DIRECTORS' REPORT Dear Shareholders, 1. Your Directors are pleased to present herewith the 4th Annual Report on the business and operations of the Company and the Audited Accounts for the year ended 31st March 2015. 2. Dividend In view of the losses, no dividend was recommended. 3. Fixed Deposits The Company has not accepted any fixed deposits from the public and no amount of principal or interest on public deposits was outstanding as on the balance sheet date within the meaning of section 73 and section 74(1) of the Companies Act, 2013 and Rule 2(c) of Companies (Acceptance of Deposits) Rules, 2014. 4. Transfer to Reserves No amount was transferred to the Reserves forthe year ending 31.03.2015. 5. Board of Directors Relevant information on composition of the Board and number of meetings is provided in 'Board of Directors' section of Corporate Governance Report which forms part of this Annual Report. In accordance with the requirements of the Companies Act, 2013 and the Articles of Association of the Company Shri. Niraj Goel, Managing Director and Shri.Pankaj Goel, Director retires by rotation and offers themselves for re-appointment. Your Board of Directors recommends their re-appointment. Their brief profile has been provided elsewhere in this Annual Report. During the year, Smt. Manju Goel (DIN : 00014207) has been appointed as an Additional Director in the capacity of a Non-Executive, Non Independent, Women Director. Pursuant to the provisions of Section 161 of the Companies Act, 2013, Smt. Manju Goel shall hold office up to the date of the ensuing Annual General Meeting of the Company. Considering her experience and expertise, your Board recommends her appointment as Women Director of the Company. Further, Shri Vijay Sushil Kumar Surana (DIN: 02588337), Shri Dilip Kumar Surana (DIN: 02849536) and Shri Manoj Kumar (DIN: 02725357) have been appointed as Additional Directors of the Company in the capacity of Independent Director. These Directors shall hold office up to the date of the ensuing Annual General Meeting of the Company. Considering their varied experience and expertise, your Board recommends their appointment as Independent Directors of the Company for a consecutive period of 5 years. Their brief profile has been provided elsewhere in this Annual Report. Statement on Declaration given by Independent Directors undersub-Section (6) of Section 149 The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of Independence as provided in sub-section (6). 6. Evaluation of the Board's Performance. In compliance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, the performance evaluation of the Board and of its Committees was carried out during the year under review. More details on the same is in the Corporate Governance Report. 7. Familiarization Program for Independent Directors The company has formulated a familiarization program for the Independent Directors to provide insights into the company to enable the Independent Directors to understand its business in depth and contribute significantly to the company. 8. Nomination and Remuneration Policy The company follows a policy on remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination and Remuneration Committee and the Board. More details on the same are given in the Corporate Governance Report.. 9. Director's Responsibility Statement In accordance with clause (c) of sub-section 3 of section 134 of the Companies Act, 2013, the Directors of the Company state: a. That in the preparation of the 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 the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review. c. 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. d. That the Directors have prepared the accounts for the financial year ended 31st March 2015 on a 'going concern basis'. e. That the directors have laid down internal financial controls to be followed by the company and that such financial controls are adequate and operating effectively. f. The Directors had devised proper systems to ensure Compliance with the provisions of all applicable Laws, and that such systems were adequate and operating efficiently. 10. Auditors a) Statutory Auditors The Statutory Auditors of the company M/s Luharuka & Associates, Chartered Accountants, Hyderabad (Firm Reg. No. 01882S) retire at the ensuing Annual General Meeting and are eligible for re-appointment. Your company has received intimation to the effect that, proposed reappointment, if made would be within the prescribed limit under Section 141 of the Companies Act 2013 and also in compliance with the requirements of the Listing Agreement regarding Peer Review. They have confirmed their willingness to accept office, if re-appointed. The Board based on the recommendation of the Audit Committee, recommend the appointment of M/s. Luharuka & Associates, Chartered Accountants as Statutory Auditors of the Company. The Auditors' Report to the Shareholders for the year under review does not contain any Qualifications. b) Internal Auditors The Board of Directors based on the recommendation of the Audit Committee have re-appointed Suresh Chand Agarwal, Chartered Accountant, as the Internal Auditor of your Company. The Internal Auditor is submitting his reports on quarterly basis. c) Secretarial Auditors The Board has appointed M/s.A.S Ram Kumar & Associates, Company Secretary in Practice, to carry the Secretarial Audit under the provisions of section 204 of the Companies Act, 2013 for the financial year 2014-15. The Report of the Secretarial Auditor is annexed to this report as Annexure-A. 11. Particulars of Employees No employee in the organization was in receipt of remuneration, which requires disclosure under section 197 of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Company has around 50 employees, as permanent employees on the roll of the Company. 