Your Directors have pleasure in presenting the Annual Report of the Company togetherwith Audited Accounts for the year ended on 31st March 2015.
1. Financial Results
| || ||Rs. In Lacs |
| ||CURRENT YEAR ||PREVIOUS YEAR |
|Sales and Other Income ||18.25 ||4.37 |
|Profit before depreciation taxation & Exceptional Items ||8.10 ||1.32 |
|Less: Depreciation ||0.26 ||0.04 |
|Less : Current Tax ||0.40 ||0.24 |
|Less : Mat Credit ||(0.16) ||(0.24) |
|Less : Mat Credit for earlier year ||0.00 ||(0.03) |
|Less: Deferred Tax ||(0.03) ||0.03 |
|Less : Exceptional Items ||5.72 ||0.00 |
|Profit after taxation ||1.90 ||1.28 |
|Add: Balance brought forward from previous year ||(6.00) ||(7.28) |
|Surplus available for appropriation ||(4.12) ||(6.00) |
|Appropriations || || |
|Transitional Provision for Depreciation ||(0.01) ||0.00 |
|Balance carried to Balance sheet ||(4.12) ||(6.00) |
2. Future Performance
In the year under review the Company has made Net Profit after tax of Rs. 189520/-adjusted with accumulated loss carried forwarded from past years. Your Directors areidentifying prospective areas and will make appropriate investments that will maximise therevenue of the company in the current Financial Year.
In view of the accumulated loss carried forwarded from past years and after adjustmentsfor the current year s profit the Board regrets its inability to recommend any dividendto equity shareholders for the year.
4. Share Capital :
The paid-up equity capital as on March 31 2015 was Rs. 8200000/-. The Company hasnot issued shares with differential voting rights nor granted stock options no sweatequity.
The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.
M/s. Maroti & Associates Chartered Accountants (Firm Registration Number322770E) be and are hereby reappointed as the Statutory Auditors of the Company to holdoffice from the conclusion of this Annual General Meeting for term of consecutive twoyears till conclusion of the 2nd next Annual General Meeting after this Annual GeneralMeeting (subject to ratification of the appointment by the members at every'' AnnualGeneral Meeting held after this Annual General Meeting) during the term of theirappointment. They' have confirmed their eligibility and willingness for appointment asStatutory' Auditors for the aforesaid period as per Section 141 of the Companies Act2013. The Board of Directors recommends their appointment to the shareholders.
As required under section 204 (1) of the Companies Act 2013 the Company' has obtaineda secretarial audit report.
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company' hasappointed M/s. P. Doleswar Rao Company' Secretaries in practice (C.P. No. 14385) toundertake the Secretarial Audit of the Company'. The Secretarial Audit report for thefinancial year ended 31st March 2015 is annexed herewith as "Annexure A" tothis report. The observation of Secretarial Auditor are clarified as under :
a) We endeavored to appoint Chief Financial Officer and in due course would appointeligible candidate.
b) The company' has adopted new Articles of Association in conformity with theCompanies Act 2013 and would file e-form MGT-14 in due course.
c) The Company' has appointed Internal Auditor pursuant to Section 138 of the CompaniesAct 2013 and would file e-form MGT-14 in due course.
Mr. Kailash Chandra Sharrna (DIN: 00081202) who retires by' rotation and beingeligible offers themselves for re-appointment.
7. Compliance under Clause 49
Corporate Governance And Management Discussion & Analysis Report:
As required under clause 49 of the listing agreement with the Stock Exchange theReport on Corporate Governance together with Auditors view and management discussion &analysis report regarding compliance of the S EBI code of Corporate Governance is annexedherewith.
8. Acceptance of Deposit
Your Company' has not accepted any' deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
9. Loans Guarantee or Investments
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. The details of the investments made by company isgiven in the notes to the financial statements.
10. Internel Control System
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report ofinternalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board and tomaintain its objectivity and independence the Audit Committee reports to the Chairman ofthe Audit Committee and & to the Board Chairman & Managing Director.
11. Board of Directors performance evaluation
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Stakeholders RelationAppointment & Remuneration Committees. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.
