradhikaran and all associates of the Company including the clients of
trading business for their valuable cooperation and continued support.
They are also thankful to you for the trust you have reposed in the
Board.
For and on behalf of the Board of Directors
Date: 10/8/2015 P. K. Sharan T.B. Gupta
Place: New Delhi Director Managing Director
DIN: 00107048 DIN:00106181
Mar 31, 2014
THE MEMBERS
The Directors present the Twenty Fifth Annual Report of your Company
with the Audited Annual Accounts for the year ended 31st March, 2014.
1. Financial Results (Rs. in Lacs)
For the year ended For the year ended
31st March, 2014 31st March, 2013
Total Income 257.25 157.28
Less: Total Expenditure 239.95 153.99
Less: Interest 2.46 1.15
Gross Profit/(loss) 14.84 2.14
Less: Depreciation 5.57 10.32
Less: Provision for Taxation (Net) 6.92 (1.57)
Other provisions 0.00 1.72
Net Profit after tax 2.35 (8.33)
Paid up Equity Share Capital 399.90 399.90
(excluding calls in arrears)
Reserves, excluding revaluation reserve 795.77 793.42
Earnings per share (Rs.) 0.06 (0.21)
3. Dividend
Due to inadequate profit, no dividend is recommended.
4. Directors
Shri K. K. Soni and Shri S. C. Agarwal - Directors, will retire by
rotation at the forthcoming Annual General Meeting and being eligible,
offer themselves for re-appointment. To enable the Company to obtain
their continued valuable direction, guidance and assistance in the
conduct of the affairs of your Company, the Board recommends their
re-appointment.
Your Board at its meeting held on 12th August, 2014, on the
recommendation of the Nomination and Remuneration Committee, has
recommended for the approval of the Members the appointment of Dr. B.
Venkataraman, Shri P. K. Sharan, Shri Priya Brat, Dr. S. Ramesh, Shri
S. V. S. Juneja, Shri R. K. Goswami and Shri Gian Vijeshwar as an
Independent Directors in terms of Sections 149, 152 read with Schedule
IV and all other applicable provisions of the Companies Act, 2013, and
Clause 49 of the Listing Agreement, with effect from the date of the
ensuing AGM of your Company. Your Board at the said meeting, on the
recommendation of the Nomination and Remuneration Committee, has
re-appointed Shri T. B. Gupta (aged about 74 years) as Managing
Director of the Company for next 3 years w.e.f. 30/09/2014 subject to
members'' approval by Special Resolution in terms of extant provisions
of the Companies Act, 2013 and that during his tenure he shall be
liable to retire by rotation in order to comply with provisions of
section 152 of the Companies Act, 2013.
Appropriate resolutions seeking your approval to the aforesaid
appointments are appearing in the Notice convening the 25th AGM of the
Company Dr. B. Venkataraman, Shri P. K. Sharan, Shri Priya Brat, Dr. S.
Ramesh, Shri S. V. S. Juneja, Shri R. K. Goswami and Shri Gian
Vijeshwar by virtue of being Independent Directors of your Company in
terms of the provisions of the Companies Act, 2013, will not be liable
to retire by rotation for the residual period of their respective terms
of appointment approved by the Members of the Company.
5. Directors'' Responsibility Statement
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956 with respect to Directors'' Responsibility Statement, the Directors
hereby state:
a. that in the preparation of the Annual Accounts for the financial
year ended 31st March, 2014, the applicable accounting standards have
been followed along with proper explanation relating to material
departures;
b. that they have 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 that period;
c. that they have taken proper and sufficient care for the maintenance
of proper accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
d. that they have prepared the Annual Accounts for the financial year
ended 31st March, 2014 on a going concern basis.
6. Corporate Governance and Compliance Certificate
As the equity shares of the Company are listed with BSE, in terms of
Clause 49 of the Listing Agreement with Stock Exchange, requisite
compliance report on corporate governance along with the Auditors''
Certificate is enclosed with this Report as Annexure -1. In line with
the requirements of Clause 49 of Listing Agreement, the management
discussion and analysis is also provided in this Report.
