The Directors present their 50th Annual Report of the Company together
with the Audited Statements of Accounts for the year ended 31st March,
1. FINANCIAL RESULTS
The Company''s financial performance for the year under review along
with previous years figures are given hereunder:
(Rs. in Lacs)
Particulars Year ended Year ended
Net Sales /Income from
Business Operations 7429.37 9515.97
Other Income 71.15 103.43
Total Income 7500.52 9619.40
Interest 1062.58 1022.22
Profit /(Loss) before Depreciation (1266.72) 336.68
Depreciation 173.43 278.12
Profit /(Loss) after
depreciation and Interest (1440.15) 58.56
Current Income Tax - -
Deferred Tax - -
Net Profit (Loss) after Tax (1440.15) 58.56
Dividend (including Interim
if any and final ) - -
Net Profit /(Loss) after
dividend and Tax (1440.15) 58.56
Amount transferred to General Reserve -
Balance carried to Balance Sheet (1440.15) 58.56
Earning in Rupee per share (Basic) (28.80) 1.17
Earning in Rupee per Share(Diluted) (28.80) 1.17
2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
Your Directors wish to present the details of Business operations done
during the year under review:
During the year under review the Company could achieve reduced turnover
of Rs. 7429.37 Lacs against Rs. 9515.97 Lacs of previous year and
incurred loss of Rs.1440.15 Lacs against profit of Rs. 58.56 Lacs of
previous year. The reduction in turnover of 22% of previous year is due
to the continuous stress on liquidity. In the current year growth is
expected in sale of banking automation, measuring instruments and power
No Dividend is recommended for the current financial year due to loss
incurred by the Company. (Previous Year - Nil)
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
In terms of Section 125 of the Companies Act, 2013, any unclaimed or
unpaid Dividend relating to the financial year 2007-08 is due for
remittance to the Investor Education and Protection Fund established by
the Central Government on 17/07/2015.
5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which
these financial statements relate on the date of this report.
6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology
absorption, Foreign exchange Earnings and outgo as required under
Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 is furnished in Annexure to the
Directors'' Report and is attached to this report.
7. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY
During the year under review your company has formed Risk Management
Committee to identify and evaluate elements of business risks.
8. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Due to the losses incurred presently during the year under review,
Corporate Social Responsibility could not be implemented. However on
improved performances, the same will be implemented.
9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013
The particulars of Loans, Guarantees or Investments made under Section
186 is furnished in Notes to Financial Statement no. 26 under item No.
9 and is attached to this report.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The particulars of Contracts or Arrangements made with related parties
made pursuant to Section 186 is furnished in Notes to Financial
Statement No. 26 and is attached to this report.
11. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY
SECRETARY IN THEIR REPORTS
There were no adverse comments, qualifications or reservations or
adverse remarks by the Statutory Auditors nor practicing Company
Secretary in the Secretarial Audit Report. The Secretarial Audit Report
in terms of Section 204 is annexed as Annexure-A to this report.
12. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Company''s Policy relating to appointment of Directors, payment of
Managerial remuneration, Directors'' qualifications, positive
attributes, independence of Directors and other related matters as
provided under Section 178(3) of the Companies Act, 2013 is in process,
due to inadequate profit, the present Executive Director is not drawing
13. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the companies (Management and administration)
Rules, 2014 is furnished in Annexure-B and is attached to this Report.
14. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had 5 (Five) Board meetings during the financial year under
15. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submit its responsibility Statement:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had 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 of the company for that period;
(c) the directors had 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;
(d) the directors had prepared the annual accounts on a going concern
(e) the directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively. - Not applicable to Private Limited Company. Internal
financial control means the policies and procedures adopted by the
Company for ensuring the orderly and efficient conduct of its business
including adherence to Company''s policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records and the timely preparation
of reliable financial information.
(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 effectively.
16. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The details of financial performance of Subsidiary Company Sprylogic
Technologies Limited, recorded turnover of Rs. 233.68 Lacs during the
year as against Rs.210.38 Lacs in the previous year. The operations
during the year have resulted into a profit before tax of Rs. 26.41
Lacs as against profit before tax of Rs.37.05 Lacs during the previous
The Company has neither accepted nor renewed any deposits during the
year under review.
In accordance with the provisions of the Companies Act, 2013, Mrs.
Amrita P Deodhar (DIN:00538573) is liable to retire by rotation at the
forthcoming Annual General Meeting and being eligible offer herself for
Mr. Nishith P. Deodhar, Managing Director (DIN: 01614848), Mr. Amit
Goenka, Director (DIN: 00017707) and Mr. Mukund Galgali (DIN: 01998552)
have resigned from the Board during the year.
Mr. PS. Deodhar was appointed as Managing Director designated as
Chairman & Managing Director during the year.
19. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(6)
of the Companies Act, 2013 so as to qualify themselves to be appointed
as Independent Directors under the provisions of the Companies Act,
2013 and the relevant rules.
20. STATUTORY AUDITORS
The Statutory Auditors, M/s Shahade & Associates, Chartered Accountants
(ICAI Registration No. 109840W), retire at the forthcoming Annual
General Meeting. They have furnished a certificate confirming their
eligibility for re-appointment under provisions of Section 141 of the
Companies Act, 2013 and expressed their willingness to be re-appointed.
You are requested to appoint the Auditors for the current year and fix
21. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL
The Audit Committee consists of the following members
a. Mr. A.G Joshi (DIN: 00019927)
b. Mr. Jayant Deo (DIN: 00568381)
c. Dr. S.K. Hajela (DIN: 01001987)
The above composition of the Audit Committee consists of independent
Directors viz., Mr. A.G Joshi (DIN: 00019927), Mr. Jayant Deo (DIN:
00568381) and Dr. S.K. Hajela (DIN: 01001987) who form the majority.
The Company has established a vigil mechanism and oversees through the
committee, the genuine concerns expressed by the employees and other
Directors. The Company has also provided adequate safeguards against
victimization of employees and Directors who express their concerns.
The Company has also provided direct access to the chairman of the
Audit Committee on reporting issues concerning the interests of co
employees and the Company.
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(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 the work place
(Prevention, Prohibition and Redressal) Act, 2013. All employees
(permanent, contractual, temporary, trainees) are covered under this
policy. No sexual harassment complaints were received during the year
Your Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government Authorities
for their continued support extended to your Company''s activities
during the year under review. Your Directors also acknowledges
gratefully the shareholders for their support and confidence reposed on
For and on behalf of the Board of Directors
Date: May 23, 2015 P.S. Deodhar (DIN:00393117)
Place: Thane Chairman & Managing Director