DIRECTORS' REPORT FOR THE FINANCIAL YEAR 2014-2015 Dear Members, Your directors have pleasure in presenting their Twenty Eighth Annual Report and Audited Financial Statement for the financial year ended March 31, 2015. SHARE CAPITAL The Authorised Share Capital of the Company is divided into 150 Lakhs Equity Shares of Rs.10/- each, aggregating to Rs.15 Crore. The Issued, Subscribed and Paid up Capital is Rs.90,019,500 (Nine Crores Nineteen Thousand Five Hundred only) divided into 9,001,950 Equity Shares of Rs.10/- each as on 31st March 2015. RESERVES Reserves & Surplus were Rs. 23,431,361/- at the end of the financial year. During the year, the Company has not transferred any amount to General Reserve. OPERATIONS During the year under review, the sales turnover of the Company increased from Rs. 2765.36 lacs in the previous year to Rs. 2798.22. The Net Loss of the Company for the year is Rs. 63.56 as against a net profit of Rs. 2.22 lacs in previous year. DIVIDEND On account of the ongoing global recession & Net loss to the Company the Board has not recommended any dividend for the year under review. DIRECTORS In pursuance of the Clause 49 of the Listing Agreement, the Company is required to have certain mandatory committees. The details of various Committees of Directors as on 31st March, 2015 are as follows Name of committee Current constitution of the committee Audit Committee Mrs. Prabhavati Shetty Mrs.Dakshaben Thakkar Mr. Vipul Prajapati Nomination and Remuneration Committee Mrs. Prabhavati Shetty Mrs.Dakshaben Thakkar Mr. Vipul Prajapati Stakeholders Grievances Committee Mrs.Dakshaben Thakkar Mr. Rasiklal Thakkar Mr. Vipul Prajapati Independent Directors Mr. Vipul Prajapati Mrs. Prabhavati Shetty FIXED DEPOSITS: The Company has not accepted any fixed deposits u/s 73 during the financial year. LISTING OF COMPANY'S SHARES: Your Company's Equity Shares continue to be listed on The Stock Exchange, Mumbai in the Indo Next(S) Group. The annual listing fee for the year 2014-2015 has been paid to The Stock Exchange, Mumbai. DIRECTORS' RESPONSIBILITY STATEMENT In terms of Section 134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby state & confirm that: (a) In preparation of the annual accounts, the applicable accounting standards had been followed and that no material departures have been made from the same; (b) the directors 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 loss of the company after making Taxation expenses; (c) the directors 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; (d) the directors have prepared the annual accounts on a going concern basis; and (e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) the directors, have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. DIRECTORS AND KEY MANAGERIAL PERSONNEL BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report MEETINGS During the year five Board Meetings and five Audit Committee Meetings were convened and held. The details of the Board Meetings and the Director's attendance are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Further, there has been a separate meeting of the Independent directors during the financial year 2014-2015. The details of the Composition, Meetings and attendance is given in the Corporate Governance Report. AUDITORS M/s J.C.Kabra& Associates, Chartered Accountants, were in the 27th Annual General Meeting (AGM) appointed as the Statutory Auditors of the Company for a period of four years i.e. till the conclusion of the AGM to be held in the year 2017, subject to ratification of the members in every AGM. AUDITORS REPORT The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013. SECRETARIAL AUDITORS Pursuant to the provisions of Section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Riddhi Patel, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the year under review. The Secretarial Audit Report is annexed to the Report. CORPORATE GOVERNANCE A separate section on Corporate Governance is included in the Annual Report as Annexure I. and forms a part of this Report. The certificate from the Company's Auditors confirming the compliance of conditions of Corporate Governance as stipulated in the clause 49 of the listing agreement with the Stock Exchanges is annexed thereto. MANAGEMENT DISCUSSION & ANALYSIS REPORT The Management Discussion & Analysis Report as required under the Listing Agreement with the Stock Exchange is annexed as Annexure II forming part of this report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE (a) CONSERVATION OF ENERGY During the year under review, your Company has taken necessary steps to conserve the energy and improve the efficiency of machines. Your Company has also taken steps like reduction in daily A.C. running time, switching off lights and air conditioning during lunch breaks, to conserve energy. (b) TECHNOLOGY ABSORPTION Your Company has advanced machines like sulzer and hence no updations were undertaken during the year under review. (c) FOREIGN EXCHANGE As your Company has no offices abroad nor does it have any business activities outside India, there were no foreign exchange earnings or outflow, during the year under review. EMPLOYEE RELATIONS Relations with the employees remained cordial. The Directors wish to place on record their appreciation for the cooperation received from the employees at all levels. RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. The details of the transactions are elaborated in Form AOC-2 which is an annexed to this report. CODE OF CONDUCT The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders, Further the Certificate on Compliance with Code of Conduct are given in the Corporate Governance Report. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES Vigil mechanism is established for directors and employees to report their genuine concerns or grievance. The Details is given in the Corporate Governance Report. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by company is given in the notes to the financial statements PREVENTION OF INSIDER TRADING The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during theperiod when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 Your Company has always believed in providing a safe and harassment free workplace for every individual working in Cairn India's premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. Proper care is being taken by the company in order to provide a safe and harassment free workplace. RISK MANAGEMENT Pursuant to section 134 (3)(n) of the Companies Act, 2013 & Clause 49 of the listing agreement,the details of the risk management policy of the Company are set out in the corporate governance report forming part of the Boards report. At present the company has not identified any element of risk which may threaten the existence of the company EXTRACT OF THE ANNUAL RETURN Extract of Annual Return of the Company is annexed herewith as annexure to this Report. MANAGEMENT DISCUSSION AND ANALYSIS A Management Discussion and Analysis on the business and operations of the Company forming part of this report is given as a separate section of the Annual Report. CORPORATE GOVERNANCE CERTIFICATE The Compliance Certificate from the Statutory Auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement is annexed to the report. ACKNOWLEDGEMENTS The Directors wish to express their gratitude to the shareholders, bankers, customers & vendor's for the confidence reposed in the Company's management. The Directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution. For and on behalf of the Board of Directors Rasiklal Thakkar Chairman and Managing Director Mumbai August 21, 2015 |