Your Directors present the 24th Annual Report together with the Audited statement ofAccounts for the year ended 31st March 2015.
1. FINANCIAL RESULTS
| ||Year ended 31st March 2015 ||Year ended 31st March 2014 |
|PARTICULARS ||(Rs. in lacs) ||(Rs. in lacs) |
|REVENUE || || |
|Income from operations ||22464.47 ||15651.90 |
|Other income ||3.34 ||13.80 |
|Changes in Inventories ||(732.32) ||433.36 |
|Total ||21735.49 ||16099.06 |
|EXPENSES || || |
|a)Cost of materials consumed ||531.28 ||1854.47 |
|b) Purchases of stock in trade ||19695.72 ||12621.68 |
|c) Employee benefits expense ||266.47 ||278.22 |
|d) Other expenses ||773.44 ||838.87 |
|Total ||21266.91 ||15593.24 |
|OPERATING PROFIT ||468.58 ||505.82 |
|Finance costs ||448.62 ||444.20 |
|PROFIT/(LOSS) BEFORE DEPRECIATION ||19.96 ||61.62 |
|AMORTISATION & TAX EXPENSES || || |
|Depreciation and AmortisationExpenses ||39.63 ||59.33 |
|PROFIT/(LOSS) BEFORE TAX ||(19.67) ||2.29 |
|Tax Expenses || || |
|a) Current Tax ||- ||16.51 |
|b) Deferred Taxation ||9.24 ||(8.31) |
|PROFIT/(LOSS) AFTER TAX ||(28.91) ||(5.91) |
|Add: Profit/loss brought forward || || |
|From previous year ||266.13 ||272.04 |
|Transferred to Depreciation || || |
|As per 1(v) of the Notes to || || |
|The accounts & Significant policies ||259.10 || |
| ||(21.88) ||266.13 |
In the absence of Profits your Directors regret their inability to propose Dividend.
3. PERFORMANCE AND OUTLOOK
The Gross Income for the year was Rs. 21735.49 Lacs against Rs. 16099.06 Lacs inprevious year and the net loss was 28.91 Lacs for the year against net loss of Rs. 5.91lacs in previous year. On account of adverse market trend the company sustained lossduring the year under review. However the company expects better results in the ensuingyear.
4. CORPORATE GOVERNANCE :
Your Directors affirm their commitments to the corporate governance standardsprescribed by the securities and Exchange Board of India (SEBI).A Report on corporateGovernance along with certificate from Company Secretaries for its compliance andmanagement discussion and analysis as required under 49 of the listing agreement isattached.
5. DIRECTORS'S RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed:
i) That in the preparation of the accounts for the financial year ended 31st March2015 the applicable accounting standards have been followed along with proper explanationrelating to material departures.
ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the Loss of the Company for the year under review.
iii) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
iv) That the Directors have laid down internal financial controls to be followed by thecompany and that such internal controls are adequate and were operating effectively.
v) That the Directors have prepared the accounts for the financial year ended 31stMarch 2015 on a going concern basis.
vi) The Directors had devised proper systems to ensure compliance with the provisionsof the applicable laws and that such systems were adequate and operating effectively.
Shri C.P. Mehra retires by rotation at the ensuing Annual General Meeting and beingeligible offers himself for reappointment.
The company has received requisite notices in writing from members proposing ShriSanjay Khanna Smt Mina Roy and Shri Anil Kumar Saha for appointment as IndependentDirectors pursuant to provisions of Companies Act 2013.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of Independence as prescribed both undersub-section(6) of section 149 of the companies Act2013 and under Clause 49 of the ListingAgreement with the stock Exchanges.
7. AUDITORS AND SECRETARIAL AUDIT
U Narain & Co. Chartered Accounts Statutory Auditors of the company holds officetill the conclusion of the ensuing Annual General Meeting and are eligible forreappointment. They have confirmed their eligibility to the effect that theirreappointment if made would be within the prescribed limits under the Act and that theyare not disqualified for re-appointment.
The Notes on Financial Statement referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditor's report does notcontain any qualification reservation or adverse remarks.
The Board has appointed Practicing Company Secretary to conduct Secretarial Audit forthe financial Year 2014-2015. The Secretarial Audit Report for the financial year ended31st March 2015 is annexed herewith marked as Annexure I to this report.
The Secretarial Audit Report contains certain observations regarding which Board'scomment is given below.
