THE SHARE HOLDERS
Your Directors have pleasure in presenting their report together with the auditedBalance sheet as at 31st March 2017and Statement of Profit & Loss for theyear ended on that date.
| || || ||(Rs.) |
|S. No. ||Particulars ||2016-2017 ||2015-2016 |
|1. ||Profit before Taxation and Provision for Standard Assets ||2834632.73 ||4385271.98 |
|2. ||Less: Provision for Standard Asset ||190350.00 ||82101.00 |
|3 ||Profit Before Taxation ||2644281.73 ||4303170.98 |
|4 ||Less: Provision for Income Tax ||1559991.00 ||1350000.00 |
|5 ||Add: Deferred Tax Assets ||32228.00 ||- |
|6 ||Profit/Loss After tax ||1116518.73 ||2953170.98 |
|7 ||Less: Statutory Reserve ||217000.00 ||591000.00 |
|8 ||Profit after transfer to Statutory Reserve ||867290.73 ||2362170.98 |
|9 ||Balance Brought forward from Balance Sheet ||8617155.54 ||6254984.56 |
|10 ||Balance carried forward to Balance Sheet ||9516647.27 ||8617155.54 |
Directors have decided to plough back the profits for future growth and hence nodividend on equity shares for the Financial Year 2016-17 has been recommended.
Transfer to Reserve
During the Financial Year ended 31st March 2017 the Company has transferreda sum of Rs. 217000/- towards reserve under Section 45-IC of the RBI Act 1934.
Revenue from Operation for financial Year 2016-2017at 7 146727099.65was lower by 66.35% over last year 7 221155931.07. Profit Before Tax for FinancialYear 2016-2017 ' 2644281.73 was lower by 61.45 % over last year ' Rs.4303170.98/-.
We have not accepted any Fixed Deposits and as Such no amount of Principle or Interestwas outstanding as of Balance sheet date.
Management Discussion and Analysis Report
In terms of provisions of Regulation 34 of Securities and Exchange Board of India(Listing Obligation and Disclosure Requirements) Regulation 2015 the Managementdiscussion and Analysis is set out in this Annual Report.
Listing with Stock Exchanges
The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 toBSE (Scrip Code 538708) where the Company's share are listed. The Company has paidListing Fess to CSE (Scrip Code-015111)
Dematerialisation of shares
85% of the Company's paid up Equity share Capital is in dematerialised form as on31/03/2017 and the balance are in physical form. The Company's registrar are M/s NicheTechnologies Private Limited having their registered office at D/511 Bagree Market 5thFloor 71 B R B Basu Road Kolkata-700001.
Number of Board Meetings Held
The Board of Directors duly met Seven times during the financial year from 1stApril 2016 to 31st March 2017. The maximum Interval between any two meetingsdid not exceed 120 days as prescribed in the Companies Act 2013.
Pursuant to the provisions of Sections 196 and 197 Schedule V and other applicableprovisions of the Companies Act 2013 approval be and is hereby given to the appointmentof Mr. Sourav Kedia (DIN: 07589569) as the Managing Director of the Company for a periodof five years with effect from 6th February 2017 in the board meeting shareholderapproval of which will be sought in the forthcoming Annual General Meeting. Mr. BhawaniShankar Darak resigned as a director w.e.f. 02.05.2017 and Mr. Ashish Nath was appointedas an Independent Additional Director w.e.f. 17.04.2017.
Directors and KMP
Reappointments:- As per the Provisions of the Companies Act 2013 Mr. Tuhina RakshitDirector of the Company retires by rotation at the ensuing Annual General Meeting andbeing eligible seeks reappointments. The Board recommends his reappointment.
Significant and Material Orders
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
The Board carried out an annual performance evaluation of its own performance theindividual Directors as well as the working of the Committees of the Board. Theperformance evaluation of Independent Directors was carried out by the entire Board. Theperformance of the Non Independent Directors was carried out by Independent Directors.Details of the same are given in the report on the Corporate Governance annexed to thisreport.
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 Companies 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.
Subsidiaries and Associates
The company has Two Subsidiary as on 31.03.2016. All of them cease to become subsidiaryduring the year. There are no associate or joint venture companies within the meaning ofSection 2 (6) of the companies Act 2013.
Declaration by Independent Directors
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of Independencelaid down in Section 149 (60 of the Companies Act 2013 and Regulation 25 of SEBI (Listingobligation and Disclosure requirements) Regulations 2015.
