TO THE SHARE HOLDERS
Your Directors have pleasure in presenting their report together with the auditedBalance sheet as at 3151 March 2016 and Statement of Profit & Loss for the year endedon that date.
|Particulars || |
| ||2015-2016 ||2014-2015 ||2015-2016 ||2014-2015 |
|1. Gross Income ||220.127.116.115.96 ||5398378.03 ||17732870.96 ||5956066.03 |
|2. Profit Before Interest and Depreciation ||18.104.22.168 ||548042.33 ||2360902.85 ||546117.33 |
|3. Finance Cost ||266300.00 ||98490.00 ||266300.00 ||98490.00 |
|4. Depreciation and Amortisation ||24987.00 ||170662.00 ||188487.00 ||187.162.00 |
|5. Profit Before Exceptional Items and Tax ||2065952.35 ||278890.00 ||1906115.85 ||260465.33 |
|6. Exceptional Item ||2290000.00 ||- ||2290000.00 ||- |
|7. Profit Before Tax ||(224047.65) ||278890.33 ||(383884.15) ||260465.33 |
|8. Provision for Tax ||5500.00 ||75000.00 ||6410.00 ||77450.00 |
|9. Short Provision for Income 'fax ||- ||2910.00 ||380.00 ||2910.00 |
|10. Deferred Tax Liabilities written back ||(1889.00) ||(414.00) ||4800.00 ||(1811.00) |
|11. Profit Alter tax ||(227658.65) ||201394.33 ||(395474.15) ||181916.33 |
|12. Profit on Disposal of Subsidiary ||- ||- ||79682.01 ||13965.00 |
|13. Proposed Dividend on Equity Shares ||- ||- ||- ||- |
|14. Balance Brought forward from Balance Sheet ||2984992.79 ||2783598.46 ||2761060.22 ||2565178.89 |
|15. Balance carried forward to Balance Sheet ||2757334.14 ||2984992.79 ||2445268.08 ||2761060.22 |
During the Year the Scrip of the Company got admitted in BSE therefore the Company hasincurred Intial Listing Fees of Rs 2290000/- which is shown in Exceptional Items.
In View of Loss. Company has not declare dividend during the Year.
Transfer to Reserve
The Company did not transfer any amount to General Reserve.
Ox Consolidated basis revenue from operations for Financial Year 2015-2016 at T22.214.171.1240.96 was higher by 197.73: last Year 59.56066.03 in 2014-2015). Earning Beforeinterest and Tax was at ? 23.60.902.85 registered a growth of 332.3 1 0 o over EBITA of ?5461 17.33 in FY 2014-2015. " "
On Standalone basis revenue from operations for Financial Year 2015-2016 at ?16268855.96 was higher by 201.37% over last Year (? 5398378.03 in 2014-2015). EarningBefore interest and Tax was at ? 2357239.35 registered a growth of 330.12 % over EBITAof ? 548042.33 in FY 2014-2015. " "
Subsidiaries Associates and Joint Ventures
The Company has 6 Subsidiary as on 31/03/2015. Two of them Cease to be Subsidiaryduring the Year. There are no associates or Joint Venture companies within the meaning ofSection 2(6) of the Companies Act 2013 There has been no material change in the natureof business of Subsidiaries Company. Pursuant to Provisions of Sections 129 (3) of theCompanies Act 2013 we have prepared Consolidated Financial Statement of the Companywhich forms part of this Annual Report. Further a Statement containing sailent features ofthe financial statement of our subsidiaries in the prescribed form AOC-1 is attached tothe Financial Statements of the Company.
Directors and KMP
Reappointments:- As per the Provisions of the Companies Act. 2013 Smt. PayelChakraborty Director of the Company retires by rotation at the ensuing Annual GeneralMeeting and being eligible seeks reappointments. The Board recommends his re-appointment.
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of Independencelaid down in Section 149 (60 of the Companies Act. 2013 and Regulation 25 of SEB1 (Listingobligation and Disclosure requirements) Regulations 2015.
