Your Directors take pleasure in presenting the 31st Annual Report and theAudited Statement of Accounts for the year ended 31st March 2016.
The financial results of the Company's operation during the year under review and thoseof the previous year are given below.
| || ||(Rs In Lacs) |
|PARTICULARS ||Current Year ended on 31.03.2016 ||PreviousYear ended on 31.03.2015 |
|Gross Revenue ||4260.55 ||1477.23 |
|Other Income ||19.08 ||19.25 |
|Total ||4279.63 ||1496.48 |
|Less: Expenditure ||4302.21 ||1466.48 |
|Gross Profit/(Loss) ||(22.58) ||30.00 |
|Less: Depreciation ||- ||29.76 |
|Net Profit/(Loss) before Tax ||(22.58) ||0.24 |
|Less: Provision for Income Tax ||- ||0.05 |
|Add: Deferred Tax ||6.97 ||(0.35) |
|Net Profit/(Loss) after Tax (PAT) ||(15.61) ||(0.16) |
|Add: Balance B/F from Previous Year ||(254.88) ||(254.72) |
| ||(270.49) ||(254.88) |
|Less: Adi. for Earlier Year Income Tax ||- ||- |
|Balance carried to Balance Sheet ||(270.49) ||(254.88) |
|Earning Per Share ||_ ||0.06 |
REVIEW OF OPERATIONS
The gross Revenue during could be increased by about 2.85 times over that of theprevious year but the cost of increasing the revenue turned out to be disproportionatelyhigh resulting in totally eating up the margin. Added to this a loss on sale of old andwithout assets Consequently there was a negative result at the end of the year whichtogether with the carried forward loss of Rs 254.88 Lacs was increased to Rs 270.49 Lacstransferred to Balance Sheet as at 31.03.2016
There being a resultant Loss carried over to Balance sheet your Directors refrain fromrecommending any dividend for the year.
TRANSFER TO RESERVE
There being resultant Loss carried over to Balance Sheet the question of transferringany amount to Reserves does not arise at all.
TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
There was no unpaid dividend carried forward and are due to be transferred to thedesignated Account in terms of sec. 125 of Companies Act 2013.
During the year the Company did not issue and/ or allot any Shares or Securitiesduring the year ended on 31st march 2016. The Issued subscribed and paid-upshare capital of the Company stood atRs 4376.95 Lacs Comprising of437694813 equityshares ofRs 1/- each.
The Company having no secured borrowing no Credit Rating was required.
DIRECTORS & Key Managerial Personnel - Appointment
There was no change in the constitution of the Board of Directors of the Company duringthe year.
During the year there was vacancy in the office of Company Security u/s 203 of theCompanies Act 2013 due to resignation of the earst while incumbent Mr. A. Narayan whohas since rejoined the office for which necessary e-filing of DIR-2 have been made.
DECLARATION OF INDEPENDENT DIRECTORS
The independent Directors have since confirmed that they fulfill the conditions undersection 149 (6) of the Companies Act 2013. laid down as to the status of independence ofthe Company.
DIRECTORS RESPONSIBILITY STATEMENT
As required u/s 134 (5) of the Companies Act 2013 your Directors confirm having:
a) Foilold in the preparation of Annual Accounts for the Financial Year 2015-2016 theapplicable Accounting Standards with proper explanation relating to material departuresif any ;
b) Selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at the end of the financial year and the profit of theCompany for that year;
c) Taken proper and sufficient care for maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; and
d) Prepared the Annual Accounts on a going concern basis.
In terms of section 204 of the Companies Act 2013 and rules made there under MrsAlpana Sethia a Company Secretary in practice (CP No. 5098) has been appointed as theSecretarial Auditor to conduct the Secretarial Audit of the Company for the F.Y. 2015-16.The Report of secretarial Auditor is enclosed hereto as Annexure - 2. and with referenceto the comments made to the said report the Directors do hereby submit and affirm asunder :-
i. The vacancy in the position of Company secretary u/s 203 of the Act as wasprevalent on 01.01.2016 has since been duly filled up by induction of Company Secretaryw.e.f. 30.05.2016.
ii. There might be lapses in uploading same information on lb-site through oversightandthe Directors would take necessary precaution to ensure no such recurrence of such infuture.
iii. Save and except the above other comments of the Auditor are self explanatoryandneeds no further comments.
