The Directors of your Company have pleasure in presenting Annual Report together withthe Audited Accounts and Auditors Report for the year ended 31st March 2015.
1. Financial Performance:-
The financial performance of the Company for the Year ended 31st March 2015 is assummarized below:-
|Particulars ||2014-15 ||2013-14 |
|Gross Turnover & Other Income ||17.68 ||38.55 |
|Profit before Interest Depreciation & Taxation ||(78.22) ||28.60 |
|Less Interest ||0.00 ||0.00 |
|Profit / (Loss) before Depreciation & Taxation ||(78.22) ||28.60 |
|Less Depreciation ||0.03 ||0.04 |
|Profit / (Loss) before tax ||(78.19) ||28.56 |
|Less Provision for Taxation (Incl. Deferred Tax) ||0.00 ||0.00 |
|Net Profit / (Loss) for the year ||(78.19) ||28.56 |
|Add/ (less) Balance brought forward from previous Year ||(258.99) ||(288.48) |
|Balance Carried to Balance Sheet ||(337.18) ||(258.99) |
2. Performance Review:-
For the year 2014-15 the Turnover of the Company decreased and stood at Rs. 17.68Lakhs and Loss for the year at Rs. (78.19) Lakhs.
Your Directors do not recommend any dividend for the year under review.
Due to operational loss the Company has not transferred any amount to reserve duringthe year under review.
Mr. Naitik Prakash Modi (DIN- 01993179) Director retire from the Board by rotation andbeing eligible has offered himself for re-appointment at the ensuing Annual GeneralMeeting. Pursuant to the provisions of Section 161 of the Companies Act 2013 Ms. VanitaM Parmar (DIN- 05345249) was appointed as an Additional Director of the Company witheffect from 20th April 2015 and would hold Office up to the date of ensuing AnnualGeneral Meeting. Pursuant to Sections 149 150 & 152 of the Act read with Companies(Appointment and qualification of Director) Rules 2014 alongwith Schedule IV orre-enactment thereof for the time being in force) the Independent Directors can holdoffice for a term of Five consecutive years on the Board of your Company. Accordingly itis proposed to appoint Ms. Vanita M Parmar existing Director as Non ExecutiveIndependent Director for five consecutive years and shall not be liable to retire byrotation.
The Company has received requisite notices from Members proposing her candidature forappointment as an Independent Director and has also received Declaration from theaforesaid Independent Director confirming that she meets the criteria of Independence asprescribed under provisions of Section 149(6) of the Companies Act 2013 and Clause 49 ofthe Listing Agreement with the Stock Exchanges.
Brief resume of the Director proposed to be re-appointed qualification experience andthe name of the Companies in which they hold directorship membership of the boardcommittees as stipulated in the clause 49 of the listing agreement is provided in theReport on Corporate Governance forming a part of the annual report.
Mr. Bimal Kumar Mahanseria has tendered resignation w.e.f 1st October 2014. YourDirectors wish to place on records their sincere appreciation for the invaluable servicesrendered by him.
6. Listing of Equity Shares of the Company:-
Your Directors are pleased to inform you that Equity Shares of the Company had listedon the Bombay Stock Exchange Limited (BSE) on March 27 2015 under Scrip Code 539032. Nowthe equity shares of the Company are listed on Calcutta Stock Exchange Limited (CSE) andThe Bombay Stock Exchange Limited (BSE).
7. Share Capital:-
The paid up Equity Share Capital as at March 31 2015 stood at Rs 57203000. Duringthe year under review the Company has neither issued any shares with differential votingrights nor had granted any stock options or sweat equity.
8. Directors Responsibility Statement:-
Your Directors state that: a) In the preparation of the annual accounts for thefinancial year 2014-15 the applicable accounting standards read with requirements set outunder Schedule III of the Companies Act 2013 have been followed and there are nomaterial departures from the same; b) Appropriate accounting policies have been selectedand applied consistently and such judgments & estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2015 and of the Profit / loss of the Company for the accountingyear ended on that date; c) Proper & sufficient care has been taken for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing &detecting fraud and other irregularities; and d) The annual accounts of the Company havebeen prepared on a going concern basis. e) The Directors had devised proper systems toensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively. f) The Directors had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
M/s. Amit M Shah Chartered Accountants Statutory Auditors of the Company hold officetill the conclusion of the ensuing Annual General Meeting and are eligible forre-appointment. They have confirmed their eligibility to the effect that theirre-appointment if made would be within the prescribed limits under the Companies Act2013 and that they are not disqualified for re-appointment.
