Your I3irectors have pleasure in presenting their report together withthe audited Balance sheet as at 31st March 2019 and Statement of Profit & Loss for theyear ended on that date.
|S. No. ||Particulars ||2018-2019 ||2017-2018 |
|1. ||Revenue from Operations ||1614487.37 ||1589844.82 |
| ||Profit Before Interest and Depreciation ||568678.79 ||515737.00 |
|3 ||Finance Cost ||505615.47 ||450175.00 |
|4 ||Depreciation and Amortisation ||12259.00 ||17931.93 |
|5 ||Profit Before Tax ||50804.32 ||47630.39 |
|6 ||Provision for Tax ||200000.00 ||300000.00 |
|7 ||Short Provision for Income Tax ||Nil ||25549.00 |
|8 ||Deferred Tax Liability Written Back ||Nil ||Nil |
|9 ||Profit After tax ||(149195.68) ||(277918.61) |
|10 ||Profit on Disposal of Subsidiary ||Nil ||Nil |
|11 ||Other Comprehensive Income ||(1422845.52) ||(6163501.77) |
| ||Items that will not be reclassified subsequently to profit or loss || || |
|12 ||Proposed Dividend on Equity Shares ||Nil ||Nil |
|13 ||Balance Brought forward from Balance Sheet ||(2777032.47) ||3386469.30 |
|14 ||Balance carried forward to Balance Sheet ||(4199877.99) ||(2777032.47) |
In View of Inadequate Profit Company has not declared dividend duringthe year.
Transfer to Reserve
The Company did not transfer any amount to General Reserve
On Standalone Basis revenue from operations for Financial Year 2018-19at Rs. 1614487.37 was higher by 1.55% over last year (Rs.1589844.82 in 2017-2018).Earnings before Interest and Tax was at Rs.568678.79 registered an increase of 10.27%over EBITA of(T5.15737.00 in FY 2017-2018)
Subsidiaries and Associates
There are no subsidiaries or associates or joint venture companieswithin the meaning of Section 2(6) of the Companies Act 2013.
Directors and KMP
Reappointments:- As per the Provisions of the Companies Act 2013 Mr.Santanu Chakraborty Director of the Company retires by rotation at the ensuing AnnualGeneral Meeting and being eligible seeks reappointments. The Board recommends herre-appointment.
The Company has received necessary declaration from each independentdirector under Section 149(7) of the Companies Act 2013 that he/she meets the criteria ofIndependence laid down in Section 149(60 of the Companies Act2013 and Regulation 25 ofSEBI (Listing obligation and Disclosure requirements) Regulation 2015.
Mr. Sanjay Kumar Tiwari who was appointed as Managing Director at theAnnual General Meeting held in Calendar Year 2014 and who hold office till 9th April 2019has given his declaration in writing for the proposed re-appointment as per applicableprovisions of Companies Act 2013. Based on declaration and the recommendation ofNomination and Remuneration Committee the Board of Director of the Company has appointedMr. Sanjay Kumar Tiwari as Managing Director on 28/03/2019 subject to approval ofShareholders in the Annual General Meeting to be held in calendar Year 2019.
Mr. Sanjay Rastogi is appointed as Additional Independent Director ofthe Company with effect from 20/12/2018 for a period of Five Years subject to approval ofShareholders in ensuing Annual General Meeting. Mr. Sanjay Rastogi meets the criteria forindependence as provided in section 149(6) has given his declaration. IndependentDirectors are not liable to retire by rotation.
Mr. Sujay Rakshit is appointed as Additional Independent Director ofthe Company with effect from 07/03/2019 for a period of Five Years subject to approval ofShareholders in ensuing Annual General Meeting. Mr. Sujay Rakshit meets the criteria forindependence as provided in section 149(6) has given his declaration. IndependentDirectors are not liable to retire by rotation.
Pursuant to Provisions of Section 2013 of The Companies Act 20l3theKey Managerial Personnel of the Company are Mr. Sanjay Kumar Tiwari Managing DirectorMrs. Anny Jain Company Secretary and Mr Vivek Patodia CFO.
Policy on Director's appointment and remuneration
Pursuant to the provision of Section 178 of the Act the company hasformulated and adopted policy on selection of Directors and Remuneration policy which arediscussed on our website.
Director's Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 Director of yourcompany hereby state and confirm that:-
a) In the preparation of the annual accounts for the year ended 3stMarch 2019 the applicable accounting standards have
been followed along with proper explanation relating to materialdepartures;
b) They have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of financialyear and of the Loss of the Company for the same period;
c) The directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
d) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls in the company thatare adequate are were operating effectively;
f) They have devised proper systems to ensure compliance with theprovisions of all applicable laws and these are adequate and are operating effectively.
Uemuneration to the Dircctors/KMP
|Sr No. ||Names ||Designation ||Remuneration in 2018 2019 ||Remuneration in 20172018 |
|1 ||Mr. Sanjay Kumar Tiwari ||Managing Director ||120000.00 ||120000.00 |
|2 ||Ms. Anny Jain ||CS(KMP) ||120000.00 ||120000.00 |
| ||Vivek Patodia ||CFO (KMP) ||33000 ||0 |
Managerial Remuneration and Particular of Employees
The Information required pursuant to Section 197 read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Remuneration) Rules 2014 inrespect of the employees of the Company are given in annexure -2 forming part of thisreport.
