Your Directors have pleasure in presenting the 34th AnnualReport along with the Audited Statement of Accounts of the Company for the financial yearended 31st March 2017.
| ||31st March 2017 ||31st March 2017 |
|Profit before tax ||14.59 ||2.08 |
|Less: Tax Expense ||2.04 ||0.82 |
|Profit after tax ||12.55 ||1.26 |
|Add: Balance brought forward from previous year ||6.06 ||4.80 |
|Balance available for appropriation ||18.61 ||6.06 |
|Balance carried to Balance Sheet ||18.61 ||6.06 |
With a view to conserve resources for growth of Company the Boardrecommends no dividend for the year ended 31st March 2017.
TRANSFER TO RESERVE
The Company did not transfer any amount to General Reserve during theyear.
The Company has neither invited nor accepted/renewed any deposits fromthe public within the meaning of Chapter V of Companies Act 2013 or extant regulations ofthe Reserve Bank of India during the year under review.
During the year there has been no change in the capital base of theCompany which comprises of 10000000 Equity Shares of Rs.10/- each.
CHANGE IN NATURE OF THE BUSINESS
There has been no change in the nature of business of the Companyduring the year.
STATUTORY & LEGAL MATTERS
There has been no significant and/or material order(s) passed by anyRegulators/Courts/Tribunals impacting the going concern status and the Company'soperations in future.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
There have no changes in the composition of the Board of Directorsduring the year 2016-17.
In terms of the provisions of the Companies Act 2013 Mrs. ShwetaSethia retires by rotation from the Board of Directors of the Company at the ensuingAnnual General Meeting and being eligible offers herself for re-appointment.
Ms. Varsha Khandelwal Company Secretary has resigned from the post ofsame and Mr. Satish Kumar Thakur has been inducted to act as Company Secretary of theCompany w.e.f 09th August 2016.
DETAILS OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
There are no Subsidiaries Joint Ventures and Associate Company duringthe financial year 2016-17 under review.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134(3)(c) of the Companies Act2013 it is hereby confirmed that:
a) In the preparation of the Annual Accounts the applicable AccountingStandards had been followed along with the proper explanation relating to materialdepartures;
b) The Directors had selected such accounting policies as mentioned inthe Notes to Financial Statements and applied them consistently and made judgements andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as on 31st March 2017 and of the profit of theCompany for the year ended on that date;
c) The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of Company and for preventing and detecting fraud and otherirregularities;
d) The Directors had prepared the Accounts for the financial year ended31st March 2017 on 'going concern' basis;
e) The Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively in compliance with section 134(5)(e) of the Companies Act 2013
f) The Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
DECLERATION BY INDEPENDENT DIRECTORS
The Company has received the necessary declaration from eachIndependent Directors of the Company under section 149(7) of Companies Act 2013 that theymeet the criteria of Independence as laid down under the provisions of sub-section (6) ofsection 149 of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
AUDITORS AND AUDITORS' REPORT
(A) Statutory Auditors:-
M/s J. Gupta & Co. Chartered Accountants Statutory Auditors ofthe Company hold office till the conclusion of the 38th Annual General Meetingto be scheduled in 2021. They have confirmed their eligibility and are not disqualified toact as auditors of the Company. Their appointment is subject to ratification by theMembers at the ensuing Annual General Meeting.
The observations made by the auditors in the Auditors' Report are selfexplanatory and do not contain any qualification or any adverse remarks and thereforeneed no further clarifications or any further explanations as required under sub-Section(3) of Section 134 of Companies Act 2013.
(B) Secretarial Auditor:-
The Board has appointed Mrs. Rasna Goyal Practicing Company Secretaryto hold office of the Secretarial Auditor for a period of five years i.e. from financialyear 2016-17 to 2020-21 and to conduct the Secretarial Audit and submit the SecretarialAudit Report pursuant to sub-section (1) of section 204 of Companies Act 2013 and Rulesmade thereunder for the financial year 2016-17.
The report is self explanatory and do not contain any reservationqualification or adverse remarks. The Secretarial Auditors' Report is annexed to thisreport as Annexure-A.
FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT2013 OTHER THAN THOSE REPORTABLE TO THE CENTRAL GOVERNMENT
No frauds have been reported by auditors of the Company during the yearunder review.
MEETINGS OF THE BOARD
Five meetings of the Board of Directors were held during the year. Thedetails of various Board meetings are provided in the Corporate Governance Report of thisAnnual Report.
