The Directors of your Company have pleasure in presenting the 34th
Annual Report on the affairs of the Company together with the Audited
Accounts of the Company for the financial yearended 31st March, 2015.
The Financial Results for the year are as under:- (Rs in Lac)
PARTICULARS (6 Months)
Revenue from operations (Net) 3826.21 2404.79
Profit before Depreciation, Interests Tax (PBDIT) 76.60 (55.33)
Less: lnterest& Financial expenses - 7.96
Profit/(Loss) before Depreciations Tax (PBDT) 76.60 (63.29)
Less: Depreciation 57.16 114.88
Profit / (Loss) before tax 19.44 (178.17)
Your Directors regret their inability to propose any dividend with a
view to strengthen the financial position by way of retaining the
earnings for the business operations of the Company.
No amount, which the Board proposes to carry to any reserves.
WORKING OF THE COMPANY: OPERATIONS
During the year your Company has achieved a turnover of Rs. 3826.21 Lac
and earned a profit of Rs.19.44 Lac. There has been no change in the
nature of business of your Company during the financial year 2014-15.
MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT
As required under Clause 49 of the Listing Agreements with Stock
Exchanges, the Management Discussion and Analysis Report is enclosed as
a part of this report.
The Company has adopted the Corporate Governance Policies and Code of
Conduct which set out the principle of running the Company with
fairness, transparency and accountability. Your Company has taken
adequate steps to adhere to all the stipulations laid down in Clause 49
of the Listing Agreement. A separate report on Corporate Governance
forming part of the Annual Report of the Company is annexed hereto. A
certificate from the Statutory Auditors of the Company M/s. V. Singhi &
Associates, Chartered Accountants confirming the compliance with the
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement is annexed to the report on Corporate Governance.
The shares of your Company are listed at the Bombay Stock Exchange Ltd.
and the National Stock Exchange of India Ltd. The applicable annual
listing fees for the year 2015-16 have been paid to the stock exchanges
before the due date.
The Company has not accepted any public deposits during the financial
year 2014-15, in terms of chapter - V of the Companies Act, 2013 and as
such, no amount on account of principal and interest was outstanding as
on the date of Balance Sheet.
CORPOARTE SOCIAL RESPONSIBILITY
The provisions of Companies Act, 2013 regarding Corporate Social
Responsibility are not attracted to the Company.
In accordance with the provisions of Companies Act, 2013 Shri Alok
Krishna Agarwal, Non-Executive Director retire by rotation at the
ensuing Annual General Meeting, and being eligible offers himself for
At the 33rd Annual General Meeting of the Company held on 27th
September, 2014 the Company had appointed Smt. Shailja Haldia as
Independent Director as per provisions of Section 149 and other
applicable provisions of the Companies Act, 2013 for 5 consecutive
years for a term upto the conclusion of the 38th Annual General Meeting
and will not be liable to retire by rotation during her term of 5
Shri M. P. Rajan, Shri V. S. Crishna, were appointed as Independent
Directors under erstwhile Companies Act, 1956 for a period of 5
consecutive years from the date of appointment as Independent Director
i.e. December 6, 2013 upto December 5, 2018 and will not be liable to
retire by rotation during their term of 5 years. Mr. Umesh Wamorkar,
Nominee Director, resigned from the Company w.e.f. 03.06.2014.
STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION
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).
The Independent Directors have confirmed and declared that they are not
dis-qualified to act as an Independent Director in compliance with the
provisions of Section 149 of the Companies Act, 2013 and the'' Board is
also of the opinion that the Independent Directors fulfils all the
conditions specified in the Companies Act, 2013 making them eligible to
act as independent Directors.
