Your Directors take pleasure in presenting the Twenty Fifth Annual Report of theCompany together with the Audited Financial Statements for the financial year ended 31stMarch 2019.
1. FINANCIAL HIGHLIGHTS
The financial results of the Company are summarized below:
| ||For the Financial Year ended 31.03.2019 ||For the Financial Year ended 31.03.2018 |
| || || |
| || || |
| ||(Rs) ||(Rs) |
|Total Revenue ||34947578 ||41134828 |
|Less: Total Expenses ||31626767 ||34741624 |
|Profit before tax ||3320811 ||6393203 |
|Less: Tax Expenses ||2018677 ||1841612 |
|Profit after tax ||1302134 ||4551591 |
|Add: Balance brought forward from previous year ||21404356 ||17763083 |
|Balance Available ||22706490 ||22314674 |
|Less: Special Reserve U/s 45IC RBI Act ||260427 ||910318 |
|Profit carried forward to Balance Sheet ||22446063 ||21404356 |
2. OPERATIONS & THE STATE OF COMPANY'S AFFAIRS
During the year under review the total revenue from operation of the Company is Rs34749959/- as compared to Rs 41088308/- during the previous year while the profitafter tax is Rs 1302134/- as compared to Rs 4551591/- during the previous year. Thereis a down slide in the profits of the company during the year under review as compared tothe previous year's profits mainly due to decrease in revenue from operation and increasein operational expenses. However the company will continue to focus on its presentbusiness activities.
In order to plough back the profits for future requirements of the company no dividendis being declared for the financial year under review.
4. CHANGE IN SHARE CAPITAL
During the year under review the Company has not issued any securities includingequity shares with differential rights/ sweat equity shares/ employees stock optionsscheme/ bonus shares. Thus there is neither any change in the Authorized share Capitalnor any change in issued subscribed paid-up share capital of the Company.
5. TRANSFER TO RESERVES
The Company proposed to transfer Rs 260427/- to Special Reserve created under Section45-IC of the RBI Act 1934. The Company proposed to retain the balance i.e. Rs 1041707/-in the profit and loss account.
6. MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments affecting the Financial position of thecompany which have occurred between the end of Financial Year of the Company to which theFinancial Statements relate and the date of this report.
7. INTERNAL CONTROL SYSTEM & THEIR ADEQUACY
The Company has an internal control system commensurate with the size scale &complexities of its operations. Internal Control measures and systems are established toensure the correctness of the transactions and safe guarding of the assets. The Managementensures adherence to all internal control policies and procedures as well as compliancewith regulatory guidelines. The audit committee of the Board of Directors reviews theadequacy of internal controls. This has improved the management of the affairs of theCompany and strengthened transparency and accountability. During the year under review noreportable material weakness in the design or operation were observed.
8. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company.
The Company has neither invited nor accepted any deposits from the public within themeaning of Section 73 of the Companies Act 2013 during the financial year under review.
10. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The provision of Section 134(3) (m) of the Companies Act 2013 and the rules madethere under relating to conservation of energy technology absorption do not apply to theCompany as its activities are not relevant for the same. There was no foreign exchangeearnings and outgo during the financial year under review.
11. PARTICULARS OF EMPLOYEES & KMP
During the financial year under review the following were the Key Managerial Personnelof the Company as per the provisions of the Companies Act 2013: i) Sarika Kedia Company Secretary and Compliance officer Mr. Beda Nand Choudhary has been appointed as theWhole-time Director of the Company and Mr. Debi Prosad Mukherjee has been appointed as theChief Financial Officer (CFO) of the Company with effect from 15th June 2019.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are given below:
(i) The ratio of the remuneration of each director/KMP to the median employee'sremuneration for the financial year as prescribed is as given below:
|Name of KMP ||Remuneration of of KMP for FY 2018-19 ||Previous Year Remuneration ||% Increase ||Ratio of Remuneration of each director / to median remuneration of employees |
| ||(Rs) ||(Rs) || || |
|1. Sarika Kedia (Company Secretary) ||330016/- ||350400/- ||N.A. ||0.00 |
Note: None of the directors received any remuneration during the financial year ended31st March 2019.
(ii) Percentage increase in the median remuneration director CEO and CFO during thefinancial year: NA.
Percentage increase in the median remuneration Company Secretary is : N.A.