Transparency is the cornerstone of your Company's philosophy and allrequirements of Corporate Governance are adhered to both in letter and spirit. All theCommittees of the Board of Directors meets at regular intervals as required in terms ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Your Board ofDirectors has taken all the necessary steps to ensure compliances with all statutoryrequirements. The Directors and Key Managerial Personnel of your Company have compliedwith the approved code of conduct for the Board and Senior Management.
The Report on Corporate Governance as required under Regulation 27 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is attached as aseparate section forming part of the Annual Report. The Auditors' Certificate oncompliance with Corporate Governance Requirements is also attached to this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of provision of Regulation 34 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the management discussion and analysisreport for the year is presented in a separate section forming part of the Annual Report.
LISTED WITH STOCK EXCHANGES
The Company's shares have been listed with the BSE Ltd. with Scrip Code538895. The Company confirms that it has paid the annual listing fees for the year 2017-18to BSE Ltd.
MATERIALS CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting thefinancial position of the Company which have occurred since 31st March 2017being the end of the financial year of the Company.
INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Board has adopted policies and procedures for ensuring the orderlyand efficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosure.
In terms of the provision of Section 197(12) of the Act read with Rules5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014or amendment thereof if any in respect of the managerial personnel of the company isattached here as Annexure- B.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
There are no employees who are in receipt of remuneration in excess ofthe limit specified under section 134(3)(q) read with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The details of conservation of energy technology absorption foreignexchange earnings and outgo are as follows:
(A) Conservation of Energy: NA
(B) Technology Absorption: NA
(C) Foreign Exchange Earnings and Outgo:
The details of Foreign Exchange transactions are as below:
|Foreign Exchange Earnings: Rs. Nil |
|Foreign Exchange Outgo: Rs. Nil |
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during thefinancial year were at arm's length basis and were in the ordinary course of business.Details of materially significant related party transactions that are the transactions ofa material nature between the Company and the Promoters Management Directors or theirrelatives etc. are disclosed in the Note No. 20(B) of the Financial Statements incompliance with the Accounting Standard relating to "Related Party Disclosures".
There are no materially significant related party transactions with theCompany's Promoters Directors Management or their relatives which may have a potentialconflict with the interest of the Company.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in FormMGT 9 is annexed to this report as Annexure-C.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENT OR SECURITIES PROVIDED
Loans guarantees and investments or securities covered under Section186 of the Companies Act 2013 form part of the notes no. 20(G) to the financialstatements.
RISK MANAGEMENT POLICY
As required under the provisions of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has established a well documentedand robust risk management framework. Under this framework risks are identified acrossall business process of the Company on a continuous basis. Once identified these risksare classified as strategic risk business risk or reporting risk. Strategic risk arethose which are associated with the long term interests of the Company. Reporting risk isassociated with incorrect or un-timely financial and non- financial reporting.
The Audit Committee of the Board of Directors reviews the RiskManagement Strategy of the Company to ensure effectiveness of the Risk Management policyand procedures. Board of Directors of the Company is regularly apprised on the key riskassessment areas and a mitigation mechanism is recommended.
During the year the Board has reviewed the risk assessment and a riskminimization procedure commensurate to the risks has been adopted and is in place.
In accordance with Section 177(9) and 177(10) of the Companies Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theCompany has established a Vigil mechanism/Whistle Blower Policy. The policy is availableat Company's website.
EVALUATION OF BOARD'S PERFORMANCE
Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has formulated thecriteria for the evaluation of the performance of Board of Directors IndependentDirectors Non-Independent Directors and the Chairman of the Board. Based on thatperformance evaluation has been undertaken. The Independent Directors of the Company havealso convened a separate meeting for this purpose. All the results and evaluation has beencommunicated to the Chairman of the Board of Directors. All Directors of the Board arefamiliar with the business of the Company.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMENAT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line withthe requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. All employees are covered under this policy.
The following is the summary of the complaints received and disposedoff during the Financial Year 2016-17:
a) No. of complaints received : NIL
b) No. of complaints disposed off : NIL
Your Directors wish to place on record their appreciation for continuedguidance and co-operation received from the various stakeholders including financialinstitutions and banks regulators governmental authorities and other businessassociates who have extended their valuable support and encouragement during the yearunder review.
| ||For and on behalf of the Board |
|Place: Kolkata ||Kuldeep Kumar Sethia |
|Date: 29th May 2017 ||Chairman and Managing Director |
| ||(DIN: 00325632) |