Your Directors take pleasure in presenting the 49th Annual Report together with theAudited statement of Accounts for the year ended 31st March 2017.
|OPERATING RESULTS : ||2016-17 ||2015-16 |
| ||(Rs. in lacs) ||(Rs. in lacs) |
|Freight Earnings ||5628.51 ||5810.93 |
|Net Earnings ||28.20 ||99.19 |
|Less : Provision for Taxation ||4.78 ||18.37 |
|Net Surplus ||23.42 ||80.82 |
|Prior Period Adjustments ||0.18 ||(0.23) |
|Balance brought forward from previous year ||(75.49) ||(156.08) |
|Balance carried forward to next year ||(51.89) ||(75.49) |
|Appropriations: || || |
|Transfer to General Reserve || || |
|Balance carried forward to next year ||(51.89) ||(75.49) |
| ||(51.89) ||(75.49) |
In order to plough back profits for covering losses in the earlier years and supportthe ongoing expansion program the Directors express their inability to recommend anydividend for the year ended 31st March 2017.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:
i) the applicable accounting standards have been followed and wherever required properexplanations relating to material departures have been given.
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 at the end of the financial year and ofthe profit or loss of the Company for that period.
iii) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
iv) the Accounts have been prepared on a going concern basis.
v) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Appointments and Re-Appointments
Sri Kanhaiya Kumar Todi and Smt. Shikha Todi retire from the board by rotation atconclusion of the ensuing Annual General Meeting and being eligible offer themselves forre-appointment.
Sri Kanhaiya Kumar Todi Chairman Managing Director & CEO would continue only asExecutive Chairman which has been accepted by the Board on 29.05.2017 and the Boardacknowledges its sincere appreciation and gratitude for contributions made by him duringhis tenure. On 29.05 2017 Sri Udit Todi Whole Time Director has been appointed asManaging Director & CEO and Sri Raja Saraogi President has been elevated andappointed as Additional Director designated as Whole Time Director & CFO by the Board.Necessary resolutions seeking approval of the members for their appointments has beenincorporated in the Notice of the ensuing Annual General Meeting. The Board alsorecommends extension of tenure of and remuneration payable to Whole Time Directors - SriKanhaiya Kumar Todi Sri Sushil Kumar Todi and Sri Ashok Kumar Todi for a period of 3 yearand seek your confirmation for their re-appointments.
Declaration from Independent Directors
The Independent Directors of the Company have declared that they meet the criteria ofIndependence in terms of Section 149(6) of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and that there is no change intheir status of Independence.
Appointment of Key Managerial Personnel
There has been no appointment/reappointment of any Key Managerial Personnel during theyear under review. Remuneration & Selection Policies
The Remuneration policy of the Company comprising the appointment and remuneration ofthe Directors Key Managerial Personnel and Senior Executives of the Company includingcriteria for determining qualifications positive attributes independence of a Directorand other related matters has been provided in the Corporate Governance Report which isannexed to this Report as Annexure - A.
Pursuant to the provisions of the Companies Act 2013 and applicable regulation of SEBI(Listing Obligations and Disclosure Requirements)Regulations 2015 Independent Directorsat their meeting without the participation of the Non-independent Directors andManagement considered/evaluated the Boards' performance Performance of the Chairman andother Non-independent Directors.
The Board subsequently evaluated its own performance the working of its Committees(Audit Nomination and Remuneration and Stakeholders Relationship Committee) andIndependent Directors (without participation of the relevant Director).
The criteria for performance evaluation have been detailed in the Corporate GovernanceReport which is annexed to this Report as Annexure -A.
The compliance with provisions of Corporate Governance are non-mandatory for yourcompany as per Regulation 15 of SEBI (Listing Obligations and DisclosureRequirements)Regulations2015.The Board remains committed to maintain the higheststandards of Corporate Governance and has implemented several good practices as prevalentin the industry. Corporate Governance Report and Management Analysis and Discussion Reportpursuant to Revised Listing Agreement with Stock Exchanges in accordance with SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015 are provided inseparate annexure to this report as Annexure - A and B respectively.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operations were observed.
Your Company laid down procedures to inform Board members about risk assessment andminimization and has implemented the Risk Management plan and continuously monitors it.
Details of Risk Management by the Company have been provided in the ManagementDiscussion and Analysis Report which is annexed to this Report as Annexure - B.
