Greenearth Resources & Projects Limited
Your Directors have pleasure in presenting their Report and Audited Accounts of theCompany for the year ended March 31. 2017.
1. Financial Results:
|Current Period (in Rs.) ||Previous Year (in Rs.) |
|3000000 ||3986760 |
During the financial year 2016-17 the turnover of the company is lesser as compare tothe previous year. The financials for the financial year 2016-17 is as follows:-
|PARTICULARS || |
| ||31 ST March 2017 ||31 ST March 2016 |
| ||(Rs.) ||(Rs.) |
|Sales and other Income ||3002885 ||4107968 |
|Total Expenditure ||106136416 ||192808948 |
|Profit before tax ||(103133531) ||(188700980) |
|Profit/(Loss) for the period ||128044651 ||(188700980) |
2. Dividend: .
In view of losses the directors of company has not recommended any dividend for thecurrent Period.
3. Fixed Deposits:
During the Period Your Company has not accepted any public deposits during thefinancial period under review.
4. RELATED PARTY TRANSACTIONS
There are Related Party Transactions that were entered into during the financial yearwere on an arm's length basis in the ordinary course of business and were in compliancewith the applicable provisions of the Act and the Listing Regulations. There were nomaterially significant Related Party Transactions made by the Company during the year thatwould have required Shareholder approval under the Listing Regulations.
All Related Party Transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained for the transactions which arerepetitive in nature. A statement of all Related Party Transactions is placed before theAudit Committee for its review on a quarterly basis specifying the nature value andterms and conditions of the transactions.
The Company has adopted a Related Party Transactions Policy. The Policy as approved byttie Board is uploaded on the Compan/s website.
Details of the transactions with Related Parties are provided in the accompanyingfinancial statements.
5. RISK MANAGEMENT .
Risk management comprises all the organizational rules and actions for earlyidentification of risks in the course of doing business and the management of such risks.
Although not mandatory as a measure of good governance the Company has constituted aRisk Management Committee of the Board. The Committee reviews the Company's performanceagainst identified risks formulates strategies towards identifying new and emergent risksthat may materially affect the Company's overall risk exposure and reviews the RiskManagement Policy and structure.
This robust Risk Management framework seeks to create transparency minimize adverseimpact on business objectives and enhance the Company's competitive advantage.
The Internal Audit Department is responsible for facilitating coordination with theheads of various Departments with respect to the process of identifying key risksassociated with the business manner of handling risks adequacy of mitigating factors andrecommending corrective action. The major risks forming part of the Enterprise RiskManagement process are linked to the audit universe and are also covered as part of theannual risk based audit plan.
The Company has adopted a Risk Management Policy pursuant to Section 134 of the Act
6. Information under Section 196*202 of Companies Act 2013 and Rule 3-10 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014
None of the employees was in receipt of remuneration exceeding the fimit specifiedunder section 196-202 of Companies Act 2013.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointment and Retirement:
To appoint a Director in place of Smt Shailbala Sunil Mandloi who retires by Rotationat the Annual General Meeting and being eligible offers him for reappointment
Mr. Sourav Ganguly has been appointed as Managing Director of tie Company pursuant toSections 196 197 and other applicable provisions if any of the Companies Act 2013 (theAct*) (including any statutory modification or re-enactment thereof for the time being inforce) read with Schedule V to the Act aid the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014with effect from 31st July.2017 to hold office for aterm of Three consecutive years on the terms and conditions agreed between Board ofDirectors and Mr. Sourav Ganguly.
Mr. Alok Bayen Executive Directors of the Company has been resigned from theDirectorship of the company with effect from 9th August 2017
Mr.Loknath MishraThe Non executive independent Directors of the Company has beenresigned from the Directorship of the company with effect from 9th February 2017.
Mr.Bikash Kumar Prahallad Tiwari Directors of the Company has been resigned from theDirectorship of the company with effect from 9th February 2017.
8. Director's Responsibility Statement:
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the Internal Statutory andSecretarial Auditors including audit of the internal Financial controls over financialreporting by the Statutory Auditors and the reviews performed by Management and therelevant Board Committees including the Audit Committee the Board is of the opinion thatthe Company's internal financial controls were adequate and effective during the financialyear 2016-17.
