For the year ended 31st March 2016
Your Directors have pleasure in presenting their report on business and operationstogether with the Audited Accounts of your company for 2015-2016.
|FINANCIAL RESULTS || ||All figures in Rs. lacs |
|Particulars ||Current Year ||Previous Year |
|Total Revenue ||884.36 ||820.49 |
|Profit before Interest & Depreciation ||113.98 ||203.03 |
|Interest ||0.00 ||0.00 |
|Depreciation ||23.10 ||14.70 |
|Profit before taxation ||90.88 ||188.33 |
|Provision for Tax ||17.47 ||38.68 |
|Profit after tax ||73.41 ||149.65 |
REVIEW OF OPERATIONS:
The company is engaged in the manufacture of cement moulded products mainlyPre-stressed Concrete Poles keeping its earlier activity of granite processing in abeyancedue to various external problems. As in earlier years the company continues to undertakedifferent profitable activities such as trading handling & transportation and shortterm deployment of funds depending on available opportunity. During the current financialyear total revenue of the company increased to Rs.884.36 lakh from Rs. 820.49 lakh as inprevious year. There is no material change affecting the financial position of the companybetween the year end to which financials relate and the date of this report.
The company continues to look for further diversification of its activities.
DIVIDEND AND RESERVE:
In order to conserve its resources towards the growing business of the Company nodividend is proposed for the Financial Year. During the financial year 2015-16 theCompany did not transfer any amount to Reserve.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
On the recommendation of Nomination and Remuneration Committee the Board of Directorof the Company at its meeting held on 21st May 2016 re-appointed Sri Krishna MurariPoddar (DIN 00028012) as the Managing Director of the Company w.e.f 1th June 2016 for aperiod of 5 years subject to approval by Members in the ensuing Annual General Meeting onthe remuneration to a maximum ceiling limit of Rs. 250000/- per month and other terms andconditions as mutually agreed upon. Keeping in view that Sri Poddar is the promoterhaving association with the Company since its inception and having very good businessacumen his continuation in the office of Managing Director is desirable and beneficialfor the Company even though he has attained the age of 71 years. The continuation of hisemployment as Managing Director requires the approval of members by way of a specialresolution. It is now put up for approval of members at the ensuing annual generalmeeting. He does not hold any shares of the Company in his own name. Necessary detailshave been annexed to the Notice of the meeting in terms of section 102(1) of the CompaniesAct 2013.
Smt. Uma Poddar (DIN 07140013) Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible offers herself for re-appointment asDirector as per the provisions of the Companies Act 2013 and Articles of Association ofthe Company. She does not hold any share in her own name.
All the Independent Directors have given declaration that they meet the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(b) of the Listing Regulation.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information obtainedDirectors states:-
(i) in the preparation of the annual accounts for the year ended 31st March 2016 theapplicable accounting standards read with requirements set out under Schedule III of theAct have been followed and there are no material departures from the same;
(ii) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at 31st March 2016 and of the profitof the company for the year ended on that date;
(iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
(iv) the directors have prepared the annual accounts on a going concern basis; and
(v) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively.
(vi) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established vigil mechanism policy to report genuine concerns andgrievances.
It has been posted at Companys website- www.ceeta.com
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
For the Financial Year 2015-16 the Company held 6 meetings of the Board of Directorson the following dates : - 30th May 201515th June 2015 14th August 2015 13thNovember 2015 12th February 2016 and 10th March 2016.
CONSTITUTION OF VARIOUS COMMITTEES AS PER COMPANIES ACT 2013
The company has constituted sub-committees of the board as per the provisions ofCompanies Act 2013 with proper composition of its members.
(a) The composition of the Audit Committee is as under:-
|1. Sri A. De ||- Chairman |
|2. Sri S. K. Chhawchharia ||- Member |
|3. Sri O. P. Kedia ||- Member |
The terms of reference inter alia includes recommendation for appointmentremuneration and terms of appointment of auditors of the company reviewing and monitoringthe auditors independence performance and effectiveness of audit processexamination of the financial statement and the auditors report thereon approval orany subsequent modification of transactions of the company with related parties scrutinyof inter-corporate loans and investments valuation of undertakings or assets of thecompany wherever it is necessary evaluation of internal financial controls and riskmanagement systems and monitoring the end use of funds raised through public offers andrelated matters.
(b) The composition of the Nomination & Remuneration Committee is as under:-
|1. Sri S. K. Chhawchharia ||- Chairman |
|2. Sri A. De ||- Member |
|3. Sri O. P. Kedia ||- Member |
The terms of reference inter alia includes formulating criteria for determiningqualification positive attributes and independence of directors carrying out evaluationof Independent Directors and the Board recommending to Board policy relating toremuneration of Directors Key Managerial Personnel (KMP) and other employees carryingout other function as is mandated by the Board from time to time and to perform such otherfunctions which is necessary or appropriate for the performance of duties.
