To The Members
Your Directors are glad to present the 23rd Annual Report together with the
Audited Financial Statements of the Company for the year ended March 31, 2015.
FINANCIAL HIGHLIGHTS
|
|
(Rs. in lacs) |
| PARTICULARS |
COMPANY |
|
31.03.2015 |
31.03.2014 |
| Gross Income |
3.30 |
103.60 |
| Total Expenditure |
128.35 |
163.46 |
| Depreciation |
- |
12.04 |
| Net Profit/(Loss) before taxes |
(811.15) |
(71.90) |
| Add Deferment tax liability |
20.78 |
4.18 |
| Provision for Income Tax |
- |
- |
| Net Profit/(Loss) after tax. |
(790.37) |
(67.72) |
REVIEW OF BUSINESS OPERATIONS
During the financial year under review, the company has not taken any business
activity except sale of unutilized Assets.
The statics given above shows that the company’s total turnover and other income
is Rs. 3.30 lacs. There has been a total loss amounting Rs 790.37 lacs as per balance
sheet.
FUTURE PROSPECTS
As required under the Corporate Governance, the Management Discussion and Analysis,
forming part of this report, reflects the current status of affairs of the business.
NATURE OF BUSINESS
There has been no change in the nature of business of the company during the year.
SEGMENT REPORTING
Pursuant to the requirement of Accounting Standard 17 issued by the Institute of
Chartered Accountants of India is reported that besides, trading of Computer paper. The
company had developed the technology Micro Algae for Fuel, Feed & Mitigation of Fuel
gases and looking for the suitable manufacturer for the transfer of the technology on
commercial basis.
LISTING OF SHARES
The Equity Shares of the Company are listed on the BSE Limited (formerly Bombay Stock
Exchange Ltd.) and the Company has paid the Annual Listing Fees to BSE for the financial
year 2014-15 as well as for 2015-16.
The Authorized Share Capital of the company consists of Rs. 80,00,00,000/- divided into
8,00,00,000 equity shares of Rs. 10/- each. The Issued, Subscribed & Paid up Capital
is Rs. 78, 44, 90,950/- divided into 7, 84, 49,095 equity shares of Rs. 10/- each.
CORPORATE GOVERNANCE
A separate section on Corporate Governance forming part of the Director’s Report
and the certificate from the Practicing Company Secretary confirming compliance of
Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement with the
Indian Stock Exchanges is included in the Annual Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual return in Form MGT -9, as
required under Section 92 of the Companies Act, 2013, is included in this Report as
Annexure –II and forms an integral part of this Report.
NUMBER OF MEETINGS OF THE BOARD
The details of the number of meetings of the Board held during the Financial Year
2014-15 forms part of the Corporate Governance Report.
DIRECTOR’S RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanations
obtained by them, your Directors make the following statement in terms of section
134(3)(c) of the Companies Act, 2013:
i. In the preparation of annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures.
ii. The Directors have selected such accounting policies and applied them consistently
and made judgements 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 or loss of the Company for that period.
iii. 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. The annual accounts have been prepared on a going concern basis.
v. That 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; and
vi. That the Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
NOMINATION & REMUNERATION COMMITTEE 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 Personnel of the
Company. This policy also lays down criteria for selection and appointment of Board
Members. The detail of this policy is explained in the Report on Corporate Governance
prepared in accordance with Clause 49 of the Listing Agreement.
APPOINTMENT OF INDEPENDENT AUDITOR
M/s. Ravinder Rameshwar & Associates, Chartered Accountants, House No. 3488, Sector
23 D, Chandigarh, having firm registration no. 020237N as Statutory Auditors of the
Company to hold office till the conclusion of the 28th AGM of the Company in
place of the resigning Auditors M/s. N. Kumar & Company, Chartered Accountant who have
resigned as statutory auditor of the company with effect from 5th September,
2015 to fill up the casual vacancy in this regard the Board of Directors be and are hereby
authorized to fix their remuneration and other out of pocket expenses incurred by them in
connection with statutory audit.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made
thereunder, the Company has appointed Mr Prince Chadha, Company Secretary in Practice
(C.P. No. 12409) to undertake the Secretarial Audit of the Company. The Secretarial Audit
Report is included as Annexure-III and forms an integral part of this Report.
