For The Financial Year 2015-16
Your Directors have pleasure in presenting their 33rd Annual Report on thebusiness and operations of the Company together with the audited financial statements forthe financial year ended March 31st 2016. The financial performance of theCompany for the financial year ended March 31 2016 is summarized below:
| || ||(Amount in Rs.) |
|Particulars ||2015-16 ||2014-15 |
|Profit Before Tax & Provision ||685197 ||930458 |
|Less: Provision For Tax ||211726 ||282588 |
|Profit After Tax ||473471 ||647870 |
|Profit/ Loss brought Forward From Previous Year ||1153196 ||505326 |
|Profit Carried Forward ||1626667 ||1153196 |
|Basic/ Diluted Earnings Per Share ||0.02 ||0.03 |
The Directors have not recommended any dividend for the financial year 2015-16 in viewof reinvestment of the surplus in order to maintain a healthy capital adequacy ratio tosupport long term growth of your company.
1.2 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.
The Company does not propose to transfer any amount to the General Reserve out ofamount available for appropriations.
2. Brief description of the Companys working during the year
The company is mainly into Textile Business and engaged in trading activities. The mainobject of the company is to cater to the growing industry and offer its products to allthe age groups. The company is slowly progressing towards becoming a one stop shop for allthe retailers. The company is planning to venture into trading of other merchandiseproducts through the existing chain of Whole sellers and retailers.
3. Change in the Nature of Business
The Company has changed its name but has not undergone any changes in the nature of thebusiness during the financial year.
4. Listing at BSE Ltd
The Company vides its board resolution dated 6th November 2015 executedListing agreement with BSE Ltd. The equity shares of the company were listed and admittedto dealings at BSE Limited w.e.f 4th May 2015.
5. Delisting from CSE Ltd
The benefits accruing to the investors by keeping the equity shares listed on TheCalcutta Stock Exchange Ltd. do not commensurate with the cost incurred by the Company forthe continued listing on The Calcutta Stock Exchange Ltd. Therefore the Company vides itsboard resolution dated 26th February 2016 approved to initiate voluntary delisting of theequity shares of the Company from The Calcutta Stock ExchangeLtd. without giving exitopportunity to the shareholders and also continuing the listing of the equity shares atBSE Limited which is having nationwide trading terminals. The said application is underprocess and the final delisting approval is awaited.
6. Change in Name
The Company has changed its name from "Haricharan Projects Limited" to"Layla Textile and Traders Limited" in order to give a more meaningful namewithout changing its business activities. The Registrar of Companies West Bengal hasissued new certificate of incorporation recording the new name w.e.f. 12th May 2016.
Pursuant to Regulation 45(1) of SEBI LODR Regulations 2015 we would like to statethat 100% of the revenue from operations is generated from textile business as per ourlatest financials enclosed herewith.
The above resolution along with Shifting of registered Office from "State ofWest Bengal" to "State of Maharashtra" was approved by shareholders viapostal ballot.
7. Internal Financial Control Systems and their Adequacy
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Companys policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
8. Particulars of Loans Guarantees or Investments by the Company under Section186 of the Companies Act 2013
There are no Loans guarantees or Investments as per section 186 of the Companies Act2013.
9. Particulars of Contracts or Arrangements with Related Parties
The company has no material individual transactions with its related parties which arecovered under section188 of the Companies Act2013 which are not in the ordinary courseof business and not undertaken on an arms length basis during the financial year2015-16.
The Company has not accepted any public deposits during FY 2015-16 and as such noamount on account of principal or interest on public deposits was outstanding as on thedate of the balance sheet. Since the Company has not accepted any deposits during FY2015-16 there has been no non-compliance with the requirements of the Act.
11. The details of Significant and Material Orders passed by the Regulators or Courtsor Tribunals impacting the going concern status and the companys operation in future
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and the companys operation in future.
12. Risk management policy
The company does not have any Risk Management Policy as the element of risk threateningthe Companys existence is very minimal.
13. Detailsof Subsidiary/Joint Ventures/Associate Companies
The Board approved to dispose of the investments made in the subsidiary companies. As aresult there are no subsidiaries/ Associates/ Joint Ventures as on 31st March2016.
14. Issue and Allotment of Equity Shares during the Financial Year
The Company has not issued any of its securities with differential rights during theyear under review. It has not bought back any of its securities and has neither issuedsweat equity or bonus shares nor has provided any stock option scheme to the employee.
