DIRECTOR'S REPORT The Directors take pleasure in presenting the 30th Annual Report and the Audited Statement of Accounts for the period ended 31s1 March 2015. REVIEW OF OPERATIONS During the year under review, in spite of serious inflationary trend ruling in the market and overall recession in the country's economy, your company had to sustain a shortfall in its gross revenue by about 50% with a reduction in PAT by Rs. 2.58 Lacs. DIVIDEND There being a resultant Loss carried over to Balance sheet, your Directors refrain from recommending any dividend for the year ended 31st March 2015. TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND There was no unpaid dividend carried forward and due to be transfer to the designated Fund (SEPF) in terms of sec. 124(5) of Companies Act, 2013. CAPITAL / FINANCE During the year the Company, did not issue/allot any Shares or Securities as On 31s1 march, 2015. The Issued, subscribed and paid-up share capital of the Company remained unaltered at Rs. 3,000.13 Lacs Comprising of 3,00,01,300 equity shares of Rs. 10/- each. CREDIT RATING The Company having no secured borrowing, no Credit Rating was required. DIRECTORS Appointment : Pursuant to provisions of Sections 149,150,152 and other applicable provisions of the Companies Act, 2013 and the Rules made there under, read with Schedule IV to the Companies Act, 2013, your Mr. Ashok Das and Mr. R. R. Challani were appointed as Independent Directors of the Company to hold office for a period of five years with effect from conclusion of theAGM, held on 27.09.2014 and their office as Independent Director shall not be subject to retirement by rotation. As per provisions of the Companies Act, 2013 Mr. Ankush Jain shall retire at the ensuing Annual General Meeting of the Company and being eligible, seeks re-appointment. The Board of Directors recommend his re-appointment. Mr. S. Mukherjee has since been appointed as chief financial officer of the Company in due compliance of section 203 of the Companies Act, 2013. Pursuant to the provisions u/s 152 of the Companies Act, 2013 Mrs. Lata Jain has since been appointed Additional Director to hold office until the conclusion of the forthcoming AGM to fulfill the requirement of woman director in the Board. In the meantime the Company has received a notice u/s 161 of the Companies Act, 2013 with requisite deposit proposing to Mrs. Lata Jain to be appointed as a rotational Director in the forthcoming AGM. The particulars of the Director seeking appointment / re-appointment has duly been furnished as part of the notes to the notice convening the ensuing Annual General Meeting pursuant to clause 49 of the listing agreement. DECLARATION OF INDEPENDENT DIRECTORS The independent Directors have since confirmed that they fulfill the conditions under section 149 (6) of the Companies Act, 2013. laid down as to their status of independence of the Company. DIRECTORS RESPONSIBILITY STATEMENT As required u/s 217(2AA) of the Companies Act, 1956 which is corresponding to Section 134 (5) of the Companies Act, 2013, your Directors confirm having : a) Followed in the preparation of Annual Accounts for the Financial Year 2014-2015 the applicable Accounting Standards with proper explanation relating to material departures if any; b) 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 the profit of the Company for that year; c) Taken proper and sufficient care for 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; and d) Prepared the Annual Accounts on a going concern basis. e) Laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. f) Devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. CORPORATE GOVERNANCE The Company believes that Corporate Governance is a way of business life rather than a legal compulsion. Your Director, being committed to best management practices and adhering to the policy of full transparency, enclose herewith a Report on Corporate Governance as stipulated by clause 49 of the listing agreement along with compliance certificate on Corporate Governance (Annexure 3) forming part of this report. EXTRACT OF ANNUAL RETURN Pursuant to sec 92(3) of the Companies Act, 2013 (The Act) and Rule 12(1) of the Companies (Management and Administration) Rules 2014 an extract of Annual Return as at 31st March 2015 is annexed hereto and Marked as Annexure 1. AUDITORS AND THEIR REPORT In the last Annual General Meeting of the Company held on 27th September 2014 M/s. R. K. Bhatter & Co., Chartered Accounts was appointed as statutory Auditor for three (3) consecutive years subject to rectification of members at every Annual General Meeting in between whereas by a notice given by the Auditors expressing their inability to accept the appointment in view of the ceiling in the number of Audit prescribed under the provision of the Companies Act, 2013. and there was a casual vacancy caused in the office of statutory auditors and the Company has since appointed M/s. Ranjit Jha & Associates Chartered Accounts (firm regs. no 326969E) as the statutory Auditors of the Company in the casual vacancy for a period of consecutive 5 years ending on 31.03.2019, in the Extra Ordinary General Meeting held on 28.01.2015 subject to ratification by the members at each Annual General Meeting held in between this period. Accordingly the ratification of their appointment is sought for at the ensuing Annual General Meeting. The report of the statutory Auditors when read with the notes and schedules forming part of the statements of account as annexed