Your Directors have pleasure in presenting their 35thAnnual Report togetherwith the Audited Accounts of the Company for the Year ended March 312016.
1. FINANCIAL RESULTS:
|Particulars ||Standalone Results ||Consolidated Results |
| ||March 31 2016 ||March 31 2015 ||March 31 2016 ||March 31 2015 |
|Total Income ||35121624 ||22403033 ||35121624 ||22403433 |
|Total Expenses ||33234759 ||19266288 ||33290776 ||19379240 |
|Profit before Depreciation Finance Cost & Taxation ||1886865 ||3136745 ||1830848 ||3024143 |
|Less: Depreciation ||16400 ||- ||16400 || |
|Less : Finance Cost ||399062 ||1946370 ||399062 ||1946370 |
|Profit before Tax ||1471403 ||1190375 ||1415386 ||1077823 |
|Less: Current Tax ||445853 ||369200 ||428543 ||369200 |
|Less: Deferred Tax ||(8719) ||(8718) ||(8719) ||(8718) |
|Profit / Loss for the year ||1016741 ||829893 ||978124 ||717342 |
|Add: Balance brought forward from previous year ||(1219360) ||(1847717) ||(1702001) ||(2570475) |
|Less: Transfer to Special Reserve ||285000 ||165979 ||285000 ||165979 |
|Income Tax for earlier year ||- || ||- || |
|Contingent provision for Standard Assets ||- ||- ||- ||- |
|Transitional Provision for Depreciation ||- ||35557 ||- ||35557 |
|Balance carried to Balance sheet ||(487619) ||(1219360) ||(1008877) ||(2054669) |
The company proposes to transfer an amount of Rs.285000/- to the Special Reserves. Anamount of Rs. 731741/-Lakhsis proposed to be retained in the statement of Profit &Loss.
Gross revenues increased to Rs. 35121624/- fromRs. 22403033/- in the previousyear. Profit before depreciation and taxation was Rs. 1487803/- against Rs. 1190375/-in the previous year. After providing for depreciation and taxation respectively the netprofit of the Company for the year under review was placed at Rs. 1016741/- as againstRs.829893/- in the previous year.
No dividend is being recommended by the Directors for the current financial year inview of cash requirement for establishing the company in its formative years and growthplan.
The paid up equity capital as on March 31 2016 was Rs.572.175 Lakhs. The company hasnot issued shares with differential voting rights nor granted stock options nor sweatequity during the year. FINANCE:
Cash and cash equivalents as at March 31 2016was Rs. 2682735/-. The companycontinues to focus on judicious management of its working capital receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are not applicable to thecompany.
The company has not carried out any R&D activities.
1. CONSERVATION OF ENERGY: Nil
2. TECHNOLOGY ABSORPTION & ADOPTION: Nil
3. FOREIGN EXCHANGE EARNING & OUTFLOW: Nil
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:
i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.
ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.
iii) The directors have taken proper and s of ficient 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.
iv) The directors have prepared the annual accounts on a going concern basis.
v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY
Due to the non-applicable of the conditions for appointment of the Corporate SocialResponsibility Committee such committee has not been formed by the company. The companyis under no obligation to spend any amount on the matter.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large. Attention of members is drawn to the disclosure oftransactions with related parties set out in Note No. 25 of Consolidated FinancialStatements forming part of the Annual Report.
BUSINESS RISK MANAGEMENT:
Pursuant to section 134 (3) (n) of the Companies Act 2013 &Regulation 21 of SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 the company has notconstituted a business risk management committee. At present the company has notidentified any element of risk which may threaten the existence of the company.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.
DIRECTORS & KEY MANAGERIAL PERSONS
In accordance with the Companies Act 2013 Mr.GouravGoel(Din-06850998) retires byrotation and being eligible offers himself for reappointment. MrDhiraj Ram and Ms.AnjanaGupta were theNon- executive Directors as per provisions of Companies Act 2013 as wellas under the provisions of Listing Agreement and Mr.Subhadeep Mukherjee is the ManagingDirector of the company.
Mr.Ashok Kumar Agrawal Chief Financial Officer and MsPunam Singh Company Secretary ofthe Company are the KMPs of the Company as per the provision of the Act.
DECLARATION BY INDEPENDENT DIRECTORS
The Board has received the declaration from all the Independent Directors as per theSection 149(7) of the Companies Act 2013 and the Board is satisfied that all theIndependent Directors meet the criterion of independence as mentioned in Section 149(6) ofthe Companies Act 2013.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure A"
A calendar of Meetings is prepared and circulated in advance to the Directors.Duringthe year Ten Board Meetings and Four Audit Committee Meetings were convened and held. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.
Pursuant to the provisions of Sec 139 of the Companies Act 2013 and the rules madethereunder the current Auditors M/S MAROTI & ASSOCIATES Chartered Accountants wereappointed by the members at the 34th AGM as the statutory auditor of the Company to holdthe office until the conclusion of 36th AGM subject to ratification by themembers at each AGM.
The observation made in the Auditors1 Report read together with relevantnotes thereon are self- explanatory and hence do not call for any further comments underSection 134 of the Companies Act 2013.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors has appointedNishajhunjhunwala a Practicing Company Secretary for conducting Secretarial audit of theCompany for the financial year 2015-2016.
Secretarial Audit Report for the year 2015-16 as issued by her in the prescribed formMR-3 is annexed herewith as "Annexure B". The said Secretarial Audit Report doesnot contain any qualification reservation or adverse.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has framed a Whistle Blower Policy/Vigil Mechanism providing a mechanismunder which an employee/director of the Company may report violation of personnel policiesof the Company unethical behaviour suspected or actual fraud violation of code ofconduct. The Vigil Mechanism ensures standards of professionalism honesty integrity andethical behaviour.
Pursuant to Schedule V of the SEBI Regulation the following Reports/Certificates formpart of the Annual Report:
- the Report on Corporate Governance;
- the Management Discussion & Analysis Report;
- the Certificate duly signed by the Managing Director and Chief Financial Officer onthe Financial Statements of the Company for the year ended March 31 2016 as submitted tothe Board of Directors at their meeting held on 30th day of May 2016.
The Auditors' Certificate on Corporate Governance is annexed to this report.
The Company has 14 subsidiaries as on 31st March 2016.The ConsolidatedFinancial Statements of the company and its subsidiaries duly audited by the statutoryauditors are presented in the Annual Report. The Consolidated Financial Statement havebeen prepared in strict compliance with applicable Accounting Standards and whereapplicable Listing Agreement as prescribed by the Securities Exchange Board of India.
Pursuant to the provisions of the Companies Act 2013 the statement containing thesalient feature of the financial statement of a company's subsidiary or subsidiariesassociate company or companies and joint venture or ventures is given as "AnnexureC".
PARTICULARS OF EMPLOYEES: (Rule 5(2) & Rule 5(1))
None of the employees have drawn remuneration in excess of the limits prescribed by theCompanies Act 2013 and the Rules made there under which needs to be disclosed in theDirectors Report. ACKNOWLEDGEMENTS:
Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous cooperation and assistance. YourDirectors also acknowledges gratefully to the shareholders for their support andconfidence reposed on your Company.
| ||For and on behalf of theBoard of Directors |
|Place: Kolkata ||Mr Subhadeep Mukherjee |
|Date: 30th day of May 2016 ||CHAIRMAN |