DIRECTORS’ REPORT For The Financial Year 2014-15 Dear Members, 1.Your Directors have pleasure in presenting their 33rd Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended March 31st, 2015. 2. Dividend Your Directors have not recommended any dividend for the financial year 2014-15. 3. Transfer Of Unclaimed Dividend To Investor Education And Protection Fund The provisions of Section 125(5) of the Companies Act, 2013 do not apply on the company as no dividend has been declared during the year. 4. Reserves No amount was transferred to the Reserves during the year. 5. Brief description of the Company’s working during the year/State of Company’s affair The Company’s Primary business is trading in Sarees having a wide variety of sarees from plain to designer and cotton to silk. 6. Change in the nature of business, if any There has been no change in the nature of the business of the Company during the year. 7. Post Balance Sheet Events No material changes have been occurred between the end of the financial year of the company to which the financial statements relate and the date of the report. 8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements. 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. 9. Details of Subsidiary/Joint Ventures/Associate Companies The Statement in Form AOC-I containing the salient feature of the financial statement of your Company’s subsidiaries, associates and joint venture companies pursuant to first proviso to Section 129(3) of the Companies Act, 2013 (Act) read with Rule 5 of the Companies (Accounts) Rules, 2014, forms part of the Annual Report. Further, in line with Section 129(3) of the Act read with the aforesaid Rules, the Listing Agreement with the Stock Exchanges and in accordance with the Accounting Standard 21 (AS-21), Consolidated Financial Statements prepared by your Company include financial information of its subsidiary companies. The following are the wholly owned subsidiaries of the Company: a) Debdaru Commosale Pvt. Ltd. b) Shreesh Ply Boards Pvt. Ltd. 10. Deposits The company has neither accepted nor renewed any deposits during the year, covered under Chapter V of the Act. 11. Statutory Auditors M/s GHOSH & GHOSH, Chartered Accountants, have been re-appointed as Statutory Auditors of the company till the conclusion of the Annual General Meeting of the company to be held in the year 2019 (subject to ratification of their re- appointment at every AGM) and the Directors of the Company shall fix the remuneration from time to time in consultation with the Audit Committee. 12. Auditors’ Report The observations made by the Auditors are self- explanatory and do not require any further clarification. Further, the explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report shall be given. 13. Familiarisation Programme for Independent Directors In terms of Clause 49(II)(B)(7) of the Listing Agreement, your Company is required to conduct the Familiarisation Programme for Independent Directors (IDs) to familiarise them about their roles, rights, responsibilities in your Company, nature of the industry in which your Company operates, business model of your Company, etc., through various initiatives. The details of such familiarization programmes are available on your Company’s website www.bcommercial.org and a link to the said programmes has been provided elsewhere in this Annual Report. 14. Share Capital Issue of equity shares with differential rights The Company has not issued any of its securities with differential rights during the year under review. Buy Back of Securities The company has not bought back any of its securities during the year under review. Sweat Equity, Bonus Shares & Employee Stock Option Plan During the period under review the company made the following bonus issue: - 2,880,000 equity shares of Rs. 10/- each amounting to Rs. 28,800,000/- on 3rd July, 2014. - 13,390,000 equity shares of Rs. 10/- each amounting to Rs. 133,900,000/- on 22nd August, 2014. Preferential Issue of Capital The company has not issued any shares on preferential basis during the year. 15. Extract of the Annual Return The extract of the Annual Return pursuant to the provisions of section 92 read with Rule 12 of the Companies (Rules), 2014 is furnished in Annexure A (MGT – 9) and is attached to this Report. 16. Conservation of energy, Technology absorption and Foreign exchange earnings and Outgo The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable to our company. The company does not have any Foreign Exchange transactions during the financial year. 17. Corporate Social Responsibility (CSR) As the company does not have net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable. 18. Directors: A) Changes in Directors and Key Managerial Personnel During the year under review following changes were made in the composition of the Board of Directors and Key Managerial Personnel: 1. At the Annual General Meeting held on 22nd August, 2014: - Mrs. Manisha Agarwal was reappointed as an Independent Director for a period of five years. - Mr. Vikash Gupta who was appointed as an Additional Director on 28th July, 2014 was regularized as an Independent Directors for a period of five years. - Mr. Barun Mahansaria was appointed as Managing Director of the Company for a term of five years w.e.f 23rd August, 2014. 2. Ms. Aditi Jain has been appointed as the Company Secretary of the Company w.e.f 4th December, 2014. 