DIRECTORS REPORT TO THE MEMBERS Your directors have pleasure in presenting their 34th annual report together with the audited account of the company for the year ended march 31,2015. Operational review Gross revenues decreased to Rs.2,24,03,033.00 against Rs 8,87,63,181.00in the previous year . profit before depreciation and taxation was 17,52,175.00 against 7,84,528.00 in the previous year. After providing for depreciation and taxation respectively the net profit of the company for the year under review was place at 8,29,893.00 as against 5,31,047.00 in the previous year . Dividend No dividend is being recommended by the directors for the current financial year in view of cash requirement for establishing the company in its formatives year and growth plan. Share capital The paid up equity capital as on march 31,2015 was 572.175 lakhs . the company has not issurd shares with differential voting right nor granted stock options not sweat equity during the year. Financial Cash and cash equivalents as at march 31,2015 was Rs. 13.13176 lakhs. The company continues to focus on judicious management of its working capital receivables ,inventories and other working capital parameters were kept under strick check through continuous monitoring Statutory information The information pertaining to conservation of energy technology absorption foreign exchange earning and outgo as required under section 134 3 m of the companies act 2013 read with ruls 8 3 of the companies accounts rules 2014 are not applicable to the company The company has not carried out any R&D activates 1.conservation of energy :nil 2.technology absorption &adoption : nil 3.foreign exchange earning & outflow : nil Directors 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 account , 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 provision of this act for safeguarding the assets of the company and for preventing and fraud and other irregularities iv)the directors have prepared the annual account 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 control are adequate and were operating effectively. vi) the directors had devised proper system to ensure compliance with the provision of applicable law and that such system were adequate and operating effectively. Corporate social responsibility Due to the non filling of the condition for appointment of the corporate social responsibility committee such committee has not been formed by the company. The company is under obligation to spend any amount on the matter. Related party transactions All related party transaction that were entered in to during the financial year were on arm length basis and were in the ordinary course of the business there are no materially significant related party transaction made by the company with promoter key managerial personnel or other designated persons which may have potential conflict with interest of the company at large. attention of members is drawn to the disclosure of transaction with related parties set out in note no 25 of consolidated financial statement forming part of the annual report Business risk management Pursuant to section 134 3 n of the companies act 2013 &clause 49 of the listing agreement the company has not constituted a business risk management committee. At present the company has not identified element of risk which may threaten the existence of the company. 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. Particulars of loans, guarantees or investments The company has not given any loans or guarantees covered under the provisions of section 186 of the companies act 2013. Directors key managerial persons In accordance with the companies act 2013 mr.dhirah ram (din 06752534)retires by rotation and being eligible offers himself for reappointment mr. gourav goel and ms . anjana gupta were appointed as independent directors as per provision of companies act 2013 though they were already independent directors under listing agreement. Mr.subhadeep mukherjee ,managing directors mr. ashok kumar agrawal chief financial officers mr.rohit goel company secretary are the kmps of the company as per the provision of the act Meeting A calendar of meetings is prepared and circulated in advance to the directors . during the year seven board meeting and five audit committee meeting were convened and held . the details of which are given in the corporate governance report. The intervening gap between the meeting was within the period prescribed under the companies act 2013. Subsidiary companies The company has 24 subsidiaries as on 31st march 2015. The consolidated financial statement of the company and its subsidiaries duly audited by the statutory auditors are presented in the annual report. The consolidated financial statement have been prepared in strict compliance with applicable accounting standards and where applicable listing agreement as prescribed by the securities exchange board of indie Pursuant to the provision of the companies act 2013 the statement containing the salient feature of the financial statement of a company subsidiary or subsidiaries associate company or companies and joint venture or ventures is given as annexure c Auditors Pursuant to the provision of sec 139 of the companies act 2013 and the rules made the under auditors m/s maroti & associates chartered accountants were appointed as statutory auditors of the company form company form the conclusion of the annual general meeting of the company held on September 29 th 2015 tikk conclusion of the annual general meeting of the company to be held in the year 2017 subject to ratification of their appointment at every agm Corporate governance and management discussion and analysis report The corporate governance and management discussion and analysis report which form an integral part of this report are set out as separate annexures together with the certification from the auditors of the company regarding compliance with the requirement of corporate governance as stipulated in clause 49 of the listing agreement. Extract of annual return The details forming part of the extract of the annual return in form mgt 9 is annexed herewith as annexure a Secretarial audit Pursuant to the provision of section 204 of the companies (appointment and remuneration of managerial personnel )rules 2014 the board of directors has appointed ms nisha jhunjhunwala practicing company secretary for conducting secretarial audit of the company for the financial year 2014-15 The secretarial audit report is annexed herewith as annexure b the secretarial audit report does not contain any qualification reservation or adverse remark Particulars of employee (rules 5(2)&rules 5(1) None of the employees have drawn remuneration in excess of the limits prescribed by the companies act 2013 and the rules made there under which need to be disclosed in the directors report Auditors report 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. Acknowledgment Your company and its directors wish to extend their sincerest thanks to the member of the company bankers state government local bodies customers suppliers executives staff and workers at all levels for their continuous cooperation and assistances your directors also acknowledges gratefully to the shareholders for their support and confidence report on your company. For and on behalf of the Board of directors Chairman Place : Kolkata Date : may 29 ,2015 |