DIRECTORS' REPORT To The Members, The Board of Directors present 22nd Annual Report and the Audited Financial Results of the Company for the six months period ended 31st March, 2015. REVIEW OF OPERATIONS During the period ended under review, the Company has earned total income of Rs. 2920.69 lacs as against Rs. 22794.05 lacs registered in the previous year. During the period ended, the Company has earned Profit After Tax of Rs. 24.32 lacs as against Rs. 30.94 lacs in the previous year. DIVIDEND In order to conserve the resources, your directors do not recommend any dividend for the period under review. LISTING The equity shares of the Company are listed at the Bombay Stock Exchange Ltd. (BSE). The Company has paid listing fees to the BSE for the financial year 2015-16. SUBSIDIARY COMPANY The Company has a Subsidiary viz. Happy Mining Pty Ltd, Australia. During the period, Avondale Resources Pty Ltd, Australia, ceased to subsidiary of Happy Mining Pty Ltd and, therefore, also ceased to be a subsidiary of the Company. A report on the performance and financial position of Happy Mining Pty Ltd. is provided as a part of the financial statement. CORPORATE GOVERNANCE As required under Clause 49 of the Listing Agreement with the Stock Exchange, a report on the Corporate Governance along with Certificate of the Auditors and a Report on Management Discussion and Analysis are annexed and forms part of this Annual Report. DIRECTORS Appointment of Independent Directors : Mr. Sajjan Kumar Tailor and Mr. Raj Narayan Yadav have been appointed on the Board of the Company as Independent Director for a period of 5 years upto 31st March, 2019. The Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Appointment of Additional Director : The Board has appointed Mrs. Kanta Bajoria as an additional director w.e.f. 30.03.2015 to hold office upto the conclusion of the ensuing Annual General Meeting. Number of Board Meetings held : The Board of Directors duly met five times on 10.11.2014, 17.11.2014, 29.11.2014, 14.02.2015 and 02.03.2015. PUBLIC DEPOSITS The Company has not accepted or renewed any Public Deposits, as defined under provisions of Chapter V of the Companies Act, 2013. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirements under Section 134(5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, your Directors hereby confirm and state that - a) in the preparation of the annual accounts for the six months period ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) they 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 period ended 31st March, 2015 and of the profit of the company for the same period; c) 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) they have prepared the annual accounts on a going concern basis; e) they have laid down internal financial controls in the company that are adequate and were operating effectively. f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively. AUDIT COMMITTEE The Audit Committee comprises of Mr. S. K. Tailor - Chairman, and Mr. R. N. Yadav and Mr. D. C. Bajoria - as Members. The committee periodically discusses with the Statutory Auditors about the internal control system, the scope of audit and reviews the financial statements before submission thereof to the Board and ensures compliance of internal control system apart from considering any reference made to it by the Board of Directors. AUDITORS M/s. N. C. Banerjee & Co., Chartered Accountants, retires as Statutory Auditors of the Company at the ensuing Annual General Meeting and are eligible for re-appointment. As required under Section 139 of the Companies Act, 2013, the Company has received a written confirmation from them to the effect that their reappointment, if made, would be subject to the conditions as prescribed under Rule 4 of the Companies (Audit and Auditors) Rules 2014 and that they are not disqualified from being appointed as Statutory Auditors of the Company. AUDITORS' REPORT The observations of the Auditors in their Report read with relevant notes on the Accounts, as annexed are self explanatory and they do not call for further explanation in this Report. CORPORATE SOCIAL RESPONSIBILITY (CSR) The provisions of Section 135 of the companies Act, 2013 relating to the corporate social responsibility are not applicable as the Company does not fall in any of the criteria mentioned in that Section. SECRETARIAL AUDIT REPORT According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Mr. S. K. Ghosh, Company Secretary in Practice is annexed herewith as Annexure - A. EXTRACT OF ANNUAL RETURN The extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-B. RISK MANAGEMENT POLICY Board of Directors have formulated and implemented a risk management policy for the company. The Board has been addressing various risks impacting the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company. VIGIL MECHANISM In pursuance to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 and provisions of the Listing Agreement , a Vigil Mechanism Policy for directors and employees to report genuine concerns has been established. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP/ EMPLOYEES) The disclosures of particulars of employees required under Section 134 (3) (q) and Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as it did not pay during the year any remuneration to any of the Directors of the Company. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION, ETC. The Nomination and Remuneration Committee of the Company has framed a suitable policy on Directors' appointment which identifies the qualifications, positive attributes, independence of the Directors. The Committee has also recommended to the Board a Policy on remuneration for the Directors, Key Managerial Personnel and other employees. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The Company has no information and details to disclose pursuant to Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) rules, 2014 regarding conservation of energy, technology absorption. The foreign exchange earning and outgo during the year under review are as follows: a) Foreign Exchange Earning: Rs. Nil b) Foreign Exchange Outgo: Rs. 989.40 Lakhs. RELATED PARTY TRANSACTIONS The disclosure of the Related Party transactions are given in the prescribed Form AOC-2 is annexed as Annexure-C. LOANS, GUARANTEES AND INVESTMENT Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. ACKNOWLEDGEMENTS The Directors place on record their gratitude to the bankers, media, Government and other agencies for their assistance, cooperation and encouragement extended to the Company. The Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinted efforts of investors and employees during the year under review. For and on behalf of the Board S. K. Tailor Director Place : Kolkata Date : 30th May, 2015 |