Your Directors take pleasure in presenting the 30m Annual Report and theAudited Statement of Accounts for the year ended 31st March 2015.
The financial results of the Companys operation during the year under review andthose of the previous year are given below.
|Particulors ||Current Year ended on 31.03.2015 ||Previous Ye ar ended on 31.03.2014 |
|Gross Revenue ||1477.23 ||1673.60 |
|Other Income ||19.25 ||19.65 |
|Total ||1496.48 ||1693.25 |
|Less: Expenditure ||1466.48 ||1671.83 |
|Gross Profit/(Loss) ||30.00 ||21.42 |
|Less: Depreciation ||29.76 ||21.15 |
|Net Profit/(Loss) before Tax ||0.24 ||0.27 |
|Less: Provision for Income Tax ||0.05 ||0.05 |
|Add: Deferred Tax ||(0.35) ||2.52 |
|Net Profit/(Loss) after Tax (PAT) ||(0.16) ||2.74 |
|Add: Balance B/F from Previous Year ||(254.72) ||(257.46) |
| ||(254.88) ||(254.72) |
|Less: Adj. for Earlier Year Income Tax ||- ||- |
|Balance carried to Balance Sheet ||(254.88) ||(254.72) |
|Earning Per Share ||0.06 ||0.06 |
REVIEW OF OPERATIONS
During the year under review in spite of serious inflationary trend ruling in themarket and overall recession in the country's economy your company could sustain only amarginal shortfall in its gross revenue by about 15 % with a minimal reduction in PAT byonly Rs. 2.58 Lacs through continuous monitoring.
There being a resultant Loss carried over to Balance sheet your Directors refrain fromrecommending any dividend for the year.
TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
There was no unpaid dividend carried forward and are due to be transfered to thedesignated Account in terms of sec. 124(5) of Companies Act 2013.
CAPITAL / FINANCE
During the year the Company did not issue / allot any Shares or Securities. TheIssued subscribed and paid-up share capital of the Company stood at Rs. 4376.95 LacsComprising of 437694813 equity shares of Re. 1/-each.
The Company having no secured borrowing no Credit Rating was required.
DIRECTORS & KEY MANAGERIAL PERSONAL
Pursuant to provisions of Sections 149 150152 and other applicable provisions of theCompanies Act 2013 and the Rules made there under read with Schedule IV to the CompaniesAct 2013 your Directors appointed Mr. A. Dhanania and Mr. B. Bera and U. Pandey asIndependent Directors of the Company to hold office for a period of five years with effectfrom conclusion of the AGM held on 27.09.2014 and their office as Independent Directoris not subject to retirement by rotation.
As per provisions of the Companies Act 2013 Mr. T. Chowdhury shall retire at theensuing Annual General Meeting of the Company and being eligible seeks re-appointment.The Board of Directors recommend his re-appointment.
Mr. Vivek Kumar has since been appointed as chief financial officer of the Company indue compliance of section 203 of the Companies Act 2013.
Pursuant to the provisions u/s 161(1) of the Companies Act 2013 Mrs. K. Saraogi hadsince been appointed Additional Director to hold office until the conclusion of theforthcoming AGM to fulfill the requirement of woman director in the Board. In the meantimethe Company has received a notice u/ s 160 of the Companies Act 2013 with requisitedeposit proposing Mrs. K. Saraogi to be appointed as a rotational Director in theforthcoming AGM.
The particulars of the Director seeking appointment / re-appointment has duly beenfurnished as part of the notes to the notice convening the ensuing Annual General Meetingpursuant to clause 49 of the listing agreement.
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) Followed in the preparation of Annual Accounts for the Financial Year 2014-2015 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.
e) Laid down internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and were operating effectively.
Devised proper systems to ensure compliance with the provisions of all applicable lawsand that such systems were adequate and operating effectively.
The Company believes that Corporate Governance is a way of business life rather than alegal compulsion. Your Director being committed to best management practices and adheringto the policy of full transparency enclose herewith a Report on Corporate Governance asstipulated by clause 49 of the listing agreement along with compliance certificate onCorporate Governance (Annexure 3) forming part of this report.
