The Directors'' are pleased to present the Thirtieth Annual Report and
the Company''s audited financial statement for the financial year ended
31st March, 2015.
The Financial Results of the company are summarized below:
PARTICULARS Year ended Year ended
Total Income 5925.50 2574.91
Total Expenditure 5647.15 2442.60
Profit before Taxation 278.35 132.31
Tax Expense 94.54 37.31
Profit for the Period 178.60 83.53
Brought forward from previous year (382.89) (466.41)
Surplus Carried to Balance Sheet (204.29) (382.89)
RESULTS OF OPERATION AND THE STATE OF COMPANY''S AFFAIRS
The company''s Total Income has increased from Rs. 2574.91 Lakhs to Rs.
5925.50 Lakhs. Its Profit after Tax has also increased from Rs 83.53
Lakhs to Rs 178.60 Lakhs.
There have been no material changes and commitments, affecting the
financial position of the company which have occurred between the end
of the financial year of the company to which the financial year relate
and the date of this report.
With a view to conserve the resources and to infuse the same in the
Business for future needs & strengthening the financial position of the
company, the Directors regret their inability to propose any Dividend
for the year under review.
TRANSFER OF RESERVES
Your Company has not made any transfer in reserves & an amount of (Rs.
204.29) Lakhs is retained in the Profit & Loss Account.
MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT
Management''s Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange, is presented in a separate section forming part of this
Annual Report as an Annexure 1.
Your company have not raised any money by issuing Equity Share of the
Company during the Financial Year 2014-2015.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
No significant or material orders were passed by the
Regulators/Courts/Tribunals which impact the Going Concern status and
Company''s operation in future.
RELATED PARTY TRANSACTION
During the Financial Year 2014-2015 your Company''s transaction with the
Related Parties as defined under the Companies Act, 2013, rules framed
there under and revised clause 49 of the Listing Agreement with the
Stock Exchange, were in the ''Ordinary course of business'' and ''at arm''s
length'' basis. Your Company did not have any Related Party Transaction
which requires prior approval of the shareholders. Necessary
disclosures required under the Accounting Standard (AS-18) have been
made in the Notes to Financial Statements.
The objective of risk management is to balance the trade off between
risk and return and ensure optimum risk adjusted return on capital. The
Risk Management Policies related to Procurement, Debtors, Financing and
Investments are in place and properly documented and reviewed
continuously. The processes have been laid down to oversee the
implementation of the policies and continuous monitoring of the same.
Our Board level Committees viz. Audit Committee oversee risk management
policies and procedures. It reviews the credit and operational risks,
reviews policies in relation to investment strategy and other risks
like interest rate risk, compliance risk and liquidity risk.
DIRECTORS'' RESPONSIBILITY STATEMENT
Accordingly, pursuant to the requirements under Section 134(3) (c) and
134 (5) of the Companies Act, 2013, with respect to the Directors''
Responsibility Statement, it is hereby confirmed:
i. In the preparation of the annual accounts for the financial year
ended 31st March, 2015, the applicable accounting standards had been
followed and no material departures have been made from the same;
ii. 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 affairs of
the Company at the end of the financial year and of the profit of the
Company for the year under review;
iii. Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
iv. Directors have prepared the annual accounts for the financial year
ended 31st March, 2015, on a ''going concern'' basis;
v. Directors have laid down internal financial controls which has been
followed by the company and that such internal financial controls are
adequate and were operating effectively;
vi. Directors have devised proper system to ensure compliance with the
provision of all applicable laws and that such systems were adequate
and operating effectively;
REPORT ON CORPORATE GOVERNANCE
Your company is committed to maintain the highest standard of Corporate
Governance. Your company has complied with the Corporate Governance
requirements as per Clause 49 of the Listing Agreement with the Stock
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report as an Annexure 2.
The Company''s internal audit system are geared towards ensuring adequate
internal controls commensurate with the size and needs of the business,
with the objective of efficient conduct of operation through adherence
to the company''s policies, identifying areas of improvement, evaluating
the reliability of Financial Statements, ensuring compliances with
applicable laws and regulations and safeguarding of assets from
Details of internal controls system are given in Management Discussion
and Analysis Report, which forms part of the Director''s Report.
DETAILS OF SUBSIDIARIES, ASSOCIATES COMPANY
Your Company doesn''t have any Subsidiary Company or Associate Company.
BOARD AND COMMITTEE MEETING
A calendar of Board and Committee Meetings to be held during the year
was circulated in advance to the Directors. Ten Board Meetings and One
Annual General Meeting were convened and held during the year.
There are 3 Board Committees as on 31st March 2015 viz. Audit
Committee, Nomination and Remuneration Committee, and Stakeholders''
Our Audit Committee with Mr. Babalu Prasad Keshari, Mr. Deepak
Kunjbihari Dave, Mr. Dipan Patel Jesingbhai as members. There have not
been any instances during the year when recommendation of the Audit
Committee was not accepted by the Board.
Details of the composition of the Board and its Committees and of the
Meetings held and attendance of the Directors at such Meetings, are
provided in the Corporate Governance Report. The intervening gap
between the Meetings was within the period prescribed under the Act and
the Listing Agreement.
PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
The company has zero tolerance for sexual harassment at workplace and
has adopted a policy on prevention, prohibition an redressal of Sexual
Harassment at the workplace, in line with the provisions of the Sexual
Harassment of Woman at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules there under, the Policy aims to
provide protection to employees at the workplace and prevent and
redress complaints of sexual harassment and for matters connected or
incidental thereto, with the objective of providing a safe working
environment, where employees feel secure.
The company has not received any complaint of sexual harassment during
the Financial Year 2014-2015
DIRECTOR AND KEY MANAGERIAL PERSONNEL
During the year, Mr. Asamanja Deb & Mr. Kailashchand Gupta ceased to be
the Director of the company and Mr. Probir Kumar & Ms. Vanita Mansukh
Parmar has been appointed during the year. Ms. Anchal Gupta has
resigned & in her place Ms. Vidisha Gehani was appointed as a Company
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under the Companies Act, 2013 and
Clause 49 of the Listing Agreement with the Stock Exchanges.
The Company has devised a Policy for performance evaluation of
Independent Directors, Board, Committees and other individual Directors
which include criteria for performance evaluation of the non-executive
directors and executive directors.
The following policies of the Company are attached herewith marked as
Nomination & Remuneration Policy for Directors, Key Managerial
Personnel and other employees.
AUDITORS AND AUDITOR''S REPORT
Mr Anil Agrawal, Chartered Accountants, (Membership No.-079054)
Statutory Auditors of the Company, hold office till the conclusion of
the ensuing Annual General Meeting and are eligible for re-appointment.
They have confirmed their eligibility to the effect that their
re-appointment, if made, would be within the prescribed limits under
the Act and that they are not disqualified for re-appointment.
The Notes on financial statement referred to in the Auditors'' Report
are self-explanatory and do not call for any further comments. The
Auditors'' Report does not contain any qualification, reservation or
The Board of Director has appointed M/s Amit Jain & Associates,
Practicing Company Secretary, to conduct Secretarial Audit for the
financial year 2014-15. The Secretarial Audit Report for the financial
year ended 31st March, 2015 is annexed herewith marked as Annexure 4 to
In terms of provision of Section 138 of the Act, M/s R N A &
Associates, Chartered Accountant, (Firm Registration No.-136734W,
Membership No-148529) were appointed as Internal Auditor for the
Financial Year 2014-2015. The Audit Committee in consultation with the
Internal Auditor formulates the scope, functioning, periodicity and
methodology for conducting the Internal Audit.
During the financial year 2014-15, your Company has not accepted any
deposit within the applicable sections of the Companies Act, 2013.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism and adopted Whistle
Blower Policy in compliance with the provisions of Section 1 77 of
Companies Act, 2013 and Clause 49 of the Listing Agreement. The Vigil
Mechanism of the Company, which also i ncorporates a whistle blower
policy in terms of the Listing Agreement, includes an Ethics &
Compliance Task Force comprising senior management of the Company.
Protected disclosures can be made by a whistle blower through an
e-mail, or a letter to the Task Force or to the Chairman of the Audit
The policy on Vigil Mechanism/Whistle Blower Policy may be accessed on
the website of the company.
NOMINATION AND REMUNERATION POLICY
The Board has Nomination and Remuneration Policy recommended by
Nomination and Remuneration Committee in terms of provisions of Section
178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
a) Particulars of Conservation of Energy, and Technology Absorption
The particulars relating to conservation of energy and technology
absorption are not applicable to the company. However, efforts are
being made to conserve and optimize the use of energy, wherever
b) Foreign Exchange Earnings and Outgo
During the year under review, your company has neither earned nor spent
any foreign exchange.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return in form MGT. 9 of the Company is annexed
herewith as Annexure 5 to this Report.
PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES
There was no employee during the financial year 2014-2015 in respect of
whom information is required to be given pursuant to the provisions of
Section 197(12) of the Act read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
EMPLOYEE STOCK OPTION SCHEME (ESOS)
The company has not issued/allotted any shares, during the year under
review, pursuant to the provisions of Securities and Exchange Board of
India (Share Based Employee Benefits) Regulations, 2014, erstwhile
Securities and Exchange Board of India (Employees Stock Option Scheme
and Employee Stock Purchase Scheme) Guidelines, 1999 and as per Section
62(1) (b) of the Companies Act, 2013 read with Rule 12(9) of the
Companies (Share Capital and Debentures) Rules, 2014.
CORPORATE SOCIAL RESPOSIBILITY
The provisions of Section 135 of the Companies Act, 2013 is not
applicable to the Company.
Your Director''s wants to disclose that Income Tax Department has done a
survey dated 16th May, 2015 at the registered office of the company.
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the financial institutions,
banks, Government authorities, customers, vendors and members during
the year under review. Your Directors also wish to place on record
their deep sense of appreciation for the committed services by the
Company''s executives, staff and workers.
For and on behalf of the Board of Directors
Place: Mumbai Babalu Prasad Keshan
Date: 30th May 2015 Managing Director