DIRECTORS' REPORT Dear Members, Your Directors have pleasure in presenting the Thirty Second Annual Report on the Business and Operations of the Company and Financial Results for the year ended 31st March 2015. DIVIDEND: Since the unabsorbed loss persists, the Directors have not recommended any dividend for the year. PROFITABILITY: Due to adverse market conditions in the industry, there is a loss in the company. Depreciation is a contributor for the book loss and the Company does not have cash loss. There has been underutilization leading to loss. However, the Company has settled and paid all FIIs and Banks. FINANCE AND TAXATION: The company does not have any financial limits with any Bank. Income tax assessment for the assessment years 2012-13 is in progress. FIXED DEPOSITS: During the year under review, the Company has not accepted any Fixed Deposits from the Public. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTFLOW: As required by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are given in the annexure 'A' forming part of this Report. INDUSTRIAL RELATIONS AND CORPORATE SOCIAL RESPONSIBILITY (CSR) Your Directors are pleased to record the appreciation and sense of commitment shown by our employees at all levels and acknowledges their contribution towards sustained progress of the Company. The relations between Management and Employees are good. Due to continued losses, CSR activity could not be taken up this year also. DIRECTORS: The Board consists of five directors of whom three are independent directors. Notice of meeting has adequately covered re-appointment of Directors to be in consonance with Companies Act 2013 LISTING AGREEMENT WITH STOCK EXCHANGES: Listing agreement with the Bombay Stock Exchange Ltd, Mumbai continues to be valid and the Company has been regular in paying requisite fees. The Company's ISIN is: INE648E01010 CORPORATE GOVERNANCE The Company has complied with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance, along with a certificate from M/s MSRK & Co, Chartered Accountant, for the compliance is annexed and forms part of this report. COMPANY SECRETARY Continuous efforts are being made in this respect to identify a suitable candidate keeping in view of the provisions contained in Companies Act, 2013. The duties are presently complied by Company's tax auditing firm's partner who is a qualified Company Secretary. AUDITORS: M/s MSRK & Co, Bangalore, Chartered Accountants, (Firm #: 013232S) Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and have not consented for reappointment. The Board has received consent and certificate (as required as per section 139 of Companies Act 2013) from M/s Shreesh & Co, Bangalore, Chartered Accountant (Firm # 015828S) for their appointment as Statutory Auditors of the Company. The Board recommends their appointment and you are requested to appoint them and authorize the Board to fix their remuneration. Certificate of the Statutory Auditors, regarding COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE forms part of the Annual report. PARTICULARS OF EMPLOYEES UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014: The particulars are furnished in Annexure B and forms part of Directors' Report. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to clause (c) of sub section (3) of Section 134 of the Companies Act, 2013 (the Act) it is hereby declared: (i) That in the preparation of the annual accounts, the applicable accounting standards has 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 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 loss of the company for that period; (iii) That the directors have 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; (iv) That the directors have prepared the annual accounts on a going concern basis. (v) that the internal financial controls are adequate and are operating effectively (vi) that the Board has devised proper systems to ensure compliance of all applicable laws and such systems are adequate and operating effectively. AUDITORS REMARKS Regarding non obtainment of confirmations: the Board does not foresee any material impact on the accounts of the company on reconciliations. For and on behalf of the Board of Directors Gullu Talreja Chairman & Managing Director Place : Bangalore Date : 14 August 2015 |