The Board of Directors of your company has pleasure in presenting their 27th AnnualReport along with the Audited Accounts for the Financial Year ended 31 st March 2017.
1. Financial Results: (Rs. in Lacs)
|Particulars ||March 312017 ||March 312016 |
|Net Sales/lncome from operations ||13875.98 ||10129.46 |
|Other operating Income ||23.01 ||21.20 |
|Total Income from Operations ||13899.00 ||10341.56 |
|Profit before depreciation & taxation ||535.70 ||374.07 |
|Less: depreciation ||65.74 ||59.38 |
|Profit Before Tax (PBT) ||469.96 ||314.69 |
|Less: Tax ||364.90 ||194.04 |
|Profit After Tax (PAT) ||105.06 ||120.64 |
|Balance carried to Balance Sheet ||105.06 ||120.64 |
2. Operational Performance:
Gross revenues increased to Rs. 1389900895/- a growth of around 34.40 % against Rs.1034156019/- in the previous year. Profit before taxation was Rs. 46996712/-against Rs.31469443/-in the previous year
The Board has recommended a Dividend of Rs. 0.50 per Equity Share (i.e. 5%) for theyear ended March 312017 and such dividend will be paid to those members recorded in theregisters of the Company as on 18th Day of September 2017 subject to approval fromShareholders of the company.
4. Directors' Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors confirms:
i. that in the preparation of the annual accounts the applicable accounting standardshave been followed and no material departures have been made from the same;
ii. that they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit and loss of the Company for that period;
iii. that they 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;
iv. that they have prepared the annual accounts on a 'going concern' basis;
v. that they have laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and are operating effectively;
vi. that they have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.
All the Directors of the company have confirmed that they are not disqualified frombeing appointed as directors in terms of section 164 of the Companies Act 2013. Inaccordance with the provisions of the Article of Association of the Company read withsection 152 of the Companies Act 2013 Mrs. Shikha Bagaria (DIN: 01020139) is liable toretire by rotation and being eligible offers herself for re-appointment.
The above is subject to the approval of the members at the ensuing Annual GeneralMeeting of the Company.
6. Key Managerial Personnel:
Mr. Vineet Bagaria (DIN: 00100416) Managing Director Mr. Sajjan Bagaria (DIN:00074501) Whole time Director Mrs. Srikanta Pugalia Company Secretary and Mr. VishnuBaheti CFO were designated as Key managerial Personnel during the Financial Year 2016-17as per provision of section 203 of the Companies Act 2013. Mrs. Srikanta Pugalia hasresigned from the board with effect from 3rd Day of October 2016. No other Appointment/Resignation of KMP's were made during the year. However Company has Appointed Mr. SouravBanerjee as Company Secretary with effect from 3rd July 2017.
7. Declaration by Independent Directors:
Mr. Harish Kumar Mittal (DIN 00367650); Mr. Debi Prasad Bagrodia (DIN 00608765) and Mr.Manish Kumar Newar (DIN 00469539) and Mr. Navendu Mathur are Independent Directors on theBoard of the Company. The Company has received declaration from all the IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed both under the Companies Act 2013 and SEBI Listing Regulations with the StockExchange.
8. Share Capital:
The Paid up equity share capital of the company as on 31st March 2017 was Rs.506.77Lacs. There was no public issue right issue bonus issue preferential issue etc. duringthe year. The company has not issued shares with differential voting rights sweat equityshares nor it has granted any stock options.
9. Subsidiaries Joint Venture or Associate Companies:
There are no companies which have become or ceased to be its subsidiaries jointventures or associate companies during the year.
10. Number of meetings of the Board:
The Board met twelve times during the financial year 2016-17. The intervening gapbetween the meetings was within the period prescribed under the Act and ListingRegulations.
11. Board Evaluation:
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of various committees. The Independent Directors alsocarried out the evaluation of the Chairman and Non-Executive Directors.
12. Company's policy on Directors' appointment and remuneration:
The Company's policy on Directors'appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which forms part of the Directors' Report.
13. Internal financial control systems and their adequacy:
The details in respect of internal financial control and their adequacy are included inthe Management Discussion & Analysis which forms part of this report.
The Auditors of the company M/s. D. Mitra & Co. have been appointed for Five Yearsterm subject to ratification at every Annual General Meeting. Hence The Board of Directorsrecommends appointment of D. Mitra & Company Chartered Accountants of 107/1 ParkStreet Kolkata - 700016 as Statutory Auditor of The Company and they have confirmed theireligibility pursuant to the provisions of Section 139 of the Companies act 2013 and therules there under it is proposed to appointment of M/S D Mitra & Company CharteredAccountant (Firm Registration no. 328904E) as Statutory auditor of the Company from theconclusion of this 27th Annual General Meeting to conclusion of 31 st Annual GeneralMeeting of the company.
