| Dear Members,
The Directors have pleasure in submitting their 57th ANNUAL REPORT
along with the Audited Balance Sheet and Profit & Loss Account for the
year ended 31st March, 2015.
FINANCIAL RESULTS
Current Year Previous Year
ended 31.03.2015 ended 31.03.2014
(Rs.) (Rs.)
Income
Revenue from operations 2,59,56,295 3,26,48,561
Other Income 64,44,764 63,03,759
Total Revenue 3,24,01,059 3,89,52,320
Less: Total Expenses (Excluding 2,31,47,033 3,08,10,648
Depreciation)
Profit Before Depreciation & 92,54,026 81,41,672
Taxation
* (-) Depreciation 24,12,359 13,27,646
Profit Before Taxation 68,41,667 68,14,026
(-) Provision for Taxation
(i) Current Tax 26,80,000 24,10,000
(ii) Deferred-Tax (4,92,585) (2,00,566)
Profit for the year 46,54,252 46,04,592
* (i) Depreciation on Plant and Machinery, Electrical installations and
Equipment etc. is provided on a Straight Line Method over the estimated
useful life of assets.
(ii) Effective 1st April 2014, the company depreciates its fixed assets
over the useful life in the manner prescribed in Schedule II of the
Companies Act 2013, as against the earlier practice of depreciating at
the rates prescribed in Schedule XIV of the companies act 1956.
OPERATIONAL REVIEW:
Gross revenues for the year ended 31st March, 2015 is Rs.
3,24,01,059/-, as against Rs. 3,89,52,320/- in the previous year.
Profit before depreciation and taxation is Rs. 92,54,026/- as against
Rs. 81,41,672/- in the previous year. The net profit of the Company for
the year under review was placed is Rs. 46,54,252/- as against Rs.
46,04,592/- in the previous year.
DIVIDEND
Your Directors are pleased to recommend payment of Dividend @ Rs.
1.50/-per share (Previous Year Rs. 1.50/- per share) for the year ended
31st March, 2015.
SHARE CAPITAL
The paid up equity capital as on march 31, 2015 was Rs.28,01,000/-.
During the year under review, the Company has not issued any shares.
MATERIAL CHANGES AND COMMITMENTS
There have not been any material changes and commitments affecting the
financial position of the Company between the end of the financial year
of the Company as on March 31,2015 and the date of this report i.e. May
29,2015.
GENERAL
During the financial year 2014-15, your Company has not accepted any
deposit within the meaning of Sections 73 and 74 of the Companies Act,
2013 and rules made there under.
No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
The Company has in place policy as per the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. During the year, no case was reported to the
Committee constituted under the said Act.
DIRECTOR &KMP
Ms. Swati Agrawal retires by rotation and, being eligible, offers
herself for re-appointment. The Directors recommend Smt. Swati Agrawal
for re-appointment.
Pursuant to the provisions of Section 203 of the Companies Act, 2013,
Ms. Tejaswini R. Shah, Joint Managing Director was designated as Chief
Financial Officer & Key Managerial Personnel of the Company.
There has been no Change in the constitution of Board during the year.
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(6)
of the Companies Act, 2013 so as to qualify themselves to be appointed
as Independent Directors under the provisions of the Companies Act,
2013 and the relevant rules.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out an evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Audit,
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013, the directors
would like to state that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed.
ii) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 the year under review.
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 directors have prepared the annual accounts on a going concern
basis,
v) 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.
vi) The directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such system were
adequate and operating effectively.
SUBSIDIARY COMPANIES:
The Company does not have any subsidiary.
Meetings
A calendar of Meetings is prepared and circulated in advance to the
Directors.
During the year Five Board Meetings were convened and held and the
intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the company at large.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013. The detail of
the investments made by company is given in the notes to the financial
statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. To maintain its objectivity and
independence, the Internal Audit function reports to the Chairman of
the Audit Committee of the Board & to the Chairman & Managing Director.
The Accounts Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies.
Based on the report of internal audit function, corrective action is
taken and thereby strengthen the controls. Significant audit
observations and recommendations along with corrective actions thereon
are presented to the Audit Committee of the Board.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee has been constituted as per
the section 178(1) of the Companies Act, 2013.
REMUNERATION POLICY
Remuneration to Executive Directors:
The remuneration paid to Executive Directors is recommended by the
Nomination and Remuneration Committee and approved by Board in Board
meeting, subject to the subsequent approval of the shareholders at the
General Meeting and such other authorities, as may be required. The
remuneration is decided after considering various factors such as
qualification, experience, performance, responsibilities shouldered,
industry standards as well as financial position of the Company.
Remuneration to Non- Executive Directors:
Non Executive Director are paid sitting fees for each meeting of the
Board and committee of Directors attend by them.
