To the Members
Your Directors have pleasure in submitting their 36th Annual Report of theCompany together with the Audited Financial Statements for the year ended 31st March2017.
1. FINANCIAL RESULTS
The Company's financial performance for the year under review alongwith previous year'sfigures are given hereunder:
| || ||(Rs. in lacs) |
|PARTICULARS ||F.Y. 2016-17 ||F.Y. 2015-16 |
|Net Sales / Income from Business ||110.48 ||291.35 |
|Operations || || |
|Other Income ||4.33 ||9.60 |
|Total Income ||114.81 ||300.95 |
|Total Expenditure ||114.22 ||300.04 |
|Profit Before Tax ||0.59 ||0.91 |
|Less: Tax Expenses ||0.18 ||0.28 |
|Current Tax || || |
|Profit/(Loss) After Tax ||0.41 ||0.63 |
|Basic & Diluted Earnings per ||0.01 ||0.01 |
|Equity Share || || |
2. OPERATIONAL REVIEW
Gross revenues for this financial year comes to Rs. 11481666.00 as against Rs.30095920.00 in the previous year. Profit before depreciation and taxation was Rs.79545.00 against Rs. 123117.68 in the previous year. After providing for depreciationand taxation the net profit of the Company for the year under review was placed at Rs.41030.00 as compared to Rs. 63339.68 in the previous year. Due to unfavorable marketconditions the company's turnover in terms of value has reduced at a rate of 61.85% duringthe year under review and as a result profit after tax has also marginalised.
No Dividend was declared for the current financial year due to conservation of Profitsincurred by the Company.
The provisions of Section 125(2) of the Companies Act 2013 relating to transfer ofUnclaimed Dividend to Investor Education and Protection Fund do not apply as there was nodividend declared and paid by the Company.
4. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013 The company has not given any loans or guarantees covered under theprovisions of section 186 of the Companies Act 2013. The details of the investments madeby company are given in the notes to the financial statements.
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.
6. SHARE CAPITAL:
The paid up equity capital as on March 31 2017 was Rs.75224800. No Bonus Shares wereissued neither company bought back any of its securities during the year under review. Thecompany has not issued shares with differential voting rights nor granted stock optionsnor sweat equity.
7. EXTRACTS OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 in prescribed Form MGT 9 is furnished in Annexure A and is attached to this Report.
8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review. However the Boardhas adopted the Policy in terms of Regulation 23 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 to ensure that all Related Party Transactionswith Related Parties shall be subject to a policy and approval or ratification inaccordance with Applicable Law. This Policy contains the policies and procedures governingthe review determination of materiality approval and reporting of such Related PartyTransactions. The Policy on Related Party Transactions is uploaded in the Company'swebsite i.e. www.concretecredit.in under the link http://www.concretecredit.in/images/pdf-reports/other-corporate-announcements/policy-on-related-party-transactions.pdf
9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY
Management and Business Risk Evaluation is an ongoing process within the Organization.Pursuant to Section 134(3)(n) of the Companies Act 2013 the Board has framed a RiskManagement Policy for the Company. The Company has in place a mechanism to identifyassess monitor and mitigate various risks to key business objectives. Major risksidentified by the business and functions are systematically addressed through mitigatingactions on a continuing basis. At present the Company has not identified any element ofrisk which may threaten the business or existence of the Company.
10. CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviors of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "modelcode of conduct". The Code has been posted on the Company's websitewww.concretecredit.in The Code lays down the standard procedure of business conduct whichis expected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the work place in businesspractices and in dealing with stakeholders. All the Board Members and the SeniorManagement personnel have confirmed compliance with the Code. All Management Staff weregiven appropriate training in this regard.
11. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre- clearance for dealing in the Company's shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code. All Board Directors and the designatedemployees have confirmed compliance with the Code.
12. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in Annexure B and is attached to this report.
13. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company held 6 Board meetings during the financial year. Detailed information isgiven in the Corporate Governance Report.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to provisions of Section 152(6) of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Qamar Serajul Haque (DIN : 06935279) will retire byrotation at the ensuing AGM of the Company and being eligible offers himself forre-appointment.
Pursuant to provisions of Section 149 of the Companies Act 2013 which came into effectfrom April 1 2014 Mr. Jyotirindra Nath Dey (DIN: 00180925) and Mr. Bishnath Mahato (DIN:06937632) were appointed as Independent Directors at the AGM held on 30thSeptember 2014. They have submitted a declaration that each of them meets the criteria ofIndependence as provided in Section 149(6) of the Act and there has been no change in thecircumstances which may affect their status as Independent Director during the year.Whereas pursuant to provisions of Section 168 of the Companies Act 2013 which came intoeffect from April 1 2014 Mrs. Moumita Majumder (DIN: 06617864) Independent Director ofthe Company has resigned from the post of directotrship due to her preoccupations witheffect from March 6 2017.
During the year Mr. Abhishek Upadhyaya (PAN: ABWPU2655E) resigned as the CompanySecretary of the Company on March 18 2017. Further Mr. Chandan Ghosh (PAN: AJQPG3865N)is the Chief Financial Officer of the Company.
15. PARTICULARS OF MANAGERIAL REMUNERATION
The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:
I. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:
|Directors ||Ratio to median remuneration |
|Mr. Rajeev Kumar Verma ||1.57 |
|Mr. Qamar Serajul Haque ||0.13 |
|Mr. Rajesh Kumar Daruka ||- |
|Mr. Jyotirindra Nath Dey ||0.13 |
|Mr. Bishnath Mahato ||0.13 |
|Mrs. Moumita Majumder ||0.11 |
II. There was no increase in remuneration of directors chief financial officercompany secretary in the financial year so the percentage increase in remuneration cannotbe expressed. Moreover some appointments were made during the financial year and henceinformation is for part of the year the same is not comparable.
