Your Directors have pleasure in presenting the 39thAnnual Report ofthe Company along with the Audited Financial Statements for the year ended on 31stMarch 2018.
The Company's financial performance for the year under review along with previousyear's figures are given hereunder:
|Particulars ||As on 31.03.2018 ||As on 31.03.2017 |
| ||(inRs) ||(in Rs) |
|Total Income from Business operations ||326657.24 ||1663028.58 |
|Total Expenses ||1013574.15 ||960747.91 |
|Profit before tax ||(686916.91) ||702280.67 |
|Current Tax ||- ||- |
|Tax relating to previous Year ||- ||- |
|Deferred tax ||- ||- |
|Mat Credit ||- ||- |
|Profit For the Year ||(686916.91) ||702280.67 |
| || || |
|Net Profit /(Loss) after Tax ||(686916.91) ||702280.67 |
The Board of Directors does not recommend any dividend for the year under review.
The company transferred loss of Rs. (688816.91) to General reserves during the year.
STATE OF COMPANY'S AFFAIRS
The Company is a core investment company. Presently the company has no operations.Financial position of the Company is given in the above paragraphs.
HOLDING/S UBSIDIAR Y/ASSOCIA TE
The Company does not have anyHolding Subsidiary or Associate Company& it has notentered into any joint ventures.
ACCEPTANCE OF FIXED DEPOSITS
The Company has not accepted any Fixed Deposits from general public within the purviewof Section 73 of the Companies Act 2013 during the year under review.
The paid up share capital as on 31st March 2018 was 62.94 lacs. The Companyhas not issued shares with differential voting rights nor granted stock options nor sweatequity.
Mr. Pankaj Hiralal Raval (DIN: 00288660)Directors of the Company retires by rotationand being eligible offers himself for re-appointment.
Your Board recommends their appointment / re-appointment at the ensuing Annual GeneralMeeting. KEY MANAGERIAL PERSONNEL
During the year there was no change in the composition of Key Managerial Personnel.
NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Committee works with the Board to determine theappropriate characteristics skills and experience for the Board as a whole and itsindividual members with the objective of having a Board with diverse backgrounds andexperience in business government education and public service. The Company hasconstituted a Nomination and Remuneration Committee with the responsibilities offormulating the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration for the directors Key Managerial Personnel and other employees. TheNomination and Remuneration Policy is annexed to the Directors' Report as AnnexureB'.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from all Independent Directors undersection 149(7) of the Companies Act 2013 and SEBI (LODR) Regulations 2015confirming thatthey meet the criteria of independence as prescribed in section 149(6) of the CompaniesAct 2013.
Pursuant to the provisions of the Companies Act 2013 the Board has carried out theannual performance evaluation of its own performance and of the Directors individually aswell. A discussion was done considering the inputs received from the Directors coveringvarious aspects of the Board's functioning such as adequacy of the composition of theBoard and its Committees Board culture execution and performance of specific dutiesobligations and governance. The performance evaluation of the Board and committees areusually carried out on the basis of questionnaires devised in house.
A separate exercise was carried out to evaluate the performance of individual Directorswho were evaluated on the basis of questionnaire devised for this purpose. The Directorsexpressed their satisfaction with the evaluation process.
The Board met four(4) times during the financial year viz.29/05/2017 11/08/201713/09/2017 and 12/02/2018.The details of the Directors' attendance at the Board Meetingsare given below:
|SL No. ||Director ||No. of Meetings attended |
|1 ||Mr.PankajHiralalRaval ||4 |
|2 ||Mr. Naba Kumar Das ||4 |
|3 ||Ms.Punam Rao (Whole Time Director) ||2 |
|4 ||Mr.Manab Kumar Das (Independent Director) ||3 |
|5 ||Mr Tushar KantiMittra (Independent Director) ||3 |
DIRECTORS* RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 withregard to the Directors' Responsibility Statement your Board confirms that:-
a) in the preparation of the annual accounts for the financial year ended on 31stMarch2018 the applicable accounting standards have been followed along with proper explanationrelating to material departures;
b) the Directors have selected such accounting policies and applied them consistentlyand 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 31stMarch 2018 and ofthe profit /loss of the Company for that 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) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
f) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;
In terms of Regulation 34 of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations2015 (hereinafter "ListingRegulations") a Report on Corporate Governance along with Compliance Certificateissued by Statutory Auditors of the Company is attached as Annexure and form integral partof this Report (hereinafter "Corporate Governance Report")
The Chief Financial Officer has duly given a certificate to the board as contemplatedin Regulation 17 (viii) of the listing agreement.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement with the Stock Exchanges in India is included ina separate section annexed to and forming part of the Director's Report.
