Your Directors take pleasure in presenting the 33rd Annual Report and theAudited Statement of Accounts for the year ended 31st March 2018.
The financial results of the Company's operation during the year under review and thoseof the previous year are given below.
| || ||( Rs . In Lacs) |
| ||Current Year ended on 31.03.2018 ||Previous Year ended on 31.03.2017 |
|Gross Revenue ||- ||6495.38 |
|Other Income ||19.25 ||21.95 |
|Total ||19.25 ||6517.33 |
|Less: Expenditure ||42.64 ||6514.51 |
|Gross Profit/(Loss) ||(23.39) ||2.82 |
|Less: Depreciation ||- ||- |
|Net Profit/(Loss) before Tax ||(23.39) ||2.82 |
|Less: Provision for Income Tax ||- ||0.87 |
|Add: Deferred Tax ||- ||- |
|Net Profit/(Loss) after Tax (PAT) ||(23.39) ||1.95 |
|Add: Balance B/F from Previous Year ||(268.54) ||(270.49) |
| || ||(268.54) |
|Less: Add. for Earlier Year Income Tax ||- ||- |
|Balance carried to Balance Sheet ||(291.93) ||(268.54) |
|Earning Per Share ||- ||- |
REVIEW OF OPERATIONS
The Company has total revenue of Rs. 19.25 Lakhs for the current year as compare to Rs.6517.33 Lakhs in the previous year. The net profit deceased during the year.
The Company having an amount of carried over losses your directors have no option butto refrain from recommending any dividend for the year.
TRANSFER TO RESERVE
There being a resultant Loss carried over to Balance sheet your Directors refrain fromrecommending any dividend for the year.
CHANGE IN THE NATURE OF BUSINESS
During the year there are no change in the nature of the business of the Company.
TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
There was no unpaid dividend carried forward and are due to be transferred to thedesignated Account in terms of sec. 124(5) of Companies Act 2013.
During the year the Company did not issue / allot any Shares or Securities as on 31s'march 2018. The Issued subscribed and paid-up share capital of the Company stood at Rs.4376.95 Lacs Comprising of437694813 equity shares of Re. 1/-each.
The Company having no secured borrowing no Credit Rating was required.
DIRECTORS & Key Managerial Personnel-Appointment
Mrs. K. Saraogi Director and Ms. H. Saraogi Director of the Company have vacated theoffice of directors on their own on 01.02.2018. And Mr. B. Bera (DIN: 00433029) has givenhis consent to act as a Director of the Company to hold office until the conclusion of thenext Annual General Meeting pursuant to provisions u/s 161 of the Companies Act on01.02.2018.
DECLARATION OF INDEPENDENT DIRECTORS
The independent Directors have since confirmed that they fulfill the conditions undersection 149 (6) of the Companies Act 2013. laid down as to the status of independence ofthe Company.
DIRECTORS RESPONSIBILITY STATEMENT
As required u/s 134 (5) of the Companies Act 2013 your Directors confirm having:
a) Followed in the preparation of Annual Accounts for the Financial Year 2017-2018 theapplicable Accounting Standards with proper explanation relating to material departuresif any;
b) Selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at the end of the financial year and the profit of theCompany for that year;
c) Taken proper and sufficient care for maintenance of adequate accounting records in .accordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; and
d) Prepared the Annual Accounts on a going concern basis.
e) Laid down internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and were operating effectively.
f) Devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.
The Company believes that Corporate Governance is a way of business life rather than alegal compulsion. Your Director being committed to best management practices and adheringto the policy of full transparency enclose herewith a Report on Corporate Governance asstipulated by Regulation SEBI (LODR) Regulations 2015 along with compliancecertificate on Corporate Governance (Annexure 3) forming part of this report.
EXTRACT OF ANNUAL RETURN
Pursuant to sec 92(3) of the Companies Act 2013 (The Act) and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of Annual Return as at 31s'March 2018 is annexed hereto and Marked as Annexure 1.
AUDITORS AND THEIR REPORT
M/s. Acharyya Swapan & Co. Chartered Accountants (Firm Regn no. 325797E) wasappointed as Statutory Auditor of the Company for a period of 5(five) years ending on31.03.2022 in the EOGM held on 16.05.2018 due to vacancy cause by the resignation of theexisting Auditor M/s.
K. K. Chatterjee & Co. due to his pre-occupation subject to rectification bymembers at each Annual General Meeting to be held in between.
The report of the statutory Auditors when read with the notes and schedules formingpart of the statements of account as annexed thereto are self explanatory and needs nofurther elaboration and comments.
Mr. Prasenjit Kumar Basak (M.No. 53181) has appointed as a Company Secretary of theCompany due to vacancy cause by the resignation of the existing Company Secretary Mr. A.Narayan.
The provision of section 148 and all other applicable provisions of the Companies Act2013 read with the Companies (Audit and Auditors) rules 2014 the provision of cost auditis not applicable on the products/ services of the Company for the F.Y. 2017-18.
In terms of section 204 of the Companies Act 2013 and rules made there under MrsAlpana Sethia a Company Secretary in practice (CP No. 5098) has been appointed as theSecretarial Auditor to conduct the Secretarial Audit of the Company for the F.Y. 2017-18.The Report of secretarial Auditor is enclosed hereto as Annexure - 2. and with referenceto the comments made to the said report the Directors do hereby submit and affirm asunder:/'. The Company has filed various forms under the Act along with additionalfees as prescribed under provision to the section 403(1) of the Act.
ii. The Company has not posted some information/documents on its website.
iii. Save and except the above other comments of the Auditor are self explanatory andneeds no further comments.
