DIRECTORS' REPORT Your Directors present their 23rd Annual Report together with Audited Statement of Accounts of your Company for the year ended 31st March 2015. Operations, Management's discussions and analysis: We have been in negotiation with an Indo-Canadian joint venture company for sub-leasing of our excess land. In all probability it may fructify soon to provide some working capital help for our operations. As the permissions from MIDC and other Government agencies may take considerable expenses, the real help in working capital may be available only from next financial year. We are also in negotiations with a South African company for importing our Skin Creams. The registration formalities in South Africa are costly and time consuming - but will be very beneficial on the long run. Dividends: As the Company has accumulated losses, no dividend is recommended. Change in nature of business, if any: There has been no change in the nature of business of the Company during the year under review. Amounts transferred to Reserves: No amount is transferred to reserves. Deposits: During the financial year 2014-15, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. Share Capital: The company has not issued shares with voting rights and/ or differential voting rights nor granted stock options nor sweat equity during the year under review. Material Changes affecting the Financial Position of the Company: There have been no material changes / events occurring after balance sheet date till the date of the report to be stated. Details of Directors and Key Managerial Personnel: In accordance with the provisions of the Companies Act, 2013 and the Company's Articles of Association, Mr. Ashok M. Kadakia, Mr. Manoj Moolchand Shah, Mr. Arvind Moolchand Shah, Mr. Vijay Kumar Agrawal and Mr. Ajay Ishwarlal Bora, Directors of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Board Evaluation: Pursuant to the provisions of the Company's Act, 2013 and Clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 and the clause 49 of the listing Agreement that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6). The performance evaluation of the independent Directors was completed. The performance evaluation of the Chairman and the Non-independent Directors was carried out by the independent Directors. The Board of Directors expressed their satisfaction with the evaluation process. Number of Meetings of the Board: The details of the number of meetings of the Board held during the Financial Year 2014-2015 forms part of the Corporate Governance Report. Particulars of Loans, Guarantees or Investments by Company: Details of Loans, Guarantees and investments covered under the provisions of Section 186 of the Companies Act 2013 are given in the notes to Financial Statements. Whistle Blower Policy: The Company has a whistle blower policy to report genuine concerns or grievances. Remuneration and Nomination Policy: The Company has formulated the Nomination & Remuneration policy for its directors, key managerial personnel and other employees keeping in view the followings • the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully; • relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and • remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals: This policy also lays down criteria for selection and appointment of Board Members. Vigil Mechanism: Company established a vigil mechanism pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and as per Clause 49 of the Listing Agreement for their directors and employees to report their genuine concerns or grievances. Risk Management Policy: Company has developed and implements Risk Management Policy including identification of elements of risk which in the opinion of the Board may threaten to the existence of the company. Company also reviewed & evaluates the implementation process of risk management policy time to time so that future risk can be minimized. Related Party Transactions: All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Significant and Material Orders passed by the Regulators or Courts: There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations. Directors Responsibility Statement: In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that: (i) That in the preparation of the Annual Accounts for the year ended March 31st, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; (ii) 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 as at 31st March, 2015 and of the profit / loss of the Company for that period; (iii) That the Directors have taken proper and sufficient care 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; (iv) The annual accounts have been prepared on a going concern basis; (v) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (vi) 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. Corporate Social Responsibility (CSR): The company is not covered under the Companies (Corporate Social Responsibility) Rules 2013. Internal Control System and Adequacy: The company has a proper and adequate internal control system to ensure that its assets are safeguarded and protected against unauthorized use and disposition and all the transactions are properly recorded and reported. The company also has a system of management reviews to ensure compliance with the prescribed procedures and authority levels. Statutory Auditors and Explanation to Auditor's Remarks: M/s. V. Sankar Aiyar & Co, Chartered Accountants, who are statutory auditor of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company as required under the provision of section 139 of Companies Act, 2013. The Audit Report does not contain any qualification / adverse remark. Cost Audit: Audit of Cost Records is not applicable to the Company for year 2014-2015 as per Section 148 and relevant rules issued under the said Section. Secretarial Audit: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed Shri Dinesh Kumar Deora a firm of Company Secretaries in Practice (Mem. FCS No. 5683, C.O.P. No.4119) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure - B and forms an integral part of this Report. In regards to the qualification mentioned on secretarial Auditor Report, the Company has been in the process of appointing a CFO and Company Secretary as the Company is not getting candidates in view of small size of business operations of the Company. Particulars of Employees: The Company at present does not have any employee details of which are required to be disclosed pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Details of Subsidiary, Joint Venture or Associates: There is no subsidiary, Joint Venture or Associate Company. Disclosures under sexual harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013: There are no cases filed under the above Act and hence no comments required on disposal of the cases under the same. Statement Pursuant to Listing Agreements: The Company's shares are listed with the BSE Ltd. Your Company has paid the annual listing fees up to date. Extract of Annual Returns: The extract of Annual Return, in format MGT -9, for the Financial Year 2014-15 has been enclosed with this report as per Annexure A. Conservation of Energy and Technology Absorption: As the Company's own factory has not been in operation, no special energy saving measures is required and hence no report on technology absorption is required. Corporate Governance: A separate section on Corporate Governance and a certificate from Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges, form part of the Annual Report. Acknowledgements: Your Directors wish to place on record their appreciation of the wholehearted co-operation received by the Company from the Shareholders, Employees and its Bankers during the year under review. For and on behalf of the Board of Directors Ashok M. Kadakia Chairman Place: Mumbai Date: 14th May 2015 |