DIRECTORS’ REPORT Dear Members, Your directors have pleasure in presenting the 22n d Annual Report of the company together with the audited statements of accounts for the year ended 31st March, 2015 FINANCE During the year under review the Company has made effort s to add some new business lines so as to increase the profitability of the Company. BUSINESS OUTLOOK Due to heavy competition and adverse market conditions, the company had closed its weaving plant at Bhilwara Rajasthan and started agency business for synthetic fabrics. The Management is planning to enter into new line of business to improve the profitability and ultimately value of shareholders’ funds. The Company has contacted number of buyers of products. I t is supplying on commission basis and also making an at tempt to increase its port folio of products. The Company hopes to achieve good results in this line looking to the acceptance of Indian product s in global market . Presently the Company is doing agency business of fabrics. ISSUE OF EQUITY SHARES The Company has not issued any shares during the year under review. DIVIDEND Due to insufficient profit and carried forward losses , the Board of Directors have decided to not to propose any dividend during the year . INVESTMENTS During the year under review the company has not made any investment in any venture. PUBLIC DEPOSITS The Company has not accepted any deposit from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as at 31st March 2015. CORPORATE GOVERNANCE A Report on Corporate Governance alongwith certificate from the Statutory Auditor of the Company regarding the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement , forms par t of the Annual Report . MANAGEMENT DISCUSSION AND ANALYSIS The Management Discussion and Analysis as required under Clause 49 of the Listing Agreement , forms part of the Annual Report . DISCLOSURE REQUIREMENTS Details of programme for familiarization of Independent Directors with the Company are available on the website of the Company. The Company has no subsidiary and hence no policy is required. Policy on dealing with related party transactions is available on the website of the Company. The Company has formulated a Whistle Blower Policy and same is in compliance with the provisions of the Act and Listing Agreement and is available on the website of the Company. NUMBER OF MEETINGS OF THE BOARD During the year under review, 9 meetings of the Board were held, details of which are given in the Corporate Governance Report that forms part of the Annual Report . SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES The Company has no subsidiary, joint venture and/ or associate company and hence no details are provided. PERFORMANCE EVALUATION OF BOARD Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement , the Board has carried out an annual evaluation of performance of its own and the Committees thereof . POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION The Company’ s has formulated a policy for appointment and remuneration in compliance with provisions of Sect ion 178(3) of the Companies Act , 2013 and same is forming part of Corporate Governance Report . AUDIT COMMITTEE The Audit Committee of the Company comprises of three independent directors . There are no instances where the board did not accept the recommendations of the Audit Committee. Other details about the Audit Committee are disclosed in the Corporate Governance Report , which forms part of the Annual Report . PARTICULARS OF EMPLOYEES The Company is not paying salary to any employee more than as stipulated under the provisions of Sect ion 197(12) of the Companies Act , 2013 and hence no disclosure is required. RELATED PARTY TRANSACTIONS During the year, the Company has not entered into any transactions with related party as defined under the Companies Act, 2013 and under Clause 49 of the Listing Agreement . The policy on materiality of Related Party Transact ions and dealing with related party transactions as approved by the Board has been adopted by the Company and uploaded on the Company’s website. There are no transactions to be reported in Form AOC- 2. RISK MANAGEMENT POLICY The Company has adopted a Risk Management Policy on the bas is of business and size of the Company and has set -up a Committee. The risk assessment update is provided to the Risk Management Committee (RMC) on periodical bas is. RMC is appointed by the Board and comprises of directors of the Company and is chaired by an Independent Director. RMC assists the Board of Directors in overseeing the Company’s risk management processes and controls . CORPORATE SOCIAL RESPONSIBILITY (CSR) Since the company is not having sufficient earnings and there are carried forward losses, the Company is not in a position to spend any money on CSR. VIGIL MECHANISM/ WHISTLE BLOWER POLICY The Company has adopted a Whistle blower Policy, to provide a formal mechanism to the Directors, employees and its stakeholders to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimisat ion of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. I t is affirmed that no personnel of the Company has been denied access to the Audit Committee. PREVENTION OF SEXUAL HARASSMENT (POSH) The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevent ion, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal ) Act , 2013 (POSH Act ) and the Rules framed thereunder . There was no complaint of any nature during the year 2014-15. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS The Company has neither given any loans nor provided any guarantee during the year. INTERNAL FINANCIAL CONTROLS Internal financial control systems of the Company are commensurate with its size and the nature of its operations . These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies. The Audit Committee deliberated with the members of the management , considered the systems as laid down and met the statutory auditors to ascertain, inter alia, their views on the internal financial control systems. The Audit Committee satisfied itself on the adequacy and effectiveness of the internal financial control system as laid down and kept the Board of Directors informed. Details of internal control system are given in the Management Discuss ion and Analysis Report , which forms part of the Report . DIRECTORS In accordance with the provisions of the Act and the Articles of Association of the Company, Mr . Ghyanchand Jain, Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting, and being eligible, has offered himself for re-appointment . At the Annual General Meeting of the Company held on 30th September 2014, the members of the Company had approved the appointment of Mr. Kai lash Chand, Mr. Jitendra Bansal and Mr . R. P. Agarwal as Independent Directors of the Company for a term of five years or until their completing 75 years of age, whichever is earlier . Al l the Independent Directors have given declarations that they meet the criteria of independence as laid down under Sect ion 149 (6) of the Act and Clause 49 of the Listing Agreement entered into with the Stock Exchanges . In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules framed there under and are independent of the management . Annual Evaluation of Board Performance and Performance of its Committees and of Individual Directors Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement , the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the bas is of criteria such as the board composition and structure, effectiveness of Board processes, participation in the long term strategic planning, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc. The Board and the NRC reviewed the performance of the Individual Directors on the bas is of the criteria such as the contribution of the Individual Director to the Board and Committee meetings, preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of the Independent Directors, performance of non independent directors, performance of the Board as a whole and performance of the Chairman were evaluated, taking into account the views of executive directors and non-executive directors. This was followed by a Board meeting that discussed on the performance of the Board, its Committees and Individual Directors . REMUNERATION POLICY The Company has not paid any remuneration to any director or key managerial person and hence there was no need to review the same. However, in order to comply with the provisions of the Act and Clause 49 of the Listing Agreement , the Company has formulated the Remuneration Policy and same is uploaded on the website of the Company. DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to Sect ion 134(5) of the Act , the Board of Directors , to the best of their knowledge and ability, 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; (b) They have 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 at the end of the financial year and of the profit of the Company for that period; (c) They 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) They have prepared the annual accounts on a going concern basis; (e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and ( f ) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. AUDITOR AND AUDITOR’S REPORT STATUTORY AUDITOR Kamal Agrawal , Chartered Accountant (Membership No. 43529) has been appointed as the Statutory Auditor of the Company by the Board of Directors in their meeting held on 1s t December 2014 to fill the casual vacancy caused by the resignation of erstwhile auditor and the same was ratified by the shareholders in the EOGM held on 27t h February 2015. His appointment is valid till the conclusion of 22nd AGM. The Company has received a written confirmation from the Auditor that the ratification of his appointment for the next financial year, i f made, shall be in accordance with the criteria as provided under Sect ion 141 of the Companies Act , 2013. The Auditor’s Report on the financial statements for the financial year ended 31st March 2015 does not contain any qualification, reservation or adverse remark. SECRETARIAL AUDITOR Kavita Joshi & Co. , Practicing Company Secretary (Membership No. 22387) was appointed as Secretarial Auditor to conduct the secretarial audit of the Company for the financial year 2014-2015, as required under Sect ion 204 of the Companies Act , 2013 and the rules made thereunder. The Secretarial Audit Report for the financial year 2014-2015 is appended as Annexure A which forms part of this report . The said Secretarial Auditor’s Report contained some qualifications in respect of non-appointment of the Company Secretary and the Internal Auditor, publication of the quarterly results and filing one form with the Registrar of Companies. EXTRACT OF ANNUAL RETURN In accordance with Sect ion 134 (3) (a) of the Companies Act , 2013, an extract of annual return in the prescribed Form MGT-9 is appended as Annexure B which forms part of this report . CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed pursuant 16 to the provisions of Sect ion 134 of the Act read with Rule 8 of the conservation of Energy: The operations of the Company are not energy intensive, however adequate measures have been taken to reduce energy consumption and all effort s are made to use more natural light in the of f ice. B. Technology Absorption: Not applicable. C. Foreign Exchange Earnings and Outgo: Not applicable. ACKNOWLEDGEMENTS The Directors wish to place on record their appreciation for the continued support and co-operation by financial institutions , banks, government authorities and other stakeholders . Your Directors also acknowledge the support extended by the Company’s unions and all the employees for their dedicated service. On behalf of the Board of Directors Gyanchand Jain Managing Director Jaipur , 4th September 2015 |