(iii) Percentage increase in median remuneration of employees in the financial year:Not applicable.
(iv) The number of permanent employees on the rolls of the company as on 31st March2019: 2
(v) Average percentage increase made in the salaries of employees other than KMP in thefinancial year -10%. It is hereby affirmed that the remuneration paid is as per theRemuneration Policy for Directors KMP and other employees.
There were no persons employed by the Company during the Financial Year 2018-19 whodraws remuneration as prescribed under Rule 5(2) of Companies (Appointment andRemuneration) Rules 2014 hence details with respect to the same is not required to begiven.
12. PREVENTION OF INSIDER TRADING
The Company adopted a Code of Conduct as per the Guidelines issued by the Securitiesand Exchange Board of India as amended from time to time for prevention of Insider Tradingwhich is applicable to the members of the Board and all employees in the course ofday-to-day business operations of the Company. The code of conduct framed by the Companyhas helped in ensuring compliance with the requirements.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
During the year the Company has not entered into any contract/arrangement/transactionwith related parties which could be considered material significant in accordance with thepolicy of the Company on materiality of related party transactions.
14. EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 an extract of annualreturn in MGT-9 as a part of this Report as ANNEXURE-I.
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Company's Board presently comprises of 4 Directors - 2 Non-Executive IndependentDirectors 1 Executive Director and 1 Non-Executive Woman Director.
|Name of the Director ||Category |
|Mr. Beda Nand Choudhary ||Executive Promoter Director |
|Ms. Pritha Sinha Pandey ||Non Executive Non Independent (Woman Director) |
|Mr. Ram Kumar Dalmia ||Non Executive Independent |
|Mr. Atul Kaushik ||Non Executive Independent |
|Ms. Sarika Kedia ||Company Secretary |
In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Mr. Beda Nand Choudhary (DIN- 00080175) Directorof the Company retires by rotation at the ensuing Annual General Meeting and beingeligible offers himself for re-appointment as a Director under Companies Act 2013.
The management of the Company was in process of filling vacancy of the post of KeyManagerial Personnel (KMP). The Board of directors at their meeting held on 15th June 2019appointed following persons as KMPs of the Company: Mr. Beda Nand Choudhary as theWhole-time Director of the Company being designated as the Executive director with effectfrom 15th June 2019.
Mr. Debi Prosad Mukherjee as the Chief Financial Officer of the Company with effectfrom 15th June 2019.
16. MEETINGS OF THE BOARD
During the financial year ended 31st March 2019 6 (Six) Board meetings were heldrespectively on 10th April 2018 5th June 2018 13th August 2018 13th November 20188th February 2019 and 18th March 2019.
The attendances of Directors at these meetings are as follows:
|Name of Directors ||No. of Board Meetings Attended |
|Mr. Beda Nand Choudhary ||6 of 6 |
|Mr. Ram Kumar Dalmia ||6 of 6 |
|Mr. Atul Kaushik ||6 of 6 |
|Ms. Pritha Sinha Pandey ||6 of 6 |
The intervening gap between any two meetings was within the period 120 days asprescribed under the Companies Act 2013. During the financial year one board meeting dueto be held on 29.05.2018 was adjourned due to absence of Quorum and held on 5th June2018.
MEETINGS OF THE INDEPENDENT DIRECTORS
During the financial year ended 31st March 2019 two meetings of the IndependentDirectors were held on 12th September 2018 and 18th March 2019 inter alia to discuss:
Evaluation of the performance of the Non Executive Directors and Board ofDirectors as a whole;
Evaluation of the performance of the chairman of the meetings of the companytaking into account the views of the executive and non-executive directorsnon-independent directors and board of directors as a whole;
Evaluation of the quality content and timelines of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties.
All the Independent Directors were present at the meetings.
17. COMMITTEES OF THE BOARD
The Company has constituted different Committees under the Board that are mandatedunder the Companies Act 2013 and of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
(a) AUDIT COMMITTEE
The Company has in place an Audit Committee in terms of the requirements of Section 177of the Companies Act 2013 read with rules made thereunder and Regulation 18 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
The Audit Committee comprises of three Non-Executive Directors out of which two areindependent. During the year the Audit Committee met 4 times to deliberate on variousmatters on 5th June 2018 13th August 2018 13th November 2018 and 8th February 2019.
