Your Directors have pleasure in presenting the 28th Annual Reporttogether with the Audited Statement of Accounts for the year ended on 31st March 2018.
|FINANCIAL RESULTS || |
Year Ended 31-03-2018
Year Ended 31-03-2017
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|Total Operating Income || |
|Profit/(Loss) from Operations before || || |
|Interest & Exceptional Items || |
|Interest || |
|Profit/(Loss) from Ordinary Activities before Tax || |
|Tax Expenses || |
|Profit/(Loss) from Ordinary Activities after Tax || |
|Exceptional Items || |
|Net Profit/(Loss) during the period || |
In view of carried forward losses your directors are unable to declaredividend for the year under consideration. OPERATIONS
During the year your company actively participated in Capital Marketand reaped benefits of booming Capital Markets. However the company has exited frominter-corporate loan portfolio due to risks aversion posed in the current lending markets.The Reserve Bank of India (RBI) has cancelled registration of the company as Non BankingFinancial Company and the Board decided not to continue NBFC business.
COMPLIANCE WITH REGULATIONS
The Company has complied with various regulations formulated from timeto time by the authorities.
The Equity Shares of the Company are listed at Bombay Stock Exchange(BSE) Calcutta Stock Exchange (CSE). Listing fees for 2018-19 for all the Stock Exchangeshave been paid.
DELISTING OF EQUITY SHARES FROM CALCUTTA STOCK EXCHANGE (CSE)
Process of delisting of Equity Shares of the company from CSE is on andthe company hopes to get its shares delisted from CSE in the current financial year.
CAPITAL OF THE COMPANY
During the year Authorised Capital of the Company stands at Rs.60000000/- (Rupees Six Crores Only) divided into 6000000 Equity Shares of Rs. 10/-each. Paid up Capital of the company is Rs. 22076000/- (Rupees Two Crores Twenty LacsSeventy-six Thousands Only) divided into 2207600 fully paid up Equity Shares of Rs. 10/-each.
Since the paid up capital of the Company is less than 1000 lacspresentation of Corporate Governance Report is not required for the Company.
The Company has not accepted any public deposit during the year underreview.
KEY MANAGERIAL PERSONNEL
The Company has appointed Shri Vinay Kumar Agarwal as Managing Directorof the company in the category of Key Managerial Personnel' in terms of therequirements of the Companies Act 2013. Miss Saloni Sharma has resigned from the post ofCompany Secretary & Compliance Officer w.e.f 7th April 2018.
In compliance with the Companies Act 2013 the performance evaluationof the Board and that of its committees and individual directors was carried out duringthe year under review.
COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION INCLUDINGPOLICY- SECTION 178(1) AND 178(3)
The remuneration policy of the Company is directed towards rewardingperformance based on review of achievements on a periodical basis. The remunerationpolicy is in consonance with the existing Industry practice.
The nomination & remuneration committee is responsible forformulating framework and policy for remuneration terms of employment and criteria fordetermining qualifications positive attributes and independence of a director andrecommend to the Board a policy relating to the remuneration for the Executives.
The Committee also reviews the ongoing appropriateness and relevance ofthe remuneration policy and ensures that all provisions regarding disclosure ofremuneration are fulfilled.
The Committee along with the Board reviews on an annual basisappropriate skills characteristics and experience required of the Executives for thebetter management of the Company.
In evaluating the suitability of individual Board members theCommittee takes into account many factors including general understanding of theCompany's business dynamics global business and social perspective educational andprofessional background and personal achievements.
The Company has a credible and transparent framework in determining andaccounting for the remuneration of the Managing Director / Whole Time Directors (MD/WTDs)Key Managerial Personnel(s) (KMPs) and Senior Management Personnel(s) (SMPs). Theirremuneration are governed by the external competitive environment track recordpotential individual performance and performance of the company as well as industrystandards.
PARTICULRS OF EMPLOYEES
There is no employee whose remuneration exceeds the prescribed limitand hence no disclosure is required DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under the Companies Act 2013 with respectto Directors' Responsibility Statement on the basis of the information made available tothe Directors it is hereby confirmed:
i) That in the preparation of the accounts for the financial year endedMarch 31 2018 the applicable accounting standards have been followed and that there areno material departures.
ii) That the selected accounting policies were applied consistently andthe Directors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company at the end of the financialperiod and of the profit or loss of the Company for the period under review;
iii) proper and sufficient care have been taken 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.
iv) the annual accounts have been prepared on a going concern basis;
v) the internal financial controls have been laid down and suchinternal financial controls are adequate and are operating effectively; and
vi) the Company has adequate internal systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.
INTERNAL CONTROL SYSTEM
The company has a proper and adequate system of internal controls toensure that all assets are safeguarded and protected against loss from unauthorized useor disposition and that transactions are authorized recorded and reported correctly.