15. Changes in Directors and Key Managerial Personnel
Pursuant to the Resolution of the Board of Directors passed at its meeting followingchanges took place in the composition of Board of Directors:
i) Resignation of Ms. Karabi Sarkar from the post of Company Secretary of the Companyw.e.f. 31st July 2015.
ii) Appointment of Mr. Virendra Kanshiram Goyal and Ms. Sangita Suresh Chaudhari as anadditional director w.e.f. November 17th 2015 and their resignation w.e.f. 9thMarch 2016.
16. Declarations by Independent Directors
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down in Section 149(6) of the Companies Act 2013.
17. Board Evaluation
Pursuant to the provisions of the Companies Act2013 and SEBI (Listing Obligations& Disclosure Requirements) Regulation 2015 the Board has carried out the annualperformance evaluation of its own performance and the Directors individually.
18. Managerial Remuneration
During the year the company paid Rs. 149400 as managerial remuneration to Mr. AnupKumar Shah Managing Director.
19. Number of Board Meetings
During the year eight Board Meetings were held on29th May 2015 31st July2015 1st September 2015 6th November201517th November201512th February 2016 26th February 2016 and 9th March2016.
20.Directors Responsibility Statement
Pursuant to sub-section (5) of Section 134 of the Companies Act 2013 with respect tothe Directors Responsibility Statement it is hereby confirmed:-
(a) in the preparation of the annual accounts the applicable accountingstandards had 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 ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets 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 bythe company and that such internal financial controls are adequate and were operatingeffectively and
(f) the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
21. Auditors Statutory Auditors
M/s GHOSH & GHOSH Chartered Accountants have been re-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 every AGM)and the Directors of the Company shall fix the remuneration from time to time inconsultation with the Audit Committee.
M/s RAGHUNATH MANDAL Company Secretaries was appointed to conduct the secretarialaudit of the Company for the fiscal 2016 as required under Section 204 of the CompaniesAct 2013 and Rules thereunder. The Secretarial Audit Report for fiscal 2016 forms part ofthe Annual Report as Annexure to the Boards Report. The Secretarial Audit Reportdoes not contain any qualification reservation or adverse remark.
Auditors Report and Secretarial Auditors Report
The auditors report and secretarial auditor's report does not contain anyqualification reservation or adverse remarks.
Internal Audit Report
M/S RINKU JAIN & CO Chartered Accountants the internal auditor has submitted herreport based on the internal audit conducted during the year.
22. Vigil Mechanism
The company has a Whistle Blower Policy to deal with instances of fraud andmismanagement if any. The detail of establishment of such mechanism has been disclosed onthe website.
23. Familiarisation Programme for Independent Directors
In terms of Reg. 25(7) of the SEBI (LODR) Regulations 2015 your Company is required toconduct the Familiarisation Programme for Independent Directors (IDs) to familiarise themabout their roles rights responsibilities in your Company nature of the industry inwhich your Company operates business model of your Company etc. through variousinitiatives. The details of such familiarization programmes are available on yourCompanys websitewww.hprojects.org
24. 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 & 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.
25. Conservation of Energy Technology Absorption Foreign Exchange Earnings and outgo
The provisions of section 134 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.
26. Corporate Social Responsibility (CSR)
As the company does not have net worth of rupees five hundred crore or more orturnover of rupees one thousand croreor 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.
27. 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 is attachedto this Report.
28. Management Discussion & Analysis Report
The Management Discussion & Analysis Report forms part of this Annual Report.
29. Corporate Governance Report
In accordance with good corporate governance practices a report on CorporateGovernance as at March 31 2016 forms part of the Annual Report. A Certificate from aStatutory Auditor confirming status of compliances of the conditions of CorporateGovernance is annexed to this Report.
30.Committees of the Board
Currently the Board has three committees: the Audit Committee the Nomination andRemuneration Committee and Stakeholders Relationship Committee. A detailed note onthe composition of the Board and its committees is provided in the corporate governancereport section of this Annual Report.
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/- |
|Anup Kumar Shah ||Manish Jani |
|Managing Director ||Director & Chief Financial Officer |
|DIN: 02493641 ||Din: 02643464 |
|Place: Kolkata || |
|Date: 30th May 2016 || |