The Composition of the Audit Committee and the attendance of each member at thesemeetings are as follows:
|Name of Directors ||Position Held ||No. of Meetings Attended |
|Mr. Ram Kumar Dalmia ||Chairman ||4 |
|Mr. Beda Nand Choudhary ||Member ||4 |
|Mr. Atul Kaushik ||Member ||4 |
Statutory Auditors and Internal Auditors or their representatives are permanentinvitees for the meetings of the Committee. The Company Secretary is the Secretary to theCommittee.
The Chairman of the Audit Committee attended the Annual General Meeting of the Companyheld on 28th September 2018 and he ensured that necessary clarifications and explanationswere provided to the Members of the Company on issues regarding accounts and finance.
The Quarterly Un-audited Financial Results as well as the Annual Financial Statementsare reviewed and examined by the members of the Audit Committee before recommendation ofthe same to the Board of Directors of the Company for their perusal and approval. TheAudit Committee ensures an effective internal control system.
(b) NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises of three Non-Executive Directorsout of which two are independent. The Chairman of the Committee Mr. Ram Kumar Dalmia isthe Non-Executive Independent Director. One meeting of Nomination and RemunerationCommittee was held on 18th March 2019 during the year under review.
The Chairman of the Nomination and Remuneration Committee attended the Annual GeneralMeeting of the Company held on 28th September 2018.
The Composition of Nomination and Remuneration Committee is given below:
|Name of Directors ||Position Held ||No. of Meetings Attended |
|Mr. Ram Kumar Dalmia ||Chairman ||1 |
|Mr. Beda Nand Choudhary ||Member ||1 |
|Mr. Atul Kaushik ||Member ||1 |
The Nomination and Remuneration Committee of the Board is constituted to (a) formulatefrom time to time process for selection and appointment of new Directors key managerialpersonnel and other employees and their succession plans and (b) recommend to the Boardfrom time to time a compensation structure for Directors and other key managerialpersonnel.
(c) INVESTORS' GRIEVANCE & STAKEHOLDER'S RELATIONSHIP COMMITTEE
The Company constituted the Committee to oversee the investor grievances in relation totransfer of shares non-receipt of annual report dividend and other grievances. It is thepolicy of the Company to promptly attend to and resolve the complaints received from theshareholders. The Committee also oversees the performance of the Registrar and ShareTransfer Agents of the Company and recommends measures for overall improvement in thequality of investor services.
The composition of the Investors' Grievance & Stakeholder's Relationship Committeeis as follows:
|Name of Directors ||Positions held ||No. of Meetings held ||No. of Meetings attended |
|Mr. Ram Kumar Dalmia ||Chairman ||4 ||4 |
|Mr. Beda Nand Choudhary ||Member ||4 ||4 |
|Mr. Atul Kaushik ||Member ||4 ||4 |
During the financial year ended 31st March 2019 four meetings of the Committee wereheld on 5th June 2018 13th August 2018 13th November 2018 and 8th February 2019.
No sitting fee has been paid to the Executive and Non-Executives Directors during theperiod under review for attending the meetings of the Board and its Committees.
18. DECLARATION OF INDEPENDENT DIRECTORS
All the Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
19. PERFORMANCE EVALUATION OF THE BOARD/COMMITTEES AND INDEPENDENT DIRECTORS
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and Independent Directors pursuant to the applicable provisions of theAct.
The aspects covered in the evaluation included the contribution made by the Directorsto the corporate governance practices long term strategic planning fulfillment ofDirector's obligations and fiduciary responsibilities and active participation at theBoard and Committee meetings. The effectiveness of Board / Committee processes wereassessed based on the Directors' inputs received during the meetings of the Board ofDirectors.
The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings. In a separate meeting ofIndependent Directors performance of non-independent directors and performance of theboard as a whole was evaluated taking into account the views of all the directors.
20. VIGIL MECHANISM
The Company has a vigil mechanism/whistle blower policy to deal with instances of fraudand mismanagement in terms of Section 177(9) of the Companies Act 2013.
21. CORPORATE GOVERNANCE
Pursuant to Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 report on Corporate Governance is not applicable to the Company for thefinancial year 2018-19 since the Net Worth is below Rs. 25.00 Crores and the Paid upequity share Capital of the Company is less than Rs. 10.00 Crores.
22. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:-(a) that in the preparation of theAnnual Accounts for the year ended 31st March 2019 the applicable accounting standardshad been followed along with proper explanation relating to material departures; (b) thatthe Directors have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2019 and of the profit forthe year ended as on that date; (c) that the Directors have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof the Companies Act 2013 for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities; (d) that the Directors have prepared theAnnual Accounts for the financial year ended 31st March 2019 on a going concern basis;(e) that the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) that the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
23. AUDITORS AND AUDITORS' REPORT
Pursuant to the provisions of section 139 of the Companies Act 2013 M/s. Bhandari B.C. & Co. (Firm Reg. No. 311082E) Chartered Accountants were appointed as statutoryauditors of the Company at the 22nd Annual General Meeting (AGM) of the Company from theconclusion of the said 22nd AGM till the conclusion of the 25th AGM. Their Tenure of suchappointment will expire upon conclusion of the 25th AGM of the Company.
The Board of Directors approached M/s. Gupta & Manglik Chartered AccountantsKolkata and received consent from the Auditors to the effect that if they are appointedit would be in accordance with the provisions of the Section 141 or other applicableprovisions of the Companies act 2013. Accordingly a resolution proposing appointment ofM/s. Gupta & Manglik Chartered Accountants as the Statutory Auditors of the Companypursuant to Section 139 of the Companies Act 2013 forms part of the 25th AGM for approvalof members.
The Report given by the Auditors on the financial statement of the Company is part ofthis Report and are self explanatory. There has been no qualification reservationadverse remark or disclaimer given by the Auditors in their Report.
Secretarial Auditors' Report
The Board has appointed Mr. Jagannath Kar (Membership No. 20600) Practicing CompanySecretary to carry out the Secretarial Audit pursuant to the provisions of Section 204 ofthe Companies Act 2013 for the Financial Year 2018-19. The Secretarial Audit Report forthe Financial Year ended March 31 2019 is annexed herewith and marked as Annexure IIto this report.
Secretarial Auditor's observations if any in his report have been suitably explainedby way of appropriate notes to accounts and/or in the Board's Report wherever it wasconsidered necessary.
24. STATUTORY DISCLOSURES
None of the Directors of the Company are disqualified as per the provisions of Section164 of the Companies Act 2013. The Directors have made the necessary disclosures asrequired by the various provisions of the Act and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
25. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
In order to prevent sexual harassment of women at workplace your company has adopted aPolicy for prevention of sexual harassment of women at workplace and no such complaintshave been reported during the financial year under review.
26. CORPORATE SOCIAL RESPONSIBILITY
Considering the turnover/ net worth/ net profit the provision of Section 135 of theCompanies Act 2013 relating to Corporate Social Responsibility is not applicable to thecompany.
27. RISK MANAGEMENT POLICY
The Company is exposed to several risks. They can be categorized as operational riskand strategic risks. The Management has put in place adequate and effective system and manpower for the purpose of Risk Management.
The company has taken several mitigating actions applied many strategies andintroduced control and reporting systems to reduce and mitigate the risks. A detailedexercise is being carried out to identify evaluate manage and monitoring of bothbusiness and non- business risks.
28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulated underRegulation 34(3) read with Schedule V of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is presented in a separatesection forming part of the Annual Report.
29. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with Secretarial Standards issued by Institute of CompanySecretaries of India (ICSI) as and when it was applicable.
30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.
31. LOANS GUARANTEES AND INVESTMENTS
As the Company is a Non-Banking Finance Company being engaged in the business offinancing and investment activities provisions of Section 186 of the Companies Act 2013is not applicable to the Company.
However the particulars of loans and investments made under Section 186 of theCompanies Act 2013 during the financial year are provided in the Notes to the FinancialStatements.
The Equity Shares of the company is listed on BSE Limited (BSE). The Company isregularly paying listing fees to the BSE. Since last several years the Calcutta StockExchange Limited (CSE) is a non-operational Exchange and do not provide any tradingplatform to the investors of the Company. The Board of Directors at its meeting held on13th August 2018 has approved voluntary delisting of the shares from CSE which is adefunct stock exchange in accordance with the delisting regulations.
