| Dear Members,
The Directors present their 41st Annual Report and Audited Statement
of Accounts of the Company for the year ended 31st March, 2015.
FINANCIAL RESULTS :
(Rs. in Lakhs) Year ended
31/03/2015 31/03/2014
Profit/(Loss) before Interest, (8.57) 224.50
Depreciation & Taxation
Less : Interest 0.39 3.23
(8.96) 221.27
Less : Depreciation 238.52 238.50
Profit/(Loss) during the year (247.48) (17.23)
Profit/(Loss) brought forward
from previous year (3710.39) (3697.39)
Profit/(Loss) before Appropriation (3957.87) (3714.62))
APPROPRIATIONS
Prior Year Income Tax Refund - (4.23)
Balance Carried to Balance Sheet (3957.87) (3710.39)
(3957.87) (3714.62)
DIVIDEND :
In view of accumulated losses, your Directors are unable to recommend
any dividend.
PERFORMANCE :
The turnover of your Company for the year ended March 31,2015 was Rs.
74.33 lakhs as against Rs.30.40 lakhs in the previous year. Your
Company has loss of Rs.8.57 lakhs before Interest, Depreciation and
Taxation as against a profit of Rs.224.49 lakhs in the previous year.
After providing for interest of Rs. 0.39 lakhs (Previous year Rs.3.23
lakhs) and Depreciation of Rs.238.52 lakhs (Previous year Rs.238.50
lakhs) your Company has loss of Rs.247.48 lakhs as against a Loss of
Rs.17.23 lakhs in the previous year. Your Company's manufacturing
activities of ISO Marine Cargo Container remains suspended as container
production has not yet become viable.
Your company has diversified into manufacturing modular and pre
fabricated accommodation systems for the domestic market. The target
market for these products and solutions was the infrastructure and real
estate sectors. However, due to adverse government policies and poor
market climate, the infrastructure and real estate companies are in
poor financial health and not investing in these capital goods. Hence,
your company has decided to postpone the expansion of this project.
Share Capital:
The Share Capital remained the same during the year under review.
Current Status:
The working position of the Company in the current financial year
2015-16 is satisfactory. The Company expects to achieve better
performance during the current year. The Company is striving to improve
the working diversified business activities as stated above.
Changes in Nature of Business and Revision in the Board's Report:
There is no change in the nature of business of the Company during the
year and hence there is no revision made in the Board's Report.
Directors and Key Managerial Personnel:
(1) DIRECTORS :
Shri Badal Mittal, Director of the Company retires by rotation at the
ensuing Annual General Meeting and being eligible offers himself for
re-appointment.
Mrs. Poornima Sanjiv Aggarwal (DIN 07152006) was appointed as
Additional and Independent Director of the Company with effect from
25th March, 2015 vide Board Resolution dated 25th March, 2015. She
holds office until the conclusion of the ensuing Annual General
Meeting.
The Company has received letter from a member along with the requisite
deposit proposing candidature of Mrs. Poornima Sanjiv Aggarwal for her
appointment as Director at the ensuing Annual General Meeting.
Accordingly, resolution proposing appointment of Mrs. Poornima Sanjiv
Aggarwal as Director forms part of the Notice of the Annual General
Meeting.
Mr. Shiv kumar Dalmia ceased from directorship with effect from 25th
March, 2015 pursuant to the provisions of Section 167(1)(b) of the
Companies Act,2013 on account of remaining absent from all the Meetings
of the Board of Directors held during a period of twelve months
There is no other change in the composition of the Board of Directors.
(2) Key Managerial Personnel
The Company has following Key Managerial Personnel:
Sr. Name of the Person Designation
No.
1 Mr. Ashok Kumar Dalmia Managing Director
2 Mr. Chandrabhan R. Singh Chief Financial Officer
3 Mrs. Pushpalata V. Mishra Company Secretary
Appointment of KMP
During the year under review, the Company appointed Mr Chandrabhan R.