The Internal Audit of the Company is conducted by an IndependentChartered Accountant Firm. The findings of the Internal Audit and the Action Taken Reporton the Internal Audit are placed before the Audit Committee which reviews the auditfindings steps taken and the adequacy of Internal Control System.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION
FOREIGNEXCHANGE EARNINGS AND OUTGOINGS
The Company is not engaged in any manufacturing activities thereforethere is no information to submit in respect of conservation of energy and technologyabsorption. The Company has no foreign exchange earning and outgoing during the year.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The company has not developed and implemented any Corporate SocialResponsibility initiative as the CSR provisions are not applicable to your company
MATERIAL CHANGES OCCURRED AFTER THE END OF FINANCIAL YEAR
The Reserve Bank of India (RBI) has cancelled registration of thecompany as Non Banking Financial Company and the Board decided not to continue NBFCbusiness.
RISK MANAGEMENT POLICY
The company does not have any Risk Management Policy as the elements ofrisk threatening the company's existence are minimal.
DISCLOSURE UNDER RULE 8 OF COMPANIES (ACCOUNTS) RULE 2014
The company does not have any subsidiary.
None of the directors retire at the ensuing Annual General Meeting.
STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION149(6):
The independent Director has submitted the declaration of independenceas required pursuant to Section 149(7) of the Companies Act 2013 stating that he meetthe criteria of independence as provided in Sub Section (6).
The Independent Director has confirmed and declared that they are notdis-qualified to act as an Independent Director in compliance with the provisions ofSection 149 of the Companies Act 2013 and the Board is also of the opinion that theIndependent Director fulfils all the conditions specified in the Companies Act 2013making him eligible to act as independent Director.
M/s M L Kansal & Co Chartered Accountants (FRN 312185E) wasappointed as the Statutory Auditors of the company for a period of 5 years at the AnnualGeneral Meeting held for the Financial Year 2016-17. Further in accordance with provisionsof the Companies Act 2013 appointment of M/s M L Kansal & Co as statutory auditorsof the company has to be ratified from the conclusion of this Annual General Meeting tillthe conclusion of next Annual General Meeting. Therefore approval for ratification ofappointment of statutory auditors is being sought from members of the company at theensuing Annual General Meeting.
The Statutory Auditors of the Company have submitted Auditors' Reporton the accounts of the Company for the accounting year ended 31st March 2018. The notes onfinancial statements referred to in the auditor's report are selfexplanatory and do notcall for any further comments. The auditor's report does not contain any qualificationreservation or adverse remark.
SECRETARIAL AUDIT REPORT
The Board of Directors of the Company has appointed Shri Manoj Shaw& Co. Practicing Company Secretary as "Secretarial Auditor" of the Companyto conduct Secretarial Audit for the financial year ended 31st March 2018 pursuant to theprovisions of Section 204 (1) of the Companies Act 2013 read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
A Secretarial Audit Report submitted by M/s Manoj Shaw & Co.(Company Secretaries) is annexed here with as Annexure A. The Secretarial Audit Report isself explanatory.
DISCLOSURES UNDER THE COMPANIES ACT 2013
i) EXTRACT OF ANNUAL RETURN U/S 92(3)
The details forming part of the extract of the Annual return in FormMGT-9 is enclosed in Annexure B
ii) NUMBER OF BOARD MEETINGS
The Board of Directors met 4 times in the financial year ended 31stMarch 2018. The details of the Board meeting and the attendance of the Directors areenclosed herewith as per annexure.
iii) RELATED PARTY TRANSACTIONS
All the related party transactions are entered on arm's length basisand are in compliance with the applicable provisions of the Act. There are no materiallysignificant related party transactions made by the Company with promoters directors orkey managerial personnel etc. which might have potential conflict with the interest of theCompany at large.
The details of the transactions with the related parties are providedin the Company's Financial Statement.
|Related Party ||Relationship ||Description of transaction || |
For the year ended March 31 2018 (v)
|S M Estate & Properties (P) Ltd ||Group Company ||Rent || |
iv) COMPOSITION OF AUDIT COMMITTEE
The Board has constituted the Audit Committee Nomination CommitteeStakeholder Relationship Committee comprising a Director and two Independent Director asthe members. All the recommendations made by the Committees were accepted by the Board.
v) VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013 a vigil mechanism for directors and employees to report genuineconcerns has been established.CFO is compliance officer for VIGIL MECHANISM.
vi) There were no material changes and commitments affecting thefinancial position of the Company occurring between 31st March 2018 and the date of thisReport.
vii) There is no change in the business of the Company.
viii) There were no significant and material orders passed byregulators or courts or tribunals impacting the going concern status and Company'soperation in future.
ix) DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION & REDRESSAL) ACT 2014
Company has stringent policy for prevention of sexual harassment ofwomen at workplace and management takes a zero tolerance approach towards those indulgingin any form of sexual misconduct.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.
The Directors wish to place on record their appreciation of thevaluable support given by our clients Bankers & shareholders.
|Place : Kolkata || |
For and on behalf of the Board
For and on behalf of the Board
|Dated : 2nd Day of August 2018 || |
Suman Agarwal (DIN : 06955583)
Vinay Kumar Agarwal (DIN: 00149999)