The Board has at all times been duly constituted with adequate number of IndependentDirectors. The existing Independent directors have continued to function as IndependentDirectors in the Board as well as in the Committees of the Board. However having beingapprised of the legal requirement of appointing the existing Independent directors as perCompanies Act 2013 steps are being taken for their appointment at the ensuing AnnualGeneral Meeting of the Company. The Committees of the Board would consequently bereconstituted with the regularization of the appointment of Independent Directors.
The Company is in the process of appointing Company Secretary and Chief FinancialOfficer in accordance with the provisions of the Act. The non-filing of certain forms weremainly due to inadvertence with the advent of the new companies Act 2013. The Company istaking steps to upload the required documents on its website.
The provisions of clause 49 is not mandatory to be complied with by the company sincethe paid-up capital is less than Rs.10 crores and the net worth does not exceed Rs.25crores. However the Company has been regularly complying with the Corporate Governancenorms.
8. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUT GO
CONSERVATION OF ENERGY:
The Company's activities involve less consumption of energy and there is very littlescope for energy conservation. However there is a conscious and concentrated drivetowards conservation of energy in all its forms. Strict Vigilance is maintained over usageof energy by constant monitoring and educating the need to conserve energy. Replacement ofworn out wires control of idle running of machines plugging of leakage and putting offpower to all major equipment at non-working time are some of the measures taken toconserve energy during the period.
Total energy consumption and energy consumption per unit.
|Electricity ||For the year ended 31.03.2015 ||For the year ended 31.03.2014 |
|Purchased units ||802478 ||1217564 |
|Total amount (Rs. in lacs) ||75.07 ||102.36 |
|Rate/Unit (Rs) ||9.35 ||8.41 |
TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT:
The company has not obtained any technology from outside parties either from India orabroad nor entered any technical collaboration agreement with any party from abroad. TheCompany keeps abreast with the technology development and introduces adopts and absorbsthose sophisticated technologies wherever suitable.
The company does not have any in-house Research and Development department. In case ofany necessity in future the company will take technical help from the outside agencies.
FOREIGN EXCHANGE EARNINGS AND OUT GO:
| ||For the year ended 31.03.2015 ||For the year ended 31.03.2014 |
|a) Earnings (Rs.in lacs) ||NIL ||186.98 |
|b) Expenditure (Rs. in lacs) ||NIL ||NIL |
9. NUMBER OF MEETINGS OF THE BOARD
The details of the number of meetings of the Board held during the Financial Year2014-15 forms part of the Corporate Governance Report.
10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY
Details of loans guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Notes to Financial Statements.
11. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a vigil mechanism / whistle Blower policy for Directors and employeesto report genuine concerns or grievances.
12. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an effective internal control and risk mitigation system which hasconsistently assessed and strengthened with standard operating procedure. Audit Committeeof the Board of Directors actively reviews the adequacy and effectiveness of the internalcontrol systems and suggests improvements to strengthen the same.
13. RISK MANAGEMENT
The Risk Management is a very important part of business. The main aim of riskmanagement is to identify monitor and take precautionary measures in respect of theevents that may pose risks for the business. The Company is having a business riskmanagement framework in place which defines the risk management approach of the companyand includes periodic review of such risks and mitigating controls and reporting mechanismof such risks.
14. NOMINATION AND REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a frame work in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members.
15. DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposit from public was outstanding as on the date of theBalance sheet.
16. EXTRACT OF ANNUAL RETURN
The extract of Annual Return in Form MGT-9 as per Section 92(3) of the Companies Act2013 and Rule 12 (1) of Companies (Management & Administration) Rules 2014 is annexedhereto as Annexure II and forms part of this report.
17. PERSONNEL & INDUSTRIAL RELATIONS:
Industrial Relations were cordial and satisfactory. There were no employees whoseparticulars are to be given in terms of Section 134(3)(q) of the companies Act 2013 readwith Rule 5(2) and 5(3) of the companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
Your Directors place on record their appreciation for valuable co-operation and supportreceived from Central/State Government and in particular from the Financial Institutionsand Banks.
They are also grateful to shareholders customers and suppliers of the company fortheir continued valued support.
Your Directors also wish to place on record their appreciation for devoted services ofthe sincere workers staff and Executive of the company.
| ||For and on behalf of the Board |
|Corporate office: || || |
|P-22 C.I.T. Road Scheme-55 || || |
|Place: Kolkata-700 014 ||ANIL KUMAR SAHA ||ASHOK MEHRA |
|Date:26th November 2015 ||DIRECTOR ||MANAGING DIRECTOR |