DIRECTORS REPORT TO THE SHARE HOLDERS
Your Directors have pleasure in presenting their report together with the auditedBalance sheet as at 31st March 2018and Statement of Profit & Loss for the year endedon that date.
|S. No. ||Particulars ||2017-2018 ||2016-2017 |
|1. ||Revenue from Operations ||1589844.82 ||10702137.97 |
|2. ||Profit Before Interest and Depreciation ||515737.00 ||1361672.00 |
|3 ||Finance Cost ||450175.00 ||455000.00 |
|4 ||Depreciation and Amortisation ||17931.93 ||13750.00 |
|5 ||Profit Before Tax ||47630.39 ||892921.78 |
|6 ||Provision for Tax ||300000.00 ||230000.00 |
|7 ||Short Provision for Income Tax ||25549.00 ||33786.62 |
|8 ||Deferred Tax Liability Written Back ||Nil ||Nil |
|9 ||Profit After tax ||(277918.61) ||629135.16 |
|10 ||Profit on Disposal of Subsidiary ||Nil ||Nil |
|11 ||Other Comprehensive Income ||(6163501.77) ||Nil |
| ||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 ||3386469.30 ||2757334.14 |
|14 ||Balance carried forward to Balance Sheet ||(2777032.47) ||3386469.30 |
In View of Inadequate Profit Company has not declared dividend during the year.
Transfer to Reserve
The Company did not transfer any amount to General Reserve.
On Standalone Basis revenue from operations for Financial Year 2017-18 at`1589844.82 was lower by 85.14% over last year (`10702137.97 in 2016-2017) .Earningbefore Interest and Tax was at `515737.00 registered a decline of 62.12% over EBITA of(` 1361672.00 in FY 2016-2017)
There are no subsidiaries or associates or joint venture companies within the meaningof Section 2(6) of the Companies Act2013.
Directors and KMP
Reappointments:- As per the Provisions of the Companies Act 2013 Mr. Payel ChakrabortyDirector of the Company retires by rotation at the ensuing Annual General Meeting andbeing eligible seeks reappointments. The Board recommends her re-appointment.
Mr Radheyshyam Misrha retired wef 04.09.2017 due to death.
Mrs. Nandita DeyChief Financial Officer has resigned from the company on 01.11.2017and the company has authorized Mrs Payel Chakraborty to sign on her behalf.
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act2013 that he/she meets the criteria of Independencelaid down in Section 149(60 of the Companies Act2013 and Regulation 25 of SEBI (Listingobligation and Disclosure requirements) Regulation 2015.
Pursuant to Provisions of Section 2013 of The Companies Act 2013the Key ManagerialPersonnel of the Company are Mr. Sanjay Kumar Tiwari Managing Director Mrs. Anny JainCompany Secretary .
Policy on Director's appointment and remuneration
Pursuant to the provision of Section 178 of the Act the company has formulated andadopted policy on selection of Directors and Remuneration policy which are discussed onour website.
Directos 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 2018the 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 adequateare were 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 2017- 2018 ||Remuneration in 2016- 2017 |
|1 ||Mr. Sanjay Kumar Tiwari ||Managing Director ||120000.00 ||120000.00 |
|2 ||Ms. Anny Jain ||CS (KMP) ||120000.00 ||120000.00 |
|3 ||Mr. Raghav Randar ||CFO (KMP) ||10000.00 ||120000.00 |
|4 ||Mrs. Nandita Dey ||CFO(KMP) ||144470.00 ||NIL |
Mrs Nandita Dey resigned from the post of CFO(KMP) on 01.11.2017
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 2015The Management discussionand Analysis is set out in this Annual Report.
Listing with Stock Exchanges
The Company confirms that it has paid the Annual Listing Fees for the year 2017-2018 toBSE (Scrip Code 539673) and CSE (Scrip Code 30070) and where the Company's share arelisted.
Dematerialization of shares
96.10% of the Company's paid up Equity share Capital is in dematerialised form as on31/03/2018and 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 eight times during the financial year from 1st April2017 to 31st March 2018. 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 carried out an annual performance evaluation of its own performance boardcommittees and individual Directors pursuant to provisions to the provisions of the actand the corporate Governance requirements prescribed by Securities and Exchange Board ofIndia(Listing Obligations and Disclosure Requirements)Regulations 2015("SEBI ListingRegulations")
The performance of the Board was evaluated by board after seeking inputs from 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 composition of committeeeffectiveness of the committee meetings etc.
The Board and nomination and remuneration committee reviewed the performance of theindividual directors on the basis of criteria such as the contribution of the Individualdirector to the Board and committee meeting like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors performance of Non IndependentDirectors performance of the Board as a whole and performance Chairman was evaluatedtaking into account the views of Executive and Non Executive Directors at which theperformance of the Board its committee and individual directors was done by entire Boardexcluding 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 2.
At the Annual General Meeting held on September 23 2017 the Auditors M/s J.P .Lakhotia & Associates Kolkata were appointed as Auditor of the Company to holdoffice till the conclusion of Annual General Meeting to be held in the calendar year 2022which is approved in the Board Meeting and Shareholders in the Annual GeneralMeetingsubject to ratification by the shareholders at the General Meeting or as maynecessitated by Act from time to time.
Mrs Dipti Damani practicing Company Secretary was appointed to conduct the SecretarialAudit of the Company for the Year 2017-2018 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 Audit Report
The Auditor's Report and Secretarial Auditor's report does not contain anyqualification reservation or adverse remark.
Pursuant to Regulation 34 of the listing Regulation read with Schedule V to the saidregulations a compliance report on Corporate Governance has been annexed as part ofAnnual report along with Auditor's Certificate.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
Information required under Section 134(3)(m) of the Companies Act 2013 read with rule8 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 rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules2014 are attachedto the report.
Corporate Social Responsibility
In terms of Section 135 and Schedule VII of the Companies Act 2013 the CSR is notapplicable for the Company.
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
Related 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 is not required.
As per Regulations 34 of the SEBI Listing Regulations Business responsibility Reportis not applicable for the Company.
Disclosure under Sexual Harassment 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 theCompany.
The statement forming part of Directors Report may contain certain forward lookingremarks within the meaning of applicable Securities Law and regulations .Many factorscould cause the actual results performance or achievements of the Company to bematerially 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:30.05.2018 || |
| ||Sanjay Kumar Tiwari |
| ||(Managing Director) |
| ||DIN:01691170 |