For The Financial Year 2016-17
The Board of Directors hereby submits the 37th Annual Report of the business andoperations of the Company together with the audited financial statements for the financialyear ended 31st March 2017. The summarized financial performance of the company is asfollows:
1. Financial Results
(Amount in Rs.)
|Particulars ||Figures as at the end of current reporting period ||Figures as at the end of previous reporting period |
|Profit Before Tax ||20579 ||81953 |
|Less: Provision For Tax ||6342 ||25323 |
|Profit After Tax ||14237 ||56630 |
|Add: Profit/ (Loss) Brought Forward From Previous Year ||28334 ||(28296) |
|Profit/ Loss Carried Forward ||42571 ||28334 |
|Basic/ Diluted Earnings Per Share ||0.00 ||0.02 |
The directors have not recommended any dividend for the financial year 2016-17 in viewof reinvestment of the surplus in order to maintain a healthy capital adequacy ratio tosupport long term growth of your company.
3. 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 Directors have not proposed to transfer the accumulated profit to Reserves duringthe year.
5. Brief description of the Company's working during the year/State of Company's affair
The company is engaged in investing activity and also deals in shares debenture bondsetc.
Further the company is also engaged into Trading in sarees and electrical goods andplanning to venture into trading of other merchandise products.
6. Change in the nature of business if any
There is no Change in the nature of business of company during the financial year.
7. Material Changes and Commitments if any affecting the Financial Position of theCompany
No material changes and commitments which can affect the financial position of theCompany occurred between the end of the financial year of the company and the date of thisreport.
8. Proposal for shifting of the registered office
During the year the Board placed a proposal for shifting of the registered office from"State of West Bengal" to "State of Gujarat". The same was approved bythe shareholders of the company via postal ballot whose results were declared on 3rdApril 2017.
9. 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 andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.
10. Details of Subsidiary/Joint Ventures/Associate Companies
The Company does not have any Subsidiary Joint venture or Associate Company
The company has neither accepted nor renewed any deposits during the year coveredunder Chapter V of the Act.
12. Statutory Auditors
M/s P. D. RANDAR & CO 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 everyAGM) and the Directors of the Company shall fix the remuneration from time to time inconsultation with the Audit Committee.
13. Auditors' Report
The observations made by the Auditors are self- explanatory and do not require anyfurther clarification. Further the explanations or comments by the Board on everyqualification reservation or adverse remark or disclaimer made by the auditor in hisreport are given.
14. Share Capital
Issue of equity shares with differential rights
The Company has not issued any of its securities with differential rights during theyear under review.
Buy Back of Securities
The company has not bought back any of its securities during the year under review.
Sweat Equity Bonus Shares & Employee Stock Option Plan
The company has neither issued sweat equity or bonus shares nor has provided any stockoption scheme to the employees.
Preferential Issue of Securities
The company has not issued any equity shares on preferential basis during the year.
15. 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 isattached to this Report.
16. Conservation of energy Technology absorption and Foreign exchange earnings andOutgo
The provisions of section 134(m) 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.
17. Corporate Social Responsibility (CSR)
As the company does not have net worth of rupees five hundred crore or more orturnover of rupees one thousand crores or more or a net profit of rupees five crore ormore during any financial year the disclosures as per Rule 9 of Companies (CorporateSocial Responsibility Policy) Rules 2014 is not applicable.
A) Changes in Directors and Key Managerial Personnel
During the financial year following changes took place in the composition of theDirectors and Key Managerial Personnel:
Arindam Roy Chowdhury resigned from the post of Company Secretary w.e.f 22ndDecember 2016.
At the Board meeting held on 2nd February 2017 Dhvani H Contractor wasappointed as an Additional Non Executive Independent Director and Piyushbhai JentilalMalde was appointed as an Additional Executive Director.
Tarun Kumar Newatia resigned from the post of Director of the Company w.e.f 17thFebruary 2017.
B) Declaration by an Independent Director(s) and re- appointment
All Directors / Independent Directors have given declarations that they meet thecriteria of independence as laid down in Section 149(6) of the Companies Act 2013.
C) Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations& Disclosure Requirements) Regulation 2015 the Board has carried out the annualperformance evaluation of its own performance and the Directors individually.
19. Number of Board Meetings:
During the year six Board Meetings were held i.e. on May 19th 2016 August 05th 2016November 10th 2016 December 22nd 2016 February 2nd 2017 and February 17th 2017.
20. Committees of the Board:
Currently the Board has three committees: the Audit Committee the Nomination andRemuneration Committee and the Stakeholder's Relationship Committee. A detailed note onthe composition of the Board and its committees is provided in the corporate governancereport section of this Annual Report.
21. Order of Court
The company is not subject to any legal proceedings and claims which will have amaterial or adverse effect on the going concern status or company's operations orfinancial conditions.
22. 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.
23. Whistle Blower Policy (Policy on vigil mechanism)
The Company has adopted the whistle blower mechanism for directors and employees toreport concerns about unethical behavior actual or suspected fraud or violation of theCompany's code of conduct and ethics.
24. Particulars of Loans. Guarantees or Investments
The provisions with respect to Loans guarantees or Investments as per section 186 ofthe Companies Act 2013 are complied with.
25. Particulars of Contracts or Arrangements with Related Parties:
The company has no material individual transactions with its related parties which arecovered under section 188 of the Companies Act 2013 which are not in the ordinary courseof business and not undertaken on an arm's length basis during the financial year 2016-17.
26. Managerial Remuneration:
The Company earned minimal profit during the year so the Company has not provided anyManagerial Remuneration to the Directors.
27. Secretarial Audit Report
The Secretarial Audit Report has been given by RAGHUNATH MANDAL Practicing CompanySecretary and there is no qualification reservation or adverse remark or disclaimer madeby the company secretary in the secretarial audit report.
28. Goods and Service Tax
Goods and Services Tax (GST) is a landmark reform which will have a lasting impact onthe economy and on businesses. Implementation of a well-designed GST model that applies tothe widest possible base at a low rate can provide significant growth stimulus to thebusiness.
29. Corporate Governance Report and Management Discussion & Analysis Reports
The Corporate Governance Report and Management Discussion & Analysis Report havebeen annexed with the report.
30. Corporate Governance Certificate
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the auditors' certificate on corporate governance is enclosed as Annexure to theBoard's report. The auditors' certificate for fiscal year 2017 does not contain anyqualification reservation or adverse remark.
31. Internal Auditor
M/S Rinku Jain & Co Chartered Accountants Internal Auditor has submitted a reportbased on the internal audit conducted during the period under review.
32. Risk management policy
The company does not have any Risk Management Policy as the element of risk threateningthe Company's existence is very minimal.
33. Familiarization Programme for Independent Directors
In terms of Reg. 25(7) of the SEBI (LODR) Regulations 2015 the Company is required toconduct the Familiarization Programme for Independent Directors (IDs) to familiarise themabout their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company etc. through variousinitiatives.
34. Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirmthat
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are 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 and loss of the company for that period;
(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 by thecompany and that such internal financial controls are adequate and were operatingeffectively and
f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
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/- |
|Rajesh Kumar Sharma ||Priti Sharma |
|Managing Director ||CFO & Director |
|DIN:02645337 ||DIN:06831065 |
|Place: Kolkata || |
|Date: 18/05/2017 || |