Your directors hereby present the 21st Annual Report together with Audited Accounts ofthe Company for the year ended 31st March 2015.
FINANCIAL SUMMARY OR PERFORMANCE OF THE COMPANY
(Rs. in Lakhs)
|PARTICULARS ||YEAR ENDED 31.03.2015 ||YEAR ENDED 31.03.2014 |
|Sales for the year ||4.14 ||4.05 |
|Other Income ||- ||0.13 |
|Total Income ||4.14 ||4.18 |
|Profit before Financial Expenses Preliminary expenses || || |
|Depreciation and Taxation ||0.35 ||1.75 |
|Less: Financial expenses ||- ||- |
|Operating profit before Preliminary expenses || || |
|Depreciation & Taxation ||0.35 ||1.75 |
|Less: Depreciation & Preliminary expenses written off ||0.15 ||0.29 |
|Profit before Taxation ||0.20 ||1.46 |
|Less: Provision for taxation || || |
|Current tax ||0.05 ||0.28 |
|Deferred Tax ||0.03 ||0.003 |
|Earlier Year ||- ||- |
|Profit after Taxation ||0.12 ||1.177 |
|Add: Charge pursuant to the adoption of revised ||- ||- |
|Schedule II || || |
|Add: Charge on account of transitional provisions under AS 15 ||- ||- |
|Add: Balance brought forward ||(76.46) ||(77.64) |
|Less: Additional Adjustments ||0.12 ||- |
|Profit available for appropriation ||(76.46) ||(76.46) |
The company had earned a profit mainly due to the interest from the Long Term Loansgiven. However the directors expect growth in near future.
In view of insufficient profits no Dividend was declared for the current financialyear by the Company.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid in the last financial year.
MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors met 5 (Five) times during the year under review. The details ofBoard meetings and the attendance of the Directors are provided in the CorporateGovernance Report which forms part of this Report. As required the gap between two Boardmeetings did not exceed 120 (one hundred and twenty) days.
INDEPENDENT DIRECTORS' MEETING
During the year under review the Independent Directors met on 30th July 2014 reviewedthe performance of the Board taking into account the views of the other Directors andassessed the processes in place for flow of information between various personnel and theBoard that is necessary for the Board to effectively and reasonably perform their duties.
MATERIAL CHANGES AND COMMITMENTIF ANYAFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIALYEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateand the date of this report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
There was no loan guarantee or investment made by the Company under Section 186 of theCompanies Act 2013 during the year under review and hence the said provision is notapplicable.
STATEMENT CONCERNING DEVELOPMENTAND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY
The particulars in respect of Risk Management Policy are included in the CorporateGovernance Report which forms part of this report.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BYTHE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
Your Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A separate report on Corporate Governance compliance and a Management Discussion andAnalysis Report as stipulated by Clause 49 of the Listing Agreement forms part of thisAnnual Report along with the required Certificate from the Statutory Auditors of theCompany regarding compliance of the conditions of Corporate Governance as stipulated byClause 49 of the Listing Agreement. In compliance with Corporate Governance requirementsas per Clause 49 of the Listing Agreement your Company has formulated and implemented aCode of Business Conduct and Ethics for all Board members and senior management personnelof the Company who have affirmed the compliance thereto. As in the past your Companycontinues to follow proper Corporate Governance policies.
EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BYTHE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There was no qualification reservation or adverse remark made by the StatutoryAuditors and/or the Secretarial Auditor in their respective reports. The emphasis ofmatter in the Secretarial Audit Report has been clarified below in this report.
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT REMUNERATION AND DISCHARGE OF THEIRDUTIES
The Company has constituted a Nomination and Remuneration Committee as per provisionsof Section 178(1) of the Companies Act 2013 and has formulated the Scope of working andpolicies of the same which are included in the Corporate Governance Report which formspart of this report.
EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 is annexed as Annexure 1.
All the related party transactions entered into during the financial year were on anarm's length basis and were in the ordinary course of business. Your Company had notentered into any transactions with related parties which could be considered material interms of Section 188 of the Companies Act 2013. Accordingly the disclosure of relatedparty transactions as required under Section 134(3)(h) of the Companies Act 2013 in FormAOC 2 is not applicable. The details in this respect are included in the Secretarial AuditReport which forms part of this report.
During the year under review Shri Suraj Mal Kundalia (DIN 00380855) resigned from theDirectorship of the Company w.e.f. 30th July 2014. Shri Sanjay Kumar Agarwal (DIN00928946) was appointed as an Independent Director (in casual vacancy arising due toresignation of Shri Suraj Mal Kundalia) w.e.f. 30th July 2014. Further Shri KumareshLahiri who was due to retire by rotation at the AGM dated 25th September 2014 but hadintimated his desire not to seek re-appointment was not re-appointed as Director. ShriSanjay Kumar Agarwal was duly re-appointed as Independent Director for a period of 3(Three) consecutive years at the AGM dated 25th September 2014.
In accordance with the provisions of section 152 (5) of the Companies Act 2013 readwith the Articles of Association of the company Smt. Sangita Devi Baid is liable toretire by rotation and being eligible your Board recommends her re-appointment.