7. Auditors
The Auditors, M/s. Anil Pariek & Garg, Chartered Accountants, will
retire at the forthcoming Annual General Meeting. The Company has
received a certificate from the Auditors that they are qualified under
section 139 of the Companies Act, 2013 to act as the Auditors of the
Company, if appointed. Concurring with the recommendation of the Audit
Committee, the Board of Directors recommends their appointment as
Statutory Auditors for the next term. The Board may also be authorised
to fix their remuneration. In terms of section 139 (2) read with Rule 6
of Companies (Audit and Auditors) Rules, 2014 the present auditors can
be appointed for three consecutive terms of one year each starting from
present proposal before being subjected to compulsory rotation of
Auditors.
8. Auditors'' Report
The observations made by the Auditors in their report have been
adequately dealt with in the relevant notes on accounts and need no
further comments from the Directors.
9. Listing
The shares of the Company are listed only at the BSE Ltd., formerly The
Bombay Stock Exchange, Mumbai. The Company has paid the annual listing
fees for the financial year 2014-2015 to the said Exchange.
10. Statutory Information
The information as required under the Companies (Disclosure of
Particulars in the Report of Directors) Rules, 1988 with respect to
Conservation of Energy and Technology Absorption is enclosed as
Annexure-2 and forms part of this report. The requisite Compliance
Certificate in terms of Section 383A of Companies Act, 1956 from a
Practicing Company Secretary is enclosed as Annexure- 3. There was no
proposal during the year under review for buy back of shares by the
Company.
11. Fixed Deposits
The Company has not accepted any fixed deposit, during the year under
review. Also, the Company has no plans to accept any deposits in
future.
12. Green Initiative in Corporate Governance:
As a continuing endeavor towards the Go Green Initiative, the Company
proposes to send future correspondence and documents like the notice
calling the general meeting, audited financial statements, directors''
report, auditors'' report etc. in electronic form, to the email address
provided by the Members and made available to us by the Depositories.
Members who hold shares in physical form are requested to register
their e-mail addresses and intimate any change in e-mail id, with the
Company or with the Registrar & Share Transfer Agents, RCMC Share
Registry Pvt. Ltd. In respect of electronic holdings, members are
requested to register their e-mail addresses with the Depository
through their concerned Depository Participants. However, in case you
desire to receive Company''s communication and documents in physical
form, you are requested to intimate us through email at
[email protected]. You may kindly note that as a Member of
the Company, you will be entitled to be furnished, free of cost, a
printed copy of the Annual Report of the Company, upon receipt of a
requisition from you, at any time.
Members are advised to convert their shares from Physical Form to
Dematerialized Form. Dematerialization of shares provides several
benefits to the shareholders. The transaction of shares can be carried
out quickly and in an easy way. Holding securities in Demat Form helps
the investors to get immediate transfer of securities. No stamp duty
is payable on transfer of shares held in Demat Form and the brokerage
involved is also lower. The incidence of non-delivery or bad delivery
and the risks associated such as forged transfers that occurs for the
shares when held in physical form at is totally avoided. Further, the
sale and purchase of Company''s shares through a stock exchange is
possible if the shares are held in dematerialized form only. Hence,
members holding in physical form can not sell the shares through stock
exchange unless the physical shares are converted in dematerialized
form.
13. Subsidiary Company and Consolidated Statements
There being no subsidiary of the Company, no statement pursuant to
Section 212 (1)(e) read with sub-section (3) of the said section of the
Companies Act, 1956 for the Financial year 2013-2014 is required to be
enclosed. Accordingly, there is no need of consolidation of accounts.
14. Acknowledgement
Your Directors wish to express their sincere appreciation and gratitude
to the Company''s bankers, Kanpur Nagar Mahapalika, Lucknow Vikas
Pradhikaran and all associates of the Company including the clients of
trading business for their valuable cooperation and continued support.
They are also thankful to you for the trust you have reposed in the
Board.
For and on behalf of the Board of Directors
Date: 12/8/2014 P. K. Sharan T.B. Gupta
Place: New Delhi Director Managing Director
Mar 31, 2011
DIRECTORS' REPORT TO THE MEMBERS
The Directors present the Twenty Second Annual Report of your Company
with the Audited Statement of Accounts for the year ended 31st March,
2011.
