Your Directors have pleasure in presenting the 33rd Annual Report along with theAudited Statement of Accounts of the Company for the financial year ended 31st March2016.
| || ||(Amount in Rs. Lakhs) |
| ||31st March 2016 ||31st March 2015 |
|Profit before tax ||2.08 ||2.10 |
|Less: Tax Expense ||0.82 ||0.04 |
|Profit after tax ||1.26 ||2.06 |
|Add: Balance brought forward from previous year ||4.80 ||2.73 |
|Balance available for appropriation ||6.06 ||4.79 |
|Balance carried to Balance Sheet ||6.06 ||4.79 |
With a view to conserve resources for growth of Company the Board recommends nodividend for the year ended 31st March 2016.
TRANSFER TO RESERVE
The Company did not transfer any amount to General Reserve during the year.
The Company has neither invited nor accepted/renewed any deposits from the publicwithin the meaning of Chapter V of Companies Act 2013 or extant regulations of theReserve Bank of India during the year under review.
During the year there has been no change in the capital base of the Company whichcomprises of 10000000 Equity Shares ofRs.10/- each.
CHANGE IN NATURE OF THE BUSINESS
There has been no change in the nature of business of the Company during the year.
STATUTORY & LEGAL MATTERS
There has been no significant and/or material order(s) passed by anyRegulators/Courts/Tribunals impacting the going concern status and the Company'soperations in future.
Mr. Kuldeep Kumar Sethia is proposed to be re-appointed as Managing Director of theCompany for the term of 5 (five) consecutive years with effect from October 1 2016.
A brief resume of the Directors being re-appointed nature of their expertise inspecific functional areas names of companies in which they holds Directorships andMemberships/Chairmanships of Board Committees shareholding and relationships betweendirectors pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 with the stock exchanges is provided in Notice of the Annual General Meeting. TheBoard recommends his re-appointment.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) of the Companies Act 2013 it ishereby confirmed that:
a) In the preparation of the Annual Accounts the applicable Accounting Standards hadbeen followed along with the proper explanation relating to material departures;
b) The Directors had selected such accounting policies as mentioned in the Notes toFinancial Statements and applied them consistently and made judgements and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as on 31st March 2016 and of the profit of the Company for the year ended onthat date;
c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of Company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the Accounts for the financial year ended 31st March2016 on 'going concern' basis;
e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively in compliance with Section 134(5)(e) of the Companies Act 2013
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
DECLERATION BY INDEPENDENT DIRECTORS
The Company has received the necessary declaration from each Independent Directors ofthe Company under Section 149(7) of Companies Act 2013 that they meet the criteria ofIndependence as laid down under the provisions of Sub-section (6) of Section 149 of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
AUDITORS AND AUDITORS' REPORT
(A) Statutory Auditors :-
Pursuant to the provision of Section 139 of the Companies Act 2013 and Rules madethereunder the current auditors of the Company M/s J. Gupta & Co. CharteredAccountants are eligible to hold the office for further period of five years upto 2021.
The Members are therefore requested to appoint M/s J. Gupta & Co. CharteredAccountants as auditors for 5 (five) consecutive years from the conclusion of the ensuingAnnual General Meeting till the conclusion of the 38th Annual General Meeting to bescheduled in 2021 and to fix their remuneration for the year 2016-2017.
The observations made by the auditors in the Auditors Report are self explanatoryand do not contain any qualification or any adverse remarks and therefore need no furtherclarifications or any further explanations as required under Subsection (3) of Section 134of Companies Act 2013.
(B) Secretarial Auditor :-
The Board has appointed Mrs. Rasna Goyal Practicing Company Secretary to hold theoffice of the Secretarial Auditor and to conduct the Secretarial Audit and prepare theSecretarial Auditors Report in pursuant to Sub-section (1) of Section 204 ofCompanies Act 2013 and Rules made thereunder for the financial year 2015-16.
The report is self explanatory and do not contain any reservation qualification oradverse remarks. The Secretarial Auditors Report is annexed to this report as Annexure-A.
MEETINGS OF THE BOARD
Six meetings of the Board of Directors were held during the year. The details ofvarious Board meetings are provided in the Corporate Governance Report of this AnnualReport.
The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provision of earlier listing agreement for differentsegments of the capital market to ensure better enforceability. The said regulations wereeffective from December 1 2015. Accordingly all listed entities were required to enterinto the Listing Agreement within six months from the effective date. The Company enteredinto Listing Agreement with BSE Limited.