III. Percentage increase in the median remuneration of employees in the financial year:Nil
IV. Number of permanent employees on the rolls of Company: 6
V. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: There wasno increase in remuneration during the financial year.
VI. The key parameters for any variable component of remuneration availed by thedirectors: N.A.
VII. Affirmation that the remuneration is as per the remuneration policy of thecompany:
The Company affirms remuneration is as per the remuneration policy of the Company.
VIII. There is no employee whose remuneration exceeds the limits prescribed underSection 197(12) of the Companies Act 2013 read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
16. REMUNERATION OF DIRECTORS
The details regarding remuneration to Directors are shown separately in MGT-9 attachedas Annexure A which forms part of the Directors Report.
17. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
In terms of the Regulation 25(7) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Clause 49(II)(B)(7)(b) of the erstwhile ListingAgreements the Company has adopted a familiarization programme for the IndependentDirectors.The details of the said program are available on the website of the Company i.e.www.concretecredit.in under the link:http://www.concretecredit.in/images/pdf-reports/other-corporate-announcements/concrete_familarisation_ programme_for_independent_directors.pdf
18. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM TheAudit Committee comprises of the following three independent directors:-
(a) Mr. Jyotirindra Nath Dey - Chairman (b) Mr. Bishnath Mahato
The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co-employees of the Company. Thepolicy on vigil mechanism is attached with this report as Annexure C and is also availableon the website of the company i.e. www.concretecredit.in under the link: http://www.concretecredit.in/images/pdf-reports/other-corporate-announcements/Whistle-Blower-Policy.pdf
19. BOARD EVALUATION
Pursuant to the provisions of Section 134(3)(p) of the Companies Act 2013 andRegulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board of Directors at its meeting held on 13th February 2017 hascarried out an annual performance evaluation of its own performance the individualdirectors' performance including that of independent directors.
The parameters based on which the evaluation process is being carried out is fixed bythe Board in terms of the provisions of Companies Act 2013. In a separate meeting ofindependent Directors held on 27th March 2017 performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors.
20. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its Responsibility Statement:-
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed and there are no material departures; (b) The directors had selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe company at the end of the financial year and of the profit and loss of the company forthat period; (c) The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;(d) The directors had prepared the annual accounts on a going concern basis; (e) Thedirectors had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequete and operating efficiently. Internalfinancial control means the policies and procedures adopted by the Company for ensuringthe orderly and efficient conduct of its business including adherence to Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information. (f) The directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems are adequateand operating effectively.
21. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company.
22. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.
23. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The provisions of Section 134(m) of the Companies Act 2013 do not apply to ourCompany. There was no foreign exchange inflow or Outflow during the year under review.
25. STATUTORY AUDITORS
Pursuant to Section 139 of the Companies Act 2013 and Rules made there under M/sAgrawal S. Kumar & Associates Chartered Accountants (ICAI Firm Registration No.322324E) were appointed as Statutory Auditors at the 33rd Annual GeneralMeeting held on September 30 2014 to hold office until the conclusion of the 36thAnnual General Meeting subject to ratification by shareholders at each Annual GeneralMeeting. M/s Agrawal S. Kumar & Associates Statutory Auditors completed their term ofoffice within the meaning of Section 139 of the Companies Act 2013 consequent whereofM/s. R.K. Tapadia & Co. was on recommendation by the Audit Committee at their meetingdated 27.03.2017 appointed as Statutory Auditors of the Company for a period of fiveyears subject to yearly ratification by the Board of Directors who held their meetinglater during that day. This appointment which is confirmed by the Audit-firm as meetingall the qualifications and Eligibility prescribed under the Companies Act 2013 applicableRules and the provisions of SEBI (LODR) Regulations has now to have the approval of theshareholders at the forthcoming Annual General Meeting of the Company.
26. SECRETARIAL AUDIT
Mr. Mayank Daga Practising Company Secretary (ICSI Membership No. ACS 41279) has beenappointed as Secretarial Auditor of the Company for financial year ended 31stMarch 2017. The Secretarial Audit Report received from the Secretarial Auditor is annexedto this report marked as Annexure D and forms part of this report.
27. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The Statutory Auditor Report as well as Secretarial Audit Report does not contain anyqualification reservation or adverse remark which needs any explanation or comment of theBoard.
28. LISTING OF SHARES
The Equity Shares of the Company are listed on the BSE Limited Mumbai and CalcuttaStock Exchange Limited Kolkata. Pursuant to the notification of the regulations yourCompany has entered into new Listing Agreement with the aforesaid Stock Exchangesrespectively as mandated under the said Regulations.
29. CORPORATE GOVERNANCE
The Company is committed to maintain transparency in its operations & hence itcomplies with the Corporate Governance requirements. The Corporate Governance Report asper Schedule V(C) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and requisite Certificate of Compliance from Statutory Auditor regardingcompliance of conditions of Corporate Governance are annexed and forms part of the Annualreport.
30. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report of the Company comprising of managementperception risks and concerns internal control systems are annexed and forms part of theAnnual report.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Company's activities during the year under review. Your Directors thank theshareholders for their support and confidence reposed on your Company and also appreciatesthe dedicated services rendered by the employees at all levels.
For and on behalf of the Board of Directors Rajeev Kumar Verma
Place: Kolkata Whole-time Director Date: 11th August 2017 DIN: 00570540