Your directors are pleased to present the twenty second Annual Report of the companytogether with the audited financial statements of the company for the financial year endedMarch 31 2017.
1. FINANCIAL HIGHLIGHTS
The financial performance of the Company for the year under review along with previousyear figures is summarized below:
|Particulars || ||(Rs. in Lakhs) || |
| ||2016-17 ||2015-16 ||% change |
|Revenue from Operations and other income ||267.44 ||2.10 ||12635 |
|Less: Total Expenses ||270.14 ||18.39 ||1369 |
|Profit/(Loss) before Tax ||(2.70) ||(16.29) ||83 |
|Less: Tax Expenses: || || || |
|Current ||- ||- || |
|Deferred ||- ||- || |
|Taxes for earlier years ||- ||- || |
|Profit / (Loss) after Tax ||(2.70) ||(16.29) ||83 |
|Profit & Loss Account (Opening Balance) ||(190.17) ||(173.88) || |
|Less: || || || |
|- Profit/ (Loss) transferred to Special Reserves ||- ||- || |
|Surplus/(Deficit) in Statement of Profit & Loss ||(192.87) ||(190.17) ||(1) |
|Earnings per equity share ||(0.05) ||(0.32) ||(84) |
2. EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of section 92(3) read withRule 12(1) of the Companies (Management and Administration) Rules 2014 is furnished in Annexure-Aattached to this Report.
3. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW The Board ofDirectors met 7 (seven) times on 30.05.2016; 30.06.2016; 12.08.2016; 22.08.2016;24.10.2016; 14.11.2016; & 14.01.2017 during the year under review as detailed in Point3 of Corporate Governance Report annexed to this report.
4. DIRECTORS' RESPONSIBILITY STATEMENT IN TERMS OF SECTION 134(3)(c) OF THE COMPANIESACT 2013
Your directors confirm that:
(i) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departure;
(ii) Appropriate accounting policies have been selected and applied consistently andhave 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 as at March 31 2017 and profit and lossof the company for the year ended March 31 2017;
(iii) Proper and sufficient care has been taken 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;
(iv) The Directors had laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and were operating effectively.
(v) The annual accounts have been prepared on a going concern basis;
(vi) The directors have devised proper system to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
5. AUDITORS & AUDIT REPORTS
In terms of provisions of section 139 of the Companies Act 2013 M/s J.B.S. &Company Chartered Accountants (FRN: 323734E) had been appointed as Statutory Auditors ofthe company from the Annual General Meeting of 2016 upto the conclusion of Annual GeneralMeeting of 2019. But due to certain unavoidable circumstances the auditor has shownintent to discontinue as Auditor of the Company from the conclusion of this AGM.
M/s J.B.S. & Company retire at the ensuing Annual General Meeting pursuant to theprovisions of section 139(2) read with Companies (Audit & Auditors) Rules 2014.
Therefore the Board recommends the name of M/s Mandar Joshi & Company CharteredAccountants (FRN: 133423W) for appointment as Statutory Auditors of the company for aterm of one year from the conclusion of this Annual General Meeting till the conclusion ofAnnual General Meeting for the year 2018. The company has obtained a certificate from themto the effect that their appointment if made would be in conformity with section 139 and141 of the Companies Act 2013 and Companies (Audit & Auditors) Rules 2014.
There is no qualified or unqualified opinion observation or disclaimer in the AuditReport provided by the Statutory Auditors. The Report is self-explanatory and do not callfor any further comment as required under section 134(3)(f) of the Companies Act 2013.
Pursuant to the provisions of section 204 of the Companies Act 2013 read withCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014 SrutiDaga Practising Company Secretary was appointed to carry out Secretarial Audit of thecompany. The Secretarial Audit Report forms part of this report marked as
The Board has taken note on the restriction of Trading of the shares of the Company onthe Bombay Stock Exchange and proper steps have been taken for the Revocation process forthe same.
