We are privileged to place before you the 24th Annual Report of your
Company together with Audited Financial Accounts for the Financial Year
(FY) ended 31st March 2015.
Financial Results
(Amount in Rupees)
Particulars 2014-15 2013-14
Profit before Tax 2,08,853 50,376
Less : Current Taxes
Less : Deferred Tax
Profit for the year 2,08,853 50,376
Add : Balance in Profit &
Loss Account (7,35,83,058) (7,36,33,434)
Sub-Total (7,33,74,205) (7,35,83,058)
Less : Appropriations
Adjustment relating to Fixed Assets (3,02,256)
Closing Balance (7,36,76,461) (7,35,83,058)
Dividend:
In view of the accumulated losses, your directors are unable to
recommend any dividend on Equity as well as Preference Shares for the
year.
Performance & Operations
Since last many years, the paper industry has gone through tremendous
technological changes with new generation machineries having come in
which have changed the entire business dynamics and the company has not
been able to cope up with the changes due to its financial constraints
and lack of capability to adopt to these technological changes and
eventually the turnover of the company kept deteriorating year after
year leading to substantial losses. Accordingly manufacturing
operations were suspended in June, 2009 and eventually the old obsolete
machinery have been sold to clean some of the liabilities.
The company is now planning to restart its business operations by
dealing in the paper products by trading in the same. This will need
some working capital. The company does not envisage starting again its
manufacturing unit and hence sold the factory, land and building for a
lumpsum consideration of Rs.9.00 crores on 3rd June, 2015 to the Nobel
Hygiene Private Limited after taking the shareholders approval and
other formalities.
Material changes and Commitments affecting financial position between
the end of the financial year and date of report The Company has
entered into an agreement with Nobel Hygiene Private Limited for the
assignment of lease for the leasehold Land & Factory Building thereon
situated at A/70, MIDC, Sinnar, Nashik. and have also received the
agreed consideration of Rs.9.00 crores for the same. Out of the
consideration the Company has redeemed its preference shares of Rs.4.25
crores issued to the Nobel Hygiene Private Limited on 11th June, 2015
and has also cleared all its other outside liabilities.
Internal Financial control
The Company has in place adequate internal financial control with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in designs or operations
were observed.
Deposits
The Company has not accepted any deposit from the public during the
year.
Statutory Auditor
M/s. Shyam Malpani & Associates, Chartered Accountants, Statutory
Auditor of the Company, hold office till the conclusion of the ensuing
Annual General Meeting and are eligible for re-appointment. They have
confirmed their eligibility to the effect that their re-appointment, if
made, would be within the prescribed limits under the Act and that they
are not disqualified for re-appointment.
Comments on Auditor qualifications
The observations made by the Auditor in their report are
self-explanatory and therefore do not call for any comment.
Significant & Material Orders - Going Concern Status
There are no significant and material order passed by the regulators or
courts or tribunals impacting the going concern status and company's
operation in future.
Extract of Annual Return
In accordance with Section 134 (3) (a) of the Companies Act, 2013, an
extract of the Annual Return in the prescribed format is appended as
Annexure 1 to the Board's Report.
Conservation of Energy, technology absorption and Foreign exchange
earnings and outgo A statement giving details of conservation of
energy, technology absorption and foreign exchange earnings and outgo
as required to be disclosed under the Act, are provided in Annexure 2
to this report.
Corporate Social Responsibility (CSR)
As company is not falling in the criteria specified under section
135(1) of the Companies Act, 2013, no comment is invited.
Changes in Directors
Pursuant to Share Purchase Agreement dated 02nd September, 2014 and
successful completion of open offer existing management of the Company
ie. Shri Bansilal Sharma, Shri B S Rathi, Shri Anand Kumar Poddar and
Shri Gourishankar Damani tabled the resignation and same were accepted
by the management with effect from closing hours of 30th January, 2015.
During the year under review, Existing board has appointed Mr. Manish
D. Ladage & Mrs. Kamini Johari as Additional Director and Mr. Mahesh
Makhijani & Mr. Krishnamurthy Ananthanarayanan as an Independent
Additional Director till the forth coming Annual General Meeting.
The Company has received a notice in writing from the share holders
under Section 160 of the Companies Act, 2013 proposing their
candidature for the office of Director of the Company at the
forthcoming Annual General Meeting.
During the year all the directors were appointed as additional
directors and seek their appointment as a director in the fourth coming
Annual General Meeting and hence the provision of retirement by
rotation is not applicable.
Declaration by an Independent Director
The Company has received the necessary declaration from each
independent director under Section 149 (7) of the Companies Act, 2013
that he/she meets the criteria of Independence laid down in Section 149
(6) of the Companies Act, 2013.
