| Dear Members,
The Directors present the Annual Report, together with the Audited
Accounts for the year ended 31st March, 2015.
FINANCIAL RESULTS
(in Rs. )
2014-15 2013-14
Profit / ( Loss) before Depreciation,
Finance Costs, Exceptional Items and 1,54,76,911) (1,94,49,437)
Taxation
Less: Depreciation 41,29,118 48,80,974
Less: Finance Costs 49,11,501 17,28,315
Loss before Exceptional Items and Tax (2,45,17,530) (2,60,58,726)
Less: Exceptional Items (net) 4,79,99,981 -
Loss before Tax (7,25,17,511) (2,60,58,726)
Less: Current Tax - -
Loss after Tax for the year (7,25,17,511) (2,60,58,726)
Less: Adjustment relating to Fixed Assets 3,29,80,891 -
Balance brought forward from previous (7,68,17,287) (5,07,58,561)
year
Balance carried forward (18,23,15,689) (7,68,17,287)
DIVIDEND
In view of losses, your Directors regret their inability to propose any
dividend.
OPERATIONS
During the year, total income of the Company has decreased to Rs.
17,90,356/- from Rs. 11,35,07,893/-. Loss after tax for the year is
Rs. 7,25,17,511/- against Rs. 2,60,58,726/- in the previous year.
CLOSURE OF PLANT
Due to continued losses and with no hope of any improvement in the
operations, the Company filed an application under Section 25-O of the
Industrial Disputes Act, 1947 with the Commissioner of Labour,
Maharashtra State, Mumbai for closure of the textile plant at Akola and
the Company has received permission for closure of the said plant.
The Tribunal vide its Order dated 9th April, 2014 has given a
permission for closure of the said plant by giving closure compensation
to the employees. Accordingly, the Company has closed the said plant by
giving the closure compensation to the employees.
The Company has sold plant and machinery during the year as the plant
has been closed down. Your Director's are evaluating other options in
the textile business including trading of textile products.
PUBLIC DEPOSITS
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was
outstanding as on the date of the balance sheet or renewed any fixed
deposits during the year.
LOANS, GUARANTEES AND INVESTMENTS
The details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 (the Act) are
given in the notes to the Financial Statements.
DIRECTORS
Shri S. M. Soni resigned as a Director of the Company with effect from
3rd February, 2015. The Board has placed on record its appreciation for
the valuable services and guidance given by Shri S. M. Soni during his
tenure as a Director of the Company.
Shri Pradeep S. Chonkar and Smt. Fatima Fernandes were appointed by the
Board as Additional Directors of the Company with effect from 12th
February, 2015.
Pursuant to Section 161(1) of the Act, Shri Pradeep S. Chonkar and
Smt. Fatima Fernandes hold office upto the date of forthcoming Annual
General Meeting (AGM) and being eligible, offer themselves for
appointment as Directors of the Company.
Shri Shekhar R Singh, Director of the Company who retires by rotation
at the forthcoming AGM and, being eligible, offer himself for
re-appointment.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with criteria of
independence as prescribed both under the Act and under Clause 49 of
the Listing Agreement.
BOARD EVALUATION
Pursuant to the provisions of the Act and Clause 49 of the Listing
Agreement, a structured questionnaire was prepared after taking into
consideration of the various aspects of the Board's functioning,
composition of the Board and its committees, culture, execution and
performance of specific duties, obligations and governance.
The performance evaluation of the Independent Directors was completed.
The performance evaluation of the Chairman and the Non Independent
Directors was carried out by the Independent Directors. The Directors
expressed their satisfaction with evaluation process.
NUMBER OF MEETINGS OF THE BOARD
During the year under review, five Board meetings were held. The
details of the meetings are given in Corporate Governance Report which
forms part of this Report.
REMUNERATION AND NOMINATION POLICY
The Board has framed a policy for selection and appointment of
Directors, Senior Management and their remuneration. The details of
this Policy is given in the Corporate Governance Report which forms
part of this Report.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has practice of conducting familiarization programme for
Independent Directors of the Company. The details of the programme is
given in the Corporate Governance Report which forms part of this
Report.
