The Directors have pleasure in presenting before you their 20th Annual
Report together with the Audited Accounts of the Company for the year
ended 318t March, 2015.
The financial results of the Company for the year under review are
summarized for your consideration:
Particulars 2014-2015 2013-14
in Rs.) (Amount
Gross Income 46494012 55328394
Profit Before Interest and Depreciation 365321 181197
Finance Cost/Interest 3278 1323
Depreciation 59950 56573
Net Profit Before Tax 302093 123301
Provision for Tax 93390 23395
Net Profit After Tax 208703 99906
Balance of Profit brought forward 663717 663776
Amount Transferred to reserve Nil Nil
Proposed Dividend on Equity Shares Nil Nil
STATE OF COMPANY''S AFFAIRS/ BRIEF DESCRIPTION OF THE COMPANY''S WORKING
DURING THE YEAR/HIGHLIGHTS/OPERATIONS
During the year the total sales of the company was 464,94 lacs. There
has been decline of 15.97% in sales as compare to last year. The net
profit of company during the year is Rs. 2.09 lacs. The profits of the
company have increased by 108.90% as compare to last year''s net profit.
Your Directors have decided to reinvest the earnings in the growth of
business and have decided not to declare any Dividend for the year
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company, Mr. Rohit Jain (01132870),
Director of the Company retire by rotation in the ensuing Annual
General Meeting and being eligible offers himself for re-appointment.
Ms. Nisha Sharma (DIN 07144007) had been appointed as additional
Director. She hold office upto the date of the ensuing Annual General
Meeting and is proposed to be appointed as Directors liable to retire
by rotation by the Members. Mr. Sham Sundar Sharma has resigned from
directorship of the company w.e.f 16th June 2015,
KEY MANAGERIAL PERSONNEL
Pursuant to provisions of section 203 of Companies act 2013, the
company has appointed Mr. Parvesh Kumar Oberoi as Managing Director.
a. ISSUE OF SHARES WJTH DIFFERENTIAL RIGHTS
The Company has not issued any shares with Differential Rights during
the year under review.
b, ISSUE OF SWEAT EQUITY SHARE
The Company has not issued any Sweat Equity shares Employee Stock
Options during the year under review.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAH ACT. 2013
The Company has adopted a policy for prevention of Sexual Harassment of
Women at workplace and has set up Committee for implementation of said
policy. During the year Company has not received any complaint of
MATERIAL CHANGES AND COMMITMENTS/EVENTS SUBSEQUENT TO THE DATE OF
There are no material changes or commitments, effecting the Financial
position of the Company happening between the end of the Financial Year
of the Company and date of this Report.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS & OUTGO
The requisite information has been given by way of an Annexure D-1 to
CHANGES HAPPENING DURING THE FINANCIAL YEAR
Your Directors wish to inform that there have not been any changes in
nature of company''s business during the Financial Year under review.
Further, the Company has no Subsidiary and therefore information
regarding any change in subsidiaries or in the nature of business
carried on by them is not applicable to the Company.
Your Company is committed to maintain the highest standards of
Corporate Governance. As required under Clause 49 of the Listing
Agreement with the Stock Exchange, Report on Corporate Governance is
Annexed as D-2 and forms a part of this Annual Report. A Certificate
from Statutory Auditors confirming compliance with the conditions of
Corporate Governance is also annexed with corporate governance.
BUSINESS RESPONSIBILITY REPORT
Clause 55 of the Listing Agreement is not applicable to the Company.
POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION
Pursuant to the requirement under Section 134(3)(e) and Section 178(3)
of the Companies Act, 2013, the policy on appointment of Board members
including criteria for determining qualifications, positive attributes,
independence of a Director and the brief policy on remuneration of
Directors, KMP and other employees is attached as Annexure D-3, which
forms part of this report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
Management Discussion & Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement is presented in a
separate section as Annexure D-4 forming part of this Annual Report.
