To the Members
Your Directors have pleasure for presenting the 9th Board Report together with the audited annual accounts of the Company for the financial year ended 31st March 2016.
1. FINANCIAL RESULTS:
The financial performance of the Company for the year under review is summarized below:
(Rs. In Lacs)
|Profit before Interest and|
|Depreciation and Amortisation|
|Profit before Depreciation Tax|
|and Exceptional items(PBDT)||(26.51)||(93.59)|
|Profit Before Tax (PBT) and|
|Prior Period Tax Payments||-||-|
|Profit after Tax (PAT)||(8726.02)||(3165.54)|
2 PERFORMANCE OF THE COMPANY
The Management of the Company is trying very hard to review the Company and to get the operations back on track. Earlier the Company was working on Company owned and Company operated (COCO) model of retail business however after some time company opted for franchise model of business. Later on due to some unfavorable market conditions the franchise model opted by the company too failed to get desired results. During the year under review your Company had extended its losses to Rs. 8726 lacs in comparison to the losses of Rs. 3165 lacs during the financial year ended on 31st March 2015.
Board of Directors of the Company has not recommended any dividend for the equity shareholders of the Company for the financial year ended on March 31 2016.
4 UNCLAIMED / UNPAID DIVIDEND (TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND)
Pursuant to the provisions of section 124 read with sub section (1) of section 125 of the Companies Act 2013 unclaimed dividend which remains unpaid for a period of seven years shall be transfer to Investor Education & Protection Fund (IEPF). Unclaimed dividend for the financial year 2008-09 (Rs. 232109/-) will be transfer to the said fund before the due date. It may be noted that upon the transfer of dividend to Investor Education & Protection Fund members lose their right to claim such dividend. Therefore Members are requested to claim the amount of Unpaid/unclaimed dividend for the year 2008-09 (Rs. 232109/-) before the due date.
5 TRANSFER TO GENERAL RESERVE
During the year under review Your Company has not transferred any amount to any reserve of the Company.
6 BUSINESS SEGMENTS
Your Company does not have any reportable segment in accordance to Accounting Standard (AS) -17 issued by the Institute of Chartered Accountants of India as it deals in only one segment i.e. Retail segment.
7 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A report on the management discussion and analysis is annexed hereto and forms part of this report as required under Listing Regulations
8 CORPORATE GOVERNANCE
The Company has put in place the norms of Corporate Governance in compliance with the provisions of the Listing Regulations. A report on Corporate Governance as stipulated under Listing Regulations is annexed herewith as part of the Annual Report.
A certificate to that effect has been obtained by the Company from Practicing Company Secretary which is annexed to this report.
9 ENVIRONMENTAL ASPECT AND SOCIAL RESPONSIBILITY
The Company is committed to improve all aspects of environment. We always aspire to fuse business values cultural pillars and operating principles to achieve the expectations of our customers lenders employees investors communities and the wider society. We always pay full attention to promote improve and maintain our responsibility towards the society as a whole for better socio-economic condition.
10 SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
As on 31.03.2016 Your Company don't have any subsidiary associate or joint venture.
11 BOARD OF DIRECTORS
At the beginning of the financial year under review your Company has an optimum combination of Independent Non executive and Executive Directors which constitute a competent Board in accordance with the Listing Regulations and applicable provisions of the Companies Act 2013. However during the year under review due to sudden demise of one of the Independent Non-Executive Director i.e. Sh. A. Chatterjee (DIN.- 00266151) and resignations of Ms. Anishrava Agrawal (DIN: 00976083) Independent Non-Executive Woman Director of the Company and Dr. ING N.K Gupta (DIN no. 00032956) Independent Non-Executive Director your Company had left with Three Directors on the Board of Directors of the Company.
Further in order to fulfill the requirement of minimum number of independent directors on the board of the company Board of directors of the company with the consent of Mr. Manoj Mishra (DIN no. 00386578) existing Non-Executive Director of the Company changed his designation as Independent Non-Executive Director of the Company. However decision of the Board of Directors is subject to the approval of the members of the company in the ensuing general meeting. Therefore the Board of Directors of the Company seeks approval of the Members of the Company in this ensuing Annual General Meeting for change in terms of appointment of Sh. Manoj Mishra as Independent Non-Executive Director of the Company.