COMMENTS OF MANAGEMENT ON QUALIFICATION OF SECRETARIAL REPORT
The acts specified in Report are being implemented.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY
Details of Loans Guarantees and Investments covered under the provisions of Section 186
of the Companies Act, 2013 are given in the notes to Financial Statements.
RELATED PARTY TRANSACTIONS
Related Party Transactions under Clause 49 of the Listing Agreement, are defined as the
transactions of the Company of a material nature, with its promoters, the directors or the
management, their subsidiaries or relatives, etc. that may have potential conflict with
the interests of the Company at large. The detail of this transaction is explained in the
Corporate Governance Report.
DIVIDEND
In the wake of loss, your Board of Director’s did not recommend the payment of
Dividend for the financial year ended 31st march, 2015.
RISK MANAGEMENT POLICY
The risk management framework defines the risk management approach of the Company and
includes periodic review of such risks and also documentation, mitigating controls and
reporting mechanism of such risks. Some of the risks that the Company is exposed to are:
Risks of Specific Nature
Company as a part of normal business monitoring review and development plans,
identifies the specific risks for each business segment and develops necessary action plan
to minimise the impact of same on business performance.
Risk Strategy
Company recognizes that risk is an integral and unavoidable component of business and
is committed to managing the risk in a proactive and effective manner. The Company
believes that the Risk cannot be eliminated but it can be better managed by
• Transferred to another party, who is willing to take risk, say by buying an
insurance policy or entering into a forward contract in case of business involving use of
Foreign exchange;
• Reduced, by adopting good internal controls;
• Avoided, by not entering into risky businesses;
• Retained, to either avoid the cost of trying to reduce risk or in anticipation
of higher profits by taking on more risk,and;
• Shared, by following a middle path between retaining and transferring risk.
Risk Management Framework
Company adopts systematic approach to mitigate risks associated with accomplishment of
objectives, operations, revenues and compliance with the regulations. The Company believes
that this would ensure mitigating steps proactively and help to achieve the risk
management effectively.
The Company has constituted a Risk Management Committee of Chief Executive Officer,
Chief Operating Officer, Chief Financial Officer, Chief Marketing Officer and Business
Heads as its regular members and other senior functional heads on invitation basis. The
Committee is committed to review periodically the various risks associated with the
Company and report the same to the Board.
Focus of the Company is on the three key elements, viz., Risk Assessment /
Identification, Risk Management and Risk Monitoring.
• Potential Risks are identified and analyzed, considering likelihood and its
impact, as a basis for determining how they should be managed.
• Risk Assessment consists of a detailed study of threats and vulnerability and
resultant exposure to various risks.
Based on the assessment and identification of the risks, the committee decided the
proactive steps for managing and monitoring these risks.
MECHANISM FOR EVALUATION OF BOARD
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing
Agreement, a structured procedure was adopted after taking into consideration the various
aspects of the Board’s functioning, composition of the Board and its various
Committees, execution and performance of specific duties, obligations and governance.
The performance evaluation of the Independent Directors was completed well in time. The
performance evaluation of the Chairman and the Non-Independent Directors was carried out
by the Independent Directors. The Board of Directorsexpresses their satisfaction with the
evaluation process.
DIRECTORS
In accordance with the provisions of Section 152 of the Companies Act, 2013 and as per
the terms of the Articles of Association of the Company, Mr.Deepak Kumar retires by
rotation at the ensuing Annual General Meeting and he being eligible offered himself for
the Re-appointment.
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with the Criteria of Independence as prescribed both under Sub
section (6) of Section 149 of the Companies act, 2013 and under Clause 49 of the listing
Agreement with the Stock Exchanges.
DEPOSITS
The company has not accepted any deposits from public during the year under review.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no Material changes and commitments in the business operations of the Company
from the financial year ended 31st March, 2015 to the date of signing of the
Director’s Report.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE
FINANCIAL STATEMENTS
A strong internal control culture is an important focus and thrust area in the company.