Pursuant to Provisions of Section 203 of the Companies Act 2013 the Key ManagerialPersonnel of the Company are Mr. Sanjay Kumar Tiwari. Managing Director Mr. RaghavRandar Chief Financial Officer Mrs. Anny Jain Company Secretary. There has been noChange in the Key Managerial Personnel during the Year.
Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 Director of your company herebystate and confirm that:-
a) In the preparation of the annual accounts for the year ended 31st March 2016the applicable accounting standards have been followed along with proper explanationrelating to material departures;
b) They 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 at the end of financial year and of the Lossof the Company for the same period;
c) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls in the company that are adequate arewere operating effectively;
f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.
Remuneration to the Directors/KMP
|Sr No. Names ||Designation ||Remuneration in 20152016 (Amount in ?) ||Remuneration in 20142015 (Amount in T) |
|1 Mr. Sanjay Kumar Tiwari ||Managing Director ||96667 ||116667 |
|2 Ms. Anny Jain ||CS (KMP) ||112000 ||Nil |
|3. Mr. Jay Prakash lahoti ||CS (KMP) ||- ||96.667 |
|4 * Mr. Raghav Randar * ||CFO (KMP) ||120000 ||96.667 |
Mr. Jay Prakash Lahoti resigned from the post of Company Secretary on 31 03''2015. MsArmy Jain is appointed as Company Secretary of the Company with effect from 23/04/2015.
Managerial Remuneration and Particular of Employees
The Information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Remuneration) Rules 2014 in respect of theemployees of the Company are given in annexure -2 forming part of this report.
We have not accepted any Deposits and as Such no amount of Principle or Interest wasoutstanding as of Balance sheet date.
Management Discussion and Analysis Report
In terms of provisions of Regulation 34 of Securities and Exchange Board of India(Listing Obligation and Disclosure Requirements) Regulation 2015 the Managementdiscussion and Analysis is set out in this Annual Report.
Listing with Stock Exchanges
The Scrip of the Company is admitted in the BSE on 24/02/2016.The Company confirms thatit has paid the Annual Listing Fees for the year 2015-2016 to CSE (Scrip Code 30070) andBSE (Scrip Code 539673) where the Company's share are listed.
Dematerialization of shares
96.10% of the Company 's paid up Equity share Capital is in dematerialised form as on31/03/2016 and the balance are in physical form. The Company's registrar are M/s NicheTechnologies Private Limited having their registered office at D/511 Bagree Market 5thFloor 71 B R B Basu Road Kolkata-700001.
Number of Board Meetings Held
The Board of Directors duly met Fourteen Times during the financial year from 1st April2015 to 31st March 2016. The maximum Interval between any two meetings did not exceed 120days as prescribed in the Companies Act 2013.
Significant and Material Orders
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
The Board of Directors has carried out an annual Evaluation of its own performanceboard Committees and individual Director pursuant to provisions to the provisions of theAct and the corporate governance requirements as prescribed by Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015("SEBI Listing Regulations")
The performance of the Board was evaluated by board after seeking inputs from all theDirectors on the basis of the criteria such as the board composition and Structureeffectiveness of the board processes information and functioning etc.
The performance of the Committee was evaluated by the board after seeking inputs fromthe Committee members on the basis of the criteria such as the composition of committee effectiveness of Committee meetings etc.
? and remuneration committee reviewed the performance of the individual directors onthe basis of ? is the contribution of the Individual director to the board andcommittee meeting like preparedness on the issues t; re ?. meaningful and constructivecontribution and inputs in meetings etc. In addition the Chairman was also r
?. the key aspects of his role.
In a separate meeting of Independent Directors performance of Non IndependentDirectors performance of the Board as a ? hole and performance of Chairman wasevaluated taking into account the views of Executive and Non executive Directors. Thesame was discussed in the board meeting that followed the meeting of the IndependentDirectors at which the performance of the Board its committee and individual directorswas also discussed. Performance Evaluation of Independent Directors was done by entireboard excluding the Independent Director being evaluated.
Internal Financial Control and its adequacy
The detail in respect of Internal Financial Control and their adequacy are included inthe Management and Discussion Analysis report which forms part of the financialStatements.