We have not accepted any Deposits and as such no amount of Principle orInterest was outstanding as of Balance Sheet Date
Management Discussion and Analysis Report
In terms of provisions of Regulation 34 of Securities and ExchangeBoard of India (Listing Obligation and Disclosure Requirements) Regulation 2015 TheManagement discussion and Analysis is set out in this Annual Report.
Listing with Stock Exchanges
The Company confirms that it has paid the Annual Listing Fees for theyear 2018-2019 to BSE (Scrip Code 539673) and CSE (Scrip Code 30070) where theCompany's share are listed.
Dematerialization of shares
96.10% of the Company's paid up Equity share Capital is indematerialised form as on 31/03/2019 and the balance are in physical form. TheCompany's registrar are M/s Niche Technologies Private Limited having theirregistered office at D/511 Bagree Market 5th Floor 71 B R B Basu Road Kolkata-700001.
Number of Board Meetings Held
The Board of Directors duly met nine times during the financial yearfrom C April 2018 to 3st March 2019 The maximum Interval between any two meetings did notexceed 120 days as prescribed in the Companies Act 2013.
Significant and Material Orders
There are no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and Company's operations infuture.
The Board carried out an annual performance evaluation of its ownperformance board committees and individual Directors pursuant to provisions to theprovisions of the act and the corporate Governance requirements prescribed by Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015("SEBI Listing Regulations")
The performance of the Board was evaluated by board alter seekinginputs from the Directors on the basis of the criteria such as the board composition andStructure effectiveness of the Board processes information and functioning etc.
The performance of the Committee was evaluated by the board afterseeking inputs from the Committee members' on the basis of the criteria such ascomposition of committee effectiveness of the committee meetings etc.
The Board and nomination and remuneration committee reviewed theperformance of the individual directors on the basis of criteria such as the contributionof the Individual director to the Board and committee meeting like preparedness on theissues to be discussed meaningful and constructive contribution and inputs in meetingsetc. In addition the Chairman was also evaluated on the key aspects of his role.
In-a separate meeting of Independent Directors performance of NonIndependent Directors performance of the Board as a whole and performance Chairman wasevaluated taking into account the views of Executive and Non Executive Directors atwhich the performance of the Board its committee and individual directors was done byentire Board excluding the Independent Director being evaluated.
Internal Financial Control and its adequacy
The detail in respect of Internal Financial Control and their Adequacyare included in the Management and Discussion Analysis report which forms part of theFinancial Statements.
Audit Committee '
The details pertaining to Composition of Audit Committee are includedin Corporate Governance Report which forms part of this report.
Extracts of Annual Return
The details forming part of the Extract of the Annual Return in formMGT-9 is appended as Annexure - 2.
At the Annual General Meeting held on September 23 2017 the AuditorsM/s J.P . Lakhotia & Associates Kolkata were appointed as Auditor of the Company tohold office till the conclusion of Annual General Meeting to be held in the calendar year2022.
Mrs Dipti Damani practicing Company Secretary' was appointed to conductthe Secretarial Audit of the Company for the Year 2018-2019 for ms part of Annual report
Auditors s Certificate on Corporate Governance:-
As required by SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 the auditors' certificate on Corporate governance is enclosed asAnnexure to the Board Report.
Auditor's Report and Secretarial Audit Report
the Auditor's Report and Secretarial Auditor's report doesnot contain any qualification reservation or adversb remark. Corporate Governance
Pursuant lo Regulation 34 of the listing Regulation read with ScheduleV to the said regulations. Corporate Governance is not applicable for the company.
Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo
Information required under Section 134(3)(m) of the Companies Act 2013read with rule 8 of the Companies (Accounts) Rules 2014 is not applicable to the Company.
Particulars of Employees
The information required under Section 197 of the Act read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014are attached to the report.
Corporate Social Responsibility
In terms of Section 135 and Schedule VII of the Companies Act 2013the CSR is not applicable for the Company.
In pursuant to the provisions of Section 177(9) & (10) of theCompanies Act 2013 a vigil Mechanism for Directors and Employee to report genuineconcerns has been established
Related Party Transactions
During the financial year Related Party Transactions had occurred whichwere in ordinary course of business and hence. Form AOC-2 is not required.
Particulars of Loans Guarantees or Investments
The Company has not given Loans Guarantees and Investments. Thereforethe requirement to disclose in Notes to Accounts is not required.
As per Regulations 34 of the SEBI Listing Regulations Businessresponsibility Report is not applicable for the Company.
Disclosure under Sexual Harassment of Women at Work Place (PreventionProhibition and Redressal) Act 2013
Your company is committed to creating and maintaining a secure workenvironment where its employee customers Vendors etc can work and pursue businesstogether in an atmosphere free of Harassment exploitation and intidimation. To empowerwomen and protect woman against Sexual harassment a policy for prevention of Sexualharassment has been rolled out. The policy allows employees to report sexual harassment atthe work place.
Directors deeply acknowledge the trust and confidence you have placedin the company. Director would also like to thank all its Banker Customer Vendors andShareholders for their continued support to the Company. In specific the Board would alsorecord its sincere appreciation of the Commitment and Contribution made by all employeesof the Company
The statement forming part of Directors Report may contain certainforward looking remarks within the meaning of applicable Securities Law and regulationsMany factors could cause the actual results performance or achievements of the Company tobe materially different from any future results performance or achievements that may beexpressed or implied by such forward looking statements.
|Kolkata || ||BY ORDER OF THE BOARD |
|Date: 28.05.2019 || ||Sanjay Kumar Tiwari |
| || ||(Managing Director) |
| || ||DIN:01691170 |