The Directors have pleasure in presenting the 22nd Annual Report of
the Company together with Audited Accounts for the year ended on 31st
1. FINANCIAL RESULTS:
March 31, March 31,
Particulars 2015 2014
Sales and Other
Income 17.08 1420
Profit before depreciation, taxation &
Exceptional items 3.87 4.52
Less: Depreciation (0.25) (0.05)
Items (7.87) 0.00
Less: Current Tax 0.00 (1.35)
Less: Deferred Tax 0.03 (0.03)
Less: Tax for earlier
year (002) 0.00
taxation (424) 3.09
Add: Balance brought forward
from previous year (24.22) (27.92)
Surplus available for appropriation (44.49) (24.22)
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)
2. FUTURE PERFORMANCE:
In the year under review, the Company has incurred Loss of Rs. 4.24
lakh Your | Directors are identifying prospective areas and will make
appropriate investments that \ will maximize the revenue of the company
in the current Financial Year.
In view of inadequate Profit, Your Directors do not recommend any
dividend for the year.
The observation made in the Auditors'' Report read together with
relevant notes thereon are self explanatory and hence, do not call for
any further comments under Section 134 of the 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 of the ensuing Annual General Meeting
(2015) till the Annual General Meeting (2017), subject to ratification
of their appointment at every AGM, during the term of their office.
They have confirmed their eligibility and willingness for appointment
as Statutory Auditors for the aforesaid period, as per Section 141 of
the Companies Act, 2013. The Board of Directors recommends their
appointment to the shareholders.
As required under section 204 (1) of the Companies Act, 2013 the
Company has obtained a 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 ! has appointed M/s. P. Doleswar Rao, a firm
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 annexed herewith as Annexure A to this report.
Director Mrs. Swapna Jain (DIN: 06995389) retire by rotation and, being
eligible, offer himself for re appointment.
6. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS
The Corporate Governance and Management Discussion & Analysis Report,
which form an integral part of this Report, are set out as separate
Annexures, together with I the Certificate from the auditors of the
Company regarding compliance with the requirements of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement.
7. LISTING AT BSE LTD.
Your Company has been listed into the stock exchange of BSE Limited
during the year.
Your Directors place on record the sense of appreciation for the
valuable contribution made by the staff members of the company and hope
that their continued support will help in achieving the goals of the
Company. No employee of the company is in receipt of remuneration in
excess of the limit prescribed under section 217(2A) of the Companies
9. STATUTORY INFORMATION:
Particulars required to be furnished by the companies (Disclosure of
particulars in the Report of the Board of Directors) Rules, 1988:
1. CONSERVATION OF ENERGY : Nil
2. TECHNOLOGY ABSORPTION & ADOPTION : Nil
3. FOREIGN EXCHANGE EARNING & OUTGO : Nil
10. RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013, the directors
would like to state that :
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed.
ii) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 or
loss of the Company for the year under review.
iii) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets 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 the company and that such internal financial controls
are adequate and were operating effectively.
vi) The directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such system were
adequate and operating effectively.
11. SHARE CAPITAL:
The paid up equity capital as on March 31, 2015 was Rs. 7980 Lakh. The
company has not issued shares with differential voting rights nor
granted stock options nor sweat equity.
The Cash and cash equivalents as at March 31, 2015 was Rs. 30.06 lakhs.
The company continues to focus on judicious management of its working
capital, Receivables and other working capital parameters were kept
under strict check through continuous monitoring.
13. FIXED DEPOSITS:
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies 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 and complexity of its operations. The scope and authority of the
Internal Audit function is defined in the Internal Audit Manual. To
maintain its objectivity and independence, the Internal Audit 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 of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations
of the Company.
Based on the report of internal audit function, process owners
undertake corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to
the Audit Committee of the Board
15. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an evaluation of its
own performance, the directors individually 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 been explained
in the Corporate Governance Report.
16. REMUNERATION POLICY:
The Board has, on the recommendation of the Appointment & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the year Nine Board Meetings and the details of which
are given in the Corporate Governance Report. The intervening gap
between the Meetings was within the period prescribed under the
Companies Act 2013.
18. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were on arm''s length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the company at large.
19. SUBSIDIARY COMPANIES:
The Company does not have any subsidiary, hence the compliance of
provisions of section 212 of the Companies Act, 1956 are not
20. CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day business operations of the company. The Code has been
posted on the Company''s website.
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees
in their business and in particular on matters relating to integrity in
the work place, in business practices and in dealing with stakeholders.
The Code gives guidance through examples on the expected behavior from
an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have
confirmed compliance with 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 with instance of fraud and mismanagement if any.
In staying true to our values of Strength, Performance and Passion and
in line with our vision of being one of the most respected companies in
India, the Company is committed to the high standards of Corporate
Governance and stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with
instances of fraud and mismanagement if any. The FRM Policy ensures
that strict confidentiality is maintained whilst dealing with concerns
and also that no discrimination will be meted out to any person for a
genuinely raised concern.
A high level Committee has been constituted which looks into the
complaints raised. The Committee reports to the Audit Committee and
22. PREVENTION OF INSIDER TRADING:
j The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company''s shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation
of the Code.
All Board Directors and the designated employees have confirmed
compliance with the Code
J23. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as Annexure B.
The Board wishes to place on record their gratitude for the
co-operation and assistance received from all those who contributed by
some means or other for the performance of the company and expect the
same in the future.
For and on behalf of the Board
Basant Kumar Sharma Subhash Chandra Dadhich
Managing Director Director
Place : Kolkata
Date :25th Day of May, 2015