Your Directors have pleasure in presenting the 29th Annual Report together with theAudited Statement of Accounts for the year ended on 31st March 2019.
|FINANCIAL RESULTS ||Year Ended 31-03-2019 ||Year Ended 31-03-2018 |
| ||(in Lacs) ||(in lacs) |
|Total Operating Income ||82.46 ||220.42 |
|Profit/(Loss) from Operations before || || |
|Interest & Exceptional Items ||9.19 ||32.46 |
|Interest ||7.36 ||12.21 |
|Profit/(Loss) from Ordinary Activities before Tax ||1.83 ||20.25 |
|Tax Expenses ||- ||4.20 |
|Profit/(Loss) from Ordinary Activities after Tax ||1.83 ||16.05 |
|Exceptional Items ||0.53 ||0.75 |
|Net Profit/(Loss) during the period ||2.36 ||16.80 |
In view of carried forward losses your directors are unable to declare dividend forthe year under consideration.
During the year your company actively participated in Capital Market and reapedbenefits of booming Capital Markets. However the company has exited from inter-corporateloan portfolio due to risks aversion posed in the current lending markets. The ReserveBank of India (RBI) has cancelled registration of the company as Non Banking FinancialCompany and the Board decided not to continue NBFC business. The company has identifiedopportunities in food and beverage business and started with trading of pulses. Thecompany is actively indulging into snacking business.
COMPLIANCE WITH REGULATIONS
The Company has complied with various regulations formulated from time to time by theauthorities.
The Equity Shares of the Company are listed at Bombay Stock Exchange (BSE) CalcuttaStock Exchange (CSE). Listing fees for 2019-20 for all the Stock Exchanges have been paid.
DELISTING OF EQUITY SHARES FROM CALCUTTA STOCK EXCHANGE (CSE)
Process of delisting of Equity Shares of the company from CSE is on and the companyhopes 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/- (RupeesSix Crores Only) divided into 6000000 Equity Shares of Rs. 10/- each. Paid up Capital ofthe company is Rs. 22076000/- (Rupees Two Crores Twenty Lacs Seventy-six ThousandsOnly) divided into 2207600 fully paid up Equity Shares of Rs. 10/- each.
Since the paid up capital of the Company is less than 1000 lacs presentation ofCorporate Governance Report is not required for the Company.
The Company has not accepted any public deposit during the year under review.
KEY MANAGERIAL PERSONNEL
The Company has appointed Ms Nidhi Jasrasaria as Company Secretary & ComplianceOfficer of the company w.e.f 01/10/2018.
In compliance with the Companies Act 2013 the performance evaluation of the Board andthat of its committees and individual directors was carried out during the year underreview.
COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION INCLUDING POLICY- SECTION178(1) AND 178(3)
The remuneration policy of the Company is directed towards rewarding performance basedon review of achievements on a periodical basis. The remuneration policy is in consonancewith the existing Industry practice.
The nomination & remuneration committee is responsible for formulating frameworkand policy for remuneration terms of employment and criteria for determiningqualifications positive attributes and independence of a director and recommend to theBoard a policy relating to the remuneration for the Executives.
The Committee also reviews the ongoing appropriateness and relevance of theremuneration policy and ensures that all provisions regarding disclosure of remunerationare fulfilled.
The Committee along with the Board reviews on an annual basis appropriate skillscharacteristics and experience required of the Executives for the better management of theCompany.
In evaluating the suitability of individual Board members the Committee takes intoaccount many factors including general understanding of the Company's business dynamicsglobal business and social perspective educational and professional background andpersonal achievements.
The Company has a credible and transparent framework in determining and accounting forthe remuneration of the Managing Director / Whole Time Directors (MD/WTDs) Key ManagerialPersonnel(s) (KMPs) and Senior Management Personnel(s) (SMPs). Their remuneration aregoverned by the external competitive environment track record potential individualperformance and performance of the company as well as industry standards.
PARTICULRS OF EMPLOYEES
There is no employee whose remuneration exceeds the prescribed limit and hence nodisclosure is required
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under the Companies Act 2013 with respect to Directors'Responsibility Statement on the basis of the information made available to the Directorsit is hereby confirmed:
i) That in the preparation of the accounts for the financial year ended March 31 2019the applicable accounting standards have been followed and that there are no materialdepartures.
ii) That the selected accounting policies were applied consistently and the Directorsmade 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 the financial period and of theprofit or loss of the Company for the period under review;
iii) proper and sufficient care have been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
iv) the annual accounts have been prepared on a going concern basis;
v) the internal financial controls have been laid down and such internal financialcontrols are adequate and are operating effectively; and
vi) the Company has adequate internal systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
INTERNAL CONTROL SYSTEM
The company has a proper and adequate system of internal controls to ensure that allassets are safeguarded and protected against loss from unauthorized use or dispositionand that transactions are authorized recorded and reported correctly.
