| Dear Members,
The Directors of the Company take pleasure in presenting their 34th
Annual Report together with the annual financial statements for the
financial year ended March 31, 2015.
FINANCIAL RESULTS
The summary of the Company's financial performance for the financial
year 2014-15 as compared to the previous financial year 2013-14 is
given below:
(in lacs)
Particulars Year ended Year ended
31.03.2015 31.03.2014
Income from Textile 661.93 -
Income from share Trading & Finance 619.03 614.35
Interest on Loan 147.51 91.46
Revenue from Operations 1428.47 705.80
Profit before Dep. & Int. (403.27) (24.34)
Depreciation 0.65 13.65
Interest 0.042 0.15
Profit after Depreciation & Interest (403.96) (38.14)
Provision for Taxation - (0.63)
Provision for Tax (deferred) (1.15) 43.18
Profit after Tax (402.75) 4.40
Net profit/ (Loss) (402.75) 4.40
Balance carried to Balance Sheet (402.75) 4.40
HIGHLIGHTS
During the year your company has diversified its business into textile
business. The Company achieved revenue from operations of Rs
1428.47lacs as against Rs 705.80 lacs in the previous year. Thus an
increase of 102% from the previous year.Net loss for the year is Rs
(402.75) Lacs as compared to net Profit of Rs. 4.40 Lacs in the
previous year.
DIVIDEND
In view of losses during the year, your Directors have not recommended
any dividend on Equity Shares for the year under review.
DEPOSITS
Your Company has not accepted any deposits from the public falling
within the ambit of Section 73 and 74 of the Companies Act, 2013 read
together with the Companies(Acceptance of Deposits) Rules, 2014.
BOARD OF DIRECTORS
During the year 2014-2015 there have been changes at the Board level.
Mr. Jatinkumar Chintamani Agarrwal and Ms. Seema Sidhu was appointed as
the Additional Director of the company in Independent Category w.e.f.
24/03/2015 and holds office as Additional Directors until the
34thAnnual General Meeting, and is eligible for appointment as a
Directors. The Company has received a notice in writing along with
deposit pursuant to Section 160 of Companies Act, 2013, proposing the
appointment of Mr. Jatinkumar Chintamani Agarrwal and Ms. Seema Sidhu
as Director of the Company. Your Board has recommended the appointment
of Mr. Jatinkumar Chintamani Agarrwal and Ms. Seema Sidhu as
Independent Director not liable to retire by rotation for a period of
five consecutive years up to the fifth consecutive Annual General
Meeting of the Company.
Mrs. Madhu Goel and Mr. Tushar Rane resigned from the post of
Directorship of the company w.e.f. 24/03/2015 due to their
pre-occupation somewhere else. The Board of Directors of the Company
appreciates the Contributions made by them during their tenure of
Directorship.
All Independent Directors have submitted the declaration of
Independence as required under Section 149(7) of the Companies Act,
2013 confirming that they meet the criteria of independence as laid
down under Section149(6) of the Companies Act, 2013 and Clause 49 of
the Listing Agreement.
DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS
All the Non-Executive and Independent Directors have confirmed to the
Board that they qualify to be considered as independent as per the
definition of 'Independent Director' stipulated in Section 149(6) of
the Act and Clause 49(II)(B)(1) of the Listing Agreement. These
confirmations have been placed before, and noted by the Board.
POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policies of the Company on Directors' appointment and remuneration
including criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided under sub-section
(3) of Section 178 of the Act is appended as Annexure I (a) & I (b) to
this Report.
EVALUATION OF BOARD OF DIRECTORS
Pursuant to the provisions of the Act and Clause 49 of the Listing
Agreement, the Nomination and Remuneration Committee of the Board
carried out the annual evaluation of the performance of the Board as a
whole, the Directors individually as well as of various Committees of
the Board. The performance evaluation of the Independent Directors was
carried out by the Nomination and Remuneration Committee and noted in
turn by the Board.
BOARD COMMITTEES
Your Company has following Committees of Board, viz,
1. Audit Committee
2. Stakeholders' Relationship Committee
3. Nomination and Remuneration Committee
Details of all the Committees along with their composition, terms of
reference and meetings held during the year are provided in Report on
Corporate Governance' forming part of the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(3)(c) read with Section
134(5) of the Act with respect to Directors' Responsibility Statement,
your Directors hereby confirm that:
> in the preparation of the annual accounts, the applicable accounting
standards have been followed;
> appropriate accounting policies have been selected and applied
consistently and estimates and judgments made 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 and loss
of the Company for that period;
> proper and sufficient care for maintenance of adequate accounting
records in accordance with the provisions of Act have been taken for
safeguarding the assets of the Company and for preventing and detecting
frauds and other irregularities;
> the annual accounts have been prepared on a going concern basis; and
> Proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
> that they have laid down internal financial controls commensurate
with the size of the Company and that such financial controls were
adequate and were operating effectively.
