DIRECTORS' REPORT Your Directors take pleasure in presenting the Twenty First Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2015. 2. OPERATIONS & THE STATE OF COMPANY'S AFFAIRS The revenue from operations for the financial year is 2014-15 at Rs.11,59,24,236/- as compared to previous year's revenue from operations of Rs.1,54,80,441/-. Your Company made a profit of Rs.1,10,05,439/- as compared to last year's profit of Rs.1,58,103/-. Your Company has been mainly into investment activities .The Company is looking for various possibilities for the growth of the said business. 3. CHANGE IN SHARE CAPITAL During the year under review, the Company has not issued any equity shares with differential rights/ sweat equity shares/ employees stock options scheme/ bonus shares. The Board of Directors of the company had decided not to implement the ordinary resolution passed at the last AGM held on 29th September, 2014 for increase in authorised share capital from Rs.18 crores to Rs.74 crores. Accordingly, the Authorised capital at Note-1 of the Balance Sheet remains at Rs.18 crores. 4. DIVIDEND In order to plough back the profits for future requirements of the company, no dividend is being declared for the year under review 5. TRANSFER TO RESERVES The Company proposed to transfer Rs.22,01,088/- to Special Reserve created under Section 45-IC of the RBI Act, 1934. The Company proposed to retain Rs.1,25,27,187/- in the profit and loss account. 6. MATERIAL CHANGES AND COMMITEMENTS There were no material changes and commitments, affecting the Financial position of the company, which have occurred between the end of Financial Year of the Company to which the Financial Statements relate and the date of this report. 7. INTERNAL CONTROL SYSTEM & THEIR ADEQUACY The Company has an internal control system, commensurate with the size, scale & complexities of its operations. Internal Control measures and systems are established to ensure the correctness of the transactions and safe guarding of the assets. The Management ensures adherence to all internal control policies and procedures as well as compliance with regulatory guidelines. The audit committee of the Board of Directors reviews the adequacy of internal controls. This has improved the management of the affairs of the Company and strengthened transparency and accountability. 8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES The Company does not have any Subsidiary, Joint venture or Associate Company. 9. DEPOSITS The Company has not accepted any deposits from the public and/or others during the year under review. 10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO. The provision of Section 134(3) (m) of the Companies Act, 2013, and the rules made there under relating to conservation of energy, technology absorption do not apply to the Company as it's activities are not relevant for the same. There was no foreign exchange earnings and outgo during the year under review. 11. PARTICULARS OF EMPLOYEES & KMP The following are the Key Managerial Personnel of the Company as per the provisions of the Companies Act, 2013: i) Aditya Doshi - Whole-Time Director & Chief Executive Officer ii) Sarika Kedia - Company Secretary Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as ANNEXURE I. 12. PREVENTION OF INSIDER TRADING The Company has adopted 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. 13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES During the year the Company has not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. 14. EXTRACT OF ANNUAL RETURN The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014, an extract of annual return in MGT -9 as a part of this Report as 15. NUMBER OF BOARD MEETINGS The Board of Directors duly met 8 times during the Financial Year from 1st April 2014 to 31st March 2015, details of which has been mentioned in the Corporate Governance Report. 16. DIRECTORS AND KEY MANAGERIAL PERSONNEL In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Beda Nand Choudhary (DIN-00080175), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Ms. Pritha Sinha (DIN- 07016238) was appointed as an Additional Director w.e.f. November 14, 2014. Pursuant to Section 161 of the Companies Act, 2013 she holds office up to the date of the ensuing AGM. Your Directors recommend the appointment of Ms. Pritha Sinha as a director liable to retire by rotation. The term of Mr. Aditya Doshi (DIN- 05187477), Whole-time Director & Chief Executive Officer of the Company expired on 31st July, 2015. The Board has extended his term for a period of 5 years subject to members' approval and such other approvals as may be required. Details of the proposal of reappointment are mentioned in the Explanatory Statement under section 102 of the Companies Act, 2013 as set out with the notice of the 21st Annual General Meeting of the Company. During the year, Ms. Pritha Sinha has resigned from the post of Company Secretary & Compliance Officer w.e.f. June 24, 2014 and Subsequently Mr. Vivek Jaiswal was appointed as the Company Secretary & Compliance Officer w.e.f. June 25, 2014. However, Mr. Vivek Jaiswal has resigned from the post of Company Secretary & Compliance Officer w.e.f. November 14, 2014 and in his place Ms. Sarika Kedia has been appointed as the Company Secretary & Compliance Officer. 