| Dear Shareholders,
The Directors of your Company are pleased to present the 32nd Annual
Report and the Audited Accounts for the financial year ended on March
31, 2015.
1. FINANCIAL PERFORMANCE: (Rs, In Lacs)
Sr.
No. Particulars 2014-15 2013-14
1 Sale - -
2 Other Income 44.04 20.54
3 Total 44.04 20.54
4 Profit/Loss Before
Depreciation & Tax (PBDT) (11.98) (31.63)
5 Less: Depreciation (4.07) (3.35)
6 Profit/Loss Before
Taxation (PBT) (16.05) (34.98)
7 Less: Taxation (all Taxes) - -
8 Profit/Loss After
Taxation (PAT) (16.05) (34.98)
9 Add: Balance brought
forward from last year (1289.50) (1254.53)
10 Balance to be
carried forward (1305.55) (1289.51)
No amount has been proposed to be carried in to any reserves.
2. SALIENT FEATURES OF COMPANY'S WORKING DURING THE YEAR:
During the year under review, the Company did not undertake any
activity / operation, which continues to remains at a standstill since
1995.
3. EQUITY INFUSION OF FUNDS:
Your Company has not issued any equity shares during the year under
review nor borrowed money by way of public deposits.
4. DIVIDEND:
Considering the year's financial performance and carried forward losses
of previous years, the Board had decided not to recommend any dividend.
5. SEGMENT REPORTING:
The Company had only one segment while in operation. However, after
closure in 1995 no activity has been carried out.
6. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EARNINGS AND OUTGO:
i) The Company has neither earned any foreign exchange as there have
been no exports, nor used any foreign exchange both of which are 'NIL'
during the year under review. ii) No information with regard to
conservation of energy is required to be furnished as the plant has
remained closed since 1995. iii) There is no employee in receipt of
remuneration is excess of the prescribed limits.
7. RISK MANAGEMENT:
Despite the activities and operations being at a standstill the Company
has evolved strategy to identify unsatisfactory risks on account of
credit, liquidity, reputation etc. and the board has assumed overall
responsibility for its implementation.
8. ENVIRONMENT AND SAFETY:
Since the Company has neither any employees nor engaged in any
activity, environment & safety measures are not required to be followed
for the time being.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
In terms of section 149 of the Act, following are Independent Director
of the Company:
1. Shri Anand Sethuprakasem
2. Shri Hitesh V. Raja
3. Smt. Sharmila S. Chitale
In terms of Section 203 of the Act, the following were designated as
Key Managerial Personnel of your Company by the Board :
1. Shri Prithviraj S. Parikh Whole time Director
2. Shri P.K.R.K. Menon Company Secretary
3. Shri R. Radhakrishnan* Chief Financial Officer (w.e.f. 12th
February 2015)
The Company has received declaration from all the Independent Directors
confirming that they meet the criteria of independence as prescribed
under the Act and Clause 49 of the Listing Agreement with the Stock
Exchange.
In accordance with the requirements of the Act and the Articles of
Association of the Company, Shri Nalin S. Parikh retires by rotation
and is eligible for re-appointment.
During the year five Meetings of Audit Committee as well as Board were
convened and held, with the requisite quorum.
Particulars with regard to Remuneration of Director and KMP are set out
in Annexure "A" (V).
*Expired on 06.07.2015.
10. AUDIT COMMITTEE:
The Audit Committee comprises of three Non- Exective Directors, viz;
Shri Hitesh V. Raja, Shri Nalin S. Parikh and Shri Anand Sethuprakasem.
The Chairman of the Committee is Shri Hitesh V. Raja
11. CORPORATE GOVERNANCE:
In view of the exemption granted to the Company vide Circular No.
CIR/CFD/ POLICY CELL/7/2014 dtd. 15.05.2014 by SEBI, the provision with
regard to Corporate Governance / Board Evaluation are not applicable as
the paid up equity capital is not exceeding Rs,10 crore and/or net
worth not exceeding Rs,25 crore as on the last day of the previous
financial year.
12. REMUNERATION AND EVLUATION POLICY :
12.1 The Company has not paid any remuneration to the Directors nor
intend doing so in the near future except sitting fee to Independent
Directors, as the activities / operation are at standstill and no
income is earned. While the individual directors' performance was
reviewed by the Chairman and rest of the Board excluding the Director
being evaluated, the Chairmans' and Non - Independent Directors
performance was appraised through feedback from Independent Directors.
12.2 In compliance of Companies Act, 2013 a Nomination & Remuneration
committee has however been constituted headed by Shri Anand
Sethuprakasen, Independent Director (Non-executive). The other member
are Shri Hitesh V. Raja Independent Director (Non-executive) Shri Nalin
S. Parikh, Non -Independent Director (Non-executive ).
13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not granted any loans or provide Guarantees or made
Investments covered under the provisions of Section 186 of the
Companies Act, 2013, except interoperate deposit (ICD) of
Rs,1,25,00,000 advanced Richline Leasing & Finance Private Limited
earring interest @15% per annum.
