| Dear Members,
The Directors hereby present the 43rd Annual Report together with the
Audited Accounts of the Company for the financial year ended
31/03/2015.
Financial Highlights:
(Rs.in 000's)
2014-2015 2013-2014
Total Income 65,728.47 42,823.75
Earnings before interest, 36,173.81 15,709.60
depreciation, exceptional items &
tax.
Less : Depreciation 7,351.91 3,666.02
Profit before interest, 28,900.90 12,043.58
exceptional items and tax
Less : Interest and 3,701.24 8240.74
Finance cost
Profit before exceptional 25,119.66 3,802.84
items and tax
Less : Exceptional items - -
Profit before tax 25,119.66 3,802.84
Provision for current tax 5,117.00 666.00
Provision for deferred tax / (1,388.00) (9,407.00)
earlier year
Profit after tax 21,390.96 12,541.48
Balance of Loss brought (4,21,913.03) (4,34,454.51)
forward from previous year
(Loss) carried to Balance Sheet (4,03,254.70) (4,21,913.03)
Financials:
During the year under review, your Company registered a total income of
Rs.62,728.47 thousand as against Rs.42,823.75 thousand in the previous
year and earning Profit before interest, depreciation, exceptional
items and tax Rs.36,173.81 thousand as against (15,709.60 thousand) in
the previous year. The Profit before tax for the year is Rs.25, 119.66
thousand, as against profit of (Rs.3, 802.84 thousand), in the previous
year.
Dividend:
No dividend is recommended for the year under review.
Directors' Responsibility Statement:
As stipulated in Section 134 (3) (c) read with sub section 5 of the
Companies Act, 2013, directors subscribe to the "Directors'
Responsibility Statement" and confirm that:
(a) in the preparation of Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material departures;
(b) 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 2014- 2015 and the
profit and loss of the Company for that period;
(c) the directors had 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;
(d) the directors had prepared the annual accounts on a going concern
basis;
(e) the directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operational effectively; and
(f) 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.
Directors and Key Managerial Personnel:
Mrs. Reshma Makar (DIN 00019758), who was appointed as director w.e.f.
26 /03/2015 by the Board of Directors to fill the casual vacancy on the
Board caused by the resignation of Mr. Yogiraj Makar. She being
eligible for re-appointment as a Director and in respect of whom a
notice has been received from a Member of the Company, is being
appointed as director, liable to retire by rotation."
Number of meetings of the Board and Audit Committee:
The details of the number of Board and Audit Committee meetings of the
Company are set out in the Corporate Governance Report which forms part
of this Report.
Declaration by Independent Directors:
Declaration given by Independent Directors' meeting the criteria of
independence as provided in sub-section (6) of section 149 of the
Companies Act, 2013.
Directors' Appointment and Remuneration:
The Company has a "Nomination and Remuneration Committee" of directors.
The Committee reviews and recommends to the board for remuneration for
Directors / Key Managerial Personnel.
The Company does not pay any remuneration to the Directors of the
Company other than sitting fee for attending the meetings of the Board
and Committees of the Board. Executive Directors do not take any
sitting fee for attending such meetings. Remuneration to Managing
Director is governed under the relevant provisions of the Companies
Act, 2013 and approvals.
Statutory Auditors:
Your Directors request you to ratify the appointment of M/s. J.Singh
and Associates, Chartered Accountants, (Firm Registration No.110266 W)
as approved by the Members at the 42nd Annual General Meeting as
Statutory Auditors of the company, to hold office until the conclusion
of 47th Annual General Meeting, to fix their remuneration for the
financial year 2015-2016.
Auditors' Report:
The observations made in the Auditors' Report are self-explanatory and
do not call for any further comments u/s 143(3) (f) of the Companies
Act, 2013.
Internal Audit
The Internal Auditors, M/s. Ashwin K Shah, Chartered Accountants Mumbai
have conducted internal audits periodically for the F Y 2014 - 15 in
co-ordination with the Audit Committee.
Internal & Financial Control
The Company has in place adequate Internal and financial controls to
ensure compliance with various policies, practices and statues
applicable with reference to financial statements.
Loans, Guarantees or Investments:
Details of loans, guarantees and investments covered under section 186
of the Companies Act, 2013, are given in the notes to the financial
statements.
Public Deposits:
Your Company has neither accepted any deposits during the year under
report nor did any deposits remain unpaid or unclaimed at the end of
the year.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earning and Outgo:
The Company does not have any manufacturing activities to report on
Conservation of Energy, Technology Absorption required under Section
134 (3) (m) of the Companies Act, 2013.
Foreign Exchange earnings: NIL Foreign Exchange Outgo: NIL.
Management Discussion and Analysis:
Pursuant to Clause - 49 of the Listing Agreement with Stock
Exchange(s), the Management Discussion and Analysis (MDA) is required
to be annexed to this report. There is no manufacturing activities due
to disposal of plants. However, the Company continued with trading
activities.
Particulars of Employees:
There were no employees drawing remuneration more than as prescribed
under Section 197 read with Rule 5 of the Companies (Appointment and
remuneration of Managerial Personnel) Rules, 2014.
Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, during the year under report, the Independent
Directors met on 16/03/2015 inter alia, to discuss the performance of
Non Independent Directors, Board of Directors as a whole, Chairman of
the Company, and the quality of flow of information between the
Management and Board for effective performance by the Board.
Extract of Annual Return:
The details forming part of the extract of the Annual Return in Form
MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read
with the Companies (Management and Administration) Rules, 2014, is
annexed to this report, as Annexure-1.
Secretarial Audit Report:
A secretarial Audit Report given Mr. Rajkumar R. Tiwari, Company
Secretary in practice is annexed to this report, as Annexure-2.
Corporate Governance:
A separate section on Corporate Governance, pursuant to Clause 49 of
the Listing Agreement with the Stock Exchange(s), forms part of this
report, as Annexure-3.
The relevant Certificate issued by practicing Company Secretary is
annexed to this report, as Annexure-4.
CEO / CFO Certification:
Pursuant to Clause-49 (IX) of the Listing Agreement, certificate issued
by CEO/CFO is annexed to this report, Annexure-5
Acknowledgement
Yours directors wish to place on record their sincere thanks to the
Members for their continued support and co-operation.
For and on behalf of the Board of Directors
Puneet Makar
Chairman & Managing Director
Place: Mumbai DIN : 00364000
Date: 07/08/2015
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