The Directors have pleasure in presenting herewith the Twenty Second
Annual Report along with Audited Financial Statement of the Company for
the year ended 31st March, 2015.
The summarized financial position of the Company for the Financial Year
ended 31st March, 2015 as compared to previous year is as under:
(Rs. in Lacs)
PARTICULARS 2014-2015 2013-2014
Total Income 33.13 34.02
Profit / (Loss) before Interest and Depreciation 6.12 12.67
Less: Finance Cost -- --
Less: Depreciation 1.09 0.92
Profit/ (Loss) before Exceptional and 5.03 11.75
Extraordinary items and Tax
Less: Current Tax 1.90 2.65
Add: Deferred Tax 15.30 0.07
Profit after Tax 18.43 9.17
Add: Balance Brought Forward from the 90.73 81.56
Surplus/ (Deficit) carried to Balance Sheet 109.16 90.73
With a view to conserve resources for general corporate purposes and
working capital requirements, your Director''s considered it prudent not
to recommend any Dividend for the year under review.
During the year under review Total Income of the Company marginally
declined from Rs. 34.02 Lakhs to Rs. 33.13 Lakhs. Net Profit for the
year stood at Rs. 18.43 Lacs as against Rs. 9.17 Lakhs in the Previous
Year. Your Directors are making all efforts to improve performance of
* In accordance with the provisions of the Companies Act, 2013 read
with Articles of Association of the Company, Smt. Parwati
Parasrampuria, Director of the Company retires by rotation at the
ensuing Annual General Meeting and is eligible for re- appointment.
* During the year under review Shri Shiv Saran Agarwal, resigned from
the position of Independent Directorship with effect from 31st
December, 2014. The Board places on record its deep appreciation for
the valuable contribution made by him during his tenure as Independent
Director of the Company.
* The Board has appointed Shri Gautam Lhila as an Independent Director
to fill the vacancy caused by the resignation of Shri Shiv Saran
Agarwal, subject to the approval of the Shareholders at the ensuing
Annual General Meeting.
SUBSIDIARY COMPANY/ASSOCIATE/JOINT VENTURE COMPANY
The Company has no Subsidiary , Associate or Joint Venture Company
during the year under review.
It is proposed to appoint M/s. Chaudhary Pandiya & Co., Statutory
Auditors of the Company who hold office till the conclusion of the
ensuing Annual General Meeting and are eligible for re-appointment.
They have confirmed their eligibility that their re-appointment, if
made, would be within the prescribed limits under the Act and that they
are not disqualified for re- appointment.
The observations of Auditors in their Report read with notes to the
accounts are self- explanatory and do not call for any further
clarification or explanation.
The Board has appointed M/s. Mahendra Khandelwal & Co., Practising
Company Secretaries to conduct Secretarial Audit for the Financial year
2014-15. The Secretarial Audit
Report for the Financial Year ended 31st March, 2015 is annexed
herewith as Annexure- A to this Report. As regards observation in
Secretarial Audit Report with respect to filing of Form MGT 14 for
registration of resolutions for approval of Annual Accounts and
Quarterly Results, the same has been completed. Further, in view of the
suspension of normal business operations , the Company could not afford
to employ a whole time Company Secretary and Chief Financial Officer
.However, if the operations and financial conditions
improve in future, it will make necessary appointment of Company
Secretary and Chief Financial Officer.
MEETINGS OF THE BOARD
The Board of Directors duly met 6 (Six) times respectively on 13th May,
2014, 26th May, 2014, 13th August, 2014,14th November, 2014, 31st
December, 2014 and 14th February, 2015 during the financial year. The
intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013.
The Company has devised a Policy for performance evaluation of
Independent Directors, Board, Committees and other individual Directors
which includes criteria for performance evaluation of the Non-Executive
Directors and Executive Directors. On the basis of recommendations of
the Policy for Performance Evaluation of Independent Directors, Board,
Committees and other individual Directors, a process of evaluation was
followed by the Board for its own performance and that of its
Committees and individual Directors.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and Administration)
Rules, 2014 in prescribed Form MGT-9 is annexed herewith as Annexure -B
to this report.
MATERIAL CHANGES AND COMMITMENTS, 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 from the end of the Financial year 2014-15 till
the date of this Report. Further, there was no change in the nature of
business of the Company.
No significant or material order has been passed by the Regulator or
Courts or Tribunals during the Financial year.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company
during the Financial year with related parties were in the ordinary
course of business and on arm''s length basis. Such transactions form
part of the notes to the Financial Statements provided in this Annual
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013
Loans, Guarantees and Investments covered under Section 186 of the
Companies Act, 2013 form part of the notes to the financial Statements
provided in this Annual Report.
As the Company did not pursue its main business activities during the
year no Risk Management Policy was put in place by the Board.
The Audit Committee comprises of Independent Directors namely Shri
Gautam Lhila (Chairman), Shri Manoj Kumar Poddar and Smt. Parwati
Parasrampuria as other Members. All the recommendations made by the
Audit Committee were accepted by the Board.
The Vigil Mechanism of the Company, which also incorporates a whistle
blower policy in terms of the Listing Agreement with the Stock
Exchange. It aims to provide an avenue for employees through this
policy to raise their concerns on any violation of legal or regulatory
requirements, suspicious fraud, misfeasance, misrepresentation of any
financial statements and reports.
Remuneration and Nomination Policy
The Board of Directors has framed a policy which lays down a framework
in relation to remuneration of Directors, Key Managerial Personnel and
Senior Management of the Company. This policy also lays down criteria
for selection and appointment of Board members. The details of this
policy are enclosed herewith as Annexure-C.
A. PARTICULARS OF EMPLOYEES
As there are no commercial operations in the Company, none of the
employees of the Company was in receipt of remuneration in excess of
the limits prescribed under sub-rule (2) of Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
details are not required to be furnished. In view of the above
information as per sub-section (12) of Section 197 of the Companies
Act, 2013, read with sub-rule (2) of Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
not being furnished.
B. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As the Company is not engaged in any manufacturing activity, the
details relating to Conservation of Energy, Technology Absorption being
inapplicable are not required to be given. There have been no earnings
and expenditure in foreign currency during the year under review.
C. DIRECTOR''S RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, the Directors of
the Company state in respect of the year ended 31 st March, 2015 that
a) in the preparation of Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
b) they 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 of the
Company for that period.
c) they have taken proper and sufficient care for the maintenance of
adequate Accounting Records in accordance with the provisions of the
Act for safeguarding the Assets of the Company and for preventing and
detecting fraud and other irregularities.
d) they have prepared Annual Accounts on a going concern basis.
e) They have laid down internal financial controls to be followed by
the Company and that such internal controls are adequate and are
The Company has neither accepted nor renewed any deposits during the
year under review.
INTERNAL FINANCIAL CONTROLS
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 weaknesses in the design or operation
The Directors wish to place on record their sincere appreciation of the
co-operation received by the Company from the Company''s Bankers and
other Authorities. The Directors are also thankful to the Shareholders
for abiding faith in the Company. Deep appreciation is also
acknowledged for the support and hard work put in by the employees of
For and on behalf of the Board
Place: Kanpur (SUDHIR KUMAR PARASRAMPURIA)
Date: 14.08.2015 Chairman & Managing Director