RELATED PARTY TRANSACTION
All contacts/ arrangements/ transactions entered into by the Company with relatedparties - during the year were in the ordinary course of business and on an arms lengthBasis.
During the year there was no related party transaction attracting the provisions ofsec. 188 of the Companies Act 2013.
CORPORATE SOCIAL RESPONSIBILITY
The company's realized profit for last several years do not call for establishment aCSR policy as prescribe u/s 135 of the Companies Act 2013.
COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KEY MANAGERIALPERSONNEL AND OTHERS EMPLOYEES
The remuneration of Key Managerial Personnel and Employees largely consists of basicsalary perquisites allowances and performance incentives subject to annual assessment.
The Components of the total remuneration for a different grades and are governed by theindustry pattern qualification experience merit and performance of each employee. TheCompany while deciding the remuneration package takes into consideration the rulingemployment scenario and remuneration package in the industry.
The annual variable pay of Managers is linked to the performance of the Company ingeneral and the Individual performance in the relevant year with reference to achievementof Company's objective fixed at the beginning of the year.
INTERNAL FINANCIAL CONTROL
Your Company has established a well defined organization structure having an extensivesystem of internal control to ensure optimum utilization of on going schemes ofoperations accurate reporting of financial transactions and strict compliance ofapplicable Laws and regulations. Your Company has adequate system to ensure that theassets of the Company are safeguarded against loss from un-authorized use or deprecations.
An audit committee of the Board regularly review the audit plans significant auditfindings adequacy of internal control compliance of applicable Accounting Standards andchanges in accounting policies and practices if any.
The company has a whistle blower policy and appropriate mechanism in place. Employeescan directly report to the Top Management any concern about any unethical behavior actualor suspected fraud or violation of Company's code of conduct or ethic policy. Managementon its turn is responsible for establishing a fearless atmosphere where the reportingemployee does not fear of being harassed or threatened in any way. We further affirm thatno personnel of the Company have been denied access to the Audit Committee during the yearunder review.
The Company is not having any Subsidiary.
EMPLOYEES STOCK OPTION SCHEMES
The Company have not provided any employee stock option.
Electronic copies of the Annual Report 2018 along with the Notice of the SS^AGM aresent to all members whose email addresses are registered with the Company /DepositoryParticipant(s). For members who have not registered their email addresses physical copiesof the Annual Report 2018 along with the Notice of the 33* AGM are sent inthe permitted mode. Members requiring physical copies can send a request to the CompanySecretary.
The Company is providing e-voting facility to all members enabling them to cast theirvotes electronically on all resolutions set forth in the Notice. This is pursuant tosection 108 of the Companies Act 2013 read with the Companies (Management andAdministration) Rules 2014. The instruction fore-voting is provided in the notice.
SIGNIFICANT & MATERIAL ORDERS PASSED BYTHE REGULATORS
Your Directors confirm that there are no significant and material orders passed by theregulators or courts or tribunals impacting the going concern status and Company's futureoperations.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
No material changes or events affecting the financial position of the Company haveoccurred between the end of the financial year of the Company to which the financialStatements relates and the date of this report.
POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provision of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under. The Policy aims to provideprotection to employees at the workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure.
The Company has not received any complaint of sexual harassment during the financialyear 2017-18.
The Company has not accepted or renewed any public deposits as defined under section 58A of the Companies Act 1956 during the year. Under section 73 of the Companies Act 2013there is no deposit lying with the Company as on 31.03.2018.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS &OUTGO
The information on particulars of conservation of Energy technology absorption andforeign exchange earnings & outgo as required under section 234(3)(iii) of theCompanies Act 2013 read with the companies (Disclosure of particulars in the Report ofthe Board of Directors ) rules 2014 are not attached to this Company.
PARTICULARS OF EMPLOYEES
There being no employee drawing remuneration in excess of prescribed ceiling during theyear the information of particulars of employees as required under section 217 (2A) ofthe Companies Act 1956 read with the Companies (Particulars of Employees) Rules 1975 inrespect of the Company is not attracted to this Company.
RISK MANAGEMENT POLICY
In terms of Section 134(3)(n) of the Act your Directors wish to state that the Companyhas drawn and implemented a Risk Management Policy including identification of elements ofrisk if any which may threaten the existence of the Company. The above policy is beingreviewed/re-visited once a year or at such other intervals as deemed necessary formodifications and revisions if any.
M/s. Mahasharwari & Associates Chartered Accountant has been appointed as aforensic auditor by BSE. M/s. Mahasharwari & Associates has completed the Audit andsubmitted the report to BSE.
Statements in this report describing the Company's objectives expectations orpredictions may be forward looking within the meaning of the applicable laws andregulations. The actual results may differ materially from those expressed in thisstatement because of many factors like economic conditions availability resources priceconditions domestic and international markets changes in govt policies tax regimesetc.
We thank our Customers Vendors Investors and Bankers for their continued supportduring the year. We also thank the employees for their significant contribution inCompany's performance. We now look forward to the future with confidence and optimism.
| ||For and on Behalf of the Board of Directors |
| ||B. Bera ||S.K. Saraogi |
|Place: Kolkata ||Director ||Director |
|Date : 29th May2018 ||DIN:00433029 ||DIN: 00398428 |