The Directors take pleasure in presenting the 31stAnnual Report and the AuditedStatement ofAccounts for the period ended 31st March 2016.
A summary ofthefinancial resultsforthe year under review is as under:
| || ||(In Lacs) |
| ||Current Year ended ||For the year ended |
|PARTICULARS ||on 31.03.2016 ||31.03.2015 |
|Gross Sales ||4504.78 ||2439.78 |
|Other Income ||178.16 ||155.96 |
|Total ||4682.94 ||2595.74 |
|Less: Operating Expenditure ||4685.28 ||2559.41 |
|Gross Profit/ (Loss) ||(2.34) ||36.33 |
|Less: Interest ||0.00 ||0.00 |
|Less: Depreciation ||6.33 ||35.91 |
|Net Profit / (Loss) before tax ||(8.67) ||0.42 |
|Less: Provision for Income tax ||0.00 ||0.08 |
|Add/(Less): Deferred Tax ||1.22 ||(0.20) |
|Net Profit / (Loss) after tax (PAT) ||(7.45) ||0.14 |
|Add: Bal. B/F from previous year ||(319.24) ||(319.38) |
|Balance C/F to Balance Sheet ||(326.69) ||(319.24) |
|Earning Per Share ||0.00 ||0.00 |
In spite of continued inflationary trend and reduced GDP of Indian economy during theyear under review the Company could achieve though marginally an increase in its resCrltin profit both as (PBT) and (PAT) at the end of the day.
The Company having an amount of carried over losses your directors have no option butto refrainfrom recommending anydividendfor the year.
TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
There wasnounpaid dividend carriedforward and due to be transfer to the designatedfirmin terms of sec. 125 of CompaniesAct 2013.
During the year the Company did not issue and/ or allot any Shares or Securitiesduring the year ended on 31st march 2016. The Issued subscribed and paid-up sharecapital of the
Company stood at Rs. 3000.13 Lacs Comprising of 30001300 equity shares of Rs.10/-each.
The Company having no secured borrowing so no Credit Rating was required.
DIRECTORS / KEY MANAGERIAL PERSONNELS
There was no change in the constitution of the Board of Directors of the Company duringthe year. During the year there was vacancy in the office of Company Security u/s 203 ofthe Companies Act 2013 due to resignation of the earst while incumbent Mr. JitendraTiwari who has since rejoinedthe office for which necessary e-filing of DIR-2 have beenmade.
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 of theCompany.
DIRECTORS RESPONSIBILITY STATEMENT
As required u/s 217(2AA) of the CompaniesAct 1956 which is corresponding to Section134 (5) of the CompaniesAct 2013 your Directors confirm having: a) Followed in thepreparation of Annual Accounts for the Financial Year 2015-2016 the applicable AccountingStandards with proper explanation relating to material departures if any; b) Selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and the profit of the Company for that year;c) Taken proper and sufficient care for maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 1956 for safeguarding the assets ofthe Company andfor preventing and detecting fraud andother irregularities; and
d) Prepared theAnnualAccounts on agoing concern basis.
e) Laid down internal financial controls to be followed by the Company and that suchinternal financial controls are adequate andwere operating effectively. f) Devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystemswere adequate andoperating effectively.
The Company believes that Corporate Governance is a way of business life rather than alegal compulsion. Your Directors being committed to best management practices and adheringto the policy of full transparency enclose herewith a Report on Corporate Governance asstipulated by SEBI (LODR) Regulations 2015 along with compliance certificate on CorporateGovernance (Annexure 3)forming part of this report.
Pursuant to sec92(3) of the CompaniesAct 2013 (TheAct) and Rule 12(1) of the Companies(Management andAdministration) Rules 2014 an extract of Annual Return as at 31st March2016 isannexed hereto and Marked asAnnexure 1.
AUDITORSAND THEIR REPORT
Mr. Ranjit Jha & Associates Chartered Accountants (Firm Regn no. 326969E) wasappointed as Statutory Auditor of the Company for a period of 5(five) years ending on31.03.2019 subject to rectification by members at eachAnnual General Meeting to be held inbetween.
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. 2015-16.