1. Financial Results (Rs. in Lacs)
For the year ended For the year ended
31st March. 2011 31st March, 2010
Total Income 198.52 135.94
Less: Total Expenditure 174.87 119.08
Less: Interest 1.52 0.36
Gross Profit/(loss) 22.13 16.50
Less: Depreciation 15.95 15.68
Less: Provision for Taxation (Net) 0.82 0.74
Other provisions 0.32 0.00
Net Profit after tax 5.03 0.08
Paid up Equity Share Capital 399.90 399.90
(excluding calls in arrears)
Reserves, excluding
revaluation reserve 809.52 804.49
Earnings per share (Rs.) 0.13 0.002
3. Dividend
Due to inadequate profit, no dividend is recommended.
4. Directors
During the year under review Shri Rakesh Babbar - Director of the
Company resigned from the directorship of the Company w.e.f. 26/7/2010.
The Board takes this opportunity to place on record its sincere
appreciation and thanks to Shri Rakesh Babbar for the valuable
contribution made by him during his tenure as Director.
Dr. B. Venkataraman, Shri S. V. S. Juneja, Shri K.K. Soni, and Shri S.
C. Agarwal - Directors, will retire by rotation at the forthcoming
Annual General Meeting and being eligible, offer themselves for
reappointment. To enable the Company to obtain their continued valuable
direction, guidance and assistance in the conduct of the affairs of
your Company, the Board recommends their reappointment.
5. Directors' Responsibility Statement
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956 with respect to Directors' Responsibility statement, the Directors
hereby state:
a. that in the preparation of the annual accounts for the financial
year ended 31st March, 2011, the applicable accounting standards have
been followed along with proper explanation relating to material
departures;
b. that they have 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 that period;
c. that they have taken proper and sufficient care for the maintenance
of proper accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
d. that they have prepared the annual accounts for the financial year
ended 31st March, 2011 on a going concern basis.
6. Corporate Governance and Compliance Certificate
As the equity shares of the Company are listed with BSE, in terms of
clause 49 of the listing agreement with Stock Exchange, compliance
report along with the Auditors' Certificate is provided in the
Corporate Governance section of this Report as Annexure -1. In line
with the requirements of clause 49 of listing agreement, the management
discussion and analysis is also provided in this Report.
7. Auditors
The tenure of the Statutory Auditors, M/s. Anil Pariek & Garg,
Chartered Accountants, will end at the forthcoming Annual General
Meeting scheduled to be held on 30th September, 2011. The Company has
received a Certificate from the Auditors that they are qualified under
Section 224 (1B) of the Companies Act, 1956 to act as the Auditors of
the Company, if appointed.
The Audit Committee in its meeting held on 28th May, 2011 had
recommended the re-appointment of M/s. Anil Pariek & Garg, Chartered
Accountants, as Statutory Auditors for the next term. The Board,
concurring with the Audit Committee's recommendation, recommends their
reappointment as the Statutory Auditors of the Company. The Board may
also be authorised to fix their remuneration.
8. Auditors' Report
The observations made by the Auditors in their report have been
adequately dealt with in the relevant Notes on Accounts and need no
further comments from the Directors.
9. Listing
The shares of the Company are listed only at the BSE Ltd., formerly The
Bombay Stock Exchange, Mumbai. The Company has paid the Annual Listing
fees for the financial year 2011 -2012 to the said Exchange.
10. Statutory Information
The information as required under the Companies (Disclosure of
Particulars in the Report of Directors) Rules, 1988 with respect to
Conservation of Energy and Technology Absorption is enclosed as
Annexure-2 and forms part of this report.
11. Fixed Deposits
The Company has not accepted any fixed deposit, during the year under
review. Also, the Company has no plans to accept any deposits in
future.
12. Subsidiary Company
There being no subsidiary of the Company, no statement pursuant to
Section 212 (1)(e) read with sub-section (3) of the said section of the
Companies Act, 1956 for the Financial year 2010-2011 is required to be
enclosed.
13. Consolidated Financial Statements
As stated above, there is no subsidiary of the Company, so there is no
need of Consolidation of accounts.
