Lalit Polymers & Electronics Ltd. के निदेशक की रिपोर्ट

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 31st Annual Report and the Audited accounts for the financial year ended 31st March, 2015. Financial highlights are as follows:

1. FINANCIAL RESULTS:

YEAR ENDED AS ON PARTICULARS 31.03.2015 31.03.2014 (Rs. In Lacs) (Rs. In Lacs)

Total Income 12.01

Total Expenditure 73.20 16.33

Profit Before Depreciation and Tax (12.87) (16.33)

Less: Depreciation 49.59 -

Profit before Tax (62.46) (16.33)

Provision for Tax - -

Profit after Tax (62.46) (16.33)

2. DIVIDEND

Due to losses. Directors of your company are not in a position to recommend any dividend for the financial year 2014-15.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

4. SHARES

a. The Company has not bought back any of its securities during the year under review.

b. The Company has not issued any Sweat Equity Shares during the year under review.

c. No Bonus Shares were issued during the year under review.

5. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

6. THE BOARD OF DIRECTORS

At the 30th Annual General Meeting of the company held on 29th September, 2014 the company had appointed the existing independent directors Shri Munna Lal Goyal (DIN 01427276) and Shri Sanjay Chana (DIN 00292013) as independent directors under the companies Act, 2013 for 5 consecutive years for a term upto the conclusion of the 35th Annual General Meeting.

Shri Sanjay Mehta (DIN 00230767) has been appointed an Additional Director designated as "Executive Director" on 02.09.2014 subject to approval of Shareholders. Approval ofthe Shareholders of the company has been obtained in the Annual General Meeting held on 29.09.2014 for appointment.

In accordance with the provisions of Companies Act, 2013 Smt. Priyadarshinee Kanoria (DIN: 00114513), Director retires by rotation and being eligible offers herself for re-appointment.

7. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had 6 Board meetings during the financial year under review.

8. BOARD EVALUATION

Pursuant to the provisions of companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder's Relationship committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

9. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) ofthe Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

10. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors and fixing their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

11. BUSINESS RISK MANAGEMENT

Your Company has an elaborate Risk Management procedure. The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

12. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy is posted on the website of company.

13. RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement, your Company has formulated a Policy on Related Party Transactions has been uploaded on the website of the company.

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with promoters. Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

14. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

15. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. Even through this non-production period the Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

16. AUDITORS

16.1 STATUTORY AUDITORS

M/s M. S. Goyal and Associates (Firm Registration No 011372N), Chartered Accountants have been appointed as statutory auditors of the company at the last Annual General Meeting held on 29.09.2 014 for a period of three years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

16.2 SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Rashmi Sahni (CP No. 10493, ACS: 25681), Practicing Company Secretary as a Secretarial Auditor on 14.08.2014 to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as 'Annexure A'.

17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary or Joint venture company.

18. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

19. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section titled Report on Corporate Governance has been included in this Annual Report. Your Directors are pleased to report that as on 31st March 2015, your Company is fully compliant with the SEBI Guidelines on Corporate Governance.

A Certificate from the Auditors confirming compliance with the conditions of corporate Governance is also annexed.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, annexed to this Directors' Report, provides a more detailed review ofthe operating performance.

21. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed with no 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 the same period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act, 2013 for safeguarding the assets ofthe 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 in the Company that are adequate and are operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that these are adequate and are operating effectively;

22. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure B".

23. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure "C" and is attached to this Report.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There were no Contracts or Arrangements made with related parties by the Company under Section 188 ofthe Companies Act, 2013 during the year under review.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

26. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

The company has one Executive Director and due to financial constraints being faced by the company he has forgone remuneration.

Further, no sitting fees has been paid to any director during the year.

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

a) Employed throughout the year Nil

b) Employed for part of the year Nil

The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the company.

27. PERSONNEL

The directors wish to place on record their appreciation to the employees for their notable contributions to the Company and for the Co-operation extended to the management in maintaining harmonious industrial relations at all the units.

28. ACKNOWLEDGMENT

Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of Maharashtra and various stakeholders, such as, shareholders, customers and suppliers, among others and society at large for their support and cooperation and continuing commitment and dedication of the employees at all levels, which has been critical for the Company's success. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company. The Directors look forward to their continued support in future.

29. CAUTIONARY STATEMENT

The statements contained in the Board's Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations.

Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

For and on behalf of the Board of Directors

sd/- sd/- Place : Delhi Munna Lal Goyal Sanjay Kumar Kanoria Date:30th May, 2015 Director Director DIN:01427276 DIN:00067203

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Mar 31, 2010

The Members,

The Directors take their pleasure in presenting the Un-audited Statement of 1 Accounts for the financial year ended 31 st March, 2010.

FINANCIAL HIGHLIGHTS

(Rs in lacs) YEAR ENDED AS ON (Audited) Particulars 31.03.10 31.03.09

Total Income 31.43 0.40

Total Expenditure 30.32 23.91

Profit Before Depreciation and 1.12 (9.82)

Tax

Less: Depreciation 0.00 13.69

Profit before Tax 1.12 (23.51)

Provision for Tax 0.01 0.00

Profit after Tax 1.11 (23.51)

DIVIDEND

Due to continuing Losses, the Directors are not in a position to recommend any payment o£ dividend to its Shareholders.

FUTURE OUTLOOK

Your company is making efforts to tie up with dairies for their requirement of tanks for storage of milk. Efforts are also being made to explore the market of GRP sheets to utilize the resources.

DIRECTORS

In terms of Articles of Association and the provisions of Companies Act, 1956, Mr. Sanjay Kumar Kanoria & Mrs. Priyadarshini Kanoria, Directors of company, retire by rotation, and being eligible, offer themselves for re- appointment during the year. Mr. Shamsunder Chabria and Mr. Sanjay Chabria, Mr. H.N Motiwalla ceased to be Directors of the company during the Financial year 2009-20 l0.The Board placed on record its appreciation for the valuable services rendered by them during their tenure as Directors oF the company.

AUDITORS & AUDITOR'S REPORT

M/s M S Goyal & Associates, Chartered Accountants, New Delhi, Auditors of the Company will retire at the forthcoming Annual General Meeting of the company, the requisite certificate under Section 224 (1) of the Companies Act, 1956.The Directors recommend their reappointment for the year 2010-2011.The observations of the Auditors have been explained in the notes on accounts and no further explanation is required.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2) (AA) of the Companies Act, 1956, with respect to the Director's Responsibility statement, it is hereby confirmed:

i. That in the preparation of the accounts for the financial year ended 31st March, 2010; the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so-as to give a true and fair view of thc state of affairs of the Company at the end of the financial year and of the profit.of the company for the year under review.

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, 1956 for the safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the accounts for the financial year ended 31 st March, 2010 on a going concern basis.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988are given as Annexure-I and forming part of the report

PARTICULARS OF EMPLOYEES

No employee is in receipt of remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with stock exchange, a compliance report on corporate governance has been annexed as part of the Annual Report.

ACKNOWLEDGEMENT

The Directors place on record their sincere appreciation of the support and co-operation extended by all to the Company. We believe this cohesive support to the Company is bound to steer us through this difficult time to success.

By the order of the Board of Directors

V.K Sharma Sanjay Kumar Kanoria

(Director) (Director)

Date : 13.08.2010 Place: New Delhi