In terms of section 204 of the Companies Act 2013 and rules made there under MrsAlpana Sethia a Company Secretary in practice (CP No. 5098) has been appointed as theSecretarialAuditor to conduct the SecretarialAudit of the Company for the F.Y. 2015-16.The Report of secretarial Auditor is enclosed hereto asAnnexure - 2. and with reference tothe comments made to the said report the Directors do hereby submit and affirm as under:-
i. Thevacancy in the position of Company secretary u/s 203 of the Act as was prevalenton 01.01.2016 has since been duly filled up by induction of Company Secretary w.e.f.30.05.2016. ii. There might be lapses in uploading same information on web-site throughoversight and the Directors would take necessary precaution to ensure no such recurrenceof such in future.
Save andexcept theabove other comments oftheAuditor are self explanatory and needs nofurther comments.
In terms of section 204 of the Companies Act 2013 and rules made there under Mr.Minhaj Ansari a Chartered Accountants has been appointed as the Internal Auditor toconduct the InternalAudit of the Company for the F.Y. 2015-16.
RELATED PARTY TRANSACTION
All contacts/ arrangements/ transactions entered into by the Company with relatedparties during the year were inthe ordinary course ofbusiness andon anarms length Basis.
During the year there was no related party transaction attracting the provisions ofsec. 188 of the CompaniesAct 2013.
CORPORATE SOCIAL RESPONSIBILITY
The company's realized profit for last several years do not call for establishment of aCSR policy as prescribed u/s 135 ofthe CompaniesAct 2013.
COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KEY MANAGERIALPERSONNEL AND OTHERS EMPLOYEES
The remuneration of Key Managerial Personnel and Employees largely consists of basicsalary perquisites allowances andperformance incentives subject to annual assessment. TheComponents of the total remuneration very for different grades and are governed by theindustry pattern qualification experience merit performance of each employee. TheCompany while deciding the remuneration package takes into consideration at in the rulingemployment scenario andremuneration package in the industry.
The annual variable payof Managers is linkedto the performance ofthe Company in generaland the Individual performance in the relevant year with reference to achievement ofCompany's objective fixedatthe beginningofthe year.
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 useor deprecations.
An audit committee of the Board regularly revise the audit plans significant auditfindings adequacy of internal control compliance of applicableAccounting 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 TopManagement any concern about any unethical behavior actualor suspected fraud or violation of Company's code of conduct or ethic policy. Managementon its turn is responsible for establishing a fearless atmosphere where the reportingemployee does not fear of being harassed or threatened in any way. We further affirm thatno personnel of the Company have been denied access to theAudit Committee during the yearunder review.
SUBSIDIARIES / ASSOCIATES
The Company is not having any Subsidiary or Associates.
EMPLOYEES STOCK OPTION SCHEMES
The Company have not provided any employee stock option.
Electronic copies of theAnnual Report 2016 along with the Notice of the 31S'AGM aresent to all members whose email addresses are registered with the Company /DepositoryParticipant(s). For members who have not registered their email addresses physical copiesof the Annual Report 2016 along with the Notice of the 31st AGM are being sent in thepermitted mode. Members requiring physical copies can send a request to the CompanySecretary.
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.Theinstruction fore-voting is provided in the notice.
The Company has not accepted or renewed any public deposits as defined under section 58A ofthe Companies Act 1956 during the year. Under section 73 of the Companies Act 2013there is nodeposit lying with the Company as on 31.03.2016.
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)(m) of the CompaniesAct 2013 read with the companies (Disclosure of particulars in the Report of the Board ofDirectors ) rules 2014 are not attracted to this Company.
Statements in this report describing the Company's objectives expectations orpredictions may be forward looking within the meaning of the applicablelaws andregulations. The actual results may differ materiallyfrom those expressed in thisstatementbecause of many factors like economicconditions availability of 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 significantcontributionin Company'sperformance. We now look forward to the future with confidence and optimism.
| ||For and on Behalf of the Board of Directors |
| ||AJain ||A . Das |
| ||Director ||Directo r |
| ||(DIN:00432709) ||(DIN:00432932 ) |
|Place: Kolkata || || |
|Date : 30th May 2016 || || |