Pursuant to in terms of clause (c) of sub-section 3 of Section 134 & Section 134(5)of the Companies Act 2013 ttie directors based on the representations received from theManagement confirm:
That in the preparation of the annual accounts the applicable accounting standardshave been followed That we have selected such accounting policies aid applied themconsistently aid 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 March 2017and the profit I Loss of the Company for that period.
That we have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with ttie provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities -
That we have prepared the annual accounts on a going concern basis.
(1) Statutory Auditors:
The Board has proposed the appointment of New statutory auditor of the company Mr.Shailesh Agarwal having Membership No. 063220 Partner of SARP ASSOCIATES. CharteredAccountants (Firm Registration No. 007375C) Address at 1054 Fairlee palace Hmp House.Kolkata-700001 as a Statutory Auditor of the Company untB the conclusion of Next AnnualGeneral Meeting of ttie company at a remuneration as the Board of Directors may determine."Subject to the approval of the shareholders in the Annual General Meeting of thecompany;
(2) Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed Megha Modi .Practicing Company Secretary in practice (Memb No:390888) toundertake the Secretarial Audit of the Company for the year ended 31st March 2017. TheSecretarial Audit Report is annexed in the Annual Report
10. Conservation of Energy Research and Development Technology Absorption andForeign Exchange Earning & Outgo
The information required under the Companies Act 2013 with respect to conservation ofenergy technology absorption and foreign exchange eamings/outgo is appended hereto asAnnexure: "A" and it forms part of this Report
11. Employee Relations
The employee relations in the Company continued to be positive. Information as perSection 134 of the Companies Act 2013 (the 'Act') read with the Companies (PartK-'lars ofEmployees) Rules 1975 forms part of this Report As per the provisions of Section 136 erfthe Act the Report and Accounts are being sent to the shareholders of the Companyexcluding the statement on particulars of employees under Section 134 of the Act Anyshareholder interested in obtaining a copy of the said statement may write to theSecretarial Department at the Registered Office of the Company.
12. Trade Relations
Your Directors wish to record appreciation of the continued unstinted support andco-operation from its Customers suppliers of goods/services clearing and forwardingagents and all others associated with it. Your Company will continue to build and maintainstrong association with its business partners.
Your Company also has a Policy on Prevention of Sexual Harassment which is reviewed bythe Internal Complaints Committee at regular intervals. Your Company recognizes itsresponsibility and continues to provide a safe working environment for women free fromsexual harassment and discrimination and to boost their confidence morale andperformance.
13 Corporate Governance Report Management Discussion & Analysis Report andBusiness Responsibility Report
As per clause 49 of the Listing Agreements entered into with the Stock ExchangesCorporate Governance Report with auditors' certificate thereon and Management Discussionand Analysis are attached and form part of this report.
As per clause 55 of the Listing Agreements entered into with the Stock Exchanges aBusiness Responsibility Report is attached and forms part of the annual report.
The Directors thank the Company's customers vendors investors business associatesbankers for their support to the company. The Directors appreciate and value thecontributions made by every member of the "Greenearth" family across thecountry.
| ||For and On Behalf of the Board of Directors |
| ||Sd/- |
| ||Sourav Ganguly |
|Place: Mumbai ||Managing Director |
|Date: August 23 2017 || |
ANNEXURE-A TO THE BOARD'S REPORT
[Pursuant to Section 134(3)(m) of The Companies Act 2013 read with Rule 8(3) of TheCompanies (Accounts) Rules 2014]
CONSERVATION OF ENERGY RESEARCH & DEVELOPMENT TECHNOLOGY ABSORPTION & FOREIGNEXCHANGE EARNINGS AND OUTGO
A. CONSERVATION OF ENERGY
The operations of the company are not energy intensive. However wherever possible thecompany strives to curtail the consumption of energy on continued basis. Further companyhas absorbed latest technology which is helpful in conserving energy.
B. TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION
The Company over the Periods through its experience has developed modified and adoptedunique technique of stamping of LAM Coke which increases the efficiency of Coke.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign exchange earnings and outgo during the Period 2016-2017 are as under.
|PARTICULARS ||Current Period 31.03.17 ||Previous Period 31.03.2016 |
|Foreign Exchange ||NIL ||NIL |
|Earnings Foreign ||NIL ||NIL |
|Exchange Outgo || || |
| ||By Order of the Board of Directors |
| ||Sd/- |
| ||Sourav Ganguly |
|Place: Mumbai ||Managing Director |
|Date: August 23 2017 || |