33. GENERAL BODY MEETING:
Location & Time of Last 3 Annual General Meetings:
|AGM ||Date ||Venue ||Time ||No. of Special Resolutions |
|24th ||28th September 2018 ||432 Prince Anwar Shah Road Kolkata 700 068 ||9.30 A.M. ||Two |
|23rd ||21st September 2017 ||432 Prince Anwar Shah Road Kolkata 700 068 ||9.30 A.M. ||None |
|22nd ||29th September 2016 ||432 Prince Anwar Shah Road Kolkata 700 068 ||2.30 P.M. ||Two |
At the above-mentioned meetings all the Resolutions were passed with requisitemajority. No Resolution was passed during the financial year ended 31st March 2019through Postal Ballot.
32. GENERAL SHAREHOLDER INFORMATION
(i) Ensuing Annual General Meeting Details:
|Day & Date ||Monday 30th September 2019 |
|Venue ||432 Prince Anwar Shah Road (Surya Sen Mancha) Kolkata-700068 |
|Time ||9:30 a.m. |
|Book Closure Date ||24th September 2019 to 30th September 2019 (both days inclusive) |
(ii) The financial year of the Company covers 1st April 2018 to 31st March 2019.(iii) Listing of Shares on Stock Exchanges with Stock Code
|STOCK EXCHANGE ||STOCK CODE |
|Bombay Stock Exchange Ltd. ||511688 |
|Phiroze Jeejeebhoy Towers || |
|Dalal Street Mumbai 400 001 || |
|Telephone nos. : 022-2272 1233/34 || |
|Facsimile no. : 022-2272 1919 || |
|website : www.bseindia.com || |
|The Calcutta Stock Exchange Ltd. ||023052 |
|7 Lyons Range Kolkata 700001 || |
|Telephone nos. : 033-2210 4470/77 || |
|Facsimile no. : 033-2210 4500 || |
|website : www.cse-india.com || |
|(a) ISIN No. for the Company's ordinary shares in demat form: ||INE963B01019 |
(b) Depository Connectivity: NSDL and CDSL.
(iv) DISTRIBUTION OF SHARE HOLDING AS ON 31ST MARCH 2019:
(a) ACCORDING TO CATEGORY OF HOLDING:
|Category of Shareholders ||No. of shares held ||% of holding |
|Promoters || || |
|Bodies Corporate ||2080343 ||31.28 |
|Non Promoters || || |
|Institutional Investors ||Nil ||Nil |
|Mutual Funds & UTI ||Nil ||Nil |
|Banks FIs Insurance Companies ||672 ||0.01 |
|FIIs' ||Nil ||Nil |
|Others || || |
|Private Corporate Bodies ||2270545 ||34.15 |
|Indian Public ||2284434 ||34.35 |
|NRIs/OCB ||14006 ||0.21 |
|Total ||6650000 ||100 |
(b) ACCORDING TO NUMBER OF ORDINARY SHARES HELD:
|Shareholding ||Number of Share holders ||% to total Shareholders ||Number of Shares ||% to total Shares |
|1 - 500 ||2888 ||92.65 ||339718 ||5.11 |
|501 - 1000 ||106 ||3.41 ||86525 ||1.31 |
|1001 - 2000 ||42 ||1.35 ||67418 ||1.01 |
|2001 - 3000 ||10 ||0.32 ||23788 ||0.36 |
|3001 - 4000 ||10 ||0.32 ||36161 ||0.54 |
|4001 - 5000 ||7 ||0.22 ||31416 ||0.47 |
|5001 - 10000 ||12 ||0.39 ||97941 ||1.47 |
|10001 - 50000 ||16 ||0.51 ||365742 ||5.50 |
|50001 - 100000 ||11 ||0.35 ||843407 ||12.68 |
|100001 and above ||15 ||0.48 ||4757884 ||71.55 |
|Total ||3117 ||100.00 ||6650000 ||100.00 |
Your Board wishes to place on record its sincere appreciation for the wholeheartedsupport received from members government authorities bankers employees consultants andall other business associates. We look forward to continued support of all these partnersin progress.
|Place: Kolkata ||For & on behalf of the Board |
|Date: 13th August 2019 || || |
|Registered Office: ||Beda Nand Choudhary ||Ram Kumar Dalmia |
|Raj Kamal Building 1st Floor ||Whole-time Director ||Director |
|128 Rash Behari Avenue Kolkata 700029 ||(DIN 00080175) ||(DIN 00080549) |