The Board of Directors present 24th Annual Report and the Audited Financial Results ofthe Company for the year ended 31st March 2017.
| || ||(Rs in lacs) |
|Particulars ||For the Year ended 31.03.17 ||For the Year ended 31.03.16 |
|Total Income ||233.62 ||49517.23 |
|Total Expenditure ||232.01 ||49511.29 |
|Profit before Tax ||1.61 ||5.94 |
|Less : Provision for Tax ||(0.08) ||(0.03) |
|Profit after Tax ||1.69 ||5.97 |
|Add : Balance brought forward ||143.15 ||137.18 |
|Balance carried to Balance Sheet ||144.84 ||143.15 |
REVIEW OF OPERATIONS
During the period ended under review the Company has earned total income of Rs. 233.62lacs as against Rs. 49517.23 lacs registered in the previous year. During the periodended the Company has earned Profit After Tax of Rs.1.69 lacs as against Rs. 5.97 lacs inthe previous 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 2016-17.
The Company has a Subsidiary viz. Happy Mining Pty Ltd Australia. A report on theperformance and financial position of Happy Mining Pty Ltd. is provided as a part of thefinancial statement.
Under the provisions of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a report on the Corporate Governance along with Certificate of theAuditors and a Report on Management Discussion and Analysis are annexed and forms part ofthis Annual Report.
Ms. Kajal Ramesh Bhatia who retires by rotation and being eligible offers herself forre-appointment as a Director as per Section 152 of the Companies Act 2013.
All Independent Directors have submitted the declaration of independence as requiredpursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 Number of BoardMeetings held:
The Board of Directors duly met 6 times on 07.04.2016 30.05.2016 13.08.201614.11.2016 14.02.2017 22.03.2017.
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 year ended 31st March 2017 theapplicable accounting standards have been followed along with proper explanation relatingto 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 year ended 31st March 2017 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. Raj Narayan Yadav-Chairman and Mr. Sajjan KumarTailor and Ms. Rashmeetkaur Balwantsingh Arora as Members. The committee periodicallydiscusses with the Statutory Auditors about the internal control system the scope ofaudit and reviews the financial statements before submission thereof to the Board andensures compliance of internal control system apart from considering any reference made toit 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 Auditors' Report read with relevant Notes do not contain any adverse remarks orobservation and hence do not call for any explanation in this 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
Mr. Samir Kumar Ghosh Company Secretary in Practice has submitted Secretarial auditReport (annexed as Annexure A) in terms of section 204 of the Companies Act 2013.Asregarding his observation on certain appointment like CFO the Board of Directors submitsthat the same will be complied with in due course of time.
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 SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 a Vigil Mechanism Policy for directors and employees to report genuine concerns hasbeen established.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP/ EMPLOYEES)
The disclosures of parti culars of employees required under Section 134 (3) (q) andSecti on 197 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as under:
I. The Rati o of the remunerati on of each director to the median remuneration of theemployees of the company for the financial year:
|Sl. Name of Director ||Designation ||Ratio to median remuneration of the employees |
|1. Sajjan Kumar Tailor ||Managing Director ||1.04 : 1 |
Note: None of other director received remuneration other than siffing fees during FY2016-17.
II. The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager If any in the financial year:
|Sl. Name of Employee ||Designation ||% Increase in Remuneration |
|1. Sajjan Kumar Tailor ||Managing Director ||NIL |
|2. Rajeev Kumar ||Company Secretary ||21.90% |
IV. The percentage increase in median remuneration of employees in the financial year:37%
V. The number of permanent employees on the rolls of the company: 2
VI. Average percentile increase already made in the salaries of employees other thanmanagerial personnel in the last financial year and its comparison with percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: Notapplicable
VII. It is affirmed that the remuneration paid during the year ended 31.03.2017 is asper the Remuneration Policy of the Company.
The disclosures of particulars of employees required under Section 134 (3) (q) andSection 197 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014:
Top Two Employees in terms of remuneration drawn during the year
(1) Mr.Sajjan Kumar Tailor (2) Mr. Rajeev Kumar Note: None of the employees asmentioned above has drawn remuneration during the year in excess of the prescribed limitedunder Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 201. As such the disclosures required under the said rule are not required.
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: Rs 254.91 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. We also take this opportunity to express our deep sense of gratitude to all ourcustomers dealers suppliers bankers and all other business associates for theircontinuous guidance and support to the company. The Directors also wish to place on recordtheir sincere thanks and appreciation for the continuing support and unstinted efforts ofinvestors and employees during the year under review.
| ||For and on behalf of the Board |
| ||R. N. Yadav ||S. K. Tailor |
|Place : Kolkata ||Director ||Managing Director |
|Date : 30th May 2017 ||DIN - 06778731 ||DIN-02022077 |