AUDIT COMMITTEE
The Company's Audit Committee has been constituted as per section 177
of the Companies Act, 2013.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Company's Stakeholders Relationship Committee has been constituted
as per section 177 of the Companies Act, 2013.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Fraud and Risk Management
Policy to deal with instance of fraud and mismanagement, if any.
In staying true to our values of Strength, Performance and Passion and
in line with our vision of being one of the most respected companies in
India, the Company is committed to the high standards of Corporate
Governance and stakeholder responsibility.
The Company has a'Fraud Risk and Management Policy to deal with
instances of fraud and mismanagement, if any.
The FRM Policy ensures that strict confidentiality is maintained whilst
dealing with concerns and also that no discrimination will be meted out
to any person for a genuinely raised concern.
A high level Committee has been constituted which looks into the
complaints raised. The Committee reports to the Audit Committee and the
Board.
BUSINESS RISK MANAGEMENT:
Pursuant to'section 134 (3) (n) of the Companies Act, 2013 the company
has constituted a business risk management committee. The details of
the committee and its terms of reference are set out in the corporate
governance report forming part of the Boards report.
At present the company has not identified any element of risk which may
threaten the existence of the company.
AUDITORS & REPORT thereon
M/s Maganlal & Co, Chartered Accountants, Mumbai along with M/s N. S.
Bhatt & Associates, Chartered Accountants, Mumbai were appointed as
Statutory Auditors for a period of 3 years in the Annual General
Meeting held on 26th September, 2014
Their continuance of appointment and payment of remuneration are to be
confirmed and approved in the ensuing Annual General Meeting.
There are rio qualifications or adverse remarks in the Auditors' Report
which require any clarification/ explanation. The Notes on financial
statements are self-explanatory, and needs no further explanation.
INTERNAL AUDITOR
As per section 138 of the Companies Act, 2013, the Company has
appointed M/s. Ravindra B. Shah & Co., internal auditors for the year
to 2015-2016 to conduct the internal audit and to ensure adequacy of
the Internal controls, adherence to Company's policies and ensure
statutory and other compliance through, periodical checks and internal
audit.
COST AUDITORS
As per Section 148 read with Companies (Audit & Auditors) Rules,
applicable to cost auditors, the company was not liable to appoint Cost
auditors for the financial year 2015-16.
SECRETARIAL AUDIT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the Company has appointed M/s H. S. Associates, a firm of
Company Secretaries in practice to undertake the Secretarial Audit of
the Company. The Secretarial Audit report is annexed herewith
REPLY ON SECRETARIAL AUDITOR OBSERVATION
(i) The limited review report under clause 41 was submitted later
separately which inadvertently was left out while publishing quarterly
results with stock exchange.
(ii) The company's paid up capital is only Rs. 28 lacs with Bombay
Stock Exchange (BSE) listed and scrip is in physical mode with no
trading place. The Company is enjoying the services of Practising
Company Secretary (PCS) since last so many years for observance and
compliance as per the Companies Act, 2013 & SEBI. The Companies Act,
2013 mandates the appointment and the Company is in the process of
finding a suitable one.
(iii) The disclosure of interest from Directors was received but in
advertently the same was taken in 2nd meeting of F.Y. 2014- 15 and
filed accordingly,
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of the Companies Act, 2013
read with Rule 12(1) of the Companies (Management and Administration)
Rules, 2014, the extract of Annual Return of the Company for the
financial year ended on March 31,2015 in Form MGT-9 is annexed herewith
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The company does not meet the criteria of Section 135 of Companies Act,
2013 read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014 so there is no requirement to constitute Corporate Social
Responsibility Committee.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
As per SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated 15th September,
2014 our company fall under exempted category as the paid-up capital
was below Rs.10 Crores and Net Worth was below Rs. 25 Crores.
PARTICULARS OF EMPLOYEES
Information as per Section read with rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
respect of employees of the Company is not applicable.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO
Considering the nature of activities of the company, the Information
relating to conservation of energy, technology absorption and foreign
exchange earnings and outgo are not applicable to the Company. However,
the Company is making all efforts to conserve the same and the
Company's technology being indigenous, the question of absorption by
the Company does not arise. Also no foreign exchange were earned or
spent.
ACKNOWLEDGEMENTS:
Your Company and its Directors wish to extend their sincerest thanks to
the Members of the Company, Bankers, State Government, Local Bodies,
Customers, Suppliers, Executives, Staff and workers at all levels for
their continuous cooperation and assistance.
Place: Mumbai By Order of the Board
DATED: 29/05/2015
REGISTERED OFFICE
MAHUL ROAD, K.R. SHAH T. R. Shah
ANTOP HILL, Din 00402482 Din. 00402478
MUMBAI - 400037 Managing Director Joint Managing Director
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