The company has comprehensive internal systems, controls and policies for all the major
processes to ensure the reliability of financial reporting, timely feedback on achievement
of operational and strategic goals, compliance with policies, procedures, laws, and
regulations, safeguarding of assets and economical and efficient use of resources.
The formalized systems of control facilitate effective compliance as per Clause 49 of
the Listing Agreement. The company also has well documented Standard Operating Procedures
(SOPs) for various processes which are periodically reviewed for changes warranted due to
business needs.
All significant audit observations are reviewed periodically and follow-up actions
thereon are reported to the Audit Committee. The Audit Committee also meet the
company’s Statutory Auditors and Internal Auditors to ascertain their views on the
financial statements, including the financial reporting system, compliance to accounting
policies and procedures, the adequacy and effectiveness of the internal controls and
systems followed by the company.
The top and senior management of the company also assesses opportunities for
improvement in business processes, systems and controls, provides recommendations,
designed to add value to the organization and follows up on the implementation of
corrective actions and improvements in business processes.
The senior management of the company meets periodically to assess the performance of
the each business segment and key functions of the company and areas for improvement of
performance / controls are identified and reviewed on continuous basis.
INDUSTRIAL RELATIONS
The Company maintained healthy, cordial and harmonious industrial relations at all
levels. The enthusiasm and unstinting efforts of employees have enabled the Company to
improve its position.
PARTICULARS OF THE EMPLOYEES
The Company had no employee during the year, whose particulars are required to be
disclosed under Section 217(2A) of the Companies Act, 1956 , read with the Companies
(Particulars of Employees) Rules 1975 amended from time to time.
NOTE ON ACCOUNTS
The observations of the auditors and notes on accounts are self-explanatory. The
Company has complied with the provisions of all accounting standards which are applicable
as on date.
DECLARATION BY INDEPENDENT DIRECTOR
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 and Clause 49 of
the Listing Agreement.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Board of Directors of the Company has adopted Whistle Blower Policy .The Whistle
Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting
highest standards of professionalism, honesty, integrity and ethical behavior. All
permanent employees of the Company are covered under the Whistle Blower Policy.
A mechanism has been established for employees to report concerns about unethical
behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also
provides for adequate safeguards against the victimization of employees who avail of the
mechanism and allows direct access to the Chairperson of the Audit Committee in
exceptional cases.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed Report on Management Discussion and Analysis, pursuant to Clause 49 of the
Listing Agreement is annexed to this report as Annexure .
CASH FLOW STATEMENT
In conformity with the provisions of Clause 32 of the Listing Agreement, the Cash Flow
Statement for the year ended on 31st March, 2015 forms an integral part of the Financial
Statements.
PERSONNEL
Your Directors place on record their appreciation for the significant contribution made
by all the employees, who through their competence, hard work, solidarity and
co-operation, have enabled the Company to perform better.
TRADE RELATIONS
The Board wishes to place on record its appreciation for the support and co-operation
that the Company received from its suppliers, distributors, retailers and other
associates. The Company has always looked upon them as partners in its progress and has
happily shared with them rewards of growth. It will be Company’s endeavor to build
and nurture strong links based on mutuality, respect and co-operation with each other and
consistent with customer interest.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUT GO.
a) CONSERVATION OF ENERGY
i. Staggered Lighting System i.e. separate switches for separate sections are provided
so that only required areas are lighted.
ii. Conventional Lighting Equipment is being replaced by Energy Saving Devices in a
phased manner.
b) TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION
The Company has been involved in material cost reduction, improving the quality of
products. The wastage has been completely controlled by making of the general stationery
items and adding rolls from left-over paper.
c) FOREIGN EXCHANGE EARNINGS & OUT GO
No information is required under this head.
ACKNOWLEDGEMENT
The Directors wish to convey their appreciation to all of the Company’s employees
for their enormous efforts and contribution to the Company’s record performance. The
Directors would also like to thank the shareholders, customers, dealers, suppliers,
bankers and all other business associates for the continuous support given by them to the
Company and their confidence in its management.
| Place : Jalalabad |
RANA WATTS |
| Date : 20.04.2015 |
Managing Director |
|