Singh as Chief Financial Officer of the Company with effect from
30/05/2014 and Mrs.Pushpalata Vashishta Mishra as Company Secretary in
whole time employment of the Company with effect from 13/11/2014.
(3) Declaration by Independent Director
The Company has received necessary declaration from the Independent
Director pursuant to section 149(7) of the Companies Act, 2013
confirming that she meets the criteria of independence as prescribed
pursuant to section 149(6) of the Companies Act, 2013 and clause 49 of
the Listing Agreement.
PUBLIC DEPOSITS:
The Company is not accepting any deposits from the public.
DIRECTORS RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the
information and explanations obtained by your Directors they make the
following statements in terms of Section 134(3)(c)of the Companies Act,
2013 and hereby confirm that:-
a. in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures; 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.
b. the directors have selected such accounting policies and applied
consistently to the affairs of the Company as at 31st March, 2015 and
of the profit of the Company for the year ended on that date;
c. 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;
d. the directors have prepared the annual accounts on a going concern
basis; and the directors have laid down proper systems financial
controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively.
e. proper internal financial controls were laid down and such internal
financial controls were adequate and were operating effectively; and
f. the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
Disclosure under Section 197(12) of the Companies Act, 2013 and other
Disclosures as per Rule 5 of Companies (Appointment & Remuneration)
Rules, 2014:
There were no employees during the year covered under Companies
Act,2013 read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel)Rules,2014.
Since none of the Directors is in receipt of any remuneration, the
ration of remuneration to the median remuneration of the employees is
not applicable.
The information required pursuant to Section 197 read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rule, 2014 will be made available for inspection at its Registered
Office during the working hours for a period of 21 days before the date
of Annual General Meeting of the Company pursuant to Section 136 of
Companies, 2013.
Disclosure under Section 197(14) of the Companies Act, 2013
The Company does not have any subsidiary Company and therefore the
question of receiving any remuneration or commission by the executive
Director of the Company from any of the subsidiary Company does not
arise.
Number of Board Meetings:
During the Financial year, total 5 (Five) meetings of the Board of
Directors were held on 30.05.2014, 12.08.2014, 13.11.2014, 12.02.2015
and 25.03.2015 respectively.
On account of inadequate number of independent Director the
constitution of Audit committee and Nomination and Remuneration
Committee is not in conformity with the provisions of the Companies
Act, 2013 and Clause 49 of the Listing Agreement and also could not
frame various policies and carry out evaluation of Board and
independent Director as required under the said Act and Clause 49 of
the Listing Agreements. However following committees have been
constituted by the Board of Directors :
1. Audit Committee
2. Nomination and Remuneration Committee
3. Shareholders Relationship Committee
4. Risk Management Committee
Composition of Audit Committee:
The Audit Committee of Directors was constituted pursuant to the
provisions of Section 177 of the Companies Act, 2013. The Audit
Committee comprises of:
1. Shri Ashok Kumar Dalmia - Managing Director
2. Shri Badal Mittal - Non-Executive Director
3. Smt. Poornima Sanjiv Agarwal - Independent Director
Since the Company has only one Independent Director on its Board, the
constitution of this committee is not in conformity with the provisions
of Section 177 of the Companies Act,2013 and Clause 49 of Listing
Agreement.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,FOREIGN EXCHANGE EARNINGS
& OUTGO :
(A) The Company's operations are not energy intensive. However,
adequate measures have been taken to reduce energy consumption,
wherever possible.
(B) The company has not absorbed any technology during the year under
review.
(C) Foreign Exchange Earning - Nil
Foreign Exchange Outgo - Rs. 2.86 Lacs
LISTING OF SHARES :
The Shares of your company are listed on the Bombay Stock Exchange. The
company has paid Annual Listing Fee for the year 2015 - 2016 and also
Annual Custodian Fees in respect of Shares held in dematerialization
mode to NSDL and CDSL for the year 2015-16.