PARTICULARS OF REMUNERATION Of DIRECTORS/ KMF/EMPLOYEES:-
In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, there are no
employees falling in the bracket as defined in Rule 5 (2)
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
Annexed as D-7.
NUMBER OF MEETINGS OF BOARD
During the year 2014-15, 4 (Four) Board Meetings were held and 1 (One)
Independent Directors meeting was held on 31.03.2015 as required under
Schedule IV of Companies Act, 2013 and as per Clause 49 of the Listing
Agreement. The dates on which the Board Meetings were held are
28.05.2014, 14.08.2014, 14.11.2014, 13.02.2015 and 31st March 2015.
PERFORMANCE EVALUATION OF THE BOARD. ITS COMMITTEES AND INDIVIDUAL
Pursuant to applicable provisions of the Companies Act, 2013 and the
Listing Agreement with Stock Exchanges, the Board, in consultation with
its Nomination & Remuneration Committee, has formulated a framework
containing, inter-alia, the criteria for performance evaluation of the
entire Board of the Company, its Committees and Individual Directors,
including Independent Directors. Accordingly, following is the criteria
a. Criteria for evaluation of the Board of Directors as a whole:
i. The Frequency of Meetings
ii. Quantum of Agenda
iii. Administration of Meetings
iv. Flow and quantity of Information from the Management to the Board
v. Number of Committees and their role.
vi. Overall performance of ihe Company
b. Criteria for evaluation of the Individual Directors including
i. Experience and ability to contribute to the decision making process
ii. Problem solving approach and guidance to the Management iii.
Attendance and Participation in the Meetings iv. Personal competencies
and contribution to strategy formulation v. Contribution towards
statutory compliances, monitoring of controls and Corporate Governance
The Independent Directors had met separately on 31.03.2015 without the
presence of Non-independent Directors and the members of management and
discussed, inter-alia, the performance of non-independent Directors and
Board as a whole and the performance of the Chairman of the Company
after taking into consideration the views of executive and
Non-Executive Directors. The Nomination and Remuneration Committee has
also carried out evaluation of every Director''s performance. The
Directors express their satisfaction with the evaluation process.
STATUTORY AUDITORS & AUDITORS REPORT:-
M/s Datta Singla & Co., Chartered Accountants, Chandigarh, were
appointed as Statutory Auditors of the Company in the last Annual
General Meeting. As their term expires at the ensuring Annual General
Meeting, they have offered themselves for re- appointment. They are
proposed to be re-appointed from the conclusion of this Annual General
Meeting till the conclusion of next Annual General Meeting of the
The Company has obtained a Certificate from the Auditors under Rule 4
(1) of The Companies (Audit and Auditors) Rules, 2014. They have also
issued a Certificate to the effect that they satisfy the criteria
provided in Section 141 of the Companies Act, 2013.
The Auditors'' Report being self-explanatory requires no comments from
the Directors. Further, there are no reservations, qualifications or
adverse remarks in the Audit Report given by them in respect of the
Financial Year 2014-15.
- SECRETARIAL AUDITORS AND THEIR REPORT
Mr. Kanwaljit Singh (FCS 5901), a Company Secretary in practice having
CP no. 5870, was appointed as Secretarial Auditor of the Company for
the financial year 2014-15 pursuant to Section 204 of the Companies
Act, 2013. The Secretarial Audit Report submitted by him in the
prescribed form MR- 3 is attached as Annexure D-8 and forms part of
this report. The reply to qualifications/observation/remarks by the
Secretarial Auditors are as follow:
The company is in the process of appointing KMPs and Internal Auditor.
The requisite forms and returns will be filed shortly. The official
website of the company will also be made soon.
FRAUDS REPORTED BY AUDITORS
There are no frauds reported by auditors under sub-section (12) of
section 143 including those which are reportable to the Central
Cost Audit is not applicable to the Company.
