The Board of Directors present 22nd Annual Report and the Audited Financial Results ofthe Company for the six months period ended 31st March 2015.
|Particulars ||For 6 months ended 31.03.15 ||For 12 months ended 30.09.2014 |
|Total Income ||2920.69 ||22794.05 |
|Total Expenditure ||2896.56 ||22762.20 |
|Pro fi t before Tax ||24.13 ||31.85 |
|Less : Provision for Tax ||(0.19) ||0.91 |
|Profit after Tax ||24.32 ||30.94 |
|Add : Balance brought forward ||113.52 ||82.58 |
|Adjustment for earlier year depreciation ||(0.51) ||- |
|Adjustment for earlier year Deferred Tax on Depreciation ||(0.15) ||- |
|Balance carried to Balance Sheet ||137.18 ||113.52 |
REVIEW OF OPERATIONS
During the period ended under review the Company has earned total income of ' 2920.69lacs as against ' 22794.05 lacs registered in the previous year. During the period endedthe Company has earned Profit After Tax of ' 24.32 lacs as against ' 30.94 lacs in theprevious year.
In order to conserve the resources your directors do not recommend any dividend forthe period under review.
The equity shares of the Company are listed at the Bombay Stock Exchange Ltd. (BSE).The Company has paid listing fees to the BSE for the financial year 2015-16.
The Company has a Subsidiary viz. Happy Mining Pty Ltd Australia. During the periodAvondale Resources Pty Ltd Australia ceased to subsidiary of Happy Mining Pty Ltd andtherefore also ceased to be a subsidiary of the Company. A report on the performance andfinancial position of Happy Mining Pty Ltd. is provided as a part of the financialstatement.
As required under Clause 49 of the Listing Agreement with the Stock Exchange a reporton the Corporate Governance along with Certificate of the Auditors and a Report onManagement Discussion and Analysis are annexed and forms part of this Annual Report.
Appointment of Independent Directors :
Mr. Sajjan Kumar Tailor and Mr. Raj Narayan Yadav have been appointed on the Board ofthe Company as Independent Director for a period of 5 years upto 31st March 2019. TheIndependent Directors have given declarations that they meet the criteria of independenceas laid down under Section 149(6) of the Companies Act 2013 and Clause 49 of the ListingAgreement.
Appointment of Additional Director :
The Board has appointed Mrs. Kanta Bajoria as an additional director w.e.f. 30.03.2015to hold office upto the conclusion of the ensuing Annual General Meeting.
Number of Board Meetings held :
The Board of Directors duly met five times on 10.11.2014 17.11.2014 29.11.201414.02.2015 and 02.03.2015.
The Company has not accepted or renewed any Public Deposits as defined underprovisions of Chapter V of the Companies Act 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement your Directors hereby confirm and statethat -
a) in the preparation of the annual accounts for the six months period ended 31stMarch 2015 the applicable accounting standards have been followed along with properexplanation relating to material departures;
b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the period ended 31st March 2015 andof the profit of the company for the same period;
c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls in the company that are adequate andwere operating effectively.
f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.
The Audit Committee comprises of Mr. S. K. Tailor - Chairman and Mr. R. N. Yadav andMr. D. C. Bajoria - as Members. The committee periodically discusses with the StatutoryAuditors about the internal control system the scope of audit and reviews the financialstatements before submission thereof to the Board and ensures compliance of internalcontrol system apart from considering any reference made to it by the Board of Directors.
M/s. N. C. Banerjee & Co. Chartered Accountants retires as Statutory Auditors ofthe Company at the ensuing Annual General Meeting and are eligible for re-appointment. Asrequired under Section 139 of the Companies Act 2013 the Company has received a writtenconfirmation from them to the effect that their reappointment if made would be subjectto the conditions as prescribed under Rule 4 of the Companies (Audit and Auditors) Rules2014 and that they are not disqualified from being appointed as Statutory Auditors of theCompany.
The observations of the Auditors in their Report read with relevant notes on theAccounts as annexed are self explanatory and they do not call for further explanation inthis Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the companies Act 2013 relating to the corporatesocial responsibility are not applicable as the Company does not fall in any of thecriteria mentioned in that Section.
SECRETARIAL AUDIT REPORT
According to the provision of section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit Report submitted by Mr. S. K. Ghosh Company Secretary in Practice isannexed herewith as Annexure - A.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-B.
RISK MANAGEMENT POLICY
Board of Directors have formulated and implemented a risk management policy for thecompany. The Board has been addressing various risks impacting the Company includingidentification therein of elements of risk if any which in the opinion of the Board maythreaten the existence of the company.
In pursuance to the provisions of Section 177 (9) & (10) of the Companies Act 2013and provisions of the Listing Agreement a Vigil Mechanism Policy for directors andemployees to report genuine concerns has been established.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP/ EMPLOYEES)
The disclosures of particulars of employees required under Section 134 (3) (q) andSection 197 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is not applicable to the Company as it did not pay during the yearany remuneration to any of the Directors of the Company.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION ETC.
The Nomination and Remuneration Committee of the Company has framed a suitable policyon Directors' appointment which identifies the qualifications positive attributesindependence of the Directors. The Committee has also recommended to the Board a Policy onremuneration for the Directors Key Managerial Personnel and other employees.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The Company has no information and details to disclose pursuant to Section 134 of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) rules 2014 regardingconservation of energy technology absorption.
The foreign exchange earning and outgo during the year under review are as follows:
a) Foreign Exchange Earning: ' Nil
b) Foreign Exchange Outgo: ' 989.40 Lakhs.
RELATED PARTY TRANSACTIONS
The disclosure of the Related Party transactions are given in the prescribed Form AOC-2is annexed as Annexure-C.
LOANS GUARANTEES AND INVESTMENT
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
The Directors place on record their gratitude to the bankers media Government andother agencies for their assistance cooperation and encouragement extended to theCompany. The Directors also wish to place on record their sincere thanks and appreciationfor the continuing support and unstinted efforts of investors and employees during theyear under review.
| ||For and on behalf of the Board |
|Place : Kolkata ||S. K. Tailor |
|Date : 30th May 2015 ||Director |