In terms of section 204 of the Companies Act 2013 and rules made there under Mr.Minhaj Ansari a Chartered Accountants has been appointed as the Internal Auditor toconduct the Internal Audit of the Company for the F.Y. 2015-16.
RELATED PARTY TRANSACTION
All contacts/ arrangements/ transactions entered into by the Company with relatedparties during the year Ire in the ordinary course of business and on an arms lengthBasis. .
During the year there was no related party transaction attracting the provisions ofsec. 188 of the Companies Act 2013.
CORPORATE SOCIAL RESPONSIBILITY
The company's realized profit for last several years do not call for establishment of aCSR policy as prescribed u/s 135 of the Companies Act 2013.
COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KEY MANAGERIALPERSONNEL AND OTHERS EMPLOYEES
KEY MANAGERIAL PERSONNEL AND EMPLOYEES
The remuneration of Key Managerial Personnel and Employees largely consists of basicsalary perquisites allowances and performance incentives subject to annual assessment.
The Components of the total remuneration for a different grades and are governed by theindustry pattern qualification experience merit and performance of each employee. TheCompany while deciding the remuneration package takes into consideration the rulingemployment scenario and remuneration package in the industry.
The annual variable pay of Managers is linked to the performance of the Company ingeneral and the Individual performance in the relevant year with reference to achievementof Company's objective fixed at the beginning of the year.
INTERNAL FINANCIAL CONTROL
Your Company has established a III defined organization structure having an extensivesystem of internal control to ensure optimum utilization of on going schemes ofoperations accurate reporting of financial transactions and strict compliance ofapplicable Laws and regulations. Your Company has adequate system to ensure that theassets of the Company are safeguarded against loss from un-authorized use or deprecations.
An audit committee of the Board regularly review the audit plans significant auditfindings adequacy of internal control compliance of applicable Accounting Standards andchanges in accounting policies and practices if any.
The company has a whistle blolr policy and appropriate mechanism in place. Employeescan directly report to the Top Management any concern about any unethical behavior actualor suspected fraud or violation of Company's code of conduct or ethic policy. Managementon its turn is responsible for establishing a fearless atmosphere where the reportingemployee does not fear of being harassed or threatened in any way. I further affirm thatno personnel of the Company have been denied access to the Audit Committee during the yearunder review.
The Company is not having any Subsidiary or Associates.
EMPLOYEES STOCK OPTION SCHEMES
The Company have not provided any employee stock option.
Electronic copies of the Annual Report 2016 along with the Notice of the 31slAGMare sent to all members whose email addresses are registered with the Company /DepositoryParticipant(s). For members who have not registered their email addresses physical copiesof the Annual Report 2016 along with the Notice of the 31st AGM are beingsent-jn the permitted mode. Members requiring physical copies can send a request to theCompany Secretary.
The Company is providing e-voting facility to all members enabling them to cast theirvotes electronically on all resolutions set forth in the Notice. This is pursuant tosection 108 of the Companies Act 2013 read with the Companies (Management andAdministration) Rules 2014. The instruction for e-voting is provided in the notice.
The Company has not accepted or reneld any public deposits as defined under section 58A of the Companies Act 1956 during the year. Under section 73 of the Companies Act 2013there is no deposit lying with the Company as on 31.03.2016.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS &OUTGO
The information on particulars of conservation of Energy technology absorption andforeign exchange earnings & outgo as required under section 234(3)(m) of the CompaniesAct 2013 read with the companies (Disclosure of particulars in the Report of the Board ofDirectors ) rules 2014 are not attracted to this Company.
Statements in this report describing the Company's objectives expectations orpredictions may be forward looking within the meaning of the applicable laws andregulations. The actual results may differ materially from those expressed in thisstatement because of many factors like economic conditions availability of resourcesprice conditions domestic and international markets changes in govt policies taxregimes etc.
I thank our Customers Vendors Investors and Bankers for their continued supportduring . the year. I also thank the employees for their significant contribution inCompany's performance. I now look forward to the future with confidence and optimism.
| || |
For and on Behalf of the Board of Directors
| ||A.Dhanania ||T.'Chowdhury |
| ||Director ||Director |
| ||DIN.00399952 ||DIN. 00398289 |
|Place: Kolkata || || |
|Date : 30th May 2016 || || |