10. Auditors Report:-
The Notes on Financial statement referred to in the Auditors report are self explanatory and do not call for any further comments. The Auditors Report does not containany qualification reservation or adverse remark.
11. Secretarial Auditors Report:-
As per the provisions of Section 204 of the Companies Act 2013 the Board of Directorshave appointed M/s. Bhunwesh Bansal & Associates Practicing Company Secretary firm(FCS -6526 & COP.No: 9089) as Secretarial Auditor to conduct Secretarial audit of theCompany for the financial year ended on March 31 2015.Secretarial Audit Report issued byM/s. Bhunwesh Bansal & Associate Practicing Company Secretary firm in form MR-3 isenclosed as Annexure - II to this Annual Report. There are no qualifications inSecretarial Audit Report.
12. Tax Provisions:-
The Company has made adequate provisions as required under the provisions of Income TaxAct 1961 as well as other relevant laws governing taxation on the company.
13. Fixed Deposits:-
The Company has not accepted any deposits from the public in terms of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
14. Managements Discussion and Analysis Report:-
A detailed review of the operations performance and future outlook of the Company andits businesses is given in the Managements Discussion and Analysis Report whichforms part of this Report. as Annexure III.
15. Corporate Governance:-
We adhere to the principal of Corporate Governance mandated by the Securities andExchange Board of India (SEBI) and have implemented all the prescribed stipulations. Asrequired by Clause 49 of the Listing Agreement a detailed report on Corporate Governanceforms part of this Report. The Auditors Certificate on compliance with CorporateGovernance requirements by the Company is attached with the Corporate Governance Report.as Annexure IV.
16. Conservation of energy technology absorption and foreign exchange earnings andoutgo:-
The particular as prescribed under sub-Section (3)(m) of section 134 of the CompaniesAct 2013 read with Rule 8(3) the Companies (Accounts) Rules 2014 (i) Part A and B ofthe Rules pertaining to conservation of energy and technology absorption are notapplicable to the Company.
(ii) Foreign Exchange Earnings and Outgo:
Foreign Exchange Earned - Rs. Nil Foreign Exchange Used - Rs. Nil 17. Particulars ofEmployees:-
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees particulars which is available for inspection by theMembers at the Registered Office of the Company during business hours on working days ofthe Company up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard.
18. Number of Meetings of the Board of Directors:-
During the year ended March 31 2015 eight Board Meetings were held. The dates onwhich the Board meetings were held are May 5 2014 May 30 2014 August 14 2014September 17 2014 October 1 2014 November 14 2014 January 12 2015 and February 162015.
19. Statement on Declaration Given By Independent Directors Under Sub-Section (6) OfSection 149:-
The independent directors have submitted the declaration of independence as requiredpursuant to Section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub-Section(6).
20. Particulars of Loan Guarantees And Investments By Company:-
During the financial year ended March 31 2015 no loan guarantee and investment underSection 186 of the Companies Act 2013 was made by the Company.
21. Related Party Transactions:-
During the financial year ended March 31 2015 no contracts or arrangements enteredwith related parties referred to in sub Section (1) of Section 188 of the Companies Act2013. Thus disclosure in form AOC-2 is not required. Further there are no materialrelated party transactions during the year under review with the Promoters Directors orKey Managerial Personnel.
22. Extract of Annual Return:-
The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of theCompanies Act 2013 and Rule 12 of Companies (Management and Administration) Rules 2014and the same is enclosed as Annexure - I to this Report.
23. Significant And Material Orders Passed By The Regulators or Court:-
There are no Significant and Material orders passed by the regulators or Courts thatwould impact the going concern status of the Company and its future operations.
