Your Directors are pleased to present the Twenty Sixth Annual Report along with theAudited Financial Statement of the Company for the financial year ended on March 312015.
1. FINANCIAL RESULTS
The summarized Financial results are as under:
| || ||(Rupees in Lacs) |
| ||Year ended ||Year ended |
| ||31.03.2015 ||31.03.2014 |
|Total Income ||7557.46 ||7067.00 |
|Profit before Interest || || |
|depreciation & Tax ||41.97 ||58.84 |
|Less: Interest ||9.28 ||20.46 |
|Profit before Depreciation & Tax ||32.69 ||38.38 |
|Less: Depreciation ||7.86 ||14.05 |
|Profit / (Loss) before Tax ||24.83 ||24.33 |
|Less: Provision for Tax ||8.03 ||6.76 |
|Profit / (Loss) after Tax ||16.80 ||17.57 |
|Add: Surplus brought forward ||201.04 ||183.47 |
|Surplus carried to Balance Sheet ||217.88 ||201.04 |
There has been marginal increase in the profit during the year. Due to adverse marketsituation your company expects challenging time during the year.
In view of Marginal Profit the Board does not recommend any dividend.
4. CONSERVATION OF ENERGY. TECHNOLOGICAL ABSORPTION. FOREIGN EXCHANGE EARNING &OUTGO:
The Company has no activities requiring disclosures relating to conservation of Energyetc. The Technology is indigenous based on hand process. During the year under review theearnings Foreign Currency was Rupees NIL and the Expenditure in Foreign Currency wasRs.3087.65 Lacs.
5. EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12 (1) of the Companies(Management and Administration) Rules 2014 the details forming part of the extract ofthe Annual Return in Form MGT-9 is annexed herewith marked as Annexure "A"
6. DIRECTOR AND KEY MANAGERIAL PERSONNEL:
Mr. Gopal Das Sarda Director of the Company liable to retire by rotation and beingeligible has offered himself for re-appointment.
Mr. Joydev Roymazumder has resigned from the post of director with effect from23.02.2015. The Board places on record its appreciation for the valuable contribution madeby him during their tenure as Director of the Company.
The Board has approved the appointment of Mr. Anup Kumar Saha as CFO and Mr. DebashishDutta as Independent Director of the company with effect from 02 March 2015 and 22ndJune 2015 respectively.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under section149(6) of the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.
7. Board Evaluation:
Pursuant to the provisions of Companies Act 2013 and Listing Agreements the Board hascarried out an evaluation of its own performance the directors individually as well asthe evaluation of the working of its Audit Committee and Nomination and RemunerationCommittee. During the year the Board adopted a formal mechanism for evaluating itsperformance and as well as that of its Committees and individual Directors including theChairman of the Board. The exercise was carried out through a structured evaluationprocess covering various aspects of the Boards functioning such as composition of theBoard & committees experience & competencies performance of specific duties& obligations attendance of the meetings governance issues etc. Separate exercisewas carried out to evaluate the performance of individual Directors including the BoardChairman who were evaluated on parameters such as attendance contribution at the meetingsand otherwise independent judgment safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.
8. Remuneration Policy:
The terms of reference / role of the Nomination and Remuneration Committee is todetermine the Company's policy on the remuneration package of its Executive Directors andto determine and approve the terms & conditions and remuneration package of itsExecutive Directors including revision there of from time to time and to deliberate onand decide matters incidental thereto or consequential thereof.
The details of the Board Meeting and General Meeting are given in Annexure'B'.
10. DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act 2013 with respect to Directors'Responsibility Statement it is hereby confirmed:
(a) That in the preparation of Annual Accounts the applicable Accounting Standard hasbeen followed.
(b) That 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 as on 31st March 2015 andthe Profit and Loss for that period.
(c) That the Directors have taken proper and sufficient care for maintenance ofadequate accounting Records in accordance with the provisions of the Companies Act 2013for safeguarding assets of the Company and for preventing and detecting frauds and otherirregularities.
(d) That the Directors have prepared the Annual Accounts on 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.
(f) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
11. AUDIT COMMITTEE:
The Audit Committee of the Board of Directors of the Company consists of Sri AnjanKumar Dutta as (Chairman) and Sri Gopal Das Sarda and Sri Shibnath Mazumder as Members.All the recommendations made by the Audit Committee were accepted by the Board.
12. STAKEHOLDERS' RELATIONSHIP COMMITTEE:
Mr. Anjan Kumar Dutta Independent non-executive director is the Chairman of theCommittee.
Mr. Gopal Das Sarda is the member of the Committee. Terms of Reference of theStakeholders Relationship Committee has been revised as per the guidelines set out in thelisting agreement with the BSE Limited and the Companies Act 2013 which inter aliainclude looking into the security holders grievance issue of duplicate shares exchangeof new share certificates recording dematerialization of shares and related matters.
13. RELATED PARTY TRANSACTION:
All Related Party Transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Key ManagerialPersonnel or other designated persons which may have potential conflict with interest ofthe Company at large. Your Directors draw attention of the members to Notes to thefinancial statement which sets out related party disclosures.
