You are here » Home » Companies » Company Overview » Enterprise International Ltd

Enterprise International Ltd.

BSE: 526574 Sector: Others
NSE: N.A. ISIN Code: INE439G01019
BSE 00:00 | 13 Jul 9.31 0
(0.00%)
OPEN

9.31

HIGH

9.31

LOW

9.31

NSE 05:30 | 01 Jan Enterprise International Ltd
OPEN 9.31
PREVIOUS CLOSE 9.31
VOLUME 1
52-Week high 16.10
52-Week low 5.50
P/E 3.98
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 9.31
CLOSE 9.31
VOLUME 1
52-Week high 16.10
52-Week low 5.50
P/E 3.98
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Enterprise International Ltd. (ENTERPRISEINTL) - Director Report

Company director report

Your Directors are pleased to present the Twenty Eighth Annual Report along with theAudited

Financial Statement of the Company for the financial year ended on March 31 2017.

1. FINANCIAL RESULTS

The summarized Financial results are as under:

(Rupees in Lacs)
Year ended 31.03.2017 Year ended 31.03.2016
Total Income 4504.86 2853.55
Profit before Interest
depreciation & Tax 37.02 22.56
Less : Interest 16.67 6.17
Profit before Depreciation & Tax 20.35 16.39
Less : Depreciation 6.41 6.28
Profit / (Loss) before Tax 13.94 10.11
Less : Provision for Tax 4.12 2.96
Profit / (Loss) after Tax 9.82 7.15
Add : Surplus brought forward 225.03 217.88
Surplus carried to Balance Sheet 234.85 225.03

2. OPERATIONS :

Despite achieving higher turnover during the year due to the competitive market theincrease in profit was not commensurate. Your Company expects challenging timeduring the year.

3. DIVIDEND

In view of meager profit the Board does not recommend any dividend.

4. CONSERVATION OF ENERGY TECHNOLOGICAL ABSORPTION FOREIGN EXCHANGE EARNING& OUTGO:

The Company has no activities requiring disclosures relating to conservation of Energyetc. The

Technology is indigenous based on hand process. During the year under review theearnings in Foreign Currency was Rupees NIL and the Expenditure in Foreign Currency wasRs.3809.58

Lacs.

5. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12 (1) of the Companies(Management and Administration) Rules 2014 the details forming part of the extract ofthe Annual Return in Form MGT-9 is annexed herewith marked as Annexure "A"

6. DIRECTOR AND KEY MANAGERIAL PERSONNEL:

Smt. Brijlata Sarda (Din No. 00565190) resigned as whole time Director w.e.f. 29th May2017.

She Continues as Ordinary Director.

Smt. Brijlata Sarda Director of the Company liable to retire by rotation and beingeligible has

offered herself for re-appointment.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under section149(6) of the Companies Act 2013 and SEBI (Listing Obligations & DisclosureRequirements) Regulation 2015.

7. BOARD EVALUATION:

Pursuant to the provisions of Companies Act 2013 and SEBI (Listing Obligations &Disclosure requirments) Regulation 2015 the Board has carried out an evaluation of itsown performance the directors individually as well as the evaluation of the working ofits Audit Committee and Nomination and Remuneration Committee. During the year the Boardadopted a formal mechanism for evaluating its performance and as well as that of itsCommittees and individual Directors including the Chairman of the Board. The exercise wascarried out through a structured evaluation process covering various aspects of the Boardsfunctioning such as composition of the Board & committees experience &competencies performance of specific duties & obligations attendance of themeetings governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Board Chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board andthat of the

Chairman and the Non-Independent Directors were carried out by the IndependentDirectors.

The Directors were satisfied with the evaluation results which reflected the overallengagement

of the Board and its Committees with the Company.

8. REMUNERATION POLICY:

The terms of reference / role of the Nomination and Remuneration Committee is todetermine the Company's policy on the remuneration package of its Executive Directors andto determine and approve the terms & conditions and remuneration package of itsExecutive Directors including revision thereof from time to time and to deliberate onand decide matters incidental thereto or consequential thereof.

9. MEETINGS:

The details of the Board Meeting and General Meeting are given in Annexure 'B'.

10. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act 2013 with respect to Directors'Responsibility

Statement it is hereby confirmed:

(a) That in the preparation of Annual Accounts the applicable Accounting Standard hasbeen

followed.

(b) That the Directors have selected such Accounting Policies and applied themconsistently and Made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as on 31st March 2017 andthe Profit and Loss for that period.

(c) That the Directors have taken proper and sufficient care for maintenance ofadequate accounting Records in accordance with the provisions of the Companies Act 2013for safeguarding assets of the Company and for preventing and detecting frauds and otherirregularities.

(d) That the Directors have prepared the Annual Accounts on Going Concern Basis.

(e) The Directors have laid down internal financial controls to be followed by theCompany

and that such internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper system to ensure compliance with the provisions ofall

applicable laws and that such system were adequate and operating effectively.

11. AUDIT COMMITTEE:

The composition of the Audit Committee is as under :-

Name of the Committee Members Nature of Directorship Membership
Sri Anjan Kumar Dutta Non-Exec-Independent Chairman
Sri Gopal Das Sarda Executive Director Member
Sri Shibnath Mazumdar Non-Exec-Independent Member

During the year 4 meetings of the Audit Committee was held on 28.05.2016 29.07.2016

27.10.2016 and 30.01.2017.

12. NOMINATION AND REMUNERATION POLICY :

The composition of the Nomination and Remuneration Committee is as under :-

Name of the Committee Members Nature of Directorship Membership
Sri Anjan Kumar Dutta Non-Exec-Independent Chairman
Sri Shibnath Mazumdar Non-Exec-Independent Member
Sri Debashish Dutta Non-Exec-Independent Member

During the year 1 meeting of the Nomination and Remuneration Committee was held on

16.03.2017.

13. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

Mr. Anjan Kumar Dutta Independent non-executive director is the Chairman of theCommittee. Mr. Gopal Das Sarda is the member of the Committee. Terms of Reference of theStakeholders Relationship Committee has been revised as per the guidelines set out in thelisting agreement with the BSE Limited CSE Limited and the Companies Act 2013 whichinter alia include looking into the security holders grievance issue of duplicate sharesexchange of new share certificates recording dematerialization of shares and relatedmatters.

During the year 2 meetings of the Stakeholders Relationship Committee was held on22.09.2016

and 16.03.2017.

14. RELATED PARTY TRANSACTION:

All Related Party Transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Key ManagerialPersonnel or other designated persons which may have potential conflict with interest ofthe Company at large. Your Directors draw attention of the members to Notes to thefinancial statement which sets out related party disclosures.

15. CODE OF CONDUCT:

The Company has a Code of Conduct which is applicable to directors and managementpersonnel of the Company. The Company believes in conducting business in accordance withthe highest standards of business ethics and complying with applicable laws rules andregulations.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the directors and management personnel in their business dealings and inparticular on matters relating integrity in the work place in business practices andcomplying with applicable laws etc. All the directors and management personnel havesubmitted declaration confirming compliance with the code.

16. ISSUE OF SHARES:

During the Financial year ended 31 st March 2017: i) The Company has not granted anyEmployees Stock Option. ii) The Company has not issued any Sweat Equity Shares. iii) TheCompany has not issued any equity shares with differential rights. iv) The Company has notallotted any bonus issue during the year.

17. PUBLIC ISSUE:

During the year under review your Company has not issued any securities to the public.

18. PUBLIC DEPOSIT:

During the Year the Company has not accepted any Deposit from the Public within themeaning.

of section 73 of the Companies Act 2013.

19. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN

AND SECURITIES PROVIDED:

Particulars of Loans given Investments made Guarantees given and Securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the financial statement.

20. DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THECOMPANIES ACT 2013 READ WITH RULE 5(1) OF THE

COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014.

The required details are provided in Annexure `C' annexed to this Report.

21. INFORMATION AS PER SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH RULE 5(2)& 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES2014 AND FORMING PART OF THE DIRECTORS' REPORT FOR THE YEAR ENDED 31st MARCH 2017

The required details are provided in Annexure 'D' annexed to this Report.