KEY MANAGERIAL PERSONNEL
The following persons were formally appointed as Key Managerial
Personnel (KMP) of the Company effective from August 4,2014 in
compliance with the provisions of section 203 of the Companies Act,
1. Shri Balesh Kumar Bagree, Chief Financial Officer
2. Ms. Nidhi Binnani, Company Secretary
Shri Vilas Agrawal continues to be the Whole-time Director of the
In compliance with the Companies Act, 2013 and Clause 49 of the Listing
Agreement, the performance evaluation of the Board and that of its
Committees and individual directors was carried out during the year
under review. The Directors expressed their satisfaction with the
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring
compliance with the provisions of section 134(3)(c) read with section
134(5) of the Companies Act 2013 and clause 49(lll)(D)(4)(a) of the
listing agreement with Stock Exchange in the preparation of the annual
accounts for the year ended on March 31,2015, it is hereby confirmed:
i) That in the preparation of the annual accounts for the financial
year ended March 31, 2015, the applicable accounting standards have
been followed along with proper explanation relating to material
ii) That the selected accounting policies were applied consistently and
the Directors 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 period and of the profit and
loss amount of the Company for the same period;
iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act ,2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
iv) the annual accounts have been prepared on a going concern basis;
v) the internal financial controls have been laid down and such
internal financial controls adequate and were operating effectively;
vi) the Company has adequate internal systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
INTERNAL CONTROL SYSTEM ,
The company has a proper and adequate system of internal control to
ensure that all assets are safeguarded, and protected against loss from
unauthorized use or disposition, and that all transactions are properly
authorized, recorded and reported correctly to the management. The
Company is following all the applicable Accounting Standards for
properly maintaining the books of accounts and reporting financial
statements. The internal auditor of the company checks and verifies the
internal control and monitors them in accordance with policy adopted by
The Company has laid down well defined risk management mechanism
covering the risk exposure, potential impact and risk mitigation
process. The Board periodically reviews the risks and suggests steps to
be taken to control and mitigate the same through a properly defined
In line with the new regulatory requirements, the Directors of the
Company has formally framed a Risk Management Policy to identify and
assess the key risk areas, monitor and report compliance and
effectiveness of the policy and procedure.
The Satatutory Auditors, M/s. V. Singhi & Associates, Chartered
Accountants, Kolkata will retire at the conclusion of the ensuing
Annual General Meeting and being eligible have offered themselves for
re-appointment as Statutory Auditors for the financial year 2015-16.
The Statutory Auditors of the Company have submitted Auditors'' Report
on the accounts of the Company for the financial year ended March
31,2015. The Notes on financial statement referred to in the
Auditors'' Report are self- explanatory and do not call for any
further comments. The Auditors'' Report does not contain any
qualification, reservation or adverse remark.
M/s. Nupur Jain & Company, Cost Accountant, were re- appointed as Cost
Auditors of the Company to conduct cost audit of the accountants
maintained by the company for the financial year 2014-15. The cost
Audit report for the 6 months period ended on March 31,2014 was
submitted on March 31,2014 vide SRN S29825858 in Form I- XBRL . The
cost audit report for the year ended on March 31,2015, will be
submitted before the due dates as prescribed by Law.
SECRETARIAL AUDIT REPORT
The Board of Directors of the Company has appointed Shri Ashish Nayak,
Practicing Company Secretary, as Secretarial Auditor of the
Company to conduct Secretarial Audit for the financial year ended March
31,2015, pursuant to the provisions of Section 204 (1) of the Companies
Act, 2013 read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014.
The Secretarial Audit Report submitted by Shri Ashish Nayak, a Company
Secretary in practice in prescribed form MR-3 is enclosed as a part of
this report as Annexure-A. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark.
DISCLOSURES UNDER THE COMPANIES ACT, 2013
i) EXTRACT OF ANNUAL RETURN U/S 92(3) ,
The details forming part of the extract of the Annual return in Form
MGT-9 is enclosed as Annexure - B
ii) NUMBER OF BOARD MEETINGS
The Board of Directors met 4 (four) times in the financial year ended
31st March, 2015. The details of the Board meeting and the attendance
of the Directors are provided in the Corporate Governance Report.
iii) RELATED PARTY TRANSACTIONS
Related party transactions that were entered during the financial year
were on arm''s length basis and were in the ordinary course of
business and are in compliance with the applicable provisions of the
Act and the listing agreement. Flowever, there were material related
party transactions in terms of clause
49 of the listing agreement in respect of which necessary disclosures
and compliance has been made by your Company. There were no materially
significant related party transactions made by the Company with
promoters, directors, key managerial personnel or their relatives,
which could have had a potential conflict with the interests of the
Company at large.