14. CODE OF CONDUCT:
The Company has a Code of Conduct which is applicable to directors and managementpersonnel of the Company. The Company believes in conducting business in accordance withthe highest standards of business ethics and complying with applicable laws rules andregulations.
The Code lays down the standard procedure of business conduct which is expected to befollowed by the directors and management personnel in their business dealings and inparticular on matters relating integrity in the work place in business practices andcomplying with applicable laws etc. All the directors and management personnel havesubmitted declaration confirming compliance with the code.
15. BONUS ISSUE:
The Company has not allotted any bonus issue during the year.
16. ISSUE OF SHARES:
During the Financial year ended 31 st March 2015:
i) The Company has not granted any Employees Stock Option.
ii) The Company has not issued any Sweat Equity Shares.
iii) The Company has not issued any equity shares with differential rights.
17. PUBLIC ISSUE:
During the year under review your Company has not issued any securities to the public.
18. PUBLIC DEPOSIT:
During the Year the Company has not accepted any Deposit from the Public within themeaning of section 73 of the Companies Act 2013.
19. PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE. GUARANTEES GIVEN AND SECURITIESPROVIDED:
Particulars of Loans given Investments made Guarantees given and Securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the financial statement.
20. DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THECOMPANIES ACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014.
The required details are provided in Annexure 'C' annexed to this Report.
21. RISK MANAGEMENT POLICY:
Pursuant to section 134(3) (n) of the Companies Act 2013 the Board of directors ofthe Company has adopted a Risk management Policy of the Company. The Company managesmonitors and reports on the principal risks and uncertainties that can impact its abilityto achieve its strategic objectives.
The Company has introduced several improvements to Integrated Enterprise RiskManagement Internal Controls Management and Assurance Frameworks and processes to drive acommon integrated view of risks optimal risk mitigation responses and efficientmanagement of internal control and assurance activities. This integration is enabled byall three being fully aligned across Group wide Risk Management Internal Control andInternal Audit methodologies and processes.
22. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company promotes ethical behaviour in all its business activities and has put inplace a mechanism for reporting illegal or unethical behaviour. The Company has a Vigilmechanism and Whistle blower policy under which the employees are free to reportviolations of applicable laws and regulations and the Code of Conduct. The reportablematters may be disclosed to the Ethics and Compliance Task Force which operates under thesupervision of the Audit Committee. Employees may also report to the Chairman of the AuditCommittee. During the year under review no employee was denied access to the AuditCommittee.
23. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees ofthe Company.The Code requires preclearance for dealing in the Company's shares and prohibits thepurchase or sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. All the Board of Directors anddesignated employees have confirmed compliance with the Code.
24. 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 weakness in the design or operation were observed. During the year the companyappointed M/s R N Sen & Co. Chartered Accounts as an internal auditor. The firm isauthorized to by the Audit Committee to access the adequacy and compliance of internalcontrol process statutory requirements etc. The Audit Committee met regularly to reviewreports submitted by the Internal Auditor. The Audit Committee upon discussion withinternal auditor set up applicable control measures for the Company.
25. STATUTORY AUDITORS:
M/S K.M TAPURIAH & CO Statutory Auditors of the Company hold office till theconclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Theyhave confirmed their eligibility to the effect that their re-appointment if made wouldbe within the prescribed limits under the Act and that they are not disqualified forre-appointment. The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.
26. SECRETARIAL AUDITOR:
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Mr. B. L. Patni a whole time Company Secretary in practice having MembershipNo. 1321 to undertake the Secretarial Audit of the Company. The Secretarial Audit Reportfor the financial year ended March 31 2015 is annexed herewith to this Report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark. As regards observations made by the Secretarial Auditor we are to state thatnecessary steps are being taken to comply with the requirements.
27. MATERIAL CHANGES:
There are no material changes and commitments affecting the financial position of thecompany have accured between the date financial year of the Company and date of thereport. There is no change in the nature of business of the Company.
28. NOMINATION AND REMUNERATION POLICY:
The Board of Directors of the company at their meeting held on 2nd day of July 2015constituted a Remuneration Committee of Directors mainly for the purposes of recommendingthe Company's policy on remuneration package for the Managing/Executive Directorsreviewing the structure design and implementation of remuneration policy in respect ofkey management personnel. The composition of the Remuneration Committee is as follows:
|Name of the Committee Members ||Nature of Directorship ||Membership |
|SriAnjan Kumar Dutta ||Non-Exec-Independent ||Chairman |
|Sri Shibnath Mazumdar ||Non-Exec-Independent ||Member |
|Sri Debashish Dutta ||Non-Exec-Independent ||Member |
29. SUBSIDIARY COMPANY:
The Company has no Subsidiary Associates or Joint Ventures.
30. SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS:
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
Your Director further state that during the year under review there was no cases filedpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
For and on behalf of the Board the Directors wish to place on record their sincereappreciation for
the Support and continued co-operation received from Banks SEBI Shareholderscustomers
and all the staffs of the Company during the year.
By Order of the Board
For ENTERPRISE INTERNATIONAL LTD.
|Place : Kolkata || |
|Dated : 30th July 2015 ||GOPAL DAS SARDA |