12. Remunerations Policy :
The Board has on the recommendation of the Appointment & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
13. Board & Committee Meetings :
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year 11 (Eleven) meeting of the Board of directors was held and the details of whichare given in the Corporate Governance Report annexed hereto. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.
14. Related Party Transactions:
All related party transactions that were entered into during the financial year were inthe ordinary course of the business. There are no materially significant related partytransactions made by the company with Promoters Key Managerial Personnel or otherdesignated persons which may have potential conflict with interest of the company atlarge.
15. Directors' Responsibility Statement:
Pursuant to the requirement of clause c of sub-section 1 and sub section 5 of section134 of the Companies Act 2013 (the Act) and corresponding to the section 217(2AA) of the Companies Act 1956 and based on the representations received from theoperating management the Directors hereby confirm that:
i. In preparation of the annual accounts the applicable Accounting Standards have beenfollowed.
ii. The Directors have selected such accounting policies and have 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 theFinancial Year.
iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 1956for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
iv. The Directors have prepared the annual accounts on going concern basis.
v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi. The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
16. Subsidiary Companies:
The Company does not have any subsidiary hence the compliance of provisions of section212 of the Companies Act 1956 are not applicable.
17. Code of Conduct:
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Code has been posted on the Companys website. The Code lays downthe standard procedure of business conduct which is expected to be followed by theDirectors and the designated employees in their business and in particular on mattersrelating to integrity in the work place in business practices and in dealing withstakeholders. The Code gives guidance through examples on the expected behaviour from anemployee in a given situation and the reporting structure. All the Board Members and theSenior Management personnel have confirmed compliance with the Code. All Management Staffwere given appropriate training in this regard.
18. Vigil Mechanism:
The Company has a vigil mechanism to deal with issuance of fraud and mismanagement ifany. In staying true to our values of Strength Performance and Passion and in line withour vision of being one of the most respected companies in India the Company is committedto the high standards of Corporate Governance and stakeholder responsibility.
The vigil mechanism ensures that strict confidentiality is maintained whilst dealingwith concerns and also that no discrimination will be meted out to any person for agenuinely raised concern. The Chairman of Audit and Chairman of the Board looks into thecomplaints raised.
19. Prevention of Insider Trading:
The Code requires pre-clearance for dealing in the Companys shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Company has adopted a Code ofConduct for Prevention of Insider Trading with a view to regulate trading in securities bythe Directors and designated employees of the Company. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.
20. Extract of Annual Return:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as " Annexure - B".
21. Particulars of Employees:
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. If any member is interested in inspectingthe same such member may write to the company secretary in advance in terms of Section136 of the Act. Your Directors place on record the sense of appreciation for the valuablecontribution made by the staff members of the company and hope that their continuedsupport will help in achieving the goals of the Company. No employee of the company is inreceipt of remuneration in excess of limit prescribed Act.
23. Listing at BSE Ltd.:
Your directors are pleased to inform you that entire equity share of your company hadbeen listed on BSE Ltd at the end of the last quarter of the Financial Year 2014-15providing ready marketability of securities on a continuous basis adding prestige andimportance to the company. This will increase your companys credential. This is astep towards our ambition to build a more diversified product profile targeting disparaterisk appetites. The company can also raise additional funds from the public through thenew issue market with a greater degree of assurance. The new funds sought to be raisedbreak new ground for the Company and are steps towards our ambition to build a more globalfund house.
24. Statutory Information:
Particulars required to be furnished by the companies (Disclosure of particulars in theReport of the Board of Directors) Rules 1988:
|1. CONSERVATION OF ENERGY ||: Nil |
|2. TECHNOLOGY ABSORPTION & ADOPTION ||: Nil |
|3. FOREIGN EXCHANGE EARNING & OUTGO ||: Nil |
The Board wishes to place on record their gratitude for the co-operation and assistancereceived from all those who contributed by some means or other for the performance of thecompany and expect the same in the future.
| || |
For and on behalf of the Board
|Place : Kolkata ||Kailash Chandra Sharma ||Navin Chandra Sharma |
|Date : 25th day of May 2015 ||Director ||Managing Director |
| ||(DIN :: 00081202) ||(DIN :: 00081104) |