EXTRACT OF ANNUAL RETURN
Pursuant to sec 92(3) of the Companies Act 2013 (The Act) and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of Annual Return as at 31stMarch 2015 is annexed hereto and Marked as Annexure 1.
AUDITORS AND THEIR REPORT
In the last Annual General Meeting of the Company held on 27th September2014 Mr. Ranjit Jha Chartered Accounts was appointed as statutory Auditor for three (3)consecutive years subject to rectification of members at every Annual General Meeting inbetween whereas by a notice given by the Auditors expressing their inability to accept theappointment in view of the ceiling in the number of Audit prescribed under the provisionof the Companies Act 2013. Consequently there was a casual vacancy caused in the officeof statutory auditors and the Company have since appointed M/ s. Ranjit Jha &Associates Chartered Accounts (firm regs. no 326969E) as the statutory Auditors of theCompany in the casual vacancy fora period of consecutive 5 years ending on 30.09.2019 inthe Extra Ordinary General Meeting held on 09.02.2015 subject to ratification by themembers at each Annual General Meeting held in between this period. Accordingly theratification of their appointment is sought for at the ensuing Annual General Meeting.
The report of the statutory Auditors when read with the notes and schedules formingpart of the statements of account as annexed thereto are self explanatory and needs nofurther elaboration and comments.
The provision of section 148 and all other applicable provisions of the Companies Act2013 read with the Companies (Audit and Auditors) rules 2014 the provision of cost auditis not applicable on the products/ services of the Company for the F.Y. 2014-15.
In terms of section 204 of the Companies Act 2013 and rules made there under Mr. K.C.Dhanuka & Co. a Company Secretary in practice (CP No. 1247 member no. 2204) has beenappointed as the Secretarial Auditor to conduct the Secretarial Audit of the Company forthe F.Y. 2014-15.The Report of secretarial Auditor is enclosed hereto as Annexure - 2.which is self explanatory and needs no comments thereon.
RELATED PARTY TRANSACTION
During the year there was no related party transaction attracting the provisions ofsec. 188 of the Companies Act 2013.
CORPORATE SOCIAL RESPONSIBILITY
The companys realized profit for last several years do not call for establishmenta CSR policy as prescribe u/s 135 of the Companies Act 2013.
COMPANYS 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 vary for different grades and are governed bythe industry pattern qualification experience merit and performance of each employee.The Company 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 Companys objective fixed at the beginning of the year.
INTERNAL FINANCIAL CONTROL
Your Company has established a well 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 blower 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 Companys code of conduct or ethic policy.Management on its turn is responsible for establishing a fearless atmosphere where thereporting employee does not fear of being harassed or threatened in any way. We furtheraffirm that no personnel of the Company have been denied access to the Audit Committeeduring the year under review.
The Company is not having any Subsidiary.
EMPLOYEES STOCK OPTION SCHEMES
The Company have not provided any employee stock option.
Electronic copies of the Annual Report 2015 along with the Notice of the 30thAGM are sent to all members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their email addressesphysical copies of the Annual Report 2015 along with the Notice of the 30th AGMare sent in the permitted mode. Members requiring physical copies can send a request tothe Company 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 renewed any public deposits as defined under section 58Aof the Companies Act 1956 during the year. Under section 73 of the Companies Act 2013there is no deposit lying with the Company as on 31.03.2015.
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)(iii) of theCompanies Act 2013 read with the companies (Disclosure of particulars in the Report ofthe Board of Directors ) rules 2014 are not attached to this Company.
PARTICULARS OF EMPLOYEES
There being no employee drawing remuneration in excess of prescribed ceiling during theyear the information of particulars of employees as required under section 217 (2A) ofthe Companies Act 1956 read with the Companies (Particulars of Employees) Rules 1975 inrespect of the Company is not attracted to this Company.
Statements in this report describing the Companys 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 resources priceconditions domestic and international markets changes in govt policies tax regimesetc.
We thank our Customers Vendors Investors and Bankers for their continued supportduring the year. We also thank the employees for their significant contribution inCompanys performance. We now look forward to the future with confidence andoptimism.
|Place: Kolkata ||For and on Behalf of the Board of Directors |
|Date : 30th July 2015 ||Director ||Director |