DIRECTORS' REPORT TO THE MEMBERS 1. The directors take pleasure in presenting their 22nd Annual Report together with the audited financial statements for the Year ended March 31st, 2015. The Management Discussion and Analysis has also been incorporated into this report. 2. Performance Review During the year company has reported total income of Rs. 324.49 Lakhs as against the total income of Rs. 96.30 Lakhs in the previous year,Net profit of the company during the current year stands at Rs. 0.60 Lakhs as against profit of Rs. 0.53 Lakhsin the Previous year. 3. Dividend Directors do not recommend any dividend for the year. 4. Share capital The issued Equity Share capital as on 31st March, 2015 is Rs.560.73Lacs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. On 15th December, 2014 Board of directors of the company had by passing board resolution forfeited 1516600 shares on which amount of Rs. 11321250 remains unpaid. Consequent to such forfeiture paid up Equity capital of the company as on 31st March,2015 stands at Rs.409.07 lakhs. 5. Directors' Responsibility Statement To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures. ii. 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 the profit and loss account of the company for that period. iii. The Directors have 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. iv. The Directors have prepared the annual accounts on a going concern basis. v. 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. vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 6. Listing on Stock Exchanges Your Company's shares are listed on Ahmedabad Stock Exchange Limited. 7. Corporate Governance As required by Clause 49 of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis, and the Auditor's Certificate regarding compliance of conditions of Corporate Governance, form part of the Annual Report. 8. Secretarial Audit Report Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs Jalan Alkesh & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. No adverse comments have been made in the said report by the Practicing Company Secretary. The Secretarial Audit Report is annexed herewith as "Annexure C". 9. Extract of the Annual Return and other disclosures under Companies (appointment & Remuneration) Rules, 2014 The Extract of Annual Return in form No. MGT-9 as per Section 134 (3) (a) of the Companies Act, 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 and Rule 12 of Companies (Management & Administration) Rules, 2014 is annexed herewith as "Annexure D" and forms part of this report. Further the Disclosure in the Board Report under Rule 5 of Companies (Appointment &Remuneration) Rules, 2014 is also annexed herewith as "Annexure E" and forms part of this report. 10. Declaration on Independent Directors The Board of Directors declare that the Independent Directors Mr. Maulik Shah and Mr. Dinesh Chauhan are: a. in the opinion of the Board, are persons of integrity and possesses relevant expertise and experience; b. (i) who were or were not a promoter of the company or its holding, subsidiary or associate company (ii) who are not related to promoters or directors in the company, its holding, subsidiary or associate Company; c. Who have or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial year; d. None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company or their promoters, or directors, amounting to two percent or more of its gross turnover of total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year; e. Who, neither himself nor any of his relatives - i. holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial year immediately preceding the financial year in which he is proposed to be appointed; ii. is or has been an employee or propriety or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of - A. a firm of auditors or company secretaries in practice or cost auditors or the company or its holding, subsidiary or associate company; or B. any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm; iii. holds together with his relative two per cent, or more of the total voting power of the company; or iv. is a Chief Executive or director, by whatever name called, of any nonprofit organization that receives twenty-five percent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or f. Who possesses such other qualification as may be prescribed. 11. Particulars of Loans, guarantees or investments Loans, Guarantees and Investments covered under Section 186 of the Companies Act,2013 form part of the notes to the financial statements provided in the Annual Report. The loans and advances mentioned in the financial statement have been given for business purpose. 12. Deposits Your company has not accepted deposits from public as envisaged under Sections 73 to 76 of Companies Act, 2013 read with Companies (acceptance of Deposit) Rules, 2014. 13. Related Party Transactions No related party transaction was taken place during the year under review. 14. Conservation of Energy, technology absorption, foreign exchange earnings and outgo The company has no activities relating to conservation of energy as technology absorption. The company has no foreign earnings as outgo. 15. Risk Management Policy implementation The Company has developed comprehensive risk management policy and same is reviewed by the Audit Committee, which in turn, informs the Board about the risk assessment and minimization procedures. Major risks identified for the Company by the management are Currency fluctuation, Compliance, Regulatory changes, Manufacturing & Supply, Litigation, Information Technology and new capital investments return. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialise. Since the risk control frame work is new to Indian Corporate Culture, it is being strengthened on continuous basis using the outside professional help. 16. Corporate social responsibility Section 135 of the Companies Act, 2013 has imposed CSR mandate on companies having minimum threshold limit of net worth, turnover or net profit as prescribed. Since the company does not meet any one of these criterion, it remains outside the purview of Sec.135 and consequently the reporting requirements thereunder do not at present apply to us. The company however as a responsible corporate citizen has constituted a CSR Committee and formulated a CSR policy. Its CSR Policy on voluntary basis is furnished in Annexure- F forming part of this report. 17. Disclosure under the Sexual Harassment of Women at Workplace( Prevention, Prohibition and Redressal) Act, 2013 The company has in place an Anti harassment policy in line with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Any complaint/ grievances from women employees are reported to Chairman and Managing Director. All employees (Permanent, contractual, temporary, trainees) are covered under the policy. There was no complaints received from any employee during the financial year 2014-15 and no complaint is outstanding as on 31/03/2015. 18. Directors: A) Changes in Directors and Key Managerial Personnel The Board of Directors had on the recommendation of the Nomination & Remuneration Committee appointed Mr. Karan Mishra as Chief Financial Officer on 30th September,2014. The Board of Directors had on the recommendation of the Nomination &Remuneration Committee appointed Ms. Monika Shah as Company Secretary on 5thDecember,2014. Mr. Govind Patel, a Non Executive Director of the Company had given resignation from the Board of Directors with effect from 9th March,2015. The Board has placed on record its appreciation for the outstanding contributions made by Mr. Govind Patel during their respective tenures of office. The Board of Directors had appointed Ms. Monika Shah as an Additional Directors of the Company in the category of Non Independent Directors with effect from March 9,2014. B) Formal Annual Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. 19. Auditors M/s S. S. Dasani & CO., Chartered Accountants, retires as statutory Auditors of the company at the ensuing Annual general Meeting and is eligible for re-appointment. The company has received a certificate from the Auditors stating that their appointment is made is within the limits prescribed under the Companies Act,2013 and Rules framed there under. Members are requested to reappoint the firm as provided in the notice to them. 20. Whistle Blower Policy In accordance with the requirements of the Act, read with Clause 49 of the Listing Agreement(s), the Company has a Whistle Blower Policy approved by the Board of Directors. The objectives of the policy are: To provide a mechanism for employees and directors of the Company and other persons dealing with the Company to report to the Audit Committee; any instances of unethical behavior, actual or suspected fraud or violation of the Company's Ethics Policy. To safeguard the confidentiality and interest of such employees/directors/other persons dealing with the Company against victimization, who notice and report any unethical or improper practices. To appropriately communicate the existence of such mechanism, within the organization and to outsiders. Whistle blower policy is available on website of the Company. The Company confirms that no personnel has been denied access to the audit committee pursuant to the whistle blower mechanism 21. Acknowledgements The Directors gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF Mansukh Patel Chairman and Managing Director DIN:00162160 Dinesh Chuahan Director DIN: 00977893 Place: Ahmedabad Date: 29/05/2015 |