BOARD'S REPORT CIN: L85110KA1991PLC012537 To, The Members, 1. Your Directors have pleasure in presenting their Twenty Fourth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015. 2. Performance Of The Company For the year ended 31st March, 2015 the Company earned a total income of Rs. 23,75,100/-(Twenty three Lakh seventy five thousand and hundred only) and incurred a loss of Rs. 12,43,377 ( Twelve Lakh forty three thousand three hundred and seventy seven only) after depreciation and other adjustments. 3. BIFR Status: The Company has continued in its efforts to obtain the necessary reliefs/concessions from Government of Karnataka on matters relating to Sales Tax. 4. Dividend Since there was no profit, the Company did not declare any dividend to its members. 5. Reserves Since the Company did not earn any profit, there was no transfer made to reserves. 6. Brief description of the Company's working during the year/State of Company's affair. The Company has discontinued its production operations from the financial year 2010-11. The Company has no intention to continue the production operations henceforth and has decided to lease out the Factory premises. The Company has not made any sales during the current year. 7. Change in the nature of business, if any There was no change in the nature in the business during the financial year. 8. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report. No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report. 9. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. There were no significant and material orders passed by the Regulators or the Courts or Tribunals impacting the going concern status and Company's operation in the future. 10. Details in respect of adequacy of internal financial controls with reference to the Financial Statements. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its Business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of the reliable financial disclosures. 11. Details of Subsidiary/Joint Ventures/ Associate Companies The Company does not have any subsidiary/Joint venture/Associate Companies. 12. Performance and financial position of each of the subsidiaries, associate and joint venture companies included in the consolidated financial statement. Since the Company does not have any subsidiary/Joint venture/Associate Companies the requirement of the same is not applicable. 13. Deposits The Company did not accept deposits from the public or members as per the provisions of Section 73 to 76 of Companies Act, 2013 or any other rules framed thereunder. 14. Auditors: Statutory Auditors At the Annual General Meeting held on 30th September,2014 members of the Company appointed Statutory Auditors, M/s. Murali & Venkat, Chartered Accountants, Bengaluru, who have confirmed their eligibility and willingness to accept office. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed before the Annual General Meeting and your directors recommend their appointment Secretarial Auditor CS, R.C Venkatesh Rao., Practicing Company Secretary, was appointed to conduct the Secretarial Audit of the company for the Financial Year 2014-15 as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the FY 201415 forms part of the Annual Report as Annexure-1 to the Board's Report. The Board noted the reports given by Statutory and Secretarial Auditor and made the following explanations. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS. 1. The Accounting Standards AS-13 on Accounting for Investments, AS-15 on employee benefits, fixed asset details to show full particulars including quantitative details and situation of all fixed assets, will be examined in detail and necessary action will be taken during the next financial year. 2. No disclosures have been made under the provisions of Micro, Small, and Medium enterprises Development Act, 2006, as Company has not received proper information in respect of status of the Company. 3. The difference in Debtors balance is because of non-confirmation of balance from the concerned debtors. 4. The company has addressed letters to all under sundry debtors, sundry creditors and loans, & advances to confirm the balances as no one has responded, the company will follow with the reminder. 5. No provision has been made for the sales tax arrears as the Company is entitled to reliefs and concessions from Government of Karnataka as per BIFR order. The company is still following up both with BIFR and the State Government. 6. During the year, the Company has involved in buying and selling of other company's shares through stock market. As per the other objects of the Memorandum of Association investing in the shares of other company is covered in the object incidental or ancillary to the main objects. In view of the above investing in the shares of other company is in order. 7. No provision has been made for the Back billing demand raised by CESCOM as the Company is following up the same with the higher authorities of CESCOM, Bharti Airtel & Vodafone Essar. 8. Since the Company does not have any revenue it has not paid the Listing Fees to the Stock Exchange. The promoters are planning to do some profitable venturing. The Company will settle the dues of the stock exchange at the earliest. 9. The Company has made an application for obtaining the in principle approval of the Bombay Stock Exchange in the year 2012 and the fees as prescribed by the Stock Exchange is also paid by the Company. Company is following up with the stock exchange for obtaining the approval of the Bombay Stock Exchange. 