The Directors have pleasure in presenting 52nd Annual Report together
with Audited Annual Accounts of the Company for the year ended 31st
I. FINANCIAL PERFORMANCE
Rs. In Lakhs
FINANCIAL RESULTS 2014- 2015 2013-2014
Profit/(Loss) before Finance Cost 78.65 256.25
Less: Finance Cost 154.80 136.66
Cash Profit/(Loss) (76.15) 119.59
Depreciation 60.17 61.87
Net Profit/(Loss) (136.32) 57.72
Provisions for Deferred Tax 8.17 14.57
Transfer from General Reserve - -
Carried over to next year (144.49) 72.29
In view of the Company having losses during the year, the Directors
hereby express their inability to recommend any dividend for the year
ended 31st March, 2015.
AMOUNTS PROPOSED TO BE CARRIED TO RESERVES
Particulars of the amounts proposed to be carried to reserves have been
covered as part of the financial performance of the Company.
STATE OF COMPANY''S AFFAIRS
Although the turnover of the Company registered a marginal increase
over the previous year, the operating margin was under severe strain,
in exports as well as domestic market.
In order to maintain sales, heavy discounts had to be passed on to
customers due to severe recessionary condition in the market.
The overseas market too faced very severe recessionary condition,
resulting in severe drop in volumes and also the sharp depreciation of
the major foreign currency against Indian Rupee which could not be
covered up by way of adjustment of prices due to extreme recessionary
The above factors have resulted unsatisfactory final results.
BOARD OF DIRECTORS
Pursuant to the provisions of Section 149 of the Act, which came into
effect from April 1, 2014, Shri Pradeep Jain, Shri Lokesh Sood and Shri
Ambarish Raj were appointed as independent directors at the annual
general meeting of the Company held on 30th September, 2014. The terms
and conditions of appointment of independent directors are as per
Schedule IV of the Act. They have submitted a declaration that each of
them meets the criteria of independence as provided in Section 149(6)
the Act and there has been no change in the circumstances which may
affect their status as independent director during the year.
Mrs Pallavi Joshi Bakhru, who was appointed as independent woman
director in the last Annual General Meeting, have resigned from the
Board and its committees w.e f. 30/04/2015. The Board places on record
its appreciation of the invaluable contribution and guidance provided
Mrs.Pooja Mehra Saigal (holding DIN 07249183) has been appointed as an
additional director of the company w.e.f. 30.07.2015 under provisions
of sections 149, 152 and any other applicable provisions of the
companies act, 2013 and the rules made there under (including any
statutory modification(s) or re-enactment thereof for the time being in
force), and have submitted a declaration stating that she meets the
criteria for independence as provided in section 149(6) of the act and
who is eligible for appointment as an independent woman director for 5
years. Her appointment was recommended by the nomination and
remuneration committee. In the opinion of the Board she is person of
integrity and possess the relevant expertise and experience. The Board
recommend their appointment.
Necessary resolution for appointment of aforesaid Director have been
included in the Notice in ensuing AGM for the approval of the
DIRECTORS'' RESPONSIBILITY STATEMENTS
In compliance to the Provisions of Section 134(5) of the Companies Act,
2013, with respect to Directors'' responsibility statement, it is hereby
i. 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.
ii. 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 or loss of the Company for the year under review.
iii. 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 safeguarding the assets of
the Company and for preventing and detecting fraud and other
iv. That the Directors have prepared the accounts for the financial
year ended 31st March, 2015 on a going concern basis.
v. That the Directors had laid down proper internal Financial control
to be followed by the Company and that such internal financial controls
are adequate and were operating effectively.
vi. That the Directors have revised proper systems to ensure
compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
INTERNAL FINANCIAL CONTROLS
Your Company has in place adequate systems of internal control
commensurate with its size and the nature of its operations. These
have been designed to provide reasonable assurance with regard to
recording and providing reliable Financial and Operational information,
complying with applicable statutes, safeguarding assets from authorized
use or losses, executing transactions with proper authorization and
ensuring compliance of internal policies.
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operation
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form
MGT-9 are annexed herewith as Annexure A.
NUMBER OF MEETING OF THE BOARD
During the financial year 2014-15 four Meeting of Board of directors
were convened and held on 29/05/2104, 07/08/2104 ,14/11/2014 and
12/02/2015. The meetings of Audit Committee were convened and held
twice during the year. The meeting of Nomination and Remuneration
Committee was convened and held once during the year. Meetings of
investor/shareholder grievance committee were held 4 times during the
STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under section 149(6) of the
Companies Act, 2013 .
NOMINATION AND REMUNERATION POLICY
The Board has, on the recommendation of the Nomination and Remuneration
Committee framed a policy for selection and appointment of Directors,
KMPs and Senior Management Personnel and their remuneration. The Policy
is annexed herewith as Annexure B.
The composition, role, functions and powers of the Nomination and
Remuneration Committee are in accordance with the Provisions of the
Companies Act 2013 and the listing agreements with the Stock Exchange.