Transparency is the cornerstone of your Company's philosophy and all requirements ofCorporate Governance are adhered to both in letter and spirit. All the Committees of theBoard of Directors meets at regular intervals as required in terms of Clause 49 of ListingAgreement/SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(LODR).Your Board of Directors has taken all the necessary steps to ensure compliances with allstatutory requirements. The Directors and Key Managerial Personnel of your Company havecomplied with the approved code of conduct for the Board and Senior Management.
The Report on Corporate Governance as required under Clause 49 of Listing Agreement/SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is attached as aseparate section forming part of the Annual Report. The Auditors' Certificates oncompliance with Corporate Governance Requirements is also attached to this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of provision of Regulation 34 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the managementdiscussion and analysis report for the year is presented in a separate section formingpart of the Annual Report.
LISTED WITH STOCK EXCHANGES
The Company's shares have been listed with the BSE Ltd. with Scrip Code 538895. TheCompany confirms that it has paid the annual listing fees for the year to BSE Ltd.
MATERIALS CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred since 31st March 2016 being the end of the financialyear of the Company.
INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy and theaccounting records and the timely preparation of reliable financial disclosure.
In terms of the provision of Section 197(12) of the Act read with Rules 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respectof the managerial personnel of the Company is attached here as Annexure - B.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
There are no employees who are in receipt of remuneration in excess of the limitspecified under Section 134(3)(q) read with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
(A) Conservation of Energy: NA
(B) Technology Absorption: NA
(C) Foreign Exchange Earnings and Outgo :
The details of Foreign Exchange transactions are as below :
Foreign Exchange Earnings : Rs. Nil Foreign Exchange Outgo : Rs. Nil
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were atarm's length basis and were in the ordinary course of business. Details of materiallysignificant related party transactions that are the transactions of a material naturebetween the Company and the Promoters Management Directors or their relatives etc. aredisclosed in the Note No.21(B) of the Financial Statements in compliance with theAccounting Standard relating to "Related Party Disclosures".
There are no materially significant related party transactions with the Company'sPromoters Directors Management or their relatives which may have a potential conflictwith the interest of the Company.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT 9 is annexedto this report as Annexure-C. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT ORSECURITIES PROVIDED
Loans guarantees and investments or securities covered under Section 186 of theCompanies Act 2013 form part of the notes no. 21(G) to the financial statements.
RISK MANAGEMENT POLICY
As required under Clause 49 of the Listing Agreement/ SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has established a well documentedand robust risk management framework. Under this framework risks are identified acrossall business process of the Company on a continuous basis. Once identified these risksare classified as Strategic risk Business risk or Reporting risk. Strategic risks arethose which are associated with the long term interests of the Company. Reporting risk isassociated with incorrect or un-timely financial and non- financial reporting.
The Audit Committee of the Board of Directors reviews the Risk Management Strategy ofthe Company to ensure effectiveness of the Risk Management policy and procedures. Board ofDirectors of the Company is regularly apprised on the key risk assessment areas and amitigation mechanism is recommended.
During the year the Board has reviewed the risk assessment and a risk minimizationprocedure commensurate to the risks has been adopted and is in place.
In accordance with Section 177(9) and 177(10) of the Companies Act 2013 and clause49(II)(F) of the Listing Agreement/ SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has established a Vigil mechanism/Whistle Blower Policy.The policy is available at Company's website.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant material orders passed by the Regulators/ Courts which wouldimpact the Going Concern status of the company and its future operations.
EVALUATION OF BOARDS PERFORMANCE
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has formulated the criteria forthe evaluation of the performance of Board of Directors Independent DirectorsNon-Independent Directors and the Chairman of the Board. Based on that performanceevaluation has been undertaken. The Independent Directors of the Company have alsoconvened a separate meeting for this purpose. All the results and evaluation has beencommunicated to the Chairman of the Board of Directors. All Directors of the Board arefamiliar with the business of the Company.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. All employees are covered under this policy.
The following is the summary of the complaints received and disposed off during theFinancial Year 2015-16 :
a) No. of complaints received : NIL
b) No. of complaints disposed off : NIL
Your Directors wish to place on record their appreciation for continued guidance andco-operation received from the various stakeholders including financial institutions andbanks regulators governmental authorities and other business associates who haveextended their valuable support and encouragement during the year under review.
| ||For and on behalf of the Board |
|Place : Kolkata ||KULDEEP KUMAR SETHIA |
|Dated: 30th May 2016 ||Chairman and Managing Director |