AUDIT COMMITTEE & NOMINATION AND REMUNERATION COMMITTEE
Pursuant to Sections 177 and 178 of the Companies Act 2013 read with Rules madethereunder the Company has constituted an Audit Committee and Nomination and RemunerationCommittee of the Board as the Company is listed with Bombay Stock Exchange.
The Audit Committee is working according to the terms of the Companies Act and SEBIListing Regulations 2015 which includes duties and functions and also such otherfunctions as maybe specifically delegated to it by the Board from time to time. Thereforethe Board has duly constituted Audit Committee comprising of Mr. Manab Kumar DasIndependent Director; Mr. Naba Kumar Das Non-Executive Director and Mr. Tushar KantiMittra Independent Director. The Audit committee held four meetings during the year2017-18.
The Audit Committee held four meetings on 29/05/2017 11/08/2017 13/09/2017 and12/02/2018 during the year ended 3 lstMarch 2018. The necessary quorum waspresent for all the meetings.
The Company Secretary acts as a Secretary to the Committee.
The terms of reference of Audit Committee includes:-
a) the recommendation for appointment remuneration and terms of appointment ofauditors of the company;
b) review and monitor the auditor's independence and performance and effectiveness ofaudit process;
c) examination of the financial statement and the auditors' report thereon;
d) approval or any subsequent modification of transactions of the company with relatedparties;
e) scrutiny of inter-corporate loans and investments;
f) valuation of undertakings or assets of the company wherever it is necessary;
g) evaluation of internal financial controls and risk management systems;
h) monitoring the end use of funds raised through public offers and related matters;
i) any other as may be decided by the Board.
The Board has also constituted Nomination and Remuneration Committee comprising of Mr.Manab Kumar Das Independent Director; Mr. Naba Kumar Das Non-Executive Director and Mr.Tushar Kanti Mittra Independent Director. The role of Nomination and RemunerationCommittee includes formulation of the criteria for determining qualifications positiveattributes and independence of a director and recommend to the Board a policy relating tothe remuneration of the Directors Key Managerial Personnel and other employees etc. TheNomination & Remuneration committee met four times during the year.
STAKEHOLDERS* RELATIONSHIP COMMITTEE (FORMERLY SHARE TRANSFER CUM INVESTORS' GRIEVANCECOMMITTEE) NOMENCLATURE AND TERMS OF REFERENCE OF THE COMMITTEE
The Board of Directors of the Company has formed Stakeholders' RelationshipCommittee' (the committee'). The committee deals with various matters relating tosatisfactory redressal of shareholders and investors' grievances and recommends measuresfor overall improvement in the quality of investor services. The Stakeholder'sRelationship Committee met three times during the year. An insight of the matters dealswith by the committee is given hereunder:
To review and note all matters relating to the registration of transfer andtransmission of shares and debentures transposition of shares sub-division of sharesissue of duplicate share certificates or allotment letters and certificates for debenturesin lieu of those lost/misplaced;
To look into the redressal of shareholders' and investors' complaints relatingto the transfer of shares non-receipt of Annual Report/notices dividends etc;
To oversee the performance of the Registrar & Share Transfer Agents;
To review dematerialization and rematerialization of the shares of the Company;
To comply with all such directions of Ministry of Corporate Affairs & otherregulatory bodies w.r.t. shareholders'/investors' rights and market regulations from timeto time.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM
As per the provisions of Section 177(9) of the Companies Act 2013 read with Rule 6 and7 of the Companies (Meeting of the Board and its Powers) Rules 2013the Company has formedvigil mechanism named 'Whistle Blower Policy' wherein the employees / directors canreport the instances of unethical behavior actual or suspected fraud or any violation ofthe Code of Conduct and / or laws applicable to the Company and seek redressal. Thismechanism provides appropriate protection to the genuine Whistle Blower who avail of themechanism.
ADEQUACY OF INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with reference to theFinancial Statements. During the year such controls were tested and no reportablematerial weakness was observed in the design or implementation.
RISK MANA GEMENT
During the year Management of the Company evaluated the existing Risk ManagementPolicy of the Company to make it more focused in identifying and prioritizing the risksrole of various executives in monitoring & mitigation of risk and reporting process.Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. TheRisk Management Policy has been reviewed and found adequate to the requirements of theCompany and approved by the Board.
The Management evaluated various risks and that there is no element of risk identifiedthat may threaten the existence of the Company.
CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
LOAN GUARANTEES AND INVESTMENTS
Particulars of Investment made/loan given under section 186 of the Companies Act 2013are provided in the financial statement. The Company has not made loan to other bodycorporate within the specified limit as mentioned under Section 186 the detaileddisclosure of which has been given in the financial statement under the head "ShortTerm Loans & Advances." The Company has not made any investment in Mutual funds.During the year under review the Company has not provided any guarantees to other bodiescorporate.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There were nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated Persons which may have a potentialconflict with the interest of the Company at large. Accordingly no transaction are beingreported in Form AOC- 2 in terms of Section 134 of the Companies Act 2013 read with Rule8 of the Companies (Accounts) Rules 2014.
All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained for thetransactions which are of a foreseen in repetitive nature. The Company has developed aRelated Party Transactions Policy for purpose of identification and monitoring of suchtransactions.
A UDITORS& A UDITORS' REPORT
M/s. M.P. Shah & Co Statutory auditors of our company have tendered theirresignation after signing the annual accounts of our Company.
Therefore to fill the casual vacancy caused due to resignation the Audit Committee andthe Board of Directors in their meeting dated 30th August 2018 have recommended M/s.RahulSureka & Co. Chartered Accountants (FRN:329872E) for appointment as new StatutoryAuditors of the Company.
A Certificate from M/s.Rahul Sureka & Co. Chartered Accountants (FRN:329872E) hasbeen received to the effect that they meet criteria laid down under Section 141 of theCompanies Act 2013 along with a consent letter to be appointed as Statutory Auditors ofthe Company. The Board of Directors have approved their appointment as Statutory Auditorsubject to approval of Members in the ensuing Annual General Meeting to hold office for aperiod of 5 consecutive years from the ensuing Annual General Meeting till the conclusionof the 44th AGM to be held in 2023.
The yearly ratification of appointment of Auditors has been done away with theamendment in the Companies Act 2013. (As per Companies (Amendment) Act 2017 SectionNotified on 07.05.2018)
The observations if any made by the Auditors of the Company in their report read withrelevant notes to the Accounts are self-explanatory and therefore do not call for anyfurther comments.
SECRETARIAL A UDIT
Pursuant to provisions of Section 204 of the Companies Act 2013 the Board hasappointed M/s Pankaj Kumar Modi. Company Secretaries Kolkata to undertake SecretarialAudit of the Company for the Financial Year 2017-18. The Secretarial Audit Report isannexed herewith as Annexure "C". The Secretarial Audit Report does not containany qualification reservation adverse remark or disclaimer.
INTERNAL A VDIT
As per the provisions of Section 138 of the Companies Act 2013 the Board with therecommendation of the audit committee has appointed M/s N. Mondal & Co. CharteredAccountants Asansol to undertake Internal Audit of the Company for the Financial Year2017-18. The Internal Audit Report does not contain any qualification reservationadverse remark or disclaimer.
PARTICULARS OF EMPLOYEES AND RELA TED DISCLOSURES
None of the employees were in receipt of remuneration in excess of the limits laid downunder section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration) Rules 2014. Hence no particulars are requiredto be given for the same.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company is not engaged in manufacturing has no foreign collaboration and has notexported or imported any goods or services.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT - 9 is annexedherewith as Annexure A'.
A copy of audited financial statements of the said Companies will be madeavailable to the members of the Company seeking such information at any point of time. Acash flow statement for the year 2017- 18 is attached to the Balance Sheet.
The Directors state that no disclosure or reporting is required in respect of thefollowing items during the year under review as:
1. During the year under review no significant or material orders were passed by theRegulators or Courts or Tribunals which impact the going concern status and Company'soperations in future.
2. No material changes and commitments have occurred between the end of financial yearof the Company to which the financial statements relate and the date of the Reportaffecting the financial position of the Company under section 134(3)(1) of the CompaniesAct 2013.
3. No Deposits covered under Chapter V of the Companies Act 2013 were accepted.
4. No equity shares with differential rights as to dividend voting or otherwise; orshares (including sweat equity shares) were issued to employees of the Company under anyscheme.
5. During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
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 or abuse to the appropriate responsibleofficials of the Company. No fraud on or by the company has been reported by the StatutoryAuditors.
Your Directors express their sincere appreciation to the Central and State GovernmentsBanks Customers Vendors and the Company's valued investors for their continuedco-operation and support.
Your Directors also wish to acknowledge the support and valuable contributions made bythe employees at all levels.
| ||For and on behalf of the Board Directors |
| ||Sd/- |
| ||Pankaj HiralalRaval |
| ||Director |
| ||(DIN: 00288660) |
| ||Sd/- |
| ||Naba Kumar Das |
|Place: Kolkata ||Director |
|Date : 30th August2018 ||(DIN: 02604632) |