As per Section 203(1) of the Companies Act 2013 and Regulation 6 of SecuritiesExchange Board of India (Listing Obligation and Disclosure Requirement) Regulations 2015the Company is required is to appoint a Company Secretary. The Board has duly complyingwith these provisions has appointed Ms. Chanchal Sethia as the Company Secretary witheffect from 18.04.2017.
6. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
The Company has not made loan to any body corporate as mentioned under Section 186 ofthe Companies Act 2013.
The Company has made investment in other bodies corporate within the specified limit asmentioned under the provisions of Section 186 of the Companies Act 2013. The detaileddisclosure of which has been given in the financial statement under the head "NonCurrent Investments".
During the year under review the Company has not provided any guarantees to otherbodies corporate.
7. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES The disclosurerelated to Related Party Transactions in Form AOC-2 as required under Section 134(3)(h) ofthe Companies Act 2013 is not required to be provided as there had been no such relatedparty transaction during the year under review as prescribed under the provisions ofSection 188 and other relevant rules and provisions of the Companies Act 2013.
8. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR
The Company was incorporated on 16th day of September 1994 having CIN NoL17111WB1994PLC065138 in Kolkata West Bengal. The Company has been carrying on thebusiness of Investment in Shares & Securities. Efforts will be made for betterprospects and overall development of the Company in the ensuing year.
The Company has not transferred any amount in reserves during the year under review.
The board has decided to retain its earnings for future endeavors. Hence no dividendhas been recommended by the Board for the year ended March 31 2017.
11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTRELATE AND THE DATE OF THE REPORT
There is no Material change in the Financial Position of the Company since BalanceSheet date which will affect the Company.
12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows: Conservation of Energy: NIL Technology Absorption: Notapplicable Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL
13. RISK MANAGEMENT POLICY
The Board has framed a Risk Management Policy for the Company in order to detectmitigate and prevent risk both internal and peripheral arising to the Company. The Boardmakes regular assessment and monitoring of the same policy time to time in order to be atpar with changing situations scenarios and circumstances of the market.
14. CORPORATE SOCIAL RESPONSIBILITY POLICY
The Company does not fall under the criteria of making contributions towards variousactivities of Corporate Social Responsibility as envisaged under Section 135 of CompaniesAct 2013.
15. CHANGE IN THE NATURE OF BUSINESS IF ANY
There had been no change in the nature of business of the company during the year.
16. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
There had been changes in the Board of Directors during the year under review. Thedetails of which are as follows:
Mr. Ajaykumar Gupta has been appointed as the Managing Director pursuant to provisionsof Sections 196 197 and 203 read with Schedule V of the Companies Act 2013 and Rule 8 ofCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014 (includingany statutory modifications or enactment & re-enactment(s) thereof for the time beingin force) w.e.f 12th August 2016 to 11th August 2021. Mr. Ajaykumar Bhagwati Deora hasbeen appointed as the CFO of the Company w.e.f. 12th August 2016. Mr. Ajay Kumar BhagwatDeora (DIN: 07498745) has been appointed as Additional Director w.e.f. 24/10/2016. Mr.Pawan Kumar Anchalia (Din: 02912037) Mr. Devraj Roy (DIN: 03261305) and Mr. Anup KumarKarwa Shyamsunder (DIN: 06604697) resigned from the position of Director w.e.f.12/08/2016.
Mr. Ajaykumar Gupta (DIN: 03181399) is eligible to retire by rotation in the ensuingAnnual General Meeting. The Board has received the declaration as required under Section164(2) of the Companies Act 2013 affirming that he is not disqualified for beingappointed as director of the company. The Board hereby recommends the said appointment foryour approval. As required pursuant to the provisions of Regulation 36(3) of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 a brief resume of Mr.Ajaykumar Gupta (DIN: 03181399) nature of his expertise relationships between directors inter-selist of listed companies in which he holds the directorship and membership of committeesof the forms part of the Corporate Governance Report annexed herewith.
The company has received declaration from all the Independent Directors that they meetthe criteria of Independence as envisaged under the provisions of Companies Act 2013 readwith SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.