Board evaluation
The Company has devised a Policy for performance evaluation of
Independent Directors, Board, Committees and other
individual Directors which include criteria for performance evaluation
of the non-executive directors and executive directors which reviewed
periodically.
No. of Board Meetings
The Board meets 8 times during the financial year. The intervening gap
between any two meetings was within the period prescribed by the
Companies Act, 2013.
Particulars of Employees and Related Disclosure
Particulars of employees within the meaning of Section 197 (12) of the
Act read with Rules 5 (2) and 5 (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 have not been
furnished as there was no employee in the aforesaid category.
Audit Committee
The Audit Committee comprises of following
Sr.
No. Name of the Director With effect from - (up to)
1 B S Rathi (30/01/2015)
2 Anandkumar Poddar (30/01/2015)
3 Gaurishankar Damani (30/01/2015)
4 Manish D Ladage 30/01/2015
5 Mahesh Makhijani 30/01/2015
6 Krishnamurthy
Ananthanarayanan 30/01/2015
Vigil mechanism
The Vigil Mechanism of the Company, which also incorporates a whistle
blower policy in terms of the Listing Agreement, includes an Ethics &
Compliance Task Force. Protected disclosures can be made by a whistle
blower through an e- mail, or dedicated telephone line or a letter to
the Task Force or to the Chairman of the Audit Committee.
Particulars of loans, guarantees or investments
The Company has not given any loan, guarantees or made investments
under Section 186 of the Companies Act, 2013.
Particulars of contracts or arrangements with related parties:
All contracts or arrangements with related parties entered into or
modified during the financial year were on a arms length basis and in
the ordinary course of business. All such contracts or arrangements
have been approved by the Audit Committee. Particulars of contracts or
arrangement with related parties referred to in Section 188 (1) of the
Companies Act, 2013, in the prescribed form AOC-2, is appended as
Annexure 3 to the Board Report.
Policy on Director's appointment and Remuneration:
Nomination and Remuneration Committee has formulated a policy relating
to remuneration for the directors, KMPs and other employees, however
during the Year Company has not paid any remuneration to directors and
no employees are there on the pay roll of the Company.
Secretarial Auditor
The board has appointed M/s. JNG & Co., Practicing Company Secretary,
to conduct Secretarial Audit for the financial year 2014-15. The
Secretarial Audit report for the financial year ended March 31, 2015 is
appended as Annexure 4 to the Board Report.
Comments on Secretarial Audit Qualification
The observations made by the Company Secretary in their report are self
explanatory and therefore do not call for any comment.
Risk management policy
Your Company has an elaborate Risk Management procedure, which is based
on three pillars: Business Risk Assessment, Operational Controls
Assessment and Policy Compliance processes. Major risks identified by
the businesses and functions are systematically addressed through
mitigating actions on a continuing basis. Some of the identified risks
relate to competitive intensity and cost volatility.
Directors' Responsibility Statement
Your Directors State that:
a) In the preparation of the annual Accounts for the year ended March
31,2015, the applicable accounting standard read with requirements set
out under schedule III to the act, have been followed and there are no
material departures from the same;
b) the Directors have selected such accounting policies and applied the
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 as at March 31,2015, and of the profit of the company for
the year ended on that date;
c) the director have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of the act of safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
d) the directors have prepared the annual accounts on a 'going concern'
basis;
e) the directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
Prevention of Sexual Harassment at Work place
Your director state that during the year under review, there were no
cases filed pursuant to the Sexual harassment of Women at Workplace
(Prevention, Prohibition and Redressed) Act, 2013.
Management Discussion & Analysis Report & Corporate Governance Report
Pursuant to SEBI Circular No.CIR/CFD/POLICY CELL/7/2014 the The Clause
49 of the Listing Agreement shall be applicable to all companies whose
equity shares are listed on a recognized stock exchange. However,
compliance with the provisions of Clause 49 shall not be mandatory, for
the time being, in respect of the Companies having paid up equity share
capital not exceeding Rs.10 crore and Net Worth not exceeding Rs.25
crore, as on the last day of the previous financial year; As our
company's paid up equity share capital is not exceeding Rs.10 crore and
Net Worth not exceeding Rs.25 crore, as on the last day of the previous
financial year, compliance with provisions of Clause 49 is time being
not applicable.
Acknowledgements
Your Directors wish to place on record their appreciation of the
continued support and valuable co-operation received from the Company's
Bankers, Institutions, Customers, Suppliers and Share Holders.
On behalf of the Board of Directors
(Kamini Kamal Johari)
DIN: 01309286
Chairman
Place: Mumbai
Date: August 14, 2015
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