PARTICULARS OF EMPLOYEES
During the year, there was no employee in receipt of remuneration as
prescribed in the Rule 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. The prescribed
particulars of employees as required under Section 197 (12) of the Act
read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached as Annexure III and forms
a part of this Report.
AUDITORS
At the Sixteenth AGM held on 6th August, 2014, M/s. Vijay Rungta & Co,
Chartered Accountants, Mumbai, were appointed as the Statutory Auditors
of the Company to hold office from the conclusion of that AGM until the
conclusion of the 3rd consecutive AGM to be held thereafter (subject to
ratification of the appointment by the Members at every AGM held after
that AGM).
In terms of the first provis to Section 139 of the Act read with the
Rule 3(7) of Companies (Audit and Auditors) Rules, 2014, the
appointment of the auditor shall be subject to ratification by the
Members at every annual general meeting till the expiry of the term of
the Auditor. Accordingly, the appointment of M/s. Vijay Rungta & Co,
Chartered Accountants, Mumbai, as the Statutory Auditors of the
Company, is placed for ratification by the Members.
In this regard, the Company has received a certificate from the
Auditors to the effect that if they are re-appointed, it would be in
accordance with the provisions of Section 141 of the Act.
COST AUDIT
As there was no production during the year 2014-2015, no cost audit
required to be carried out.
SECRETARIAL AUDIT
A Secretarial Audit was conducted during the year by the Secretarial
Auditors, Shri Manish L. Ghia of M/s. Manish Ghia & Associates,
Practicing Company Secretaries, Mumbai, in accordance with provisions
of Section 204 of the Act. The Secretarial Auditor's Report is attached
as Annexure I and forms part of this Report.
CORPORATE GOVERNANCE
The Company has complied with the mandatory provisions of Corporate
Governance as stipulated in the Listing Agreement with the Stock
Exchange. A separate report on Corporate Governance alongwith the
requisite Auditors' Certificate is annexed and forms part of this
Report.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Act,
and Clause 49 (III) (D) (4) (a) of the Listing Agreement, on the basis
of information placed before them, the Directors state that:
i. in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
ii. appropriate accounting policies have been selected and applied
consistently, and the judgments and estimates that have been made are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2015 and of the loss of the
Company for the said period;
iii. proper and sufficient care has been taken 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;
iv. the annual accounts have been prepared on a going concern basis;
v. the internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating
effectively; and
vi. there is a proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and
operating effectively.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm's length basis and that the provisions of
Section 188 of the Act are not attracted. Thus, disclosure in form
AOC-2 is not required. Further, there are no materially significant
related party transactions made by the Company with Promoters and
Directors or other designated persons which may have a potential
conflict with the interest of the Company at large.
RISK MANAGEMENT COMMITTEE
Pursuant to the requirement of Clause 49 of the Listing Agreement, the
Company has constituted the Risk Management Committee. The details of
Committee and its terms of reference are set out in the Corporate
Governance Report which forms part of this Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism/Whistle Blower Policy to deal with
instance of fraud and mismanagement, if any. The details of the Policy
is explained in the Corporate Governance Report and is also available
on the Company's website.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith as Annexure II.
STOCK EXCHANGE
The Company's equity shares are listed at BSE Limited and the Annual
Listing Fees for the year 2015-16 has been paid.
PARTICULARS OF CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review, the Company has not carried out any
manufacturing activity and hence the Directors have nothing to report
under Section 134 (3) (m) of the Act read with Rule 8(3) of the
Companies (Accounts ) Rules, 2014 with reference to Conservation of
Energy and Technology Absorption. There was no foreign exchange
earnings and outgo during the year under review.
DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT
There were no complaints reported under the Prevention of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
ACKNOWLEDGMENT
Your Directors place on record their appreciation for the assistance
and support extended by all government authorities, financial
institutions, banks, consultants, solicitors and shareholders of the
Company. The Directors express their appreciation for the dedicated and
sincere services rendered by the employees of the Company.
For and on behalf of the Board of Directors
Sita Sunil
Shekhar R Singh
Mumbai, 27th May, 2015 Directors
|