17. ANNUAL EVALUATION OF BOARD ITS COMMITTEES AND DIRECTORS
The company has devised a policy for performance evaluation of the individualdirectors board and its committees which includes criteria for performance evaluation.
Pursuant to the provisions of the Act and Regulation 17(10) of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas working of the committees of the board. The Board performance was evaluated based oninputs received from all the directors after considering criteria such as boardcomposition/ structure effectiveness of board/ committee processes and informationprovided to the board etc. A separate meeting of the Independent Directors was also heldduring the year for evaluation of performance of non independent directors.
18. NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Committee of the Board has devised a policy forselection and appointment of Directors Key Managerial Personnels and Senior ManagementEmployees and their remuneration. The committee has formulated the criteria fordetermining qualifications positive attributes and independence of a director. The policyon the above is attached marked as Annexure-C.
19. CORPORATE GOVERNANCE
The company is complying with corporate governance standards as envisaged under variousprovisions of the Companies Act 2013 and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 and has formed a framework in this regard. The corporategovernance report has been attached herewith marked as Annexure-D.
A certificate from Statutory Auditor of the Company M/s J.B.S. & Company CharteredAccountants conforming compliance to the conditions of Corporate Governance as stipulatedunder para E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 is enclosed to this report.
20. VIGIL MECHANISM
In accordance with section 177 of the Companies Act 2013 the Company has formulated aVigil Mechanism Policy to address the genuine concerns if any of the directors andemployees. Detail regarding the said policy has been given in Corporate Governance Reportwhich forms part of this report.
21. DETAILS OF SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY
The Company does not have any Subsidiary or Associate Company neither has it enteredinto any Joint Venture during the year under review. Thus the particulars of Subsidiary/Associate/ Joint Venture of the company as required pursuant to the provisions of section129(3) of the Companies Act 2013 is not required for the year under review.
During the year under review the company has not accepted or renewed any deposit underSection 73 to 76 of the Companies Act 2013 read with Companies (Acceptance of Deposits)Rules 2014 from public.
23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS
There had been no significant or material orders passed by the Regulators/ Courts whichwould impact the going concern status of the Company and its future operations.
24. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TOTHE FINANCIAL STATEMENT RULE 8 OF COMPANY (ACCOUNTS) RULES 2014}
The Company has adequate Internal Financial Control System commensurate with theoperations of the company including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation and to monitor and ensure compliance with applicable laws rules andregulations.
25. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The disclosures to be provided pursuant to section 197(12) of the Companies Act 2013read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 has been provided herewith marked as Annexure-E.
26. FRAUD REPORTING (REQUIRED BY THE COMPANIES AMENDMENT ACT 2015)
The Company has adopted best practices for fraud prevention and it followsconfidential anonymous reporting about fraud as defined under section 447 of theCompanies Act 2013 or abuse to the appropriate responsible officials of the Company. Nofraud on or by the company has been reported by the Statutory Auditors.
27. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS SWEAT EQUITY ESOS ETC
The company has got no scheme passed for issue of equity shares based upon EmployeeStock Option. Hence the disclosures as required pursuant to Rule 12(9) of Companies(Share Capital & Debentures) Rules 2014 is not applicable to the company for the yearunder review.
28. DISCLOSURE UNDER SEXUAL HARRASSEMNT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition & redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at workplace(Prevention Prohibition And Redressal) ACT 2013 and the rules thereunder.
During the financial year 2016-2017 the Company has not received any complaints ofsexual harassment.
Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment. The enthusiasm and unstinting efforts of theemployees have enabled to remain at the forefront of the Company. contributions made bythe employees at all levels.
The Directors would like to thank shareholders government agencies bankers & allother business associates for their continued support during the year. We place on recordour appreciation for the
| ||For and on behalf of the Board || |
|Date: 30.05.2017 ||Sd/- ||Sd/- |
|Place: Kolkata ||AjayKumar Gupta ||Deepa Hetal Hakani |
| ||Managing Director ||Director |
| ||DIN: 03181399 ||DIN: 07155347 |