12 DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the declarations from all the Independent directors confirming that they meet the criteria of independence as provided under Section 149(6) of the Companies Act 2013 and the Listing Regulation
13 KEY MANAGERIAL PERSONNEL
During the year under review Ms. Anuradha Gaur an Associate member of the Institute of the Company Secretaries of India was appointed as the Company Secretary cum Compliance officer of the Company in the month of June 2015
14 DIRECTORS RETIRING BY ROTATION
At the beginning of the financial year the Company had an optimum combination of Executive Non-Executive and Independent directors. However during the year 2015-16 due to resignations by Directors the Company is left with only three directors on the Board as on 31.03.2016 One Executive Managing Director and Two Independent Director.
Pursuant to the provision of section 152 of the Companies Act 2013 one-third of such of the Directors as are liable to retire by rotation shall retire every year and if eligible offer themselves for re-appointment at every AGM.
However Your Company is unable to comply with the said provisions of section 152 of the Companies Act 2013 for the year ended 31.03.2016 as the Board of the Company consist of One Managing Director whose appointment is not subject to retire by rotation pursuant to the terms of his appointment and two Independent Directors who cannot be retire by rotation pursuant to the provisions of section 152(6) of the Companies Act 2013.
15 BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations the Board has carried out an annual performance evaluation of its own performance performance of the Independent Directors the directors individually as well as the evaluation of the working of its Audit Nomination & Remuneration and other Compliance Committees. The Evaluation process focused on various aspects of the functioning of the Board and Committees such as composition of the Board and Committees experience and competencies performance of specific duties and obligations etc.
16 NOMINATION AND REMUNERATION POLICY
The Board of Directors in consultation with the members of Nomination & Remuneration Committee framed a policy for selection and appointment of Directors Senior Management and their remuneration including criteria for determining qualifications positive attributes independence of a director. Details of the Remuneration and other fees paid to the Directors are provided in the Corporate Governance Report. Further pursuant to the provisions of section 134(3)(e) the said policy is attached herewith as an Annexure A
During the financial year under review 6 (Six) Meetings of the Board of Directors and 1(One) Meeting of Independent Directors' of the Company were held. The Details of meetings are given in Corporate Governance Report. The provisions of Companies Act 2013 and the Listing Regulations were adhered to while considering the time gap between two meetings.
18 COMMITTEES OF THE BOARD
Your Company has established various committees for the purpose of the best governance practices and which are in compliance with the requirements of relevant provisions of applicable laws and statutes which are as follows: a. Audit Committee b. Nomination and Remuneration Committee c. Share Transfer Committee d. Shareholders'/Investors' Grievance Committee(Stakeholders Relationship Committee) The details with respect to the compositions powers duties etc of the above mentioned committees are mentioned in the Corporate Governance Report which forms part of this Annual Report.
19 RISK MANAGEMENT POLICY
Your Company has laid down procedures to inform members about the risk assessment and minimization procedures which are periodically reviewed.
20 VIGIL MECHANISM
The Company has put in place a codified system which welcome suggestions from the directors and employees and such directors and employees at all levels have access to the Audit Committee members and the Senior Management of the Company to report any kind of irregularity in the Company's functioning or any unethical behavior or any kind of harassment or unequal treatment given to them. Company has always believed in conducting its affairs in a fair and transparent manner by adopting the highest standards of professionalism honesty integrity and ethics.
21 LISTING AGREEMENT
The SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015 was notified on September 2 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective from December 1 2015. Accordingly all listed entities were required to enter into the Listing Agreement within six months from the effective date. The Company has entered into Listing Agreement with Bombay Stock Exchange Ltd. and the National Stock Exchange of India Ltd.
22 LOANS GUARANTEE AND INVESTMENT IN SECURITIES
During the year under review the Company has not entered into any transactions of loans guarantees or investments with any Body Corporate or any person and therefore the provisions of section 186 of the Companies Act 2013 were not applicable on the company
23 CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTY
During the financial year ended 31st March 2016 the Company has not entered into any contract or arrangement with its related parties and hence the provisions of Section 188 of the Companies Act 2013 are not applicable on the company and therefore there are no transactions that are require to be reported in form AOC-2 for the financial year ended 31.03.2016.
a. Statutory Auditors
Pursuant to the provisions of section 139 141 and other applicable provisions (if any) of the Companies Act 2013 M/s P.K. Lilha & Co Chartered Accountants Kolkata were appointed as Statutory Auditors of the Company for a period of three years in the Annual General Meeting of the Company held on 30th September 2014. However as per the provision of section 139 of the Companies Act 2013 the appointment of auditors is required to be ratified by the members of the Company at every Annual General Meeting.