12. Corporate Governance As per revised Clause 49 of the Listing Agreement on Corporate Governance, the company has complied with the Corporate Governance requirements under Companies Act, 2013 and as stipulated under the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance under the Listing Agreement, along with a certificate from the auditors confirming the compliance, forms part of this Report. 13. Risk Management Policy The company has instituted a proper mechanism for identifying and establishing controls to effectively manage different kinds of risks. At present the threats, risks and concerns being felt are due to stiff competition in the market, consolidation of manufacturers, who have branded products and fluctuations in prices as well as availability of raw materials. 14. Management Discussion and Analysis Report Pursuant to the provisions of Clause 49 of Listing Agreement, a report on Management Discussion & Analysis is herewith annexed as Annexure B to this report 15. Whistle Blower Policy The company has in place a Whistle Blower Policy for Vigil Mechanism for Directors and Employees to report to the Management about unethical behavior, fraud, violation of Company's Code of Conduct. None of the personnel has been denied access to the Audit Committee. 16. Declaration about Compliance with Code of Conduct by Members of the Board and Senior Management Personnel The company has complied with the requirements about the Code of Conduct for Board members and Senior Management Personnel. 17. Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 The company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainee) are covered under the Policy. The following is a summary of sexual harassment complaints received and disposed off during each year: a) No. of Complaints Received : NIL b) No. of Complaints Disposed off : NIL 18. Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo Particulars pursuant to the provisions of section 134 read with Rule 8 of Companies (Accounts) Rules, 2014 of the Companies Act, 2013 are given in the Annexure C, forming a part of this Report. 19. Disclosures under the Companies Act, 2013 i. Extract of Annual Return An Extract of Annual Return prepared in accordance with section 92(3) of the Companies Act, 2013 in Form MGT-9 is annexed as Annexure D to this Report. ii. Numberof Board Meetings The Board of Directors met Five (5) times during the year 2014-15. The details of Board Meeting and attendance of Directors is provided in the Corporate Governance Report. iii. Change in Share Capital There was no change in Share Capital during the year 2014-15. iv. Composition of Audit Committee The Board has constituted the Audit Committee which comprises of Shri. PVR lyyengar, as the Chairman, Shri Manoj Kumar Dugar and Shri. Sandeep Gupta as the members of the committee. More details on the Committee are given in the Corporate Governance Report, forming a part of this Report. v. Related Party Transactions All Related Party Transactions are entered on Arm's Length basis and are in compliance with the Companies Act, 2013 and the Listing Agreement. There are no materially significant related party transactions made by the company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the company at large. All Related Party Transactions are presented to the Audit Committee and the Board. Approval is obtained for transactions which are foreseeable and repetitive in nature. Astatement of all Related Party Transactions is presented before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the transactions. vi. Loans/Guarantees/Investments under section 186 of Companies Act, 2013 No Loans/Guarantees/ Investments under section 186 of Companies Act, 2013 have been made during the year 2014-15. 20. Significant and Material Orders passed by the Regulators or Courts There are no material significant orders passed by the Regulators or Courts which would impact the going concern status of the company and its future operations. 21. Human Resource Your company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and the work environment propels them to achieve higher levels of performance. The unflinching commitment of employees is the driving force behind the company's vision. Your company appreciates the dedication of its employees. 22. Acknowledgements Your Directors wish to express their appreciation for the cooperation and continued support received from the Industrial Development Bank of India, the Company's Bankers. Your Director's also take this opportunity to place on record their appreciation for the dedicated services rendered by the executives, managers, officers, employees and workers for the dedication and sense of commitment shown by the employees at all levels and their contribution towards the performance of the Company. By Order of the Board Sd/-Pankaj Goel Director (DIN 00010059) Sd/-Niraj Goel Managing Director (DIN 00278413) Place : Secunderabad Date : 10.08.2015 |