BOARD'S REPORT: The Board hereby presents the Twenty Third Annual Report together with Audited Financial Statements of the Company and Auditors Report for the year ended 3151 March 2015 in terms of section 134(3) of Companies Act, 2013. a) Extract of Annual Return Extract of the Annual Return as provided under section 92(3) of the Companies Act, 2013 in form MGT-9 is annexed as Annexure-I. b) Numbers of Meetings of The Board The Details are given in Para2(c) of Corporate Governance Report. c) Directors Responsibility Statement Directors hereby state that: 1. In the preparation of annual accounts, the applicable accounting standards had been followed along with proper ex planatj on relating to mate rial departures; 1 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; 3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; 4. The Directors had prepared the Annual Accounts on a going concern basis; and 5 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; for ensuring the orderly and efficient conduct of business, including adherence to company's policies, the safeguarding its assets, prevention and detention of frauds and errors, ihe accuracy and completeness of accounting records, and the timely preparation of reliable financial information. 6 The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. d) Statement of Declaration by Independent Directors (Section 149(6)) a) The Board of Directors of the Company is of the opinion that: The Independent directors are persons of integrity and possess relevant expertise and experience. b) The in dependent redirector stave given a statement on decM i) None of the independent directors is or was a promoter of the Company orits holding, subsidiary or associate company. ii) None of the independent directors is related to promoters or directors in the company, its holding, subsidiary or associate company. iii) None of the independent directors has or had any pecuniary relationship with the Company, its holding, subsidiary or associate Company, or their promoters or directors, during the two immediately preceding financial years or during the current financial year. iv) None of the relatives of independent directors has or had pecuniary relationship or transaction with the Company, its holding, subsidiary or associate Company, or their promoters or directors, amounting to two percent or more of its gross turnover or total income or Rupees Fifty Lakhs, during the two immediately preceding financial years or during , the current financial year. v) Neither any independent director nor his relatives: (a) Holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years. (b) Is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial yean of i A firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or ii Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm; (c) Holds together with his relatives two per cent or more of the total voting power of the company; or (d) Is a chief executive or director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two percent or more of the lotal voting power of the company. e) Nomination and Remuneration Committee e and Stakeholders Relationship Committee(Section178(1)) No remuneration has been paid or is being paid to any of the Directors or key Managerial Personnel during the financial year. Therefore no such committee meeting was held. The functions of Stakeholders Relationship Committee are combined and entrusted with Audit Committee. f) Audit Observations (i) Dy the Auditor in his Audit Report: No Qualifications, reservations or adverse remarks or disclaimer was made ; by the auditor in his audit report. (ii) By the Company Secretay in practise in his Secretarial Audit Report No Qualifications, reservations or adverse remarks or disclaimer was made by the secretarial auditor in his audit report. g) Loans, Guarantees & Investment During the year under review, the company has not provided any loan, guarantee or investment in terms of Section 186 of the Companies Act, 2013. h) Related Party Transactions No contract or arrangements with related parties were entered intoby the Company, in terms of Section 188 of the Companies Act, 2013. i) Slate of Company's Affairs The Company had a total income of Rs. 5.31 lacs (Previous Year Rs. 5.09 Lacs); and after deducting the total expenditure of Rs. 4.72 Lacs (Previous year Rs. 4.79 Lacs), the company had a net profit of Rs. 0.59 Lacs (Previous year Rs. 0.29 lacs) Total income basically comprise of commission of Rs. 5.07 lacs ( previous year Rs. 3.77 lacs). Interest Rs. 0.24 lacs (Previous year Rs. 0.13 lacs) and other income Rs. NIL (Previous year Rs. 1.19 Lacs) j) Reserves The net profitaf tertaxof Rs. 58,683/- has been retained in the profit & loss accountandhasbeen carried forward to ttie Balance Sheet accordingly, k) Dividend In view of the accumulated losses and non availability of liquid funds, dividend declaration is neither possible nor recommended forthe year under review. I) Material Changes and Commitment No material changes and commitments occured, which may af fectthe financial position of the Company, between the end of the financial year of the Company to which the financial statements relate and the date of the report m) Conservation of Energy, Technology Absortion