EXPLANATION OR COMMENTS ON AUDITORS'' REPORT AND SECRETARIAL AUDIT
There are no qualifications, reservations or adverse remarks or
disclaimer made by the statutory auditors in their audit report or by
the practicing company secretary in the secretarial audit report.
However,the observations made in the Auditors'' Report are self
explanatory and needs no further explanation.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013.
These primarily consist of loans to employees as per the policies of
the Company and loans to suppliers in the normal course of business of
the company. The closing balances of these loans are disclosed under
the schedule of Loans and Advances in the financial Statements. The
Company has not given any guarantees or made any investments during the
year, which would be covered by Section 186 of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS
Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2)
of the Companies (Accounts) Rules, 2014, the particulars of contracts
or arrangements entered into by the Company with Related parties have
been done at arm''s length and are in the ordinary course of business.
Hence, no particulars are being provided in Form AOC-2.
MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING FINANCIAL POSITION
OF THE COMPANY
There are no adverse material changes or commitments occurring after
31st March, 2015 which may affect the financial position of the Company
or may require disclosure.
CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION
FOREIGN EXCHANGE EARNINGS & OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m)
of the Companies Act,2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014, is annexed herewith as Annexure C.
Pursuant to the provisions of the Companies Act, 2013 the Board has
carried out an annual performance evaluation of its own performance as
a whole and individually for Chairman & Managing Directors, Jt Managing
Director, Executive Director and Independent Directors .
The performance is being evaluated on the Basis of their attendance in
the meetings, compliance of Code of conduct of the Company and
applicable provisions of the companies Act , their participation level
in the meetings etc.
The performance is evaluated by each director for themselves and for
conduct and performance of Board from their point of view. Independent
Directors evaluated the performance of Chairman and other non
independent directors and Board as a whole in their separate meeting.
The performance of Independent Director is evaluated by the Board.
CHANGE IN THE NATURE OF BUSINESS
During the year under review, there has been no change in the nature of
business of the Company.
DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL
During the year under review, there has been no appointment and
resignation of Directors and Key managerial Personnel of the Company.
NAME OF THE COMPANIES WHICH HAVE BECOME/ CEASED TO SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.
The Company did not have any subsidiaries, associates or Joint ventures
during the year.
The Company has not accepted deposits under Chapter V of the Companies
SIGNIGICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING
GOING CONCERN AND COMPANY OPERATIONS.
To the best of our knowledge, the Company has not received any such
orders from Regulators, Court or Tribunals during the year, which may
impact the going concern status or the Company''s operations in future.
The Company has formulated a policy on Prevention of Sexual Harassment
approved by the Board. The policy may be accessed on the Company''s
website. Your Directors further state that during the year under
review, there were no cases filed pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
WHISTLE BLOWER POLICY
The Board of Directors has adopted the Whistle Blower Policy. The
Policy has provided a mechanism for Directors, Employees and other
persons dealing with the Company to report to the Chairman of the Audit
Committee, any instance of unethical behavior, actual or suspected
fraud or violation of the Code of Conduct of the Company.
The details of the policy has been uploaded at the website of the
COMPOSITION OF AUDIT COMMITTEE
The composition of the Audit Committee is mentioned as under:-
Sh Ambarish Raj Independent Director
Sh. Pradeep Jain Independent Director
Sh. Lokesh Sood Independent Director
The composition, role, functions and powers of the Audit Committee are
in accordance with the Provisions of the Companies Act 2013 and the
listing agreements with the Stock Exchange.
M/S Singhi & Company, Chartered Accountants , shall continue as
Statutory Auditors of the for Financial Year 2015 -16 pursuant to
approval given by the shareholders in last AGM appointing them as
Statutory Auditors'' of the company for three years. However as
required under the provisions of Companies Act 2013, said appointment
is being ratified in the ensuing AGM.
Pursuant to the provisions of section 204 of the Act the
Companies(Appointment and Remuneration of Managerial Personnel ) rules,
2014, the of Directors has appointed Mr. Pradip Kumar Muduli,
practicing Company Secretary for conducting secretarial audit of the
company for the financial year 2014-15.
The Secretarial Audit Report is annexed herewith as Annexure D The
secretarial Audit Report does not contain any qualification,
reservation and adverse remark.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Particulars of remuneration paid to the employees as required to be
disclosed under section 197(12) of the Act read with Rule 5 of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules
2014, are set out in Annexure E attached hereto and form part of this
SEBI has exempted listed companies with equity share capital of up to
Rs 10 crore and net worth not exceeding of Rs 25 crore and those also
listed on SME platforms of the stock exchanges from the mandatory
compliance of corporate governance code for the time being. Our
Company accordingly is not required to comply with mandatory compliance
of corporate governance code.
Your Directors wish to place on record their sincere appreciation to
employees for their continuous efforts and valuable services rendered
by them at all levels.
FOR & ON BEHALF OF THE BOARD
Place: New Delhi S.K.MANDELIA
Dated: July 30, 2015 CHAIRMAN