Your Directors are pleased to present the Fiftieth Annual Report and the companysaudited financial statement for the financial year ended 31 March 2017.
The Companys financial performance for the year ended March 31 2017 issummarized below:- Amount In (Rs.)
|Particulars ||Year ended 31" March 2017 ||Year ended 31"March 2016 |
|Total Income ||2409318.00 ||6577292.00 |
|Profit Before Tax ||4099.56 ||205554.00 |
|Less : Current Tax ||1300.00 ||Nil |
|Profit After Tax ||2799.56 ||205554.00 |
THE COMPANY'S STATE OF AFFAIRS:
The company is into Agro Trading and has plans to enter into other sectors viz importexport of metal handicrafts merchandise etc. The necessary feasibility study is beingcarried out for the said activity.
AMOUNTS PROPOSED TO CARRY TO THE RESERVES:
The company has not transferred any amount out of the profit earned to reserve accountduring the year under review. The entire profit earned during the year under review isbeing carried forward under Profit & Loss
To conserve resources for newer businesses your Directors have decided not torecommend any dividend for the
year ended 31st March 2017.
CHANGE IN SHARE CAPITAL:
There has been no change in the Capital Structure of the Company during the year underreview.
SUBSIDIARY. JOINT VENTURE AND ASSOCIATES:
The Company does not have any subsidiary joint venture and associates Company. Hencethe requisite disclosure as per Section 129(3) of the Companies Act 2013 in Form AOC-1 isnot applicable.
MEETINGS OF THE BOARDS:
7 meetings of the Board of Directors were held during the year under review. Forfurther details please refer to the Corporate Governance Report which forms part of thisreport.
DETAILS OF KEY MANAGERIAL PERSONNEL:
As required under section 203 of the Companies Act. 2013 the Company has noted thatMrs. Bhavya Ram Iyengar -Managing Director Mr. Subir Kumar Dasgupta- Chief FinancialOfficer Miss Sana Sultan- Company Secretary are Key Managerial Personnel of the Company.
Pursuant to Sections 149 and 161 of the Companies Act 2013Mr. S.V.Ramani- has beenappointed as an Independent Additional Director with effect from 2nd December 2016 andMrs. Santa Ghosh- has been appointed as an Independent Additional Director with effectfrom 2nd December 2016.
This is to be noted that Mr. Alok Chaturvedi has resigned on 2nd December 2016 andMr. Suvobrata Ganguly has resigned on 2nd December 2016. The Board noted theirresignation and appreciated the contribution made by them during their association withthe Company.
EXTRACTS OF ANNUAL RETURN:
Extract of Annual Return is being annexed herewith as Annexure 1 to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report as required under Regulation 34(2) (e) ofthe Listing Agreement forms as integral part of this Annual Report as annexed herewith asAnnexure II.
Pursuant to regulations 34(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate section on Corporate Governance and acertificate from a practicing Chartered Accountants regarding compliance of conditions ofcorporate Governance and made part of this report as Annexure-III.
In accordance with the provision of section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Srinivasan Ramakrishna Iyengar retire byrotation at the ensuring Annual General Meeting of the Company and being eligible offerhimself for re- appointment.
DISCLOSURE ON REMUNERATION OF DIRECTORS OF THE COMPANY:
None of the Directors have been drawing a remuneration of Rs.60 lakhs ( Rupees Sixtylakhs only) per annum or more in terms of the provisions of Section 197(12) of the Actreadwith Rules 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules2014.
Whole time Director has voluntarily opted not to draw any remuneration or emolumentsduring the financial year 2016-2017.
One of your Companys key strength is its people. Relation with employees remainedcordial and satisfactory.
The Evaluation of all the Directors and the Board as a whole was conducted based on thecriteria and frame work adopted by the Board. The evaluation processed has been explainedin the Report of Corporate Governance. The Board noted the evaluation results that werecollated and presented to the Board
INTERNAL FINANCIAL CONTROL:
Your Company has adequate Internal Financial Control System at all levels of Managementand they are reviewed from time to time. The Internal Audit is carried out in house aswell as by firm of Chartered Accountants The Audit Committee of the Board looks intoAuditors review which is deliberated upon and corrective action taken whereverrequired.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION ETC.:
The Company policy on Directors appointment and Remuneration including criteriafor determine qualifications positive attribute independence of Directors and othermatters provided under section 178(3) of the Companies Act 2013 is forming part inCorporate Governance Report.
PARTICULARS OF EMPLOYEES:
The ratio of the remuneration of each Director to the median employee's remunerationand other particulars or details of employees pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
Pursuant to Section 139 of the Companies Act 2013 read with Rules 2014 theCompanys Auditor M/s Ajay K Mishra fit Company Chartered Accountants (FirmsRegistration No. 327472E) have been appointed with effect from 21" December 2016due to sudden demise of Mr. S.K.Sengupta till the conclusion of this AGM and beingeligible for reappointment with the Shareholders approval to hold office for 4consecutive years from this AGM to 54th AGM to be held in the year 2021 and subject toratification by shareholders at every AGM.
The Board has appointed M/s. B. Nair fit Company Company Secretary in practice asSecretarial Auditor to conduct the Secretarial Audit for the financial year 2016-17. TheSecretarial Audit Report for the financial year ended 31" March 2017 is annexedherewith and marked as Annexure IV to this Report.
RISK MANAGEMENT POLICY:
The Company has identified the kev risk areas which may affect the business andoperational goals of the Company. These identified risks are periodically revisitedagainst their mitigated plans. .
CHANGE IN THE NATURE OF THE BUSINESS:
There has been no change in the nature of the Business of the Company.
DECLARATION BY INDEPENDENT DIRECTOR:
Every Independent Director has at the first Board meeting of the Board and also at thefirst Board Meeting after his/her appointment in the financial year 2016-2017 givendeclaration as required u/s 149 of the Company Act 2013 that he/she meets the criteria ofIndependence.
PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUT GO:
(a) Particulars of Conservation of Energy. Technology Absorption
The Provisions of Section 134(m) of the Act relating to conservation of energy andtechnology absorption do not apply to this Company as the Company have not carried out anymanufacturing activities.
b) 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 i.e. March 31 2017 and of the profit of the Company for the year ended onthat date;
c) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) That the directors have prepared the annual accounts on going concern basts.
e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively and
f) That the directors have devised proper system to ensure compliance with theprovisions of applicable laws and that such systems are adequate and operatingeffectively.
For and on Behalf of Board of Directors
Bhavya Ram Iyengar Srinivasan Ramakrishna Iyengar
Managing Director Director
DIN: 06427351 DIN: 05255039
Date: 30'* May 2017