The Board of Directors present 26th Annual Report and the Audited FinancialResults of the Company for the year ended 31st March 2019.
|FINANCIAL RESULTS || || |
| || ||(Rs. In Lakhs) |
|Particulars ||Year 2018-19 ||Year 2017-18 |
|Total Income ||9.14 ||54.84 |
|Total Expenditure ||22.57 ||54.32 |
|Profit before Tax ||(13.43) ||0.52 |
|Exceptional Items ||(1291.96) ||- |
|Less : Provision for Tax ||29.22 ||(1.95) |
|Profit after Tax ||(1334.61) ||2.47 |
In view of the losses the Board does not recommend any dividend.
The equity shares of the Company are listed at the Bombay Stock Exchange Ltd. (BSE).
During the year M/s. Happy Mining Pty Ltd Australia has ceased to be a subsidiary ofthe company.
Under the provisions of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a report on the Corporate Governance along with Certificate of theAuditors and a Report on Management Discussion and Analysis are annexed and forms part ofthis Annual Report.
During the year under consideration following changes have taken place
Mr. Atma Ram Dubey (DIN : 00166614) has resigned the Board with effect from14.08.2018.
Mr. Jay Prakash Lahoti has been appointed as a Company Secretary with effectfrom 03.09.2018
Mr.Sajjan Kumar Tailor is appointed as Chief Financial Officer w.e.f. 27.05.2019
Number of Board Meetings held:
The Board of Directors duly met 7 (seven) times on 30.05.2018 26.06.2018 14.08.201815.09.2018 14.11.2018 14.02.2019 29.03.2019
The Company has not accepted or renewed any Public Deposits as defined underprovisions of Chapter V of the Companies Act 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement your Directors hereby confirm and statethat-
a) in the preparation of the annual accounts for the year ended 31st March 2019 theapplicable accounting standards have been followed along with proper explanation relatingto 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 the year ended 31st March 2018 andof the profit of the company 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 andwere 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.
The Audit Committee comprises of Mr. Raj Narayan Yadav-Chairman and Mr. Sajjan KumarTailor and Ms. Kajal Ramesh Bhatia as Members. The committee periodically discusses withthe Statutory Auditors about the internal control system the scope of audit and reviewsthe financial statements before submission thereof to the Board and ensures compliance ofinternal control system apart from considering any reference made to it by the Board ofDirectors.
M/s.Tarmaster & Co. Chartered Accountants Statutory Auditor of the Company holdsoffice upto the Annual General Meeting for the year 2023.
The Auditors qualification under Note 25 regarding non provision of interest andAuditors statement on "going concern" ability of the company is selfexplanatory.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the companies Act 2013 relating to the corporatesocial responsibility are not applicable as the Company does not fall in any of thecriteria mentioned in that Section.
SECRETARIAL AUDIT REPORT
Ms.Deepika Srivastava Company Secretary in Practice has submitted Secretarial auditReport (annexed as Annexure-A) in terms of section 203 of the Companies Act 2013.
The observation of the Auditor in her Report is self explanatory.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-B.
RISK MANAGEMENT POLICY
Board of Directors have formulated and implemented a risk management policy for thecompany. The Board has been addressing various risks impacting the Company includingidentification therein of elements of risk if any which in the opinion of the Board maythreaten the existence of the company.
In pursuance to the provisions of Section 177 (9) & (10) of the Companies Act 2013and provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 a Vigil Mechanism Policy for directors and employees to report genuine concerns hasbeen established.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP/ EMPLOYEES)
The disclosures of particulars of employees required under Section 134 (3) (q) andSection 197 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014:
Top Two Employees in terms of remuneration drawn during the year are Mr.Sajjan KumarTailor and Mr.Jay Prakash Lahoti.
None of the above employees has drawn remuneration during the year in excess of theprescribed limited under Rules 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014. As such the disclosures required under the said ruleare not required.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION ETC.
The Nomination and Remuneration Committee of the Company has framed a suitable policyon Directors' appointment which identifies the qualifications positive attributesindependence of the Directors. The Committee has also recommended to the Board a Policy onremuneration for the Directors Key Managerial Personnel and other employees.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The Company has no information and details to disclose pursuant to Section 134 of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) rules 2014 regardingconservation of energy technology absorption.
The foreign exchange earning and outgo during the year under review are as follows: a)Foreign Exchange Earning : Nil b) Foreign Exchange Outgo : Nil
RELATED PARTY TRANSACTIONS
All the related party transactions that were entered during the financial years were inthe ordinary course of business of the company and were on arm length basis. There were nomaterially significant related party transactions entered by the company during the yearwith the promoters directors key managerial personnel or other persons which may have apotential conflict with the interest of the company.
LOANS GUARANTEES AND INVESTMENT
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year under review such controls were tested and noreportable material weaknesses in the design or operation were observed.
DETAIL OF FRAUD AS PER AUDITORS REPORT
The auditor has not reported any fraud by the official or the employees of the companyfor the financial year ended 31st March 2019.
The Directors place on record their gratitude to the bankers Government employees andshareholders and other agencies for their assistance cooperation and encouragementextended to the Company.
| ||For and on behalf of the Board || |
| ||S. K. Tailor ||R. N Yadav |
|Place : Kolkata ||Managing Director & CFO ||Director |
|Date : 14.08.2019 ||DIN No. 02022077 ||DIN No. 06778731 |