DIRECTORS' REPORT_ TO THE MEMBERS: The Directors are pleased to present the 29th Annual Report of the Company together with its Audited Financial Statements for the year ended March 31, 2015. 2. Company Performance The Operational performance of the Company is discussed in detail under Management Analysis and Discussion Report. 3. Fixed Deposits: The Company has not accepted any fixed deposits, within the meaning of section 73 of the companies Act 2013, Read with the Companies (Acceptance of Deposits) Rules, 2014 during the period under review. 4. Board of Directors: The Board of directors has met five (5) times during the year on a quarterly basis to review and consider the quarterly financials of the Company and the meeting dates are provided in the Corporate Governance Report, Sri T R Seetharaman, Director retire by rotation and is eligible for reappointment. 5. Key Managerial persons: The key managerial persons of the company presently are Sri Nalinikant Amartlal Rathod, Chairaman, Sri Tribhuvan Simh Rathod, Managing Director and M. Subba Rao Chief Financial Officer. 6. Internal Controls and Systems: The company has an internal control system, commensurate with size and, scale and complexity of its operations 7. Details of significant Material orders: No significant and material orders were passed by the regulations or courts or tribunals impacting the going concern status and future operation of the Company. 8. Independent Directors Declaration as per Section 149 of the Act: The declarations received from the Independent Directors pursuant to the provisions of Section 149 of Companies Act, 2013, were taken on record by the Board 9. Auditors and Audit Report M/s M.S Krishnaswami & Rajan, Chartered Accountants,(Firm Reg No.01554S), Who are statutory auditors of the company to hold office up to the forth coming Annual General Meeting and being eligible recommended for re-appointment as statutory auditors to hold office till conclusion of 30th Annual General Meeting. Pursuant to the provisions of Sec.139 of the Companies Act, 2013 and the rules framed there-under, the company has obtained written confirmation from M/S Krishnaswami & Rajan, Chartered Accountants, (Firm Reg No.01554S), that their appointment, if made, would be in conformity with limits specified in the said section. Regarding the Qualifications/Comments of auditors in their report, the directors wish to state: In order to make company's business viable, the company has drawn plans to merge Two associate companies (Athreya Finance Ltd and Bell Granito Ceramica Ltd) with the company. For this purpose a modified draft. Rehabilitation scheme has been submitted with BIFR for approval which is pending before BIFR. Further in respect of qualifications/Comments of the auditor company has sought relief from BIFR in the modified draft rehabilitation scheme submitted. Once the approval of said Scheme is received all the qualifications/comments of auditors in their report get cleared. The secretarial auditor in his report dated 24.7.15 has made certain remarks, for which the company is in the process of regularising the same. 10. Cost Audit: As per the provisions of Section 148(1) of the Companies Act, 2013, Read with Companies (Cost Records and Audit) Rules 2014, as amended from time to time, the maintenance of cost records and the requirement of audit of cost records accordance with the applicable rules are not applicable to the company. 11. Particulars of loan/guarantee or Investments by the Company: The company has not made loans, guarantees and investments covered under section 186 of the companies Act, 2013. 12. Particulars of related party contracts and other arrangements under section 188 of the company: All related party transactions that were entered into during the year under review were on arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013. Suitable disclosures as required under AS 18 have been made in notes to the financial statements. 13. Whistle Blower Policy: The company has a Whistle Blower policy to report genuine grievances. The Company promotes a favorable environment for employees to have an open access to the audit committee, Functional heads and Managing director so as to ensure ethical and fair conduct of the business of the company. 14. Remuneration and Nomination policy: The Board of directors has framed a policy which lays down the frame work in relation to remuneration to Directors, Key Managerial Personnel and Senior Management of the company. The policy also lays down the criteria for selection and appointment of Board members. The details of this policy are explained in the Corporate Governance Report. 15. Board Evaluation: Pursuant to the provisions of Companies Act, 2013, and clause 49 of the Listing Agreement, the performance evaluation of the Independent Directors was made. Performance evaluation of the chairman and the Non Independent directors was carried out by independent Directors. The Board expressed their satisfaction with the evaluation process. 16. Implementation of Risk Policy: Pursuant to Clause 49 of the listing Agreement, the Company has framed a Risk Management Policy. This policy framework enables the company to identify and evaluate risks and opportunities. This framework seeks to create transparency, minimize adverse impact on business objective and enhance the Companies competitive advantage. 17. Corporate Social Responsibility: The company has incurred loss in the current year and past 3 years also. Hence the Corporate social responsibility is not applicable to the company. 18. Conservation of Energy, Technology Transfer and Foreign Exchange Earnings and Outgo: Particulars pursuant to the provisions of section 134(3)(m) of the Act, read with the Companies (Accounts) Rules, 2014 is furnished in the Annexure to this report. 19 RESERVES During the year the Company has not transferred any amounts to General Reserves or any other reserves. 20. INFORMATION ABOUT SUBSIDIARY / JOINT VENTURES: Your Company does not have any subsidiary or Joint Ventures nor is a subsidiary or Joint Venture to any other Company. 21.SHARE CAPITAL The Authorised Share Capital of the Company as on date of Balance Sheet is Rs.100,00,00,000/- divided into 10,00,00,000 equity shares of Rs.10/- each The paid up share capital of the company as on date of balance sheet is Rs. 98,27,92,390/- divided into 9,82,79,239 equity shares of Rs.10/- each. During the year under review, the company has neither increased the Authorised share capital nor allotted any equity shares 22. Option to all the directors to participate in Video conference. Pursuant to Section 173(2) of the Companies Act, 2013, Company can hold Board Meeting through Video Conferencing. Ministry of Corporate Affairs also released a notification in this regard. These new rules enable the Directors sitting at place other than the venue decided by the Board of Directors to participate in the Meeting through Video Conferencing. Board of Directors has given option to all the Directors of the company, if interested, to participate in the Board Meeting through Video Conferencing by giving advance intimation to the Board. 23 Extract of Annual return: The details forming part of the extract of the annual return in form MGT-9 as required under section 92 of the companies Act 2013 is included in this Report as Annexure-A and forms as integral part of this Report. 24.Secretarial Audit: Pursuant to the provisions of section 204 of the companies act 2013 and rules made there under the company has appointed M/s A.S. Ramkumar & Associates, a firm of Practicing Company Secretaries (C.P No.9228) to undertake the Secretarial Audit of the company. The secretarial audit report is included as Annexure - B and forms an integral part of this report. 25. Directors' Responsibility Statement: Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors of the Company to the best of their knowledge and ability confirms that:- i. In the preparation of the Annual accounts for the year ended 31st March 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures. ii. And applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company as at 31st March 2015 and of the profit of the company for the year ended on that date; iii. That 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 safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv. The Annual Accounts have been prepared based on going concern basis. v. That the Directors have laid down the Internal Financial controls to be followed by the company and that such internal Financial controls are adequate and operating efficiently and vi. That the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently. 26. Human resources and industrial relations: The relationships with employee have been fairly cordial. 27. Appreciation: Your director's wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work and support your company's achievements would not have been possible. Your directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers and various State and Central Government Agencies. The Directors also take this opportunity to thank the shareholders for their continued confidence reposed in the Management of the company. By Order of the Board of Directors Sd/- Nalinkant Amratlal Rathod (DIN 00272129) Chairman Sd/- T R Seetharaman (DIN 02385221) Director Place: Singapore Date: 24th July, 2015 |