17. DECLARATION OF INDEPENDENT DIRECTORS All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules and Clause 49 of the Listing Agreement. 18. ANNUAL EVALUATION BY THE BOARD The evaluation framework for assessing the performance of Directors comprises of the following key areas: i. Attendance of Board Meetings and Board Committee Meetings ii. Quality of contribution to Board deliberations iii. Strategic perspectives or inputs regarding future growth of Company and its performance The evaluation will involve self evaluation by the Board member and subsequently assessed by the Board based on the above criteria. A member of the Board will not participate in the discussion of his / her evaluation. 19. VIGIL MECHANISM In pursuant to Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concern has been established. 20. CORPORATE GOVERNANCE The Circular No. CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014, pertaining to Corporate Governance Report is not applicable to our Company. Nevertheless, the Company has been complying with the provisions on voluntary basis. As your Company is committed to good Corporate Governance practices, a separate Section on Corporate Governance, as per relevant clauses of the Listing Agreement, is included and the certificate from the Auditors of the Company regarding the compliances of the conditions of the Corporate Governance is given in Annexure-III attached to and forming part of the Corporate Governance Report. 21. DIRECTORS' RESPONSIBILITY STATEMENT In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:— (a) that in the preparation of the Annual Accounts for the year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) that the 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 as at 31st March, 2015 and of the profit for the year ended as on that date; (c) that the 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 irregularities; (d) that the Directors have prepared the Annual Accounts on a going concern basis; (e) that the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and (f) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 22. AUDITORS AND AUDITORS REPORT Statutory Auditors M/s. Bhandari B. C. & Co.(Firm Reg. No. 311082E), Chartered Accountants, the Statutory Auditors of the Company are retiring at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. As required under the provisions of Section 141(3)(g) of the Companies Act, 2013, the Company has received written confirmation from them, that their re-appointment as Auditors, if made, would be in conformity with the limits prescribed in the said section and that they are not disqualified from being appointed as the Auditors of the Company within the meaning of Section 141 of the said Act. The notes on Financial Statements referred to in the Auditors' Report are self-explanatory and hence do not require any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark. Secretarial Auditors The Board has appointed Mr. Jagannath Kar (Membership No. 20600), Practicing Company Secretary, to carry out the Secretarial Audit pursuant to the provision of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the Financial Year 2014-2015. The Secretarial Audit Report for the Financial Year ended March 31, 2015 is annexed herewith and marked as Annexure IV to this report. Observation on Secretarial Auditor's Report Secretarial Auditor's observations, if any, in his report, have been suitably explained by way of appropriate notes to accounts and/or in the Board's Report wherever it was considered necessary. 23. STATUTORY DISCLOSURES None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Companies Act, 2013. The Directors have made the necessary disclosures as required by the various provisions of the Act and clause 49 of the Listing Agreement. 24. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION ANDREDRESSAL) ACT, 2013 There has been no cases lodged under Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. 25. CORPORATE SOCIAL RESPONSIBILITY Considering the turnover/ net worth/ net profit, the provision of Section 135 of the Companies Act, 2013, relating to Corporate Social Responsibility are not applicable to the company. 26. RISK MANAGEMENT POLICY The Company is exposed to several risks. They can be categorized as operational risk and strategic risks. The Management has put in place adequate and effective system and man power for the purpose of Risk Management. The company has taken several mitigating actions, applied many strategies and introduced control and reporting systems to reduce and mitigate the risks. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non- business risks. 27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the stock exchanges, is presented in a separate section forming part of the Annual Report. 28. ACKNOWLEDGEMENT Your Directors would like to place on record their sincere appreciation for the continued support received by the Company from the shareholders, employees and bankers during the year under report. For & on behalf of the Board Aditya Doshi Whole-time Director & CEO Ram Kumar Dalmia Director Nand Choudhary Director Atul Kaushik Director Place : Kolkata Date : 24th August, 2015 Registered Office:Raj Kamal Building, 1st Floor 128, Rash Behari Avenue, Kolkata – 700029 Beda |