DIRECTORS REPORT TO, The Members. 1. Your Directors have pleasure in presenting their 33rd Annual Report on the business and operations of the Company and the Audited accounts for the Financial Financial Results Year ended March 31,2015. 2. Dividend Your directors has not recommended any dividend for the financial year ended 31" March 2015. 3. Brief description of the Company's working during the year/State of Company's affair The profit has increased by 44.23% from the last financial year because sales has increased by 21%. Our Mumbai branch has started trading in iron & steel during this financial Year. 4. Material changes and commitments, If any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report No material changes occurred during the period of event occurring after-the balance sheet date. 5. Details of significant and material orders passed by the regulators or courts or tribunal impacting the going concern status and company's operations In future The promoters group of our company received a show cause notice from SEBI for violation of SAST Regulation! 997 and after the hearing SEBI have passed an order for giving open offer and we are in the process of giving the open offer. 6 Details in respect of adequacy of internal financial controls with reference to the Financial Statements. Your directors are pleased to Inform you that the company's internal financial controls are suitably designed to provide reasonable assurance that the company's financial statements are reliable and prepared in accordance with the provisions of law 7. DEPOSITS The company has never accepted any deposits and as such absolves itself of any compliance in this behalf. 8 Auditors At the 32th annual general meeting held on 21st August 2014, the members approved Reappointment of M/s Salarpuria and Partners, Chartered Accountants of 7. Chittaranjan Avenue, Kolkata-72. the statutory Auditors of the company Registration No 302113E) to hold office from the conclusion of the 32th Annual general meeting until the conclusion of the 38th Annual general meeting,(subject to ratification of the appointment by the members, at every Annual general meeting held after the 32*° Annual general meeting) on such remunerate*! as may be fixed by the Board, apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of Audit In accordance with section 139 of the Act. Members are requested to ratify the appointment of the Auditors for the balance term to hold office from conclusion of the 33rd Annual general Meeting till the conclusion of the 38* Annual general meeting and M/s M B. Agarwal & Co Chartered Accountants of 204, Mhatre pen building senapati Bapat Marg, Mumbai-28 branch auditors, M/s. Kataruka & Co Chartered Accountants of P-44, Rabmdra Sarani, Kolkata-700001, internal Auditors of the company retire and are eligible and agreeable for reappointment 10 Conservation of energy, technology absorption and foreign exchange earnings and outgo Your company has no activity relating to conservation of energy and Technology absorption The company does not have any foreign exchange earnings but company has foreign exchange outgo through import of chemicals. 11. Directors: A) Changes in Directors and Key Managerial Personnel Our one director Mr. Rajendra Prasad Jhanwar resigned from the office due to personal reasonos are appointment of one lady independent director Mrs. Arati Trivedi was made. B) Declaration by an Independent Director(s) and re- appointment, If any Our independent director Mrs Arab Trivedi declared that she was fulfilling the criteria of section 149(6) of the companies Act 2013. Mr. Amar chand Agarwal Director of the company retires by rotation and is eligible to offer himself for reappointment C) Formal Annual Evaluation Time to time board of directors evaluate their own performance through comparison with each other and take decisions of evaluation on annual basis 12. Number of meetings of the Board of Directors The board of directors of the company met eight times during the financial year ended on 31 -03-2015 13. Audit Committee Audit Committee : The members of the Committee met adequate number of times during the relevant period (1 st April 2014-31st March 2015). The terms of reference of the Audit Committee : The role and terms of reference of the Audit Committee covers areas mentioned under Clause-49 of the Listing Agreement, besides other terms as may be referred by the Board of Directors. The Terms of reference includes : • Review of the Company's financial reporting systems, and its financial statements. • Review of accounting and financial policies and practices • Review of the internal control and internal audit systems. • Review of risk management policies and practices. •Compliance with accounting standards, stock exchange and other legal requirement. • Related party transactions that may have potential conflict with the interest of the Company. •And generally, all items, listed m Clause-49 IID of the listing agreement 14. Nomination and Remuneration Committee. Nomination and remuneration committee takes the decision i.e. by mutual consent, discussion . interview, awareness program etc 15. Particulars of contracts or arrangements with related parties: * Related party transactions details mentioned in audited balance sheet and properly authorized by the board of the company. 16. Managerial Remuneration: The Company paid Rs. 80000 p.m. and perquisites to Mr. Prakash Himatsingka and Rs. 15000 p m to Mr Ashok Jhanwar and prescribed sitting fees to the Directors. Pecuniary relationship or transaction between Non-Executive Directors and Company: The Company did not have any pecuniary relationship with any of the Non-Executive Directors and also did not enter into any transaction with Non-Executive Directors. 17. Secretarial Audit Report (Applicable to Listed Company and every public company having a paid-up share capital of fifty crore rupees or more or every public company having a turnover of two hundred fifty crore rupees or more) 19. ENVIRONMFNT AND SAFETY The company is conscious of clean environment and safe operations. It ensures safety of all concernced compliance with environmental regulations and preservation of natural resources.- As required by the sexual Harassment of women at workplace (Prevention, prohibition & Redressand Act 2013, the company has an internal policy on prevention of sexual harassment at workplace with mechanism of lodging complaints. During the year under review, no complaints were reported to the board. 20. Directors' Responsibility Statement The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that— (a) in the preparation of the annual accounts, the applicable accounting standards had been followingalong with proper explanation relating to material departures; (b) 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 the of state of affairs of the company at the end of the financial year and of the profit and loss the of company for that period; (c) the directors have taken proper and sufficient care for the maintenance of adequate according 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; (d) the directors have prepared the annual accounts on a going concern basis; and (e) 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. (f) the directors have devised proper systems to ensure compliance with the provisions of all application laws and that such systems were adequate and operating effectively. 20. Acknowledgements We acknowledge the contribution of all staff members without whose help, cooperation and hard work the Company would not have been able to achieve the results. For and on behalf of the Board of Directors Prakash Himatsingka Place: Kolkata Dated -30th May 2015 |