Your Directors have pleasure in presenting the 33rd Annual Report of the Companytogether with the Audited Financial Statements for the year ended 31st March 2020.
The financial results of the Company are summarized as under:
(Amount in Rs.)
|Particulars ||March 31st 2020 ||March 31st 2019 |
|Income: || || |
|Revenue from Operations ||1500000 ||17188726 |
|Other Income ||0 ||0 |
|Total Revenue (A) ||1500000 ||17188726 |
|Expenditure: || || |
|Cost of Materials Consumed ||36850 ||4843894 |
|Purchase of Trade ||0 ||3097384 |
|Employee Benefits Expenses ||258000 ||8132261 |
|Depreciation and Amortization Expenses ||198578 ||244924 |
|Operating & Other Expenses ||1186224 ||2151624 |
|Total Expenses (B) ||1679652 ||18470087 |
|Profit Before Tax (A-B) ||(179652) ||(1281361) |
|Tax Expenses: || || |
|(1) Current Tax ||(940) ||6050 |
|Profit for the year ||(178712) ||(1287411) |
|Appropriated as under: || || |
|Dividend proposed ||- ||- |
|Tax on Proposed Dividend ||- ||- |
|General Reserve ||- ||- |
|Balance carried to Balance sheet ||(178712) ||(1287411) |
PROGRESS & FUTURE OUTLOOK
During the Financial Year 2019-20 the company has accelerated its activities. TheDirectors are confident of improving the company's business during the Financial Year2020-2021 under the improved economic scenario of the Country and expects the same tocontribute favorably to the bottom line.
Considering the operational needs of the company your Directors have decided tostrengthen the intrinsic financial position of the Company. Hence no Dividend has beenrecommended for the year under review.
NUMBER OF MEETINGS OF THE BOARD
There were 6(Six) Board Meetings held during the FY 2019-20. The dates on which themeetings were held i.e. 14/05/2019 14/08/2019 28/08/2019 14/11/201914/02/202020/02/2020
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the Provisions of the Section 152(6)(d) of the Companies Act 2013 SriSamarlal Agarwalla retires by rotation and being eligible offers himself forre-appointment.
During the year:
1. Priyanka Mishra has resigned from her post as Whole Time Company Secretary on14/08/2019
2. Mrs Anuradha Nahar is appointed as Whole Time Company Secretary on 20/02/2020DIRECTORS' RESPONSIBILITY STATEMENT:
Your Directors wish to inform members that the Audited Accounts containing FinancialStatements for the year ended 31st March 2020 reflect true & fair view the form andsubstance of transactions carried out during the year and reasonably present the Company'sfinancial condition and results of operation.
Your Directors further confirm that:
In the preparation of the Annual Accounts:
1. the applicable accounting standards have been followed along with proper explanationrelating to material departures.
2. the directors had selected such accounting policies and applied them consistentlyand made judgements 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 or loss of the company for the year.
3. 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 the company and for preventing and detecting fraud and other irregularities.
4. the directors have prepared the annual accounts on a going concern basis.
5. the directors has laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
6. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate & operating effectively.
The Company has no subsidiaries within the meaning of Section 2(87) of the CompaniesAct 2013.
EXTRACT OF ANNUAL RETURN
The details of the extract of the Annual Return in form MGT 9 is annexed herewith andforms part of this report. (Annexure I).
M/s. AGARWAL SUSHIL KUAAAR & CO were appointed as the Statutory Auditors at 32ndAnnual General Meeting for the term of 5 years. As per the provisions of Section 139 ofthe Companies Act 2013.
The observations made in the Auditors' Report are self-explanatory and do not call forany further explanation.
ENERGY TECHNOLOGY& FOREIGN EXCHANGE
Information pursuant to Section 134(3)(m) read with Rule 8 of the Companies Act 2013are not applicable to the Company and there has been no foreign exchange earnings orexpenditure incurred during the year.
SECRETARIAL AUDIT REPORT
As per the provision of section 204 of Companies Act 2013 Anand Khandelia (FCS -5803) a Practicing Company Secretary is appointed as a Secretarial Auditor of theCompany. The Secretarial Audit Report for Financial Year 2019-2020 is annexed herewith andforms part of this report. (Annexure II).
Qualification: Shareholding Pattern of Company is not as per the financial datereceived by me. There is discrepancy in relation to partly paid up shares as stated in thebalance sheet which is not disclosed in shareholding pattern.
Response: It was an advertent act from company's part and shall rectify it as soon aspossible.
During the year under report the Company has not accepted any deposits from the publicwithin the meaning of Section 73 of the Companies Act 2013 and rule framed.
LOANS GUARANTEES AND INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT 2013
During the year Company has not given any Loan or guarantee and has not made anyinvestments
RELATED PARTY TRANSACTIONS DU RING THE YEAR
During the year company has no Related Party Transaction.
The company has Audit Committee as set in Section 1 77(8) of the Companies Act 2013and the composition of Audit Committee include Sri Mamy Ghosh Sri Sandeep Agarwal SriGopal Mitruka and Mr. Paritosh Ghiraiya
NOMINATION & REMUNERATION COMMITTEE
The Company has constituted Nomination & Remuneration committee as set in Section178 of the Companies Act 2013. The composition of Nomination & Remuneration Committeeinclude Gopal Mitruka Sri S.L.Agarwalla Sri Paritosh Ghiraiya.
RISK MANAGEMENT POLICY
The Board has adopted and implemented Risk management Policy.
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
The Company has implemented proper and adequate system of internal controlscommensurate with the size and nature of its operations. The Board has adopted andimplemented an Internal Control Policy.
The Company has adopted a Vigil Mechanism which provides a formal mechanism for allemployees of the Company to make protected disclosures to the Management about unethicalbehavior actual or suspected fraud or violation of the company's Code of Conduct.Disclosures reported are addressed in the manner and within the time frames prescribed inthe Policy. No employee of the company has been denied access to the Audit Committee
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an Anti-harassment policy in line with the requirements ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013.There were no complaints received during the financial year 2019-2020.
The Company is listed on the following stock exchanges
|The Stock Exchange Mumbai ||The Calcutta Stock Exchange Limited |
|Phiroze Jeejeebhoy Towers ||7 Lyons Range |
|Dalai Street Mumbai-400 001 ||Kolkata-700107 |
Depositories for Equity Shares: NSDL
The Company has paid the Annual Listing Fees for the financial year 2019-20 to thestock exchange.
In pursuant to Regulation 15 (2) of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the compliance with the corporate governance provisionsas specified in regulations 1718192021222324252627 and clauses (b)to (i) ofsub-regulation
(2) of regulation 46 and para C D and E of Schedule V shall not apply in respect of- (a) the listed entity having paid up equity share capital not exceeding rupees ten croreand net worth not exceeding rupees twenty five crore as on the last day of the previousfinancial year. Therefore a report on the Corporate Governance practices the Auditors'Certificate on compliance of mandatory requirements thereof are not given as an annexureto this report
Your Directors wish to place on record their appreciation for the co-operation receivedby the company from Bankers employees and office rs of the company.
|REGISTERED OFFICE: ||For and on behalf of the Board of Directors |
|"264 M. G. Road Siliguri (West Bengal) Pin - 734005 || || |
|Dated: 22/08/2020 ||Samarlal Agarwala Director ||Sandeep Agarwal Director |