The Internal Audit of the Company is conducted by an Independent Chartered AccountantFirm. The findings of the Internal Audit and the Action Taken Report on the Internal Auditare placed before the Audit Committee which reviews the audit findings steps taken andthe adequacy of Internal Control System.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGOINGS
The Company is not engaged in any manufacturing activities therefore there is noinformation to submit in respect of conservation of energy and technology absorption. TheCompany has no foreign exchange earning and outgoing during the year.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The company has not developed and implemented any Corporate Social Responsibilityinitiative 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 the company as NonBanking Financial Company and the Board decided not to continue NBFC business.
RISK MANAGEMENT POLICY
The company does not have any Risk Management Policy as the elements of riskthreatening the company's existence are minimal.
DISCLOSURE UNDER RULE 8 OF COMPANIES (ACCOUNTS) RULE 2014
The company does not have any subsidiary.
Mrs Suman Agarwal retires at the ensuing Annual General Meeting and being eligiblerecommended for re-appointment.
STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6):
The independent Director has submitted the declaration of independence as requiredpursuant to Section 149(7) of the Companies Act 2013 stating that he meet the criteriaof independence as provided in Sub Section (6).
The Independent Director has confirmed and declared that they are not dis-qualified toact as an Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013 and the Board is also of the opinion that the Independent Directorfulfils all the conditions specified in the Companies Act 2013 making him eligible to actas independent Director.
M/s M L Kansal & Co Chartered Accountants (FRN 312185E) was appointed as theStatutory Auditors of the company for a period of 5 years at the Annual General Meetingheld for the Financial Year 2016-17. However due to professional preoccupations heexpressed his un-ability to continue as statutory auditors and expressed their desire toresign at the ensuing Annual General Meeting. The Company has received consent from M/s. JGupta & Co. LLP Chartered Accountants (FRN 314010E) to be appointed as statutoryauditors of the Company from this Annual General Meeting until the conclusion of 31stAnnual General Meeting. The board recommends their appointment to the office of StatutoryAuditors for a period of two years upto conclusion of 31st Annual GeneralMeeting of the company.
The Statutory Auditors of the Company have submitted Auditors' Report on the accountsof the Company for the accounting year ended 31st March 2019. 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 Company to conductSecretarial Audit for the financial year ended 31st March 2019 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 is self 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 Form MGT-9 is enclosedin Annexure B
ii) NUMBER OF BOARD MEETINGS
The Board of Directors met 6 times in the financial year ended 31st March 2019. Thedetails of the Board meeting and the attendance of the Directors are enclosed herewith asper annexure.
iii) RELATED PARTY TRANSACTIONS
All the related party transactions are entered on arm's length basis and are incompliance with the applicable provisions of the Act. There are no materially significantrelated party transactions made by the Company with promoters directors or key managerialpersonnel etc. which might have potential conflict with the interest of the Company atlarge.
The details of the transactions with the related parties are provided in the Company'sFinancial Statement.
|Related Party ||Relationship ||Description of transaction ||For the year ended March 31 2019 (?) |
|Vedanta Strategic Consultancy Services (P) Ltd ||Group Company ||Professional Fees ||108000/- |
|Vinay Kumar Agarwal ||Managing Director ||Salary ||750000/- |
iv) COMPOSITION OF AUDIT COMMITTEE
The Board has constituted the Audit Committee Nomination Committee StakeholderRelationship Committee comprising a Director and two Independent Director as the 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 the Companies Act 2013a vigil mechanism for directors and employees to report genuine concerns has beenestablished.CFO is compliance officer for VIGIL MECHANISM.
vi) There were no material changes and commitments affecting the financial position ofthe Company occurring between 31st March 2019 and the date of this Report.
vii) The company has discontinued NBFC business and focusing on Food and beveragebusiness.
viii) There were no significant and material orders passed by regulators or courts ortribunals impacting the going concern status and Company's operation in future exceptcancellation of certificate of registration by Reserve Bank of Indio (RBI) as alreadydisclosed in the foregoing paragraphs.
ix) DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2014
Company has stringent policy for prevention of sexual harassment of women at workplaceand management takes a zero tolerance approach towards those indulging in any form ofsexual misconduct.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
The Directors wish to place on record their appreciation of the valuable support givenby our clients Bankers & shareholders.
|Place : Kolkata ||For and on behalf of the Board ||For and on behalf of the Board |
|Dated : 23rd Day of May 2019 ||Suman Agarwal ||Vinay Kumar Agarwal |
| ||(DIN : 06955583) ||(DIN: 00149999) |
| || || |