3. Mr. Banwari Lal Mahansaria, Director of the Company will also be appointed as the Chief Financial Officer of the Company w.e.f 28th May, 2015. B) Declaration by an Independent Director(s) and re- appointment Mr. Vikash Gupta and Mrs. Manisha Agarwal, Independent Directors of the Company have confirmed that they fulfilled all the conditions of the Independent Directorship as laid down in subsection (6) of Section 149 of the Companies Act, 2013 and the rules made there under and the same have been noted by the Board. C) Formal Annual Evaluation In compliance with the Schedule IV of the Companies Act 2013, a meeting of the Independent Directors of the company was held to review and evaluate the performance of the Non- Independent Directors and the chairman of the company taking into account the views of the Executive Directors and Non- Executive Directors, assessing the quality, quantity and timeliness of flow of information between the company management and the Board and also to review the overall performance of the Board. The meeting of the company was held on 5th February, 2015, wherein the performance of the Board as a whole was evaluated. 19. Number of meetings of the Board of Directors Six Meetings of the Board of Directors were held during the financial year 2014-15. These were held on the following dates: i) 27.05.2014, ii) 03.07.2014, iii) 28.07.2014, iv) 29.10.2014, v) 05.02.2015 and vi) 25.03.2015. 20. Audit Committee Composition of the Audit committee is in accordance with the requirements of section 177 of the Companies Act 2013 which is stated below: Name Designation Manisha Agarwal Chairman Vikash Gupta Member Barun Mahansaria Member 21. Order of Court The company is not subject to any legal proceedings and claims which will have a material or adverse effect on the going concern status or company’s operations or financial conditions. 22. Sexual Harassment Of Women At Work Place The Company has in place a policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. There were nil complaints received during the year under review. 23. Details of establishment of vigil mechanism for directors and employees Pursuant to sub-section (9) & (10) of section 177 of the Companies Act, 2013, read with rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Whistle Blower Policy (Vigil mechanism) for Directors and Employees of the Company to report their genuine concerns or grievances. The policy was approved by the Board of Directors of the Company at its meeting held on 28th July, 2014 and the Audit Committee was empowered by the Board of Directors to monitor the same and to report to the Board about the complaints in an unbiased manner. 24. Nomination and Remuneration Committee Composition of the Nomination & Remuneration Committee is in accordance with the requirements of section 178(1) of the Companies Act 2013. The composition is as under: Name Designation Manisha Agarwal Chairman Vikash Gupta Member Barun Mahansaria Member 25. Stakeholder’s Relationship Committee Composition of the Stakeholder’s Relationship Committee is in accordance with the requirement of the provisions of the Companies Act, 2013. The Composition is as under: Name Designation Manisha Agarwal Chairman Vikash Gupta Member Banwari Lal Mahansaria Member 26. Particulars of Loans, Guarantees or Investments There are no Loans, guarantees or Investments as per section 186 of the Companies Act, 2013. 27. Particulars of Contracts or Arrangements with Related Partie Your company has no material individual transactions with its related parties which are covered under section 188 of the Companies Act, 2013, which are not in the ordinary course of business and not undertaken on an arm’s length basis during the financial year 2014-15. 28. Managerial Remuneration: The Company earned minimal profit during the year so the Company has not provided any Managerial Remuneration to the Directors. 29. Secretarial Audit Report Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, Bira Agarwal was appointed as the Secretarial Auditors of the Company to carry out the secretarial audit for the year ending 31st March, 2015. There is no qualification, reservation or adverse remark or disclaimer made by the company secretary in the secretarial audit report. 30. Corporate Governance Certificate The Corporate Governance certificate from the auditor regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement has been annexed with the report. 31. Corporate Governance Report and Management Discussion & Analysis Reports The Corporate Governance Report and Management Discussion & Analysis Report have been annexed with the report. 32. Risk management policy The company does not have any Risk Management Policy as the element of risk threatening the Company’s existence is very minimal. 33. Directors’ Responsibility Statement Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that— (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along 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 of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (c) 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; (d) the directors have prepared the annual accounts on a going concern basis; (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, and (f) 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. 34. Acknowledgements Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review For and on behalf of the Board of Directors Sd/- BARUN MAHANSARIA Managing Director (DIN: 06759635) Sd/- BANWARILAL MAHANSARIA Director & CFO (DIN: 06759626) Place: Kolkata Date: 28th May, 2015 |