24. Audit Committee:-
In accordance with the provisions of Section 177 of the Companies Act 2013 and Clause49 of the Listing Agreement the Company has constituted an Audit Committee comprising ofthe following Directors viz. Mr. Dhanraj D Vithalani (Chairman) Mr. Ashok Patel and Mr.Hemal Arunbhai Mehta. Audit Committee acts in accordance with the terms of referencespecified from time to time by the Board. There is no such incidence where Board has notaccepted the recommendation of the Audit Committee during the year under review.
25. Details in Respect of Adequacy of Internal Financial Controls with Reference to theFinancial Statement:-
Internal Control Systems has been designed to provide reasonable assurance that assetsare safeguarded transactions are executed in accordances with managementsauthorization and properly recorded and accounting records are adequate for preparation offinancial statements and other financial information. Internal check is conducted on aperiodical basis to ascertain the adequacy and effectiveness of internal control systems.Further the testing of such controls shall also be carried out independently by theStatutory Auditors from the financial year 2015-16 onwards as mandated under theprovisions of the Companies Act 2013.
In the opinion of the Board the existing internal control framework is adequate andcommensurate to the size and nature of the business of the Company.
26. Risk Management Policy:-
The Company understands controlling risk through a formal programme is necessary forthe well-being of the Company. To this end the Board has formed an Enterprises RiskManagement Committee to identify the risks impacting the business and formulatestrategies/ policies aimed at risk mitigation as part of risk management. Further a coreCommittee comprising senior management has also been formed to identify and assess keyrisks and formulate strategies for mitigation of risks identified in consultation withprocess owners.
During the year the Board of Directors has also adopted a formal Risk Managementpolicy for the Company whereby risks are broadly categorized into StrategicOperational Compliance and Financial & Reporting Risks. The Policy outlines theparameters of identification assessment monitoring and mitigation of various risks whichare key to business objectives.
27. Corporate Social Responsibility (CSR):-
During the financial year ended March 31 2015 no Contribution towards the CorporateSocial Responsibility under Section 135 of the Companies Act 2013 was made by theCompany.
28. Nomination And Remuneration policy of Directors Key Managerial Personnel And otherEmployees:-
In adherence of Section 178(1) of the Companies Act 2013 the Board of Directors ofthe Company in its Meetings approved a policy on directors appointment andremuneration including criteria for determining qualifications positive attributesindependence of a director and other matters provided u/s 178(3) based on therecommendations of the Nomination and Remuneration Committee. The broad parameters coveredunder the Policy are Company Philosophy Guiding Principles Nomination ofDirectors Remuneration of Directors Nomination and Remuneration of the Key ManagerialPersonnel (other than Managing/ Whole-time Directors) Key-Executives and SeniorManagement and the Remuneration of Other Employees.
29. Formal Annual Evaluation:-
As the ultimate responsibility for sound governance and prudential management of acompany lies with its Board it is imperative that the Board remains continuallyenergized proactive and effective. An important way to achieve this is through anobjective stock taking by the Board of its own performance.
The Companies Act 2013 notified on 1st April 2014 not only mandates board anddirector evaluation but also requires the evaluation to be formal regular andtransparent. Subsequently through two circulars (dated April 17 2014 and September 152014) SEBI has also revised the Equity Listing Agreement to bring the requirements onthis subject in line with the Act.
In accordance with the framework approved by the Nomination and Remuneration Committeethe Board of Directors in its Meeting undertook the evaluation of its own performanceits Committees and all the individual Directors.
The review concluded by affirming that the Board as a whole as well as all of itsMembers individually and the Committees of the Board continued to display commitment togood governance ensuring a constant improvement of processes and procedures.
The Board wishes to place on record its sincere appreciation for the assistance andco-operation received from Bankers Government Departments and other Business Associatesfor their continued support towards the conduct of operations of the Company efficiently.
The Directors express their gratitude to the shareholders for their continuingconfidence in the Company. The Directors also acknowledge the hard work and persuasiveefforts put in by the employees of the Company in carrying forward Companys visionand mission.
| ||On behalf of the Board of Directors |
| ||For Fraser And Company Limited |
| ||Sd/- |
| ||Ashok C Patel |
| ||DIN- 06659772 |
| ||Chairman |
|Kolkata 29th May 2015 || |