For The Financial Year 2014-15
Your Directors have pleasure in presenting their 78th Annual Report on thebusiness and operations of the Company together with the audited financial statements forthe financial year ended March 31st 2015.
1. Financial Performance of the Company
| || ||(Amount in Rs.) |
|Particulars ||Figures as at the end of current reporting period ||Figures as at the end of previous reporting period |
|Profit Before Tax ||180453 ||42452 |
|Less: Deferred Tax ||- ||92 |
|Current Tax ||155483 ||- |
|Profit After Tax ||24970 ||42544 |
|Add: Profit/ (Loss) Brought Forward From Previous Year ||(643380) ||(685924) |
|Loss carried forward to Balance Sheet ||(618410) ||(643380) |
|Basic/ Diluted Earnings Per Share ||0.01 ||0.85 |
Your Directors have not recommended any dividend for the financial year 2014-15 in viewof re- investment of the surplus in order to maintain a healthy capital adequacy ratio tosupport long term growth of your company.
3. Transfer Of Unclaimed Dividend To Investor Education And Protection Fund
The provisions of Section 125(5) of the Companies Act 2013 do not apply on the companyas no dividend has been declared during the year.
Your Directors have not proposed to transfer the accumulated profit to Reserves duringthe year.
5. Brief description of the Company's working during the year/State of Company's affair
The Company being a trading company is currently engaged in trading and investment inshares and securities.
6. Change in the nature of business if any
There has been no change in the nature of the business of the Company during the year.
7. Post Balance Sheet Events
No material changes have been occurred between the end of the financial year of thecompany to which the financial statements relate and the date of the report.
8. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements
The directors have laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.
9. Details of Subsidiary/Joint Ventures/Associate Companies
The company does not have any subsidiary companies.
The company has neither accepted nor renewed any deposits during the year coveredunder Chapter V of the Act.
11. Statutory Auditors
M/s Gupta Saharia & Co. Chartered Accountants have been appointed as StatutoryAuditors of the company till the conclusion of the Annual General Meeting of the companyto be held in the year 2019 (subject to ratification of their re- appointment at everyAGM) with remuneration shall be decided by the Board in consultation with the AuditCommittee.
12. Auditors* Report
The observations made by the Auditors are self- explanatory and do not require anyfurther clarification. Further the explanations or comments by the Board on everyqualification reservation or adverse remark or disclaimer made by the auditor in hisreport shall be given.
13. Share Capital
Issue of equity shares with differential rights
The Company has not issued any of its securities with differential rights during theyear under review.
Buy Back of Securities
The company has not bought back any of its securities during the year under review.
Sweat Equity Bonus Shares & Employee Stock Option Plan
The company has neither issued sweat equity or bonus shares nor has provided any stockoption scheme to the employees.
Preferential Issue of Capital
The company has issued 3000000 equity shares of Rs 10/- each amounting to Rs.30000000/- on preferential basis to Non- Promoters during the year.
14. Extract of the Annual Return
The extract of the Annual Return pursuant to the provisions of section 92 read withRule 12 of the Companies (Rules) 2014 is furnished in Annexure A (MGT - 9) and isattached to this Report
15. Conservation of energy. Technology absorption and Foreign exchange earnings andOutgo
The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure ofparticulars of conservation of energy and technology absorption prescribed by the rulesare not applicable to our company. The company does not have any Foreign Exchangetransactions during the financial year.
16. Corporate Social Responsibility tCSRl
As the company does not have net worth of rupees five hundred crore or more orturnover of rupees one thousand crore or more or a net profit of rupees five crore or moreduring any financial year the disclosures as per Rule 9 of Companies (Corporate SocialResponsibility Policy) Rules 2014 is not applicable.
A) Changes in Directors and Key Managerial Personnel
During the period under review following changes were made in the composition of theBoard of Directors and Key Managerial Personnel:
i) Mr. Manendra Pratap Singh was appointed as Executive Director of the company w.e.f 4thNovember 2014 and his appointment was regularized at the Extra-ordinary GeneralMeeting held on 18th December 2014.
ii) Mrs. Manju Devi Chirimar resigned from the directorship of the company w.e.f 26thDecember 2014.
iii) Ms. Ritika Jain was appointed as the Company Secretary w.e.f 26thDecember 2014.
iv) Mr. Rommel Rocky Rodrigues was appointed as Executive Director w.e.f 4thFebruary 2015 and he was appointed as the Managing Director of the Company for a periodon five years w.e.f 26th March 2015.
v) Mr. Raghav Chirimar resigned from the directorship of the company w.e.f 26thMarch 2015.
vi) Mr. Manendra Pratap Singh director of the company will also be appointed as theChief Financial Officer and Mrs. Savita Kishan Bhaliya will be appointed as an IndependentDirector w.e.f 28th May 2015
18. Number of meetings of the Board of Directors
Six Meetings of the Board of Directors were held during the financial year 2014-15.These were held on the following dates:
i) 30/06/2014; ii) 23/08/2014; iii) 04/11/2014; iv) 04/02/2015; v) 06/03/2015 and vi)26/03/2015.
19. Order of Court
The company is not subject to any legal proceedings and claims which will have amaterial or adverse effect on the going concern status or company's operations orfinancial conditions.
20. Sexual Harassment Of Women At Work Place
The Company has in place a policy in line with the requirements of The SexualHarassment of Women at Workplace (Prevention Prohibition 8s Redressal) Act 2013.Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this Policy. There were nil complaints received during the year underreview.
22. Particulars of Loans. Guarantees or Investments
There are no Loans guarantees or Investments as per section 186 of the Companies Act2013.
23. Particulars Of Contracts Or Arrangements With Related Parties:
Your company has no material individual transactions with its related parties which arecovered under section 188 of the Companies Act 2013 which are not in the ordinary courseof business and not undertaken on an arm's length basis during the financial year 2014-15.
24. Managerial Remuneration:
The Company earned minimal profit during the year so the Company has not provided anyManagerial Remuneration to the Directors.
25. Secretarial Audit Report
Mr. Anand Khandelia has been appointed as the Secretarial Auditor of the company. Thereis no qualification reservation or adverse remark or disclaimer made by the companysecretary in the secretarial audit report.
26. Corporate Governance Certificate & Management Discussion and Analysis Report
The Corporate Governance certificate from the auditors regarding compliance ofconditions of corporate governance as stipulated in Clause 49 of the Listing agreement andthe Management Discussion and Analysis Report has been annexed with the report.
27. Risk management policy
The company does not have any Risk Management Policy as the element of risk threateningthe Company's existence is very minimal.
28. Directors* Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirmthat-
(a) in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;
(b) the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;
(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts on a going concern basis;
(e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and
(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Your Directors would like to express their appreciation of the co-operation andassistance received from the shareholders bankers and other business constituents duringthe year under review.
|For and on behalf of the Board of Directors || |
|Sd/ ||Sd/ |
|ROMMEL ROCKY RODRIGUES ||MANENDRA PRATAP SINGH |
|(Managing Director) ||(Director) |
|DIN: 01851523 ||DIN: 01211097 |
|Place: Kolkata || |
|Date: 28/05/2015 || |