In terms of section 149(4) of the Companies Act 2013 every listed company shall haveat least one third of the total number of directors as independent directors which theCompany presently has. However in order meet the requirements clause 49 of the ListingAgreement regarding the composition of the Audit Committee the Board is in the process ofsearching for and appointing 1 more independent director but facing difficulties in thesame due to non-availability of suitable candidate(s).
The manner of formal annual evaluation by the Board of its own performance and that ofits committees and individual directors is set out in the Corporate Governance Report.Each of the Independent Directors have given a declaration to the Company that they meetthe criteria of independence as required under section 149(7) of the Companies Act 2013and clause 49 of the Listing Agreement with the Stock Exchanges.
All Committees of the Board of Directors are constituted and rechristened whereverneeded in line with the provisions of the Companies Act 2013 and Clause 49 of theamended Listing Agreement with the Stock Exchanges and details of the various committeesare given in the Corporate Governance Report and forms part of this report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included inthe Corporate Governance Report which forms part of this report.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary or Joint venture. Cindrella Hotels Limited isan Associate Company.
In terms of the sub-section (2) of section 139 of the Companies Act 2013 (effectivefrom 01-04-2014) no Listed Company shall appoint or re-appoint an Auditing Firm as theAuditor for more than two terms of five consecutive years. Provided that the firm iseligible to be appointed or re-appointed in the same Company after five years from thecompletion of existing term. In pursuance of the above every listed Company shall complywith this requirement within a transitional period of three years from the date ofcommencement of the Act i.e. 1st April 2014.
M/s Agarwal Mahesh Kumar & Co. Chartered Accountants the existing Auditors havebeen appointed with effect from 26th April 1994 as the Statutory Auditors of the Companyfor auditing the annual financial statements of the Company from the financial year1994-95 and have completed the permissible period of two terms of five years each as ondate. The Company would like to comply with the new provision within said transitionalperiod of three years. In the meantime the Company proposed to re-appoint M/s AgarwalMahesh Kumar & Co. Chartered Accountants as Statutory Auditors for the financial year2015-16 as well. M/s Agarwal Mahesh Kumar & Co. Chartered Accountants the StatutoryAuditors of the Company will retire at the conclusion of this Annual General Meeting andbeing eligible they have offered themselves for re-appointment as Statutory Auditors andhave confirmed that their re-appointment if made would be within the limits prescribedunder section 141 of the Companies Act 2013. Accordingly the Board recommends theirreappointment at this AGM. The notes on account referred to in the Auditor's Report areself explanatory and therefore do not call for any further comments u/s 134 of theCompanies Act 2013.
DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The particulars in respect of the above are included in the Corporate GovernanceReport which forms part of this report.
The Board has appointed Sri Somnath Ganguly Company Secretary in Whole-time Practiceto carry out the Secretarial Audit under the provisions of section 204 of the CompaniesAct 2013 and the Rules made thereunder. The report of the Secretarial Auditor is enclosedto this report as Annexure B. This report contains emphasis of matter regarding:
i. Composition of the Audit Committee; and;
ii. Key Managerial Personnel.
.i The non-compliance is not willful/intentional but purely because of the time takenfor identifying a suitable person to act as independent Director and has been explained atlength in the Corporate Governance Report which forms part of this report.
i. The Directors were fulfilling this role and the Company is in the process ofredesignating its Directors accordingly. The Company is not able to identify a suitablecandidate for the post of full time Company Secretary willing to join service as per theCompany's terms. However the Company is making sincere efforts towards this end.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014none of the employees are in receipt of the remuneration which is in excess of the limitsas specified in the regulation.
Disclosures pertaining to remuneration and other details as required under Section197(12) read with Rule 5(1) of Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014 are enclosed to this report. However it is being reported that asbefore the Company does not have any permanent employees as the scale of its operationsdoes not justify the same. The non-executive Directors supervise the working of theCompany.
CONSERVATION OF ENERGY TECHNOLOGYABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The provisions of Section 134(3)(m) of the Companies Act 2013 do not apply to ourCompany. There was no foreign exchange inflow or Outflow during the year under review.GENERAL
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme and ESOS referred to in this Report.
4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
PREVENTION OF SEXUAL HARASSMENTAT WORKPLACE
Your Directors further state that during the year under review there were nocomplaints related to sexual harassment received by its Internal Complaints Committeewhich is responsible for redressal of complaints related to sexual harassment and hasbeen constituted pursuant to the requirements of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5) of the Companies Act 2013 withrespect to the Directors' Responsibilities Statement it is hereby confirmed that;
i) in the preparation of the annual accounts for the financial year ended March 312015 the applicable Accounting Standards have been followed along with properexplanations relating to material departures;
ii) the directors had 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 March 31 2015 and of the profit orloss of the Company for the said period;
iii) that the directors had 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) the directors had prepared the annual accounts for the financial year ended March31 2015 on a "going concern" basis;
v) they have laid down internal financial controls in the company that are adequate andwere operating effectively and
vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.
Your Directors acknowledge the co-operation extended by the various GovernmentAuthorities Bankers Business Associates Members and Guests. Your Directors also placeon record their sincere appreciation of the services rendered by the employees at alllevels.
|Dated: The 29th Day of May 2015. ||By order and on behalf of the Board. |
|Registeret Office: ||Smt Sangita Devi Baid |
|9. Mangoe lane Kolkatta-700001 ||Chairman |