Concrete Credit Ltd.
|BSE: 539266||Sector: Others|
|NSE: N.A.||ISIN Code: INE719G01014|
|BSE 00:00 | 14 Feb||Concrete Credit Ltd|
|NSE 05:30 | 01 Jan||Concrete Credit Ltd|
|BSE: 539266||Sector: Others|
|NSE: N.A.||ISIN Code: INE719G01014|
|BSE 00:00 | 14 Feb||Concrete Credit Ltd|
|NSE 05:30 | 01 Jan||Concrete Credit Ltd|
To the Members
Your Directors have pleasure in submitting their 38th Annual Report of theCompany together with the Audited Financial Statements for the year ended 31st March2019.
1. FINANCIAL RESULTS
The Company's financial performance for the year under review alongwith previous year'sfigures are given hereunder:
(Rs. in lacs)
2. OPERATIONAL REVIEW
Gross revenues for this financial year stood at Rs 35592 as against Rs. 312747 inthe previous year. After providing for depreciation and taxation the net loss of theCompany for the year under review was placed at Rs. 767511 as compared to net Loss Rs.583733.20 in the previous year.
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 the provisions ofsection 186 of the Companies Act 2013.
The details of the investments made by company are given in the notes to the financialstatements.
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 2019 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 9is 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 Board has adopted the Policy in terms of Regulation 23 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 to ensure that allRelated Party Transactions with Related Parties shall be subject to a policy and approvalor ratification in accordance with Applicable Law. This Policy contains the policies andprocedures governing the review determination of materiality approval and reporting ofsuch Related Party Transactions. The Policy on Related Party Transactions is uploaded inthe Company's website i.e. www.concretecredit.in under the link http://www.concretecredit.in/imaaes/pdf-reports/other-comorate-announcements/policv-on-related-partv-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 of risk which may threaten thebusiness 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 Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given 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 designated employees have confirmed compliance with theCode.
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 4 Board meetings during the financial year. Detailedinformation is given 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) were appointed asIndependent Directors at the AGM held on 30th September 2014. They have submitted adeclaration that each of them meets the criteria of Independence as provided in Section149(6) of the Act and there has been no change in the circumstances which may affect theirstatus as Independent Director during the year.
Pursuant to provisions of Section 203 of the Companies Act 2013 which came into effectfrom April 1 2014 the Company has appointed Mr. Chandan Ghosh (PAN:AJQPG3865N) as ChiefFinancial Officer with effect from 20th January 2015.
Pursuant to the provisions of Section 149 of the Companies Act 2013 read with theCompanies (Appointment and Qualification of Directors) Rules 2014 and the erstwhileClause 49 of the Listing Agreements with the stock exchanges Mr. Jyotirindra Nath Dey(DIN: 00180925) was appointed as an Independent Director on the Board of the Company for aperiod of 5 (Five) years. He shall hold office as an Independent Director of the Companyup to September 29 2019 ("First Term" in line with the explanation to Sections149(10) and 149(11) of the Act).
The Nomination and Remuneration Committee of the Board of Directors on the basis ofthe report of performance evaluation of Independent Directors has recommendedreappointment of Mr. Jyotirindra Nath Dey as an Independent Director for Second Term of 5(Five) consecutive years on the Board of the Company. This appointment shall be effectivefrom September 30 2019 up to September 29 2024. On the recommendation of the Nominationand Remuneration Committee based upon the performance evaluation of Independent Directorsand the Board considers that given his background rich experience of diversified sectorsand contributions made by him during his tenure the continued association of Mr.Jyotirindra Nath Dey would be beneficial to the Company and it is desirable to continue toavail his services as an Independent Director. Accordingly the Board has recommendedreappointment of Mr. Jyotirindra Nath Dey as an Independent Director of the Company notliable to retire by rotation and for Second Term of 5 (Five) consecutive years on theBoard of the Company effective from September 30 2019.
Section 149 of the Act and provisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") inter alia prescribethat an Independent Director of a Company shall meet the criteria of Independence asprovided in Section 149(6) of the Companies Act 2013.
Mr. Jyotirindra Nath Dey is not disqualified from being appointed as Director in termsof Section 164 of the Companies Act 2013 and has given his consent to act as Director andhas also given declarations that he meets with the criteria of Independence as prescribedunder sub-section (6) of Section 149 of the Companies Act 2013 and under ListingRegulations (as amended from time to time).
In the opinion of the Board Mr. Jyotirindra Nath Dey meets the criteria ofIndependence and qualifies for appointment as an Independent Director.
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:
II. There was no increase in remuneration of directors chief financial officer inthe financial year so the percentage increase in remuneration cannot be expressed.Moreover some appointments were made during the financial year and hence information isfor 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: Therewas no 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 Companyi.e. www.concretecredit.in under the link:
18. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee comprises of the following three independent directors:-
(a) Mr. Jyotirindra Nath Dey - Chairman
(b) Mr. Bishnath Mahato
(c) Mr. Qamar Serajul Haque
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.
The policy on vigil mechanism is attached with this report as Annexure C and isalso available on the website of the company i.e. www.concretecredit.in under thelink: http://www.concretecredit.in/imaaes/Ddf-reDorts/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 Directorsat its meeting held on 13th February 2019 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 of independent Directors held on 28thMarch 2019performance of non-independent directors performance of the board as a whole andperformance of the Chairman was evaluated taking into account the views of executivedirectors and non-executive directors.
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 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 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;
(d) The directors had prepared the annual accounts on a going concern basis;
(e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequete and operating efficiently.
Internal financial control means the policies and procedures adopted by the Company forensuring the orderly and efficient conduct of its business including adherence toCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.
(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and 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 thereunder M/s R.K.Tapadia& Co. Chartered Accountants (ICAI Firm Registration No. 318166E) wereappointed as Statutory Auditors at the 36th Annual General Meeting held onSeptember 22 2017 to hold office until the conclusion of the 41st AnnualGeneral Meeting subject to ratification by shareholders at each Annual General Meeting.
26. SECRETARIAL AUDIT
Ms. Bhagwati Sharma Practising Company Secretary (ICSI Membership No. FCS 29504) hasbeen appointed as Secretarial Auditor of the Company for financial year ended 31st March2018.
The Secretarial Audit Report received from the Secretarial Auditor is annexed to thisreport 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 as per Schedule V(C) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 and requisite Certificate of Compliancefrom Statutory Auditor regarding compliance of conditions of Corporate Governance areannexed and forms part of the Annual report.
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 the shareholders for their support and confidence reposed on yourCompany and also appreciates the dedicated services rendered by the employees at alllevels.