All Related Party Transactions are placed before the Audit Committee as
also the Board for their approval.
For details of transactions with the related parties please refer Note
29 to the financial statement.
Particulars of contracts or arrangements entered during the year is
enclosed in Annexure-C as Form AOC-2.
iv) COMPOSITION OF AUDIT COMMITTEE
The Board has re-constituted the Audit Committee which comprises of
Shri M.P. Rajan, as the Chairman, Shri V. S. Crishna and Shri Vilas
Agrawal, as the members. All the recommendations made by the Audit
Committee were accepted by the Board of Directors. More details on the
Committee are given in the Corporate Governance Report.
V) VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a vigil mechanism for directors and employees to report
genuine concerns has been established. In order to ensure that the
activities of the Company and its employees are conducted in a fair and
transparent manner by adoption of highest standards of professionalism,
honesty, integrity and ethical behaviour the company has adopted a
vigil mechanism policy. This policy is explained in Corporate
VI) There were no material changes and commitments affecting the
financial position of the Company occurring between 31st March, 2015
and the date of this Report.
VII) There is no change in the business of the Company.
VIII) There were no significant and material orders passed by
regulators or courts or tribunals impacting the growing concern status
and Company''s operation in future.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
COMPANIES ACT, 2013
For operationai betterment, it is imperative to invest in modernization
and upgradation of the Company''s production facilities. In absence of
definite line of credit to your Company for such capital investment,
your Company has agreed to the proposal of M/s. Wearit Global Ltd.
(WGL) of providing corporate guarantee to its consortium bankers for
raising credit assistance for capital expenditure as well as to fund
the working capital requirement of your Company in a mutually
benefitting manner. Your Company is engaged in job work arrangement
with WGL and have mutually agreed to diversify in varied ''high
valued'' products through modernization of your Company''s production
facility. Fience in the interest of the Company and acknowledging the
rationality of the arrangement, your Company has given Corporate
Guarantee to the consortium bankers of WGL on terms and conditions
which are not prejudicial to the interest of your Company and is in
adherence to the applicable provision of the Companies Act, 2013.
However, in the process, the amount of guarantee provided has
marginally exceeded the prescribed limits for which your Company has
taken all necessary steps for ratifying the same in the ensuing Annual
Genera! Meeting of the Company.
PARTICULARS OF EMPLOYEES
The information required pursuant to section 197 read with Rule 5 of
the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company is as follows:
The company has one Whole-time Director who was appointed without any
remuneration. He has voluntarily agreed to forgone remuneration due to
the financial constraints being faced by the Company. Further, no
sitting fees has been paid to any director during the year.
The particulars of the employees who are covered by the provisions
contained in Rule 5(2) and rule 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are:
a) Employed through out the year Nil
b) Employed for part of the year Nil
The remuneration paid to all Key management Personnel was in accordance
with remuneration policy adopted by the company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
The prescribed particulars of Conservation of Energy, Technology
Absorption and R & D activities required U/s 134(3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014
are attached asAnnexureD&E which forms part of this Report.
FOREIGN EXCHANGE EARNINGS AND OUTGO
During the period, the Company has not made any export, hence the
export earning is Nil. ACKNOWLEDGEMENT
Your Directors take this opportunity to express their thanks to the
Central and State Government authorities, Regulatory authorities, Stock
Exchanges and Company''s Bankers for the assistance, co-operation and
encouragement they extended to the Company.
Your Directors also wish to place on record their appreciation for the
continuing support and unstinting efforts of investors, vendors,
business associates and employees in ensuring an excellent all round
For and on behalf of the Board of Directors
Date: 30th May, 2015 (Shaiija Haldia) (Vilas Agrawal)
Place: Kolkata Director Whole-time Director