Your directors hereby present the 29th Annual Report together with AuditedAccounts of the Company for the year ended 31st March 2015.
FINANCIAL SUMMARY OR PERFORMANCE OF THE COMPANY
| || ||Rs. in Lacs |
|FINANCIAL RESULTS ||YEAR ENDED 31.03.2015 ||YEAR ENDED 31.03.2014 |
|Sales for the year ||395.33 ||369.36 |
|Other Income ||0.34 ||2.42 |
|Total Income ||395.67 ||371.78 |
|Profit before Financial Expenses || || |
|Preliminary expenses Depreciation and || || |
|Taxation ||92.46 ||82.40 |
|Less: Financial expenses ||8.61 ||8.83 |
|Operating profit before Preliminary || || |
|expenses Depreciation & Taxation ||83.85 ||73.57 |
|Less: Depreciation & Preliminary || || |
|expenses written off ||36.88 ||37.44 |
|Less: Provision || || |
|for Taxation Current Year ||12.66 ||10.15 |
|Deferred ||2.51 ||1.04 |
|Earlier Years ||0.17 ||0.16 |
|Profit after Taxation ||31.67 ||24.78 |
|Add: Charge pursuant to the adoption || || |
|of revised Schedule II ||1.34 ||- |
|Add: Charge on account of transitional || || |
|provisions under AS 15 ||- ||- |
|Add: Balance brought forward ||217.10 ||192.32 |
|Add: Additional Adjustments ||0.04 ||- |
|Profit available for appropriation ||247.46 ||217.10 |
The Company's total income increased to Rs. 395.67 lakhs as compared to Rs. 371.78lakhs in the previous year. The Company's profit after tax is Rs. 31.67 lakhs for the yearended March 31 2015 as compared to Rs. 24.78 lakhs in the previous year.
The Board of Directors of your Company has not recommended any dividend for thefinancial year 2014-15.
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 July2014 reviewed the performance of the Board taking into account the views of the otherDirectors and assessed the processes in place for flow of information between variouspersonnel and the Board that is necessary for the Board to effectively and reasonablyperform their duties.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR 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 DEVELOPMENT AND 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 BY THE 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 BY THE 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.
COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT REMUNERATION AND DISCHARGE OFTHEIR DUTIES
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.
RELATED PARTY TRANSACTION:
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(DIN 00928946) was appointed as an Independent Director (in casual vacancy arising due toresignation of Shri Suraj Mal Kundalia) w.e.f. 30th July 2014. Further ShriKumaresh Lahiri who was due to retire by rotation at the AGM dated 24thSeptember 2014 but had intimated his desire not to seek re-appointment was notre-appointed as Director. Shri Sanjay Kumar Agarwal and Shri Rajendra Lakhotia were dulyre-appointed as Independent Director for a period of 3 (Three) consecutive years at theAGM dated 24th 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.
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 Financial ServicesLimited is an 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 27th March 1986 as the Statutory Auditors ofthe Company for auditing the annual financial statements of the Company from the financialyear 1986-87 and have completed the permissible period of two terms of five years each ason date. 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 Statutory Auditors ofthe Company will retire at the conclusion of this Annual General Meeting and beingeligible they have offered themselves for re-appointment as Statutory Auditors and haveconfirmed that their re-appointment if made would be within the limits prescribed undersection 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 are self explanatory andtherefore do not call for any further comments u/s 134 of the Companies 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 KeyManagerial Personnel.
The Directors were fulfilling this role and the Company is in the process ofre-designating 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. The Company does not have designatedKMP as such and the non-executive Directors supervise the working of the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company remains committed towards maintaining itself as an energy-efficient andenvironment friendly enterprise and continues to work on implementation of variousmeasures regarding the same.
The company earns all its foreign exchange from Darjeeling Tours which is received inIndian currency by the company.
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 HARASSMENT AT 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.
| ||By order and on behalf of the Board |
|Registered Office: ||Smt Sangita Devi Baid |
|9 Mangoe Lane Kolkata-700001 ||Chairman |
|Dated: The 29th Day of May 2015. || |