14. Group
Group for inter se transfer of shares under Clause 3 (e) of Securities
& Exchange Board of India (Substantial Acquisition of Shares &
Takeovers) Regulations, 1997;
a. Shri M. P. Mehrotra
b. Dr. (Mrs.) Sushma Mehrotra
c. Shri Somesh Mehrotra
d. Ms. Divya Mehrotra
e. Mrs. Sadhana Mehrotra
f. Ms. Daya Mehrotra
g. Shri Ramji Mehrotra
h. Mrs. Sushma Mehrotra
i. Gaurav Overseas Exports Pvt. Ltd.
j. Pragati Moulders Ltd.
k. M. P. Mehrotra (HUF)
I. VLS Capital Ltd.
m. VLS Finance Ltd.
n. VLS Securities Ltd.
o. VLS Asset Management Ltd.
15. Acknowledgement
Your Directors wish to express their sincere appreciation and gratitude
to the Company's bankers, Kanpur Nagar Mahapalika, Ayodhya Faizabad
Vikas Pradhikaran, Lucknow Vikas Pradhikaran and all associates of the
Company including the clients of trading business for their valuable
cooperation and continued support. They are also thankful to you for
the trust you have reposed in the Board.
For and on behalf of the Board of Directors
P.K. Sharan T.B. Gupta
Director Managing Director
Date : 13/08/2011
Place: New Delhi
Mar 31, 2010
The Directors present the Twenty First Annual Report of your Company
with the Audited Statement Accounts for the year ended 31st March,
2010.
I. Financial Results (Rs. in Lacs)
For the year ended For the year
ended
31st March. 2010 31st March. 2009
Total Income 135.94 162.85
ess ; Total Expenditure 119.08 125.09
ess : Interest 0.36 0.00
3ross Profit/(loss) 16.50 37.76
ess : Depreciation 15.68 32.92
ess : Provision for taxation (Net) 0.74 (5.71)
3ther provisions 0.00 (8.15)
sfet Profit after tax 0.08 18.70
aid up Equity Share Capital 399.90 399.90
excluding calls in arrears)
Reserves, excluding revaluation reserve 804.49 804.41
Earnings per share (Rs.) 0.002 0.47
Management Discussion and Analysis
Financial Review
Your Company recorded a total income of Rs.135.94 lacs during the year
under review compared to previous years figure of Rs. 162.85 Sacs. The
Company has posted a nominal net profit of Rs. 0.08 lacs as against the
profit of Rs. 18.70 lacs in the previous year. The reason for nominal
profit is a one time expenditure of Rs 10.69 iacs incurred by the
Company during the year under review. The marketing of earthing
products and execution of contracts for earthing and lightning
protection systems have made a significant contribution in the total
revenue of the Company. The Company has made good progress in this
segment and incoming years will witness better results as well.
The revenue from amusement parks continued to get the hit apparently
due to rising inflation. Although the Indian economy has started
looking up, per capita spending on entertainment in the region where
amusement parks are located continues to be on lower side. The
perception of common man on spending towards entertainment and
available disposable income in his hands remains the key factor for
revenue generation in amusement industry. Industry Structure and
Development
During the year under review, though there was uptrend in Indian
economy the growth has been rather slow in amusement industry at large.
Inspite of the growing interest of masses towards Malls and multiplexes
the subdued spending outlay on amusement by common man indicates
cautionary attitude for this activity. Inspite of such odds outlook for
the sector is encouraging with investments being made in the form of
theme parks, water parks, family entertainment centers, multiplexes,
interactive arcades, food bazaar and sports zones. Your Company intends
to make the best out of opportunities available vis-a-vis the means at
its disposal and the available options are being explored. Outlook,
risks and concerns
Due to rise in per capita income, the spending on amusement in India
has risen as compared to last decade. To retain the attraction of
amusement park and increase the footfalls, both disposable income per
person and constant innovation whether by inducting new rides or
promotional programs etc. are equally important. The increased cost due
to need for continuous innovation, maintenance expenditure and the
stiff competition from other sources of entertainment have put profit
margins of the industry under pressure. Further, imposition of 30%
entertainment tax on amusement parks by the government of Uttar Pradesh
had obligated the Company to increase entry fee accordingly which has
adversely impacted the foot fails. Your Company already operates on
thin margins as it needs to constantly upgrade itself by introduction
of new features and rides. But the high cost of rides and low revenue
inflow from parks pose additional challenge in this regard. Further,
due to relatively low per capita income in the regions where your
company operate amusement parks, entry costs have to be kept low to
keep the parks within the reach of masses that has further stressed the
cash flows. Your Company is monitoring the situation closely and is
exploring other viable sources of earning. The electrical engineering
segment viz. Earthing and lightning protection systems business
has responded well as the Company has executed orders to the customers
satisfactionincluding for some government departments. The power plants,
electronics and other hi-tech centers where earthing is significantly
important are target customers of Company apart from high rise
buildings, hotels and residential units. The management is going full
thrust to explore all possible areas in order to establish strong
foothold in this arena. Opportunities and threats
The Company is exposed to normal industry risks attributable to
respective segments. In order
to meet the challenge of sustaining itself inspite of thinning of
margins in amusement segment,
the strategy is to focus on increasing the volume of visitors,
exploring avenues for diversification
and accordingly measures are being initiated/ implemented. In
electrical engineering segment,
the Company uses the latest technology for earthing and lightning
protection installations
which are proven to give better results as compared to traditional
techniques. However, due
to relatively higher cost and lack of awareness about said technology
in target clients, there
is tough competition. To meet the challenge, the Company aims not only
to educate or spread
awareness about its product but also secure credentials from its
clients about its performance.