The Company also has constituted a Risk Management Committee (Non-Mandatory) whichensures that the Company has an appropriate and effective Enterprise Risk Managementsystem with appropriate policies and processes which carries out risk assessment andensures that risk mitigation plans are in place by validating the same at regularintervals.
A Risk Management status report is provided to the Audit Committee for its informationon a regular basis. AUDITORS AND AUDITOR'S REPORT:
Pursuant to the provisions of Section 139 of the Companies Act 2013 and Rules madethereunder the term of office of M/s.Agarwal Maheswari & Co. Chartered Accountants asthe Statutory Auditors of the Company will conclude from the close of ensuing AnnualGeneral Meeting of the Company. The Board of Directors places on record its appreciationto the services rendered by M/s.Agarwal Maheswari & Co. Chartered Accountants as theStatutory Auditors of the Company. Subject to the approval of the Members the Board ofDirectors of the Company has recommended the appointment of M/s Patanjali & Co.Chartered Accountants (ICAI Firm Registration Number 308163E) as the Statutory Auditors ofthe Company pursuant to Section 139 of the Companies Act 2013. Accordingly the Boardrecommends the resolution in relation to appointment of Statutory Auditors for theapproval by the shareholders of the Company.
There is no audit qualification for the year under review.
Sri Debasish Mukhopadhyay Practising Company Secretary was appointed to conduct thesecretarial audit of the Company for the financial year 2016-17 as required under Section204 of the Companies Act 2013 and Rules thereunder. The secretarial audit report for FY2016-17 is annexed herewith as Annexure C to this Report. The Secretarial Audit Reportdoes not contain any qualification reservation or adverse remark.
The Board has re-appointed Sri Debasish Mukhopadhyay Practicing Company Secretary asSecretarial auditor of the Company for the financial year 2017-18.
The Audit Committee comprises of Independent Directors namely Sri Dipak Dey (Chairman)Sri Om Prakash Kanoria and Sri Beni Gopal Daga as other members. All the recommendationsmade by the Audit Committee were accepted by the Board.
The Vigil Mechanism of the Company also incorporates a whistle blower policy in termsof the Listing Agreement. Protected disclosures can be made by a whistle blower throughe-mail or telephone line or letter to the Whistle and Ethics Officer or to the Chairmanof the Audit Committee. The Policy on vigil mechanism and whistle blower policy may beaccessed on the Company's website.
Meetings of the Board:
Four meetings of the board of Directors were held during the year. For further detailsplease refer the Report on Corporate Governance annexed to this Report as Annexure - A.
Conservation of Energy Technology Absorption and Foreign Exchange earnings and Outgo:
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Companies Act 2013 areprovided in Annexure - D to this Report.
Extract of Annual Return:
Extract of Annual Return of the Company is annexed herewith as Annexure - E to thisreport.
Particulars of Loans Guarantee and Investments:
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. The details of the investments made by company aregiven in the notes to the financial statements.
Particulars of Contracts or arrangements with related parties referred to insub-section (1) of section 188 of the Companies Act 2013:
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.
The names of the Company which have become or ceased to be its subsidiary jointventures or associate company during the year:
There has been no such change during the year under review.
Particulars of Employees and Related Disclosures:
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended are annexed herewith asAnnexure - F to this report.
Disclosures pertaining to remuneration of top 10 employees as required under section197(12) of the Companies Act 2013 read with Rules 5(2) & 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended are annexedherewith as Annexure - G to this report.Further the report and the accounts are beingsent to the members excluding the aforesaid annexure. In terms of Section 136 of the Actthe said annexure is open for inspection at the Registered Office of the Company duringbusiness hours on working days of the Company upto the date of the forthcoming AnnualGeneral Meeting. Any member interested in obtaining a copy of the same may write to theCompany Secretary and the same will be provided free of cost to the member.
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.
4. The company does not have any subsidiary.
5. 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.
Your Directors also state that during the year under review there were no complaintspursuant to Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
Your Directors further state that there have been no material changes and commitmentsaffecting the financial position of the company between the end of the financial yearunder review and the date of this report.
The Board wishes to place on record its gratitude for the assistance and co-operationreceived from Banks Government Authorities Customers Vendors and finally to all itsmembers for the trust and confidence reposed in the Company. The Board further wishes torecord its sincere appreciation for the significant contributions made by employees at alllevels for their competence dedication and contribution towards the operations of theCompany.
On behalf of the Board of Directors
|Place : Kolkata || |
|Date : The 29th day of May 2017 ||Chairman & Managing Director |