CONSOLIDATED FINANCIAL STATEMENTS
Company does not have any subsidiary, therefore consolidation is not
required. The details of associates is attached as Annexure D-7.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has laid down adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no material weakness in their operating effectiveness was
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
Pursuant to the requirement of Clause 49 of the Listing Agreement, the
Company is having Risk Management framework covering identification,
evaluation and control measures to mitigate the identified business
The Company has neither accepted nor renewed any deposits during the
Financial Year 2014-15 in terms of Chapter V of the Companies Act,
2013. Information in this regard, therefore, is nil.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY''S OPERATIONS
The Company has not received any significant or material orders passed
by any Regulatory Authority, Court or Tribunal which shall impact the
going concern status and Company''s operations in future.
Your Directors wish to inform that in Compliance with Section 177 of
the Companies Act, 2013 and Clause 49 of listing agreement with the
stock exchange, an audit committee has been duly constituted. The Audit
Committee as on March 31, 2015 comprises of the following Independent
Mr. Vipay Kumar Sharma independent Director
Mr. Sham Sundar Sharma Independent Director
Mr. Rohit -lain Non Executive
Non Independent Director
Details of the Audit Committee have been separately given in the
corporate governance report. Further, all recommendations of Audit
Committee were accepted by the Board of Directors. NOMINATION &
In terms of Clause 49 of the Listing Agreement and pursuant to the
provisions of Companies Act, 2013, Nomination & Remuneration Committee
as on March 31, 2015 comprises of the following Directors:
Mr. Vinay Kumar Sharma Independent Director
Mr. Sham Sundar Sharma Independent Director
Mr. Rohit Jain Non Executive
Non Independent Director
The details of Remuneration Policy and the Committee are furnished in
the Report on Corporate Governance, which is annexed herewith.
STAKEHOLDERS RELATIONSHIP COMMITTEE
In terms of Clause 49 of the Listing Agreement, the Company has
constituted Stakeholders Relationship Committee with following
composition as on March 31, 201 Si- Mr. Vinay Kumar Sharma Independent
Director Mr. Parvesh Kumar Oberoi Managing Director Mr. Rohit Jain Non
Executive Non Independent Director
EXTRACT OF ANNUAL RETURN
The extract of Annual Return as on March 31, 2015 in the prescribed
Form No. MGT-9, pursuant to Section 92(3) of the Companies Act, 2013
and Rule 12 (1) of the Companies (Management and Administration) Rules,
2014 is attached herewith as Annexure D-8 and forms part of this
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013
Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of
loans, guarantees or investments under Section 186 of the Act as at end
of the Financial Year 2014-15 are attached as Annexure D-5 which forms
part of this report.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(11 OF
THE COMPANIES ACT, 2013
The detail of related party transactions is attached as Annexure D-9.
The Company has established a Vigil Mechanism cum Whistle Blower Policy
in terms of Section 177 (10) of the Companies Act, 2013 and also in
terms of Clause 49 of the Listing Agreement.
DIRECTORS'' 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, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
(0 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.
Relations between the Management and the employees at all levels have
been cordial and the Directors wish to express their appreciation for
the cooperation and dedication of the employees of the Company.
The company has devised proper systems to ensure compliance of all laws
applicable to the company and the compliance reports issued by the
Departmental Heads are placed before the Board every Quarter confirming
compliance by the Company with all applicable Laws. LISTING AND
LISTING AGREEMENT :-
The equity shares of the company were earlier listed on BSE Limited.
The company is regular in paying the listing fee. _
In terms of the requirements of Clause 49 (IX) of the Listing
Agreement, the Managing Director and the CFO have submitted necessary
certificate to the Board of Directors stating the particulars specified
under the said Clause. The certificate has been reviewed by the Audit
Committee and taken on record by the Board of Directors.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore there were no funds which were
required to be transferred to Investor Education and Protection Fund
Your Directors wish to express their sincere appreciation to valued
Clients, Bankers, Statutory Authorities and Employees of the company
for their continued support & co-operation.
For & On Behalf of the Board
Date : August 28, 2015 ROHIT JAIN CHAIRMAN