The abridged policy framed by Nomination & Remuneration Committee is as follows-
The company considers its human resources as its invaluable asset and harmonizes theaspirations of the same which are consistent with the goals of the company. The level andcomposition of Directors KMP and Senior Management will be of the nature required to runthe company smoothly and adequate to improve productivity and attract retain and motivatethem. The committee shall determine and recommend their appointment term of servicequalifications and cessation as per statutory requirement and ethical standards ofprobity rectitude qualification competence and experience of concerned person furthersubject to Boards approval.
The relationship of remuneration to performance is clear and meets appropriateperformance benchmarks. The remuneration involves a balance between fixed and incentivepay reflecting short and long-term performance to achieve the Companys target.Members will elect the Chairman of the Committee. A member is not qualified to be presentwhen his remuneration or performance is discussed or evaluated respectively. Matters shallbe decided by majority of votes of Members present and voting and such decision shall forall purposes be deemed decision of the Committee. In case of equality of votes theChairman of the meeting will have a casting vote.
Non Executive Directors may be remunerated in the form of sitting fees for attendingthe Board Meeting as fixed by the Board occasionally. While deciding remuneration ofManaging Director and Executive Directors the committee considers pay and comprehensivefactors of industry and concerned person so as to remunerate them fairly and reasonablyalong with some perquisites allowances and the likes as per the rules of the companysubject to statutory requirements. The remuneration of the other employees is fixedoccasionally as per the guiding principle outlined above and considering industry standardand cost of hiring .In addition to basic salary they are also provided other benefits asper scheme of the company and statutory requirements where applicable. The detailed policycan be viewed at Companys website at www.ceeta.com
(c) The composition of the Stakeholder Relationship Committee is as under:-
1. Sri A. De - Chairman
2. Sri S. K. Chhawchharia - Member
3. Sri O. P. Kedia - Member
The Board has delegated the power of transfer of securities and to look into thematters of redressing of the stakeholders/investors complaints to Ms. Sneha BinaniCompliance Officer of the Company in consultation with the Registrar to Issue & ShareTransfer Agent of the Company M/s. Niche Technologies Pvt. Ltd. The formalities pertainingto transfer of securities is attended at least once in a fortnight and report on transferof securities is placed before the board of directors in each meeting as and whenapplicable. There being no investor grievances complaint pending the committee reviewedthe existing procedures for attending to complaints as and when they arise.
The Board Evaluation was carried out on the basis of various factors as composition ofBoard and its Committees its functioning performance of specific duties and obligations.The directors were evaluated on the parameters such as level of engagement andcontribution independence of judgment safeguarding the interest of the Company and itsshareholders etc. The performance evaluation of the Independent Directors was done by theentire Board of Directors (excluding the director being evaluated). The performanceevaluation of the Non-Independent Directors was carried out at separate meeting ofIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation.
The ratio of the remuneration of Sri Krishna Murari Poddar Managing Director to themedian remuneration of the employees of the company for the financial year 2015 - 16 is3.38 times. There is no increase in remuneration of Managing Director and Chief FinancialOfficer of the Company in the financial year 2015-16 as compared to last financial year2014 - 15. No other Director is drawing any remuneration from the Company apart fromsitting fees. The percentage increase in the remuneration of Ms. Sneha Binani CompanySecretary is 33.06% in the financial year 2015-16 as compared to last financial year 201415. The percentage increase in the median remuneration of the employees of the Company forthe financial year under review is 43%. There were 25 employees as on March 31 2016.
The factors considered while recommending increase in remuneration are financialperformance of the Company comparison with peer companies industry benchmarkingcontribution made by the employee and regulatory guidelines as applicable to ManagerialPersonnel. The variables pay is as per policy of the Company. The remuneration paid is asper the remuneration policy of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
In compliance with the Section 129(3) of the Companies Act 2013 read with rules andAccounting Standard 21 on Consolidated Financial Statements the Annual Report alsoincludes Consolidated Financial Statement for the financial year 2015-16. It has also beenplaced on the website of the Company www.ceeta.com.
The company has an unlisted subsidiary company namely M/s. Kingstone Krystals Ltd. Interms of the provision 129(3) of the Companies Act 2013 read with rules a report onperformance and financial position of the subsidiary company for the financial year ended31st March 2016 in Form AOC 1 is annexed. The Annual Report of the subsidiary company isnot attached to this annual report however the same shall be made available to anymember for inspection at the registered office/ head office of the company and of itssubsidiary. Further it has also been placed on the website of the Company atwww.ceeta.com.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
For the period under review all the transactions entered with related parties were onarms length price and in the ordinary course of business and that the provisions ofthe Section 188 of the Companies Act 2013 is not attracted. Further there are nomaterially significant related party transactions during the year under review made by theCompany with Promoters Directors Key Managerial Personnel or other designated personswhich may have a potential conflict with the interest of the Company at large. Thusdisclosure in Form AOC-2 is not required. Further all transactions with related partiesare given in the notes to Financial Statements.