thereto are self explanatory and needs no further elaboration and comments. COST AUDIT The provision of section 148 and ail other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) rules 2014, the provision of cost audit is not applicable on the products/ services of the Company for the FY. 2014-15. SECRETARIAL AUDIT In terms of section 204 of the Companies Act, 2013 and rules made there under, Mr. K.C. Dhanuka & Co., a Company Secretary in practice (CP No. 1247 member, no. 2204) has been appointed as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the F.Y 2014-15. The Report of secretarial Auditor is enclosed hereto as Annexure - 2. which is self explanatory and needs no comments thereon. RELATED PARTY TRANSACTION During the year there was no related party transaction attracting the provisions of sec. 188 of the Companies Act, 2013. CORPORATE SOCIAL RESPONSIBILITY The company's realized profit for last several years do not call for establishment for a CSR policy as prescribe u/s 135 of the Companies Act, 2013. COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AND OTHERS EMPLOYEES KEY MANAGERIAL PERSONNEL AND EMPLOYEES The remuneration of Key Managerial Personnel and Employees largely consists of basic salary perquisites allowances and performance incentives subject to annual assessment. The Components of the total remuneration vary for different grades and are governed by the industry pattern, qualification, experience, merit performance of each employee. The Company while deciding the remuneration package takes into consideration of the ruling employment scenario and remuneration package in the industry. The annual variable pay of Managers is linked to the performance of the Company in general and the Individual performance in the relevant year with reference to achievement of Company's objective fixed at the beginning of the year. INTERNAL FINANCIAL CONTROL Your Company has established a well defined organization structure having an extensive system of internal control to ensure optimum utilization of on going schemes of operations, accurate reporting of financial transactions and strict compliance of applicable Laws and regulations. Your Company has adequate system to ensure that the assets of the Company are safeguarded against loss from un-authorized use or deprecations. COMPUTER POINT An audit committee of the Board regularly review the audit plans, significant audit findings, adequacy of internal control, compliance of applicable Accounting Standards and changes in accounting policies and practices, if any. VIGIL MECHANISM The company has a whistle blower policy and appropriate mechanism in place. Employees can directly report to the Top Management any concern about any unethical behavior, actual or suspected fraud or violation of Company's code of conduct or ethic policy. Management on its turn is responsible for establishing a fearless atmosphere where the reporting employee does not fearof being harassed or threatened in any way. We further affirm that no personnel of the Company have been denied access to the Audit Committee during the year under review. SUBSIDIARIES The Company is not having any Subsidiary. EMPLOYEES STOCK OPTION SCHEMES The Company have not provided any employee stock option. GREEN INITIATIVES Electronic copies of the Annual Report 2015 along with the Notice of the 30th AGM are sent to all members whose email addresses are registered with the Company /Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2015 along with the Notice of the 30th AGM are sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary. The Company is providing e-voting facility to all members enabling them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014. The instruction for e-voting is provided in the notice. PUBLIC DEPOSIT The Company has not accepted or renewed any public deposits as defined under section 58 A of the Companies Act, 1956 during the year. Under section 73 of the Companies Act, 2013 there is no deposit lying with the Company as on 31.03.2015. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS & OUTGO The information on particulars of conservation of Energy, technology absorption and foreign exchange earnings & outgo as required under section 234(3)(iii) of the Companies Act, 2013 read with the companies (Disclosure of particulars in the Report of the Board of Directors ) rules 2014 are not altracted to this Company. PARTICULARS OF EMPLOYEES There being no employee drawing remuneration in excess of prescribed ceiling during the year, the information of particulars of employees as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 in respect of the Company is not attracted to this Company. CAUTIONARY STATEMENT Statements in this report describing the Company's objectives, expectations or predictions may be forward looking within the meaning of the applicable laws and regulations. The actual results may differ materially from those expressed in this statement because of many factors like economic conditions, availability of resources, price conditions, domestic and international markets, changes in govt, policies, tax regimes, etc. ACKNOWLEDGEMENTS We thank our Customers, Vendors, Investors and Bankers for their continued support during the year. We also thank the employees for their significant contribution in Company's performance. We now look forward to the future with confidence and optimism. For and on Behalf of the Board of Directors Director Director Place: Kolkata Date : 30th July, 2015 |