AUDITORS
> Statutory Auditors
The Company Auditors, M/s. Pravin Chandak & Associates, Chartered
Accountants, retire at the conclusion of the forthcoming Annual General
Meeting and are eligible for re-appointment.
Pursuant to the provisions of Section 139 of the Companies Act, 2013
('the Act') read with Rule 6 of the Companies (Audit and Auditors)
Rules, 2014, the Audit Committee and the Board have recommended their
re-appointment as Auditors of the Company from the conclusion of the
forthcoming Annual General Meeting till the conclusion of the next
Annual General Meeting of the Company.
The Company has received a written consent to such appointment from
M/s. Pravin Chandak& Associates, Chartered Accountants, and a
certificate that the appointment, if made, shall be in accordance with
the criteria as specified in Section 141 of the Act. As required under
Clause 49 of the Listing Agreement, the Auditors have also confirmed
that they hold a valid certificate issued by the Peer Review Board of
the Institute of Chartered Accountants of India.
> Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors had appointed M/s. P. D.
Pandya& Associates, Company Secretaries in Practice to undertake the
Secretarial Audit of the Company for the financial year 2014-2015. The
Report of the Secretarial Auditor is annexed herewith as Annexure II
and forms an integral part of this Report.
COMMENTS ON AUDITORS' REPORT
There are no qualifications, reservations, adverse remarks or
disclaimers made by M/s. Pravin Chandak & Associates, Statutory
Auditors, in their Audit Report.
The Company is carrying on business of Finance and Investment without
holding valid Certificate of Registration u/s 45IA of Reserve Bank of
India Act, 1934, which attracts the penalty of Rs. 5 Lacs u/s 58B (4-A)
of the RBI Act, 1934. The same has been provided for as contingent
liability in note 21 in notes forming parts of financial statements.
The management to make good of said default Company had decided to make
application to RBI for obtaining COR from RBI, however RBI had stop
considering any fresh application for granting COR to existing Company.
With the view of that Company has diversified its business line and
started new business of Trading in Textile. However, in the coming
future the management is confident of expanding the textile business,
the income from which will be more than 50% of gross income of the
company. Hence, the NBFC criterion will not be fulfilled and the
company won't be liable to obtain NBFC Certificate of Registration
(COR).
M/s. P.D. Pandya and Associates, Company Secretary in Practice, in his
Secretarial Audit Report for financial year 2014-15 have drawn the
attention of the management on some the non-compliances, which have
been marked as qualification in his report. In connection with the same
management herewith give the explanation for the same as follow:
As pointed out by our Secretarial Auditors in their report, it was a
matter of fact that Income Tax Authority had conducted income tax
search on 9th June, 2015 and 10th June, 2015. During their search they
had confiscated Minutes Books and certain other documents for their
reference due to which the company could not produce physical copy of
the minutes books to the secretarial auditor for their verification.
However, the soft copy of the minutes was produced before the auditor
and the same was verified by them.
The Company had appointed Chief Financial Officer (CFO) during the
period. But the CFO had resigned in December due to some
pre-occupation, now the company is in search of candidate to be
appointed as CFO.
The size of the Company is very small as compared to its peer group
companies; the Company has also established Risk Management Policy in
place to mitigate unforeseeable risks and frauds. The management thinks
that Company has adequate internal control system commensurate with the
size of the Company and the Statutory Auditor also conduct test audit
on quarterly basis and submit the limited review certificate and draws
the attention of the management on concerned matters. However the
Management also ensures to strengthen the Internal Control System of
the Company. The Company has appointed M/s. A.M. Gohel & Co. as the
Internal Auditor for conducting periodic internal audit in compliance
of Section 138 of Companies Act, 2013.
RISK MANAGEMENT AND INTERNAL CONTROLS
The Company has a well-defined risk management framework in place. The
details of the risks faced by the Company and the mitigation thereof
are discussed in detail in the Management Discussion and Analysis
report that forms part of the Annual Report.
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
The reports on Corporate Governance and Management Discussion and
Analysis for the year under review, as stipulated under Clause 49 of
the Listing Agreement form part of the Annual Report. The certificate
from the Auditors of the Company confirming compliance with the
conditions of Corporate Governance is annexed to the Corporate
Governance Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties
referred to in Section 188(1), as prescribed in Form AOC - 2 are
appended as Annexure III.
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
In terms of the provisions of Section 197(12) of the Act read with Rule
5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement containing the disclosures
pertaining to remuneration and other details as required under the Act
and the above Rules are provided as under.