Accordingly the Board of Directors of the Company seeks consent of the members of the Company in the ensuing Annual General Meeting of the Company for the same.
The Report given by the Auditors on the financialstatements of the company is part of this Annual Report. Further there has been no qualification reservation adverse remark or disclaimer given by the Auditors' in their report.
b. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Your Company has appointed Mr. Astik Mani Tripathi (CP No. 10384) Practicing Company Secretary Proprietor of M/s Astik Tripathi and Associates to undertake the Secretarial Audit of the Company for the financial year 2015-16.
Secretarial Audit Report and Qualifications
in the SecretarialThereisaudit qualification report that during the year under review Company has not appointed Woman Director and Chief Financial officer in the Company.
In this regard Board of Directors hereby submits that there are no major business activities in the Company during last few years and management of the Company is trying very hard to adopted a fruitful business model for the Company and management is searching for eligible candidates as per the requirements of the Company.
Copy of the Secretarial Auditors Report is annexed to this Report as an annexure B
25 DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to requirement under Section 134(5) of the Companies Act 2013 with respect to Directors' Responsibility Statement it is hereby confirmed that:
In preparation of the annual accounts the applicable accounting standards had been followed along with the proper explanations relating to material departures if any.
The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.
The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act for safeguarding the assets of the Company and for preventing and detecting the fraud and other irregularities.
The Directors have prepared the annual accounts of the Company on a `going concern' basis.
The Directors had laid down the internal financial control that is followed by the company and these internal financial controls are adequate and were operating effectively. Internal Financial controls means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Companies policies the safeguarding of its assets the prevention and detections of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of financial information.
The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
26 PUBLIC DEPOSITS
During the year under review your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
27 PARTICULARS OF EMPLOYEES
a) The information showing names and particulars of employees of the Company pursuant to rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of this report. However In terms of Section 136 of the Act the Annual Report of the company is being sent to the members and others entitled thereto excluding the aforesaid information. The said information is available for inspection by the members at the registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same such member may write to the company secretary in advance.
b) Further disclosure pursuant to the provision of section 197(12) regarding the ratio of the remuneration of each director to the median employee's remuneration and such other details as required under rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached herewith as an Annexure C
28 ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to energy conservation technology absorption and foreign exchange earnings & outgo as required to be disclosed under section 134(3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is provided as an Annexure D to this report . Your Company has taken adequate measures to reduce energy consumption wherever possible. The Company has not incurred any expenditure on Research &Development Technology absorption adoption & innovation during the current financial year.
29 ANNUAL RETURN
Extract of Annual Return Pursuant to the Section 92(3) of the Companies Act 2013 is annexed to this report as Annexure E.
30 MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
In view of unfavorable market situation the Company's Receivable and Advances become doubtful of recovery against which provision were made resulting in erosion of net worth by more than fifty percent but management is of the view that these debts may be realized once the business of the Company again started.
31 DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.
During the yearunderreviewnosignificantand material orders passed by the regulators or Courts or Tribunals which can impact the going concern status and Company's Operations in future
32 ADEQUACY OF INTERNAL FINANCIAL CONTROL
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the company's policies safeguarding of its assets the prevention and detection of the frauds and errors the accuracy and completeness of the accounting records and the timely preparation of the reliable financial information .
For the financial year 2015-16 the Board is of the opinion that for the preparation of financial accounts for the year ended March 31 2016 the applicable Accounting Standards have been followed and the internal financial controls with reference to the financial statements are found to be adequate and were operating effectively and that no material weaknesses were noticed.
33 SEXUAL HARASSMENT
During the year under review there were no cases filed pursuant to the Sexual Harassment of women at Workplace (Prevention Prohibition and Redressal) Act 2013.
The Board place on record their appreciation for the assistance and co-operation received from various government authorities stakeholders bankers vendors and members during the year under review. Directors also wish to thank all the employees for their contribution commitment support and co-operation.
|For and on behalf of Board of Directors|
|(Sandip Jhunjhunwala)||(K D Ghosh)|
|Date: 29th August 2016|