Director's Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 Director of your company herebystate and confirm that:-
a) In the preparation of the annual accounts for the year ended 31st March2017 the applicable accounting standards have been followed along with proper explanationrelating to material departures;
b) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of financial year and of the Loss of theCompany for the same period;
c) The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls in the company that are adequate arewere operating effectively;
f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.
Remuneration to the Directors/KMP
|Sr No. ||Names ||Designation ||Remuneration in 2016-2017 ||Remuneration in 2015-2016 |
|1 ||Mr. Murari Agarwal ||Whole Time Director ||Rs.120000 ||Rs. 120000 |
|2 ||Ms. Siddharth Sharma ||Company Secretary ||Rs.280000 ||Rs. 216000 |
|3 ||Mr. Sourav Kedia (app. w.e.f 06/02/2017) ||Managing Director ||Rs.44643.00 ||NIL |
Managerial Remuneration and Particular of Employees
The Information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Remuneration) Rules 2014 in respect of theemployees of the Company are given in annexure -1 forming part of this report.
Extracts of Annual Return
The details forming part of the Extract of the Annual Return in form MGT-9 is appendedas Annexure - 2.
At the Annual General Meeting held on September 30 2014 the Auditors M/s Ashok KumarNatwarlal and Co. Chartered Accountants Kolkata were appointed as the Auditor of theCompany to hold office till the conclusion of Annual General Meeting to be held in thecalendar year 2017. Management is in the process of appointing the new Auditor for thefinancial year 2017-18 as the tenure as per the provisions of the Companies Act 2013 haselapsed for M/s Ashok Kumar Natwarlal and Co. The Board of Directors have proposed thename of M/s. U.S. Agarwala & Associates for appointment as the Statutory Auditors ofthe Company. The appointment of M/s. U.S. Agarwala & Associates will be for a periodof 5 years subject to ratification at every Annual General Meeting of the Company.
Miss Rashmi Jaiswal (CP. No.-16091-Proprietor) practicing Company Secretary wasappointed to conduct the Secretarial Audit of the Company for the Year 2016-2017 formspart of Annual report.
Auditors's Certificate on Corporate Governance:-
As required by SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015the auditors' certificate on Corporate governance is enclosed as Annexure to the BoardReport.
Auditors' observation are suitably explained in notes to the Accounts and areself-explanatory.
Pursuant to Regulation 34 of the listing Regulation read with Schedule V to the saidregulations a compliance report on Corporate Governance has been annexed as part ofAnnual report along with Auditor's Certificate.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
Information required under Section 134(3)(m) of the Companies Act 2013 read with rule8 of the Companies (Accounts) Rules 2014 is not applicable to the Company.
Corporate Social Responsibility
In terms of Section 135 and Schedule VII of the Companies Act 2013 the CSR is notapplicable for the Company.
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013 avigil Mechanism for Directors and Employee to report genuine concerns has beenestablished.
Related Party Transactions
Relate Party Transactions that were not entered during the financial year. Thereforethe requirement of Form AOC-2 is not required.
Particulars of Loans Guarantees or Investments
The Company has not given Loans Guarantees and Investments. Therefore the requirementto disclose in Notes to Accounts are not required.
The Securities and Exchange Board of India on September 2 2015 issued SEBI (ListingObligations and Disclosure Requirements Regulations 2015 with the aim to consolidate andstreamline the provisions of the Listing Agreement for different segments of CapitalMarket to ensure better enforceability The said regulation were effective from December01 2015. Accordingly all listed entities were required to enter into the ListingAgreement with in Six Months from the effective Date. The Company entered into listingagreement with the Calcutta Stock Exchange and Bombay Stock Exchange on February 2017.
Disclosure under Sexual Harassment of Women at Work Place (Prevention Prohibition andRedressal) Act 2013
Your company is committed to creating and maintaining a secure work environment whereits employee customers Vendors etc can work and pursue business together in anatmosphere free of Harassment exploitation and intimidation. To empower women andprotect woman against Sexual harassment a policy for prevention of Sexual harassment hasbeen rolled out . The policy allows employees to report sexual harassment at the workplace.
Directors deeply acknowledge the trust and confidence you have placed in the company.Director would also like to thank all its Banker Customer Vendors and Shareholders fortheir Continued support to the Company. In specific the Board would also record itssincere appreciation of the Commitment and Contribution made by all employees of theCompany.
|Kolkata || |
BY ORDER OFTHE BOARD
|Date : 30.05.2017 || || |
| ||Murari Agarwal ||Sourav Kedia |
| ||(Whole - time Director) ||(Managing Director) |
| ||(DIN-05302257) ||(DIN- 07589569) |