14. RELATED PARTY TRANSACTIONS:
No Related party transactions has been carried out which are to be
required to be disclosed other than what is stated in note no. 25 of
the financial statements.
15. PARTICULARS OF EMPLOYEES AND HUMAN RESOURCES:
The Company has no employees drawing salaries in excess of the limits
prescribed and there for no information is required to be furnished
pursuant to Section 197 read with Rule, 5 of The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014. Directors were
also not paid remuneration or sitting fees during period under review,
except Shri P.K.R.K Menon who had resigned from the Board during the
year but continues as Company secretary, and paid for services so
rendered, as set out in Annexure A (V) (C).
16. VIGIL MECHANISM / WHISTLEBLOWER POLICY:
16.1 In conformity with the provisions of clause 49 of the Listing
Agreement executed with the stock exchange policy has been laid down to
provide a mechanism for any concerned person of the company to approach
Chairman of the Audit Committee for the purpose of dealing with
instance of fraud and mismanagement, if any and also ensure that
whistleblowers are protected from retribution, whether within or
outside the organization.
16.2 Pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal ) Act, 2013 and rules made there
under, the Company has, during the year, rolled out a policy for
prevention of Sexual Harassment in the organization.
17. OTHER MATERIAL ORDERS :
17.1 C.P. No. 56 of 2013 filed by Shri Suresh Kumar Jalan and others
alleging acts of oppression and mismanagement against Company, has been
dismissed by Hon'ble C.L.B. Chennai Bench on 11-05-2015 and
accordingly, all the applications pending as on date stand disposed of
without granting any relief to the Petitioners.
17.2 The C.A. No. 8079 of 2003 filed by P.E. Dept. pending before
Hon'ble Supreme Court, New Delhi is being sought to be transferred to
Lok Adalat, with regard to the disputed claim of Rs, 17.78 crore
(including accrued interest of Rs, 12.01 crore) and the legal Advisors
are of option that it could be contested/defended successfully.
17.3 In view of Madras Stock Exchange Limited having been exited as a
stock exchange vide Notification No. WTM/RKA/MRD/47/2005 dated
14-05-2015 issued by Securities & Exchange Board of India, the
Companies scrip shall no longer be listed therein with immediate
effect.
18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange, reveal that until the pending legal matters are resolved the
Company shall not be able to undertake any activity.
19. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of section 92 (3) of the Companies Act,
2013, an extract of annual return is annexed hereto as Annexure- A and
forms part of this report.
20. SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, M/s. Ashish Bhatt & Associates, Company
Secretary, (CP: 2956), have been appointed as the Secretarial Auditors
to conduct the Secretarial Audit of the Company for the financial year
2014-15, the Secretarial Audit Report is annexed herewith as Annexure-
B and forms part of this report". In response to the remarks of
secretarial Auditors, the following are stated :
a) The DIR -12 pertaining to the appointment of Independent Director
has since been filed along with payment of additional fees on dated
07.07.2015.
b) The Company had to adjourn the 31st AGM for want of Quorum on
27.09.2014 and the adjourned meeting was held on 11.11.2014 when
business was transacted as per notice dated 05.08.2014 and annual
return ( 2013-14) has accordingly been filed with disclosure to this
effect.
21. STATUTORY AUDITORS:
M/s. Chaturvedi & Shah, Chartered Accountants, Statutory Auditors of
the Company, having Firm Registration Number 101720W, were appointed as
Auditors at the last AGM for three consecutive years. 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. As required under the
Companies Act, 2013, your Directors recommend to ratify their
appointment as Statutory Auditors of the Company for F.Y. 2015-16.
22. COST AUDIT:
The Company is not required to maintain cost record as prescribed by
the Central Government under the provision of Section 148 of the
Companies Act, 2013 in view of the closure of the plant in 1995 and
cessation of manufacturing activities. No activities or services have
been undertaken by the Company since then.
23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has in place internal control systems and procedures
commensurate with the size and nature of its operations. Internal
control processes which consist of adopting appropriate management
systems and implementing them are followed. These are aimed at giving
the Audit Committee a reasonable assurance on the reliability of
financial reporting and statutory & regulatory compliances,
effectiveness and efficiency of your Company's operations and are
reviewed subjected to internal audit in compliance of section 138 of
the Act, periodically and revised to keep in tune with the changing
business environment.
24. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of Section 134 of the Companies Act,
2013:
a. That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanations
relating to material departures, if any;
b. That such accounting policies have been selected 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 and of the profit of the
Company for that period;
c. That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act 2013, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d. That the annual accounts have been prepared on a going concern
basis;
e. That proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively; and
f. That systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
25. ACKNOWLEDGEMENT:
Yours Directors acknowledge with thanks the co-operation and
understanding displayed by the shareholders & others and continue to
look forward to the same.
On behalf of the Board of Directors
Sd/- Sd/-
Nalin S. Parikh Hitesh V. Raja
Director Director
DIN :00106844 DIN :02681574
Place : Mumbai
Date : 12th August, 2015
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