CORPORATE GOVERNANCE :
A separate report on Corporate Governance as required under clause 49
of the Listing Agreement with the Stock Exchange is annexed hereto.
STATUTORY AUDITORS:
The Statutory Auditors of the Company namely, J. F. Shah & Co.
Chartered Accountants have been appointed for a period of 3 years at
the previous annual general meeting held on 30th September, 2014. The
appointment is required to be ratified by the shareholders at this
annual general meeting to conduct the audit for the financial year
2015-2016. Auditors have confirmed their eligibility and submitted the
Certificate in writing that their appointment, if ratified, would be
within the prescribed limit under the Act and they are not disqualified
for re-appointment.
AUDITORS' REPORT :
There are no remarks or qualifications in the Auditors' Report
requiring any specific explanation.
SECRETARIAL AUDIT:
Pursuant to provisions of Section 204(1) of the Companies Act, 2013
read with rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, the Company has appointed M/s. K. C.
Nevatia & Associates, a firm of Company Secretaries in Practice (C. P.
No. 2348) to undertake the Secretarial Audit of the Company. The
Secretarial Audit Report is included as "Annexure - A" and forms an
integral part of this Report.
Directors Explanation to Qualification in Secretarial Audit Report:
a) Most of non compliances referred in the Secretarial/Audit Report are
on account of inadequate number of Independent Directors on the Board
of Directors of the Company. The Directors are making efforts to
appoint more Independent Director(s) so as to have the composition of
Board of Directors in accordance with the provisions of Section 149 of
the Companies Act, 2013 and clause 49 of Listing Agreement with the
Stock Exchange. This will also enable the Company to constitute
various committees and frame various polices as required under the
Companies Act, 2013 as well as Clause 49 of Listing Agreement with the
Stock Exchange.
b) The Company's Fixed Assets being Factory Building and Plant and
Machinery situated at J-1&J1-1, M.I.D.C. Tarapur Industrial Area,
Boisar-401 501 have not been insured as the Machinery being not in use
from last about 15 years have become rusted and obsolete and have only
the scap value and the Factory Building is not RCC construction but in
the form of a shed on the pillar.
Extract of Annual Return:
Extract of the Annual Return in form MGT-9 for the financial year ended
31st March, 2015 made under the provisions of Section 92(3) of the Act
is annexed as "Annexure - B" which forms part of this Report
The details of significant and material order passed by the regulators
or courts or tribunals impacting the going concern status and company's
operations in future:
No order have been passed by any Regulator or Court or Tribunal which
can have an impact on the going concern status and the Company's
operation in future.
Internal Control Systems:
Adequate internal control systems commensurate with the nature of the
Company's business and size of its operations are in place. Adequate
measures are taken to utilized the assets and resources of the Company
economically and efficiently. The Board continued to review the
internal control system from time to time.
Internal Financial Controls:
The Internal Financial Controls with reference to financial statements
as designed and implemented by the Company are adequate. During the
year under review, no instance of inefficiency or inadequacy of such
controls have come to the notice of Board.
Material changes and commitments, if any, affecting the financial
position of the company which have occurred between the financial year
end of the company to which financial results relate:
No material changes and commitments which could affect the Company's
financial position have occurred between the end of the financial year
of the Company and date of this report.
Particulars of loans, guarantees, investments and securities:
The details of Loans, Guarantees, Securities and Investments as covered
under the provisions of section 186 of the Companies Act, 2013 are
given in the Note No. 8 and 9 to Financial Statements.
Particulars of contracts or arrangement with related parties:
The Company has not entered in to any transactions with any of the
related party during the year under review. Hence, the provisions of
Section 188 of the Companies Act, 2013 are not attracted. Thus
disclosure in form AOC-2 is not required.
On behalf of the Board of Directors,
ASHOK KUMAR DALMIA
Managing Director
BADAL MITTAL
Director.
Place : Mumbai
Date : 29th May, 2015.
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