10. The details about the constitution of the Board will be examined in detail and the necessary corrective action shall be taken during the next financial year. 15. Share Capital The Company has a paid up capital of Rs. 13,80,00,000 (Thirteen Crore Eighty Lakhs Only) divided into 1,38,00,000 (One Crore thirty eight lakhs only) Equity shares of Rs. 10/-(Ten Only) each. The Authorized Capital of the Company is Rs. 14,00,00,000 (Fourteen Crores Only) divided into 1,40,00,000 (One Crore forty lakhs only) Equity shares of Rs.10/- (Ten only) each. Further the Company has not bought up back any of its securities, has not issued any Sweat Equity Shares, bonus shares and has not provided any Stock Option Scheme to its employees, during the year under review. 16. Extract of the Annual return In accordance with the Provisions of Section 134(3)(a) of the Companies Act, 2013 an extract of the Annual return in prescribed format is appended as Annexure-2 to the Board's report. 17. Conservation of energy, technology absorption and foreign exchange earnings and outgo Since the Company did not have any production activities the same is not applicable. A) Conservation of energy: Since the Company did not have any production activities the same is not applicable. (B) Technology absorption: Since the Company did not have any production activities the same is not applicable. (C) Foreign exchange earnings and Outgo: The Company had neither Foreign Exchange Earnings nor outgo during the financial year. 18. Corporate Social Responsibility (CSR) The Company did not have the prescribed thresholds as provided under Section 135(1) for constituting CSR committee and hence the same is not applicable. 19. Directors: A) Changes in Directors and Key Managerial Personnel: The Board of Directors, at their meeting held on 23rd September, 2014 took note of resignation of Mr. H C Balagopal. Also the Board of Directors, at their meeting held on 25th March, 2015, appointed Mrs. Kamala Devi Gupta as Additional Director. B) Declaration by an Independent Director(s) and reappointment, if any All Independent Directors have given declarations to the effect that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. C) Formal Annual Evaluation Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its Audit, Nomination and Remuneration Committee. 20. Number of meetings of the Board of Directors. The Board of Directors duly met 7(Seven) the details which are given in the Corporate Governance Report that forms part of this Annual report. The intervening gap between any two meetings was within prescribed period as per the Companies Act, 2013 and Clause 49 of the Listing Agreement. 21. Committees of the Board Detail discussion is made under the heading "Corporate Governance Report". 22. Policies of the Company: Vigil Mechanism/Whistle Blower Policy for Directors and employees: The Company is in the process of formulating Vigil Mechanism /Whistle Blower policy and the same will be implemented at the earliest. Research and Development Since the Company does not have any production activities, the policy for the sane is not applicable. Internal Control System and Their Adequacy. Detailed discussion is made under the head "Management Discussion and Analysis Report", which forms part of Annual report. Anti- Sexual Harassment Policy The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention., prohibition and redressal of sexual harassment of women at workplace and to provide a platform for redressal of Complaints and grievances against sexual harassment. During the Financial Year 2014-15, Company has not received any complaint on sexual harassment. 23. Particulars of loans, guarantees or investments under section 186 Loans, Guarantees or Investments covered under Section186 of the Companies Act, 2013 forms part of the notes to the Financial Statements provided in the Annual Report. 24. Particulars of contracts or arrangements with related parties: The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto is disclosed in Form No. AOC -2 as per Annexure-3. 25. Managerial Remuneration: The policy of the Company on Directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is appended to the Corporate Governance Report. 26. Corporate Governance Certificate Pasari recognizes good Corporate Governance and is committed to sound corporate practices based on conscience, openness, fairness, professionalism and accountability, for the benefit of its stakeholders and for long-term success. We adhere to standards set by SEBI Corporate Governance practices and a Certificate on Corporate Governance pursuant to Clause 49 of the Listing Agreement forms part of this report in Annexure-4. /27. Risk management policy Detail discussion is made under the heading Management Discussion and Analysis. 28. Directors' Responsibility Statement To the best of our knowledge and belief, and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134 (3) (c) of the Companies Act, 2013: (a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, except AS - 13 and AS - 15; (b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently. Judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date; (c) that 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) that the annual financial statements have been prepared on a going concern basis; and (e) that proper internal financial controls were in place and that the internal financial controls were adequate and were operating effectively. (f) that systems to ensure compliance with the provisions of all applicable laws were in place and adequate operating effectively. 29. Acknowledgements The Directors place on record their appreciation of cooperation and continued support extended by customers, shareholders, investors, partners, vendors, bankers, the Government, and statutory authorities for the Company's growth. We thank employees at all levels across the Group for their valuable contribution in our progress and look forward to their continued support. for and behalf of the Board of Directors G.S. Gupta T.K. Gupta Chairman Managing Director DIN:00003860 DIN:00054549 Place: Bangalore Date: 19th August, 2015 |