The details pertaining to Composition of Audit Committee are included in CorporateGovernance Report which forms part of this report.
Extracts of Annual Return
The details forming part of the Extract of the Annual Return in form MGT-9 is appendedas Annexure - 3.
At the Annual General Meeting held on September 30 2014 the Auditors M/s Ashok KumarNatwarlal and Co. Chartered Accountants Kolkata were appointed as Auditor of the Companyto hold office till the conclusion of Annual General Meeting to be held in the calendaryear 2017. In terms of provision of Section 139 of the Companies Act 2013 the appointmentof the auditors shall be placed for ratification at every Annual General Meeting.Accordingly the appointment of M/s Ashok Kumar Natwarlal and Co. chartered Accountants asstatutory auditors of the Company is placed for ratification by the shareholders. i
M/s A L & Associates practicing Company Secretaries was appointed to conduct theSecretarial Audit of the Company for the Year 2015-2016 forms part of Annual report.
Auditors's Certificate on Corporate Governance:-
As required by SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015the auditors' certificate on Corporate governance is enclosed as Annexure to the BoardReport.
Auditor's Report and Secretarial Auditor's Report
The Auditor's report and Secretarial Auditor's report does not contain anyqualifications reservations or adverse remark. Corporate Governance
Pursuant to Regulation 34 of the listing Regulation read with Schedule V to the saidregulations a Corporate Governance report has been annexed as part of Annual report alongwith Auditor's Certificate.
?of Energy Technology Absorption Foreign Exchange Earnings and Outgo
? required under Section 134(3)(m) of the Companies Act 2013 read with rule 8 ofthe Companies (Accounts)
? is not applicable to the Company.
Particulars of Employees
The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are attachedin the report.
Corporate Social Responsibility
In terms of Section 135 and Schedule VII of the Companies Act. 2013. the Company doesnot fulfill the requirement of Net Worth Turnover and Net Profit that invoke theprovisions for Corporate Social Responsibility.
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act. 2013 avigil Mechanism for Directors and Employee to report genuine concerns has beenestablished.
Related Party Transactions
Relate Party Transactions were not entered during the financial year. Therefore therequirement of Form AOC-2 is not required.
Particulars of Loans Guarantees or Investments
The Company has not given Loans Guarantees and Investments. Therefore the requirementto disclose in Notes to Accounts are not required.
As per Regulations 34 of the SEBI Listing Regulations Business responsibility Reportis not applicable for the company.
The Securities and Exchange Board of India on September 2 2015 issued SEBI (ListingObligations and Disclosure RequirementsO Regulations 2015 with the aim to consolidate andstreamline the provisions of the Listing Agreement for different segments of CapitalMarket to ensure better enforceability The said regulation were effective from December01. 2015. Accordingly all listed entities were required to enter into the ListingAgreement with in Six Months from the effective Date. The Company entered into listingagreement with the Calcutta Stock Exchange and Bombay Stock Exchange on February 2016.
Disclosure under Sexual Elarassment of Women at Work Place (Prevention Prohibition andRedressal) Act 2013
Your company is committed to creating and maintaining a secure work environment whereits employee customers Vendors etc can work and pursue business together in anatmosphere free of Harassment exploitation and intidimation. To empower women and protectwoman against Sexual harassment a policy for prevention of Sexual harassment has beenrolled out . The policy allows employees to report sexual harassment at the work place.
Directors deeply acknowledge the trust and confidence you have placed in the company.Director would also like to thank all its Banker Customer Vendors and Shareholders fortheir Continued support to the Company. In specific the Board would also record itssincere appreciation of the Commitment and Contribution made by all employees of theCompanv.
The statement forming part of Director's report may contain certain forward lookingremarks within the meaning of errkceble Securities Law and regulations. Many factors couldcause the actual results performance or achievements of the d: mourn to be materiallydifferent from any future results performances or achievements that may be expressed orimplied 7- such forward looking statements.
|Kolkata ||BY ORDER OF THE BOARD |