22. RISK MANAGEMENT POLICY:

Pursuant to section 134(3) (n) of the Companies Act 2013 the Board of directors ofthe Company has adopted a Risk management Policy of the Company. The Company managesmonitors and reports on the principal risks and uncertainties that can impact its abilityto achieve its strategic objectives.

The Company has introduced several improvements to Integrated Enterprise RiskManagement Internal Controls Management and Assurance Frameworks and processes to drive acommon integrated view of risks optimal risk mitigation responses and efficientmanagement of internal control and assurance activities. This integration is enabled byall three being fully aligned across Group wide Risk Management Internal Control andInternal Audit methodologies and processes.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company promotes ethical behaviour in all its business activities and has put inplace a mechanism for reporting illegal or unethical behaviour. The Company has a Vigilmechanism and Whistle blower policy under which the employees are free to reportviolations of applicable laws and regulations and the Code of Conduct. The reportablematters may be disclosed to the Ethics and Compliance Task Force which operates under thesupervision of the Audit Committee. Employees may also report to the Chairman of the AuditCommittee. During the year under review no employee was denied access to the AuditCommittee.

24. 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 preclearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. All the Board of Directors anddesignated employees have confirmed compliance with the Code.

25. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation were observed. During the year the companyappointed M/s Arup & Associates Chartered Accountant (Firm Registration No. 318034E)as an internal auditor. The firm is authorized to by the Audit Committee to access theadequacy and compliance of internal control process statutory requirements etc. The AuditCommittee met regularly to review reports submitted by the Internal Auditor. The AuditCommittee upon discussion with internal auditor set up applicable control measures for theCompany.

26. STATUTORY AUDITORS:

M/s K M Tapuriah & Co Chartered Accountants (Firm Registration Number 314043E) were

re-appointed as Statutory Auditors of the Company at the 27 Annual General Meeting heldon

28 September 2016 from the conclusion of that Annual General Meeting till theconclusion of

the 28 Annual General Meeting. M/s K M Tapuriah & Co. would vacate office as theAuditors of the Company at the conclusion of the ensuing Annual General Meeting pursuantto the provisions of Section 139(2) (b) of the Companies Act 2013 dealing with thecompulsory rotation of Auditors. Pursuant to the applicable provisions of the CompaniesAct 2013 on the recommendation of the Audit Committee of the Board it is proposed toappoint M/s NRV &

Associates Chartered Accountants (Firm Registration Number 325333 E) as the Statutory

Auditors of the Company to hold the office from the conclusion of the 28 Annual General

Meeting of the Company until the conclusion of the 33 Annual General Meeting. Necessaryresolution for the appointment of M/s NRV & Associates & Company CharteredAccountants as the Statutory Auditors is included in the notice of the Annual GeneralMeeting.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

27. SECRETARIAL AUDITOR:

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Mr. B. L. Patni a whole time Company Secretary in practice having MembershipNo. 1321 to undertake the Secretarial Audit of the Company. The Secretarial Audit Reportfor the financial year ended March 31 2017 is annexed herewith to this Report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.

28. MATERIAL CHANGES:

There are no material changes and commitments affecting the financial position of thecompany have accured between the date financial year of the Company and date of thereport. There is no change in the nature of business of the Company.

29. SUBSIDIARY COMPANY:

The Company has no Subsidiary Associates or Joint Ventures.

30. SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS:

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.

31. LISTING:

In the term of resolution passed at the Board Meeting of the Company held on 22ndMarch 2016 the Company had applied for delisting of Shares from Calcutta Stock ExchangeLtd. The application for delisting of Shares is in the process however the Company Shareswill remain listed in the Bombay Stock Exchange even after delisting from Calcutta StockExchange Ltd.

32. GENERAL:

Your Director further state that during the year under review there was no cases filedpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

33. ACKNOWLEDGEMENT:

For and on behalf of the Board the Directors wish to place on record their sincereappreciation for the Support and continued co-operation received from Banks SEBIShareholders customers and all the staffs of the Company during the year.

By Order of the Board
For ENTERPRISE INTERNATIONAL LTD.
GOPAL DAS SARDA
Chairman
(Din No. 00565666)
Place : Kolkata
Dated : 28th July 2017