and Foreign Exchange Earnings & Outgo (i) Conservation of energy-Company has closed its manufacturing operations and sold its Bhiwadi unit; therefore provision relating to disclosure of Conservation of Energy is not applicable to the Company. (ii) Technology absor bon- During the year under review no new technology was absorbed and no expenditure was incurred on Research & Development (iii) Foreign exchange earnings and outgo - Foreign exchange earnings and outgo were nil during the current year. n) Risk Management Policy The details arc given in Para 12 of Corporate Governance Report, o) Corporate Social Responsibility During the year under review, the net worth of the Company is less than Rs. 500.00 crore; turnover is less than Rs. 1000.00 crore; and net profit is less than Rs. 5.00 crore; therefore constitution of corporate Social Responsibility Committee is not applicable in terms of section 135(1) of the Companies Act, 2013. p) Formal Annual Evaluation of Board, Committee and the Directors All the Directors have performed their duties well. Inspite of the fact that no remuneration is being paid to any of the director, the Company has earned an income of Rs. 5.31 lacs. fj) Other Matters i) Change in Nature of Business - During the year under review, there has been no change in the nature of business of the Company. ii) Directors & Key Managerial Personnel - During the year, Shri R.K. pandey had resigned from the Audit Committee and Board of Directors of the company with effect from 30.09.2014. The Board expresses its gratitude for the valuable services and contribution rendered by him during his tenure with the company. Ms. Rashi Aggarwal has been appointed as a woman director u/s 161 of Companies Act, 2013 and independent director wi th ef feet from 06.10.2014. She was also appointed as Company Secretary with effect from 06.10.2014 in place of Shri D.C.Jain, director of the company who resigned from the post of Company Secretaryship. Shri M.LBnateja was formally designated as Chief Financial Officer of the. enmpany with effect from 06.10.2014. None of the directors is liable to retire by rotation. iii) Subsidiaries. Joint ventures or Associate Companies - During the period under review no Company became or ceased to be its susidiaries, joint venture or associate company. iv) Fixed Deposits under Chapter V - The Company had not accepted any deposit from its Directors, employees or general pulic during the year; and there is no unpaid or unclaimed deposit at the end of the year. v) Material Court Orders-During the year no material court orders was passed by any regulators, tribunals or courts which impact the going concern & companies operation in future. vi) Internal Control System and their Adequacy - The Company has adequate system of internal control to safeguard and protect from loss, unauthorised use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The management of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business. vii) Auditors - M/s. M.K. Goswami & Co. holds the office as Auditors till the conclusion of the forthcoming annual general meeting; and are eligible for re-appointment The company has received a letter from M/s M.K. Goswami & Co., Chartered Accountants, that they hold peer review certificate from Peer Review Board of the Institute of Chartered Accountants of India & their appointment, if made at the forthcoming Annual General Meeting, would be within the ceiling limits laid down under the Companies Act,2013 and the rules made there under and they are eligible for appointment & not disqualified to act as Auditors of the Company to Audit Accounts of the Company for the financial Year2015-2016 and that there are no matters of conduct pending against the firm or any ofthe auditor. The Board recommends their appointment viii) Composition of Audit Committee - The details of composition of Audit Committee, in terms of section 177(8) are given in Para 3(i) of Corporate Governance report. ix) Vioil Mechanism Policy The Company ha3 no employee; and therefore no Vigil Mechanism Policy/Whistle blower Mechanism has been established, however the Directors of the Company can directly report any grievances to the Board of the Company. x) Prevention of Sexual Harassment of Women - During the period under review, no woman was in employment of the company. Therefore no internal complaint committee was set up under Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. xi) Listing fee of Shares - The shares of the company are listed on a recognized stock exchange- 'Bombay Stock Exchange' and up to date Listing fee is paid.- xii) Management Discussion Analysis & Corporate Governance Report -Management Discussion & Analysis Report and a Report on Corporate Governance along with the Auditors' Report are annexed and forms part of the Annual Report in accordance with the terms of the Listing Agreement. xiii) Certificate for Compliance of Corporate Governance - Certificate from Practising Company Secretary regarding Compliance of Conditions of Corporate Governance as provided in clause 49 of the listing agreement is annexed. For & on behalf of Board of Directors Sudhir Chandra, (DIN:00323545) Mg. Director Directors Rashi Aggarwal Co.,Secretary (DINfl6978655) Date:27.04.2015 Place: Delhl |