The percentage increase in remuneration of each Director, Chief
Financial Officer and Company Secretary during the financial year
2014-15, ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the financial year
2014-15 and the comparison of remuneration of each Key Managerial
Personnel (KMP) against the performance of the Company are as under:
Sr. Name of Director/KMP Remuneration % increase in Ratio of
No Received Remuneration remunera-
(In Rs. in the of tion each
Lakh) Financial Director
to year
2014-15
median
remunera-
tion of
employees
1 Mr. Girraj Kishor Agrawal Nil Nil Nil
(Managing Director)
2 Ms. Seema Sidhu* Nil Nil Nil
(Non-Executive Independent
Director)
3 Mr. Jatinkumar Agarrwal* Nil Nil Nil
(Non-Executive Independent
Director)
4 Mr. Tushar Rane# Nil Nil Nil
(Non-Executive Independent
Director)
5 Mrs. Madhu Rajkumar Goel# Nil Nil Nil
(Non-Executive Independent
Director)
6 Mr. Tejas Hingu@ 1.18 Nil 0.61
(Director &Chief Financial
Officer)
7 Ms. Shruti Shah 0.74 Nil 0.38
(Company Secretary)
Note:- * Appointed w.e.f 24/03/2015 # Resigned w.e.f 24/03/2015 @
Resigned w.e.f 12/12/2014
> All appointments are / were non-contractual.
> There were 7 employees on the roll of Company as on March 31, 2015.
> The median remuneration of employees of the Company during the
financial year was Rs. 1.94Lakh
> Remuneration as shown above comprises of Salary, Leave Salary, Bonus,
Leave Travel Assistance, Medical Benefit, House Rent Allowance,
Perquisites and Remuneration on Cash basis
BOARD MEETINGS
The Board meets at regular intervals to discuss and decide on the
Company's policies and strategy apart from other Board matters.
During the financial year 2014-15, fourteen board meetings were held on
April3, 2014, April 30, 2014, May 30, 2014, July 21, 2014, August 13,
2014, August 27,2014, September 22, 2014, November 12, 2014, November
20, 2014, December 20, 2014, February7, 2015, February 14, 2015, March
17, 2015 and March 24, 2015. The gap between the two board meetings did
not exceed 120 days.
EXTRACT OF ANNUAL RETURN
Pursuant to the requirements under Section 92(3) and Section 134(3) of
the Act read with Rule 12 of Companies (Management and Administration)
Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is
given in the Report as Annexure IV.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
In view of the nature of activities which are being carried on by the
Company, the particulars as prescribed under Section 134(3)(m) of the
Act read with Companies' (Accounts) Rules, 2014regarding Conservation
of Energy and Technology Absorption, and research and development are
not applicable to the Company.
LISTING OF SHARES OF THE COMPANY
The Equity Shares of your Company continue to remain listed on Bombay
Stock Exchange Ltd.
The Company has paid the listing fees as payable to the BSE Ltd.for the
financial year 2015-16 on time.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a vigil mechanism to provide appropriate
avenues to the Directors and employees to bring to the attention of the
Management, the concerns about behavior of employees that raise
concerns including fraud by using the mechanism provided in the Whistle
Blower Policy. The details of the said Policy are included in the
Report on Corporate Governance which forms part of the Annual Report.
During the financial year 2014-15, no cases under this mechanism were
reported in the Company and any of its subsidiaries/ associates.
POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE
The company has framed policy in accordance with The Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.
During the financial year 2014-15, no cases in the nature of sexual
harassment were reported at our workplace of the company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Further, a separate Management Discussion and Analysis Report covering
a wide range of issues relating to Industry Trends, Company
Performance, SWOT analysis, Corporate Process, Business Outlook among
others is annexed to this Report.
CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO)
CERTIFICATION
The Chief Executive Officer and Chief Financial Officer Certification
as required under Clause 49 of the Listing Agreements and Chief
Executive Officer declaration about the Code of Conduct is Annexed to
this Report.
ACKNOWLEDGEMENTS
The Directors express their sincere gratitude to the BSE Limited,
Ministry of Finance, Ministry of Corporate Affairs, Registrar of
Companies, National Securities Depository Limited, other government and
regulatory authorities, financial institutions and the bankers of the
company for their ongoing support.
The Directors also place on record their sincere appreciation or the
continued support extended by the Company's stakeholders and trust
reposed by them in the Company. The Directors sincerely appreciate the
commitment displayed by the employees of the Company resulting in
satisfactory performance during the year.
On behalf of the Board of Directors
Sd/- Sd/-
Girraj Kishor Agrawal Seema Sidhu
(Managing Director) (Director)
Date: 12/08/2015
Place: Mumbai
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