15. Auditors' report and Secretarial Auditors' report:
No observation has been made in the Auditors's report.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Smita Sharma Company Secretary in Practice to undertake the SecretarialAudit of the Company. The Report of the Secretarial Audit in Form MR3 for the financialyear ended March 312017 is annexed as Annexure - VI to the Report.
The following qualifications were observed by the Secretarial Auditor in her Report towhich the Board has shared the following explanations:
Qualification 1: Non appointment of Company Secretary as at 31st March 2017 [section203 non compliance]
Response: In complying with the provisions of Section 203 of the Companies Act 2013regarding appointment of Company Secretary your company was appointed Mrs. SrikantaPugalia as company Secretary with effect from 20th April 2016 but she has resigned witheffect from 3rd day of October 2016 there after company was in process of identifying asuitable person and accordingly Company has appointed Mr. Saurav Banerjee as companySecretary of the company with effect from 3rd July 2017.
16. Risk Management:
The details in respect of risk management are included in the Corporate Governancewhich forms an Annexure to this report.
17. Particulars of loans guarantees and investments:
The Company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.
18. Transactions with Related Parties:
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. Details of relatedparty transaction has been enclosed in Form AOC - 2 in Annexure IV to the Directors'Report
Your Directors draw attention of the members to Note 2.31 to notes on Account of thefinancial statement which sets out related party disclosures.
19. Management's Discussion and Analysis Report:
Management's Discussion and Analysis Report for the year under review is attached asAnnexure I forming part of this Report.
20. Corporate Social Responsibility Initiatives:
During the year the Company has not come under the purview to form Corporate SocialResponsibility Committee pursuant to Section 134 of the Companies Act 2013 and Companies(Corporate Social Responsibility) Rules 2014. Hence no mandatory initiatives need to betaken in this regard.
21. Extract of Annual Return:
As provided under Section 92(3) of the Act an extract of annual return is given inAnnexure VII in the prescribed Form MGT-9 which forms part of this report.
22. Particulars of employees:
The prescribed particulars of remuneration of employees pursuant to Section 134(3)(q)and Section 197 (12) read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are set out as Annexure III to this Report.
23. Disclosure requirements:
As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is not applicable on our Company however company has enclosed CorporateGovernance Report and Management Discussion and Analysis are attached which form part ofthis report. Details of the familiarization programme of the independent directors areavailable on the Company's website. Further Policy on dealing with related partytransactions is available on the Company's website.
24. Vigil Mechanism:
The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including directors of the Company to report genuine concerns. Theprovisions of this policy are in line with the provisions of the Section 177(9) of theCompanies Act 2013 and Rule 7 of the Companies (Meetings of Board and its Powers) Rules2014 and the said policy is available on the Company's website.
25. Deposits from public:
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
26. Change in the nature of business:
There was no change in the nature of the business of the Company during the year underreview.
27. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future
No significant and material orders have been passed by any Regulator or CourtorTribunal which can have impact on the going concern status and the Company's operationsin future.
28. Material changes and commitments if any affecting the financial position of theCompany:
There are no such material changes and commitments which have occurred between the endof the financial year of the Company to which the financial statements relate and the dateof the report.
29. Particulars regarding conservation of energy & technology absorption etc.:
The particulars in respect of conservation of energy technology absorption and foreignexchange earnings and outgo are given in Annexure II which forms part of this report.
30. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013:
The Company has set up Internal Complaints Committee (ICC) under The Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013. There were nocomplaints received and /or disposed off during 2016-17.
31. PREVENTION OF INSIDER TRADING
Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations 2015the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view toregulate trading in securities by the Directors and designated employees of the Company.The Code requires pre-clearance for dealing in the Company's shares and prohibits thepurchase or sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.
Your Directors take this opportunity to express their grateful appreciation for theexcellent assistance and cooperation received from the banks and other authorities. YourDirectors also thank the employees of the Company for their valuable service and supportduring the year. Your Directors also gratefully acknowledge with thanks the cooperationand support received from the shareholders of the Company.
| ||By order of the Board of Directors |
| ||For T & 1 Global Ltd. |
| ||Sd/- |
| ||Sajjan Bagaria |
|Place: Kolkata ||Executive Chairman |
|Dated: 14th August 2017 ||(DIN:00074501) |