DIRECTOR'S REPORT Dear Members, Your Directors are presenting herewith the 21st Annual Report together with the Audited statement of accounts for the financial year ended March 31, 2015. PERFORMANCE AND BUSINESS REVIEW During the year under review, Company has achieved the turnover of Rs.13447.85 L and PBT of Rs. (277.50 L) as against Rs.15389.36 L and Rs.379.57 L respectively for the corresponding previous year. DIVIDEND Your Directors do not recommend any dividend due to loss during the year under review. TRANSFER TO RESERVES: There has been no transfer to reserves out of the amount available for appropriation. CHANGE IN THE NATURE OF BUSINESS: There is no Change in the nature of the business of the Company during the year under review. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES: There are no Subsidiary / Joint Ventures / Associate Companies. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186: There are no loans, guarantees or investments as specified under Section 186 of the Companies Act, 2013. RELATED PARTY TRANSACTIONS: All related party transactions that were entered into during the financial year were an arm's length basis and were inthe ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The transactions entered into pursuant to the prior approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The Company has developed a Related Party Transactions Policy for purpose of identification and monitoring of such transactions. EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure-A" to this Report. CORPORATE SOCIAL RESPONSIBILITY: The provisions of Section 135 in respect of Corporate Social Responsibility (CSR) are not applicable to your Company during the year under review. FIXED 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. DIRECTORS AND KEY MANAGERIAL PERSONNEL: Appointments: During the financial year 2014-15, Mrs. Mrunmai Sarvankar was appointed as Additional / Non Executive Independent Director of your Company at the meeting of the Board of Directors. Mrs. Mrunmai Sarvankar holds office as Additional Director upto the ensuing Annual General Meeting and being eligible has offered herself for reappointment. Appropriate resolution for her re-appointment is being placed for your approval at the ensuing AGM. Your Directors recommend her appointment as Independent / Non-Executive Director of your Company. Details of Directors seeking appointment / reappointment at the forthcoming Annual General Meeting as required under clause 49 of the Listing Agreement are annexed to the Notice convening the Annual General Meeting and forms part of the Annual Report. Annual Evaluation of Board's Performance: In terms of the provisions of the Companies Act, 2013 read with Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors on recommendation of the Nomination and Remuneration Committee, have evaluated the effectiveness of the Board/Director(s) for the financial year 2014-15. DECLARATION OF INDEPENDENCE: Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Clause 49 of the Listing Agreement. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE: The details of the number of Board and Audit Committee meetings of your Company are set out in the Corporate Governance Report which forms part of this Report. WHISTLE BLOWER POLICY: The Company has a whistle blower policy to report genuine concerns or grievances. 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., which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the member of Audit Committee or to the Chairman of the Audit Committee. STATEMENT OF DIRECTORS' RESPONSIBILITY Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors confirm that: (a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same; (b) the Directors 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 your Company as at 31st March, 2015 and of the profit and loss of the Company for the financial year ended 31st March, 2015; (c) 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) the annual accounts have been prepared on a 'going concern' basis; (e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and (f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively. CORPORATE GOVERNANC: In compliance with the provisions of Clause 49 of the Listing Agreement, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance, forms an integral part of this Report. AUDITORS AND AUDITORS' REPORT: STATUTORY AUDITOR M/s. Milind Mehta & Co., Chartered Accountants, who retire at the ensuing AGM of your Company are eligible for re-appointment. Your Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued thereunder.The Audit Committee and the Board of Directors recommend the appointment of M/s. Milind Mehta & Co., Chartered Accountants, as the Auditors of your Company for the financial year 2015-16 till the conclusion of the next AGM. The Auditors' Report for the financial year 2014-15, does not contain any qualification, reservation or adverse remark. COSTAUDITOR Pursuant to the provisions of the Companies Act, 2013, the Board of Directors have appointed M/s Chetan Gandhi & Associates, Cost Accountants as Cost Auditors for the financial year ending March 31, 2015 at a remuneration decided by the Board of Directors on recommendation of Audit Committee. Necessary resolution seeking the ratification by shareholders of the Company has been proposed in the notice convening Twenty-first Annual General Meeting. SECRETARIAL AUDIT Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Dinesh Kumar Deora, Practicing Company Secretary to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure - B" to this Report. As regards qualification in the Secretarial Audit Report relating to non appointment of Company Secretary and CFO, the Board is in the process of appointing suitable candidates for the same and appointments will be done in due course. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES: The Company does not have any employee of the category specified Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS: There are no significant / material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future. GENERAL: a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and b) Your Company does not have any ESOP scheme for its employees/Directors. DISCLOSURES B. RESEARCH & DEVELOPMENT: The Company has no specific Research & Development (R&D) Department. However, the Company is outsourcing the R&D work for the development of new monocular and also has a in-house Quality Control Department to check the quality of different products manufactured. ACKNOWLEDGEMENT: Your Board of Director is grateful to the Company's Shareholders, Bankers, Government Authorities, Customers, Suppliers, Distributors and Business Associates for their continued and valued support. The Directors also wish to place on record their appreciation to Company's personnel at all levels for the contribution made by them towards the working of your Company. For and on behalf of the Board of Directors Ashwani Khemka Chairman Place : Mumbai Dated : August 14, 2015 |