Adequacy of Internal Control Systems
The Company has in place a proper and adequate system of internal
control to monitor proper recording of transactions authorized
according to policies and procedures laid down by the Company. The
Company ensures that all regulatory guidelines are being complied with
at all levels,
The Audit Committee reviews the internal control mechanisms
periodically. Segment wise Performance The Companys venture of
dealing in earthing materials and lightning protection systems in
the electrical engineering segment has been catagorised under the head
"Trading" for the purpose of segment reporting in the Annual Accounts
for the year under review. Similarly, other income has been catagorised
under the head "Others". Segment wise, the entertainment sector
generated a revenue of Rs. 39.50 Lacs and the Trading segments revenue
amounted to Rs. 87.28 lacs during the year under review. The other
income accounted for Rs. 9.15 lacs. The segment of entertainment
incurred a loss of Rs. 35.24 iacs. However, the profit from trading
segment of Rs. 27.27 lacs coupled with other segments profit of Rs.
9.15 lacs culminated into profit before tax of Rs. 0.82 lacs after
adjusting for unallocables. Keeping in view the encouraging results
from Trading segment, in the current year, your Board is hopeful of
better performance.
Human Resource
The relationship with employees continued to be cordial during the
year. The Directors place on record their sincere appreciation to the
employees at all levels. In terms of the provisions of Section 217 (2A)
of the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, as amended, there was no employee during the
year drawing remuneration more than the stipulated amount in the said
rules. The Company has a team of able and experienced industry
professionals. The number of employees on the Companys rolls stood at
37. Cautionary Statement
Statement in the "Management Discussion and Analysis" describing the
Companys projections, estimates, expectations or predictions may be
forward looking statements within the meaning of applicable laws and
regulations. Actual results could differ materially from those
expressed or implied. Important factors that would make a difference to
the Companys operations include changes in government regulations, tax
regimes, economic developments within the country and abroad and such
other factors.
3. Dividend
Due to inadequate profit, no dividend is recommended.
4. Directors
Shri Priya Brat was appointed as Director by the Board on 23/01/2009 in
the casual vacancy caused by the sad demise of Shri A. R. Gangal. As
per provision of section 262 of the Companies Act, 1956 Shri Priya Brat
will hold office upto the date Shri A. R. Gangal would have held it.
Accordingly the tenure of Shri Priya Brat will end on conclusion of
ensuing Annua! General Meeting. The Company has received a notice u/s.
257of the Companies Act, 1956 from a member alongwith requisite
deposit for proposing the resolution for appointment of Shri Priya Brat
as Director of the Company, liable to retire by rotation at the ensuing
Annual General Meeting of the Company. The Board recommends
appointments of Shri Priya Brat as Dirctor to have his valuable
guidance and assistance in conducting the affairs of the Company. Shri
P.K. Sharan, Dr. S. Ramesh and Shri R. K. Goswami - Directors, will
retire by rotation af the forthcoming Annual General Meeting and being
eligible, offer themselves for reappointment. To enable the Company to
obtain their continued valuable direction, guidance and assignee in the
conduct of the affairs of your Company, the Board recommends their
reappw"tment.