PARTICULARS OF LOANS ADVANCES & INVESTMENTS
Details of loans & investments are given in the notes to Financial Statements.
The purpose of risk management is to identify evaluate and mitigate the operationalstrategic and external environment risk. The Board has overall responsibility ofmonitoring and mitigating the risks through regular review of its overall operations.
Your company did not accept any deposits from the public under section 73 of theCompanies
Act 2013 read with rules during the year under review.
EXTRACT OF THE ANNUAL RETURN
The extract of annual return as on the financial year ended March 31 2016 in Form No.MGT-9 as required under section 92 of the Companies Act 2013 is annexed to this report.
INTERNAL FINANCIAL CONTROL
Adequate internal financial controls are in place to manage the business affairs of theCompany. Proper procedures are adopted ensuring the orderly and efficient conduct ofbusiness including safeguarding of its assets prevention and detection of errors andfrauds accuracy and completeness of the accounting records and timely preparation ofreliable financial information and the same is reviewed at regular intervals dependingupon situation of business of Company.
AUDITORS & AUDITORS REPORT:
The Auditors M/s. G.K. Tulsyan & Co. Chartered Accountants retire at theconclusion of the ensuing Annual General Meeting and are eligible for re-appointment. TheDirectors recommend their reappointment subject to compliance of Section 139 of theCompanies Act 2013 and the rules made there under. Report of the Auditors includingreference made therein to the notes forming part of the Statement of Accounts is selfexplanatory and does not require to be elucidated further.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 the Company hasappointed M/s. Drolia & Co. a Company Secretary in practice as Secretarial Auditor ofthe Company. The secretarial audit report is annexed to this report. Report of theSecretarial Auditor including reference made therein is self explanatory and does notrequire to be elucidated further.
The Company believes in and has practiced good Corporate Governance. Our corporategovernance philosophy is based on the principles of equity fairness spirit of lawhigher standards of transparency accountability and reliability in respect of all itstransactions. The Company believes that sound corporate governance is necessary to retainstakeholders trust and ensures efficient working and proper conduct of the businessof the Company with integrity. The guidelines for its development is a continuous processwhich often undergoes changes to suit the changing times and needs of the businesssociety and the nation.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information as per Section 134(3) of the Companies Act 2013 read with Rules are givenin the Annexure A as forming part of the report.
Your Directors would like to put on record their appreciation of the sincere anddedicated services rendered by the loyal employees of the Company. There was no employeesdrawn remuneration of or in excess of the amount prescribed under the Companies Act 2013.
LISTING ON STOCK EXCHANGES & STOCK CODE
The Companys Shares are traded at BSE Ltd. The stock code is 514171. The annuallisting fee has been paid to the Stock Exchange and there is no outstanding amount payableto the exchange.
REGISTRAR AND TRANSFER AGENTS
The Company continued appointment of M/s. Niche Technologies Pvt. Ltd. of D-511 BagreeMarket 71 B.R.B. Basu Road Kolkata 700 001 Ph.- 033-22357270 / 7271 email@example.com as the Registrar and Share Transfer Agents of the Company.
SHARE TRANSFER SYSTEM
The transfer of shares both in physical and electronic mode are registered andreturned within the requisite period by Registrar and Transfer Agent if the documents areclear in all respects. The shareholders of the Company are requested to send their sharesdirectly to the RTA for transfer or registry related work. However for the sake of theconvenience of the investors / shareholders the Company shall continue to receive requestfor transfer of shares. The shareholders are further requested to get their sharesdematerialized and furnish their updated residential address and email id to the Company.
DEMATERIALIZATION OF SHARES AND LIQUIDITY
The Equity Shares of the Company are registered with National Securities DepositoryLtd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) for having the facility ofDematerialization of shares and its ISIN NO. is INE 760 J 01012.
The other disclosures not commented upon in this report pursuant to Section 134 of theCompanies Act 2013 read with rules are not applicable to the Company for the financialyear under review. The Company shifted its Head/Corporate Office from 240B A.J.C. BoseRoad 2nd Floor Kolkata 700020 to 71 Park Street Park Plaza North Block Unit No 2FKolkata - 700016
Your Directors wish to express their sincere appreciation to the esteemed employeesshareholders various customers and their consultants Companys bankers for theircontinued support assistance and co-operation to Company.
| ||On behalf of the Board |
|Place : Kolkata ||K. M. Poddar |
|Dated : 28/07/2016 ||Managing Director |
| ||A. De |
| ||Director |