To The Members
Your Directors have pleasure in presenting the 22nd Annual Report ofthe Company together with Audited Accounts for the year ended on 31st March 2015.
| || ||(Rs. In Lacs) |
|Particulars ||March 31 2015 ||March 31 2014 |
|Sales and Other Income ||17.08 ||14.20 |
|Profit before depreciationtaxation& Exceptional items ||3.87 ||4.52 |
|Less: Depreciation ||(0.25) ||(0.05) |
|Less: Exceptional Items ||(7.87) ||0.00 |
|Less: Current Tax ||0.00 ||(1.35) |
|Less: Deferred Tax ||0.03 ||(0.03) |
|Less: Tax for earlier year ||(0.02) ||0.00 |
|Profit after taxation ||(4.24) ||3.09 |
|Add: Balance brought forward from previous year ||(24.22) ||(27.92) |
|Surplus available for appropriation ||(44.49) ||(24.22) |
|Appropriations || || |
|Transferred to Special Reserve ||0.00 ||(0.62) |
|Contingency provision for Standard Assets ||(0.01) ||1.23 |
|Provision for loss assets ||(16.00) ||0.00 |
|Transitional Provision for Depreciation ||(0.02) ||0.00 |
|Balance carried to Balance sheet ||(44.49) ||(24.22) |
In the year under review the Company has incurred Loss of Rs. 4.24 lakh Your Directorsare identifying prospective areas and will make appropriate investments that will maximizethe revenue of the company in thecurrent Financial Year.
In view of inadequate Profit Your Directors do not recommend any dividend for theyear.
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 Number 322770E)as the Statutory Auditors for a period of 3 years to hold office from the conclusion ofthe ensuing Annual General Meeting (2015) till the Annual General Meeting (2017) subjectto ratification of their appointment at every AGM during the term of their office. Theyhave confirmed their eligibility and willingness for appointment as Statutory Auditors forthe aforesaid period as per Section 141 of the Companies Act 2013. The Board ofDirectors recommends their appointment to the shareholders.
As required under section 204 (1) of the Companies Act 2013 the Company has obtained asecretarial 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 afirm of company Secretaries in practice (C.P. No. 14385)to undertake the Secretarial Audit of the Company.
The Secretarial Audit report for the financial year ended 31st March 2015 is annexedherewithas "Annexure A" to this report.
Director Mrs. Swapna Jain (DIN: 06995389)retire by rotation and being eligible offerhimself for re appointment.
6.CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS
The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexures together with theCertificate from the auditors of the Company regarding compliance with the requirements ofCorporate Governance as stipulated in Clause 49 of the Listing Agreement.
7.LISTING AT BSE LTD.
Your Company has been listed intothe stock exchange of BSE Limited during the year.
Your Directors place on record the sense of appreciation for the valuable contributionmade by the staff members of the company and hope that their continued support will helpin achieving the goals of the Company. No employee of the company is in receipt ofremuneration in excess of the limit prescribed under section 217(2A) of the Companies Act1956.
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 |
In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that :
i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.
ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.
iii)The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
iv)The directors have prepared the annual accounts on a 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.
The paid up equity capital as onMarch 31 2015 was Rs.7980Lakh. The company has notissued shares with differential voting rights nor granted stock options nor sweat equity.
TheCash and cash equivalents as at March 31 2015 was Rs.30.06lakhs. The companycontinues to focus on judicious management of its working capital Receivables and otherworking capital parameters were kept under strict check through continuous monitoring.
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.
14.INTERNAL CONTROL SUSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternalAudit function reports to the Chairman of the Audit Committee of the Board &to the Chairman & Managing Director.
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 of internal audit function process owners undertake correctiveaction in their respective areas and thereby strengthen the controls. Significantauditobservations and recommendations along with corrective actions thereon are presented tothe Audit Committee of the Board
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 Appointment &Remuneration Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.
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.
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe yearNineBoard Meetings andthe details of which are given in the Corporate GovernanceReport. The intervening gap between the Meetings was within the period prescribed underthe Companies Act 2013.
18.RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onarms length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.
The Company does not have any subsidiary hence the compliance of provisions of section212 of the Companies Act 1956 are not applicable.
20.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 down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business and in particularon matters relating to integrity in the work place in business practices and in dealingwith stakeholders. The Code gives guidance through examples on the expected behavior froman employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.
21.VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any.
In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies in India the Company is committed tothe high standards of Corporate Governance and stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with instances of fraud andmismanagement if any. The FRM Policy ensures that strict confidentiality is maintainedwhilst dealing with concerns and also that no discrimination will be meted out to anyperson for a genuinely raised concern.
A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.
22.PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Companys shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with theCode
23.EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as " Annexure B".
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 ||Basant Kumar Sharma ||Subhash Chandra Dadhich |
|Date :25thDay of May 2015 ||Managing Director ||Director |
To Annexure I to the Secretarial Audit Report
M/s.Shree SecuritiesLtd. The Members 3rdFloorRoom No. 18G 3 Synagogue Street Kolkata700001
1. Maintenance of secretarial record the Company. Our responsibility is to express anopinion on these secretarial is theresponsibility of the management of recordsbased on ouraudit.
2. We believethat secretarial records obtain reasonable assurance about the We havefollowed the audit practices and processes aswere appropriate to correctness of thecontents of the ensure thatcorrect facts are reflected in secretarial records..Theverification was done on the random test basis to opinion. the processes and practiceswe followed provide areasonable basisfor our
3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.
4. The compliance of laws rules and regulationsand happening of events etc. Where everrequired we have obtained the Management representation about
5. Standards is the responsibility of management. Our examination was limited to Thecompliance of the provisions of Corporate and other applicable laws rules theverification of procedures on the random test basis.
6. The company nor of the efficacy or effectiveness with which the management TheSecretarial Audit report is neither an assurance as to the future viability of hasconducted the affairs of the Company.
|Place:Kolkatta ||C. P. No. 14385 |
|Date:25.05.2015 ||Mem No. : : A38387 |