5. Directors Responsibility Statement
Pursuant to the provisions of Section 217(2AA) of the Companies Act.
A356 with respect to Directors Responsibility statement, the Directors
hereby state.
a. that in the preparation of the annual accounts for the financial
year ended 31st March, 2010, the applicable accounting standards have
been followed along with proper". explanation relating to material
departures;
b. that they have 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 that period; .
c. that they have taken proper and sufficient care for the maintenance
of proper accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
d. that they have prepared the annual accounts for the financial year
ended 31st March, 2010 on a going concern basis.
6. Corporate Governance and Compliance Certificate
As the equity shares of the Company are listed with BSE, in terms of
clause 49 of the listing agreement with Stock Exchange, compliance
report along with the Auditors Certificate is provided in the
Corporate Governance section of this Report as Annexure -1. In line
with the requirements of ciause 49 of listing agreement, the management
discussion and analysis is aiso provided in this Report.
7. Auditors
The tenure of the Statutory Auditors, M/s. Anil Pariek & Garg,
Chartered Accountants, will end at the forthcoming Annual General
Meeting scheduled to be held on 18th September, 2010. The Company has
received a Certificate from the Auditors that they are qualified under
Section 224 (1B) of the Companies Act. 1956 to act as the Auditors of
the Company, if appointed. The Audit Committee in its meeting held on
27" May, 2010 had recommended the re-appointment of M/s. Anil Pariek &
Garg, Chartered Accountants, as Statutory Auditors for the next term.
The Board, concurring with the Audit Committees recommendation,
recommends their reappointment as the Statutory Auditors of the
Company. The Board may aiso be authorised to fix their remuneration.
8. Auditors Report
The observations made by the Auditors in their report have been
adequately dealt with in the relevant Notes on Accounts and need no
further comments from the Directors.
9. Listing
The shares of the Company are listed only at the Bombay Stock Exchange,
Mumbai. The Company has paid the Annual Listing fees for the financial
year 2010-2011 to the said Exchange.
10. Statutory Information
The information as required under the Companies (Disclosure of
Particulars in the Report of Directors) Rules, 1988 with respect to
Conservation of Energy and Technology Absorption is
enclosed as Annexure-2 and forms part of this report.
11. Fixed Deposits
The Company has not accepted any fixed deposit, during the year under
review. Also, the Company has no plans to accept any deposits in
future.
12. Subsidiary Company
There being no subsidiary of the Company, no statement pursuant to
Section 212 (1)(e) read with sub-section (3) of the said section of the
Companies Act, 1956 for the Financial year 2009- 2010 is required to be
enclosed.
13. Consolidated Financial Statements
As stated above, there is no subsidiary of the Company, so there is no
need of Consolidation of accounts.
14. Group
Group for inter se transfer of shares under Clause 3 (e) of Securities
& Exchange Board of India
(Substantial Acquisition of Shares & Takeovers) Regulations, 1997:
a. Shri M. P. Mehrotra b. Dr. (Mrs.) Sushma Mehrotra
c. Shri Somesh Mehrotra d. Ms. Divya Mehrotra
e. Mrs. Sadhana Mehrotra f. Ms. Daya Mehrotra
g. Shri Ramji Mehrotra g. Mrs. Sushma Mehrotra
i. VLS Capital Ltd. j. Gaurav Overseas Exports Pvt. Ltd.
k. Needle Eye Plastic
Industries Pvt. Ltd i Pragati Moulders Ltd.
m. M. P. Mehrotra (HUF) n. VLS Finance Ltd.
o. VLS Securities Ltd. p. VLS Investments Ltd.
q. VLS Asset Management Ltd. r. VLS Investments INC. Delaware USA.
15. Acknowledgement
Your Directors wish to express their sincere appreciation and gratitude
to the Companys bankers, Kanpur Nagar Mahapaiika, Ayodhya Faizabad
Vikas Pradhikaran, . Lucknow Vikas Pradhikaran and all associates of
the Company including the clients of trading business for their
valuable cooperation and continued support. They are also thankful to.
you for the trust you have reposed in the Board.
For and on behalf of the Board of Directors
Date: 26/07/2010 Dr. B.Venkataraman
Place: New Delhi Chairman