DIRECTORS' REPORT For The Financial Year 2014-15 Dear Members, 1. Your Directors have pleasure in presenting their 78th 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 in view of re- investment of the surplus in order to maintain a healthy capital adequacy ratio to support long term growth of your company. 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 Your Directors have not proposed to transfer the accumulated profit to Reserves during the year. 5. Brief description of the Company's working during the year/State of Company's affair The Company being a trading company is currently engaged in trading and investment in shares and securities. 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 company does not have any subsidiary companies. 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 Gupta Saharia & Co., Chartered Accountants, have been 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) with remuneration shall be decided by the Board 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. 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 The company has neither issued sweat equity or bonus shares nor has provided any stock option scheme to the employees. Preferential Issue of Capital The company has issued 30,00,000 equity shares of Rs 10/- each amounting to Rs. 3,00,00,000/- on preferential basis to Non- Promoters during the year. 14. 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 15. 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. 16. 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. 17. Directors: A) Changes in Directors and Key Managerial Personnel During the period under review following changes were made in the composition of the Board of Directors and Key Managerial Personnel: i) Mr. Manendra Pratap Singh was appointed as Executive Director of the company w.e.f 4th November, 2014 and his appointment was regularized at the Extra-ordinaiy General Meeting held on 18th December, 2014. ii) Mrs. Manju Devi Chirimar resigned from the directorship of the company w.e.f 26th December, 2014. iii) Ms. Ritika Jain was appointed as the Company Secretary w.e.f 26th December, 2014. iv) Mr. Rommel Rocky Rodrigues was appointed as Executive Director w.e.f 4th February, 2015 and he was appointed as the Managing Director of the Company for a period on five years w.e.f 26th March, 2015. v) Mr. Raghav Chirimar resigned from the directorship of the company w.e.f 26th March, 2015. vi) Mr. Manendra Pratap Singh, director of the company will also be appointed as the Chief Financial Officer and Mrs. Savita Kishan Bhaliya will be appointed as an Independent Director w.e.f 28th May, 2015 18. 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) 30/06/2014; ii) 23/08/2014; iii) 04/11/2014; iv) 04/02/2015; v) 06/03/2015 and vi) 26/03/2015. 19. 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. 20. 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 8s 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. 22. Particulars of Loans. Guarantees or Investments There are no Loans, guarantees or Investments as per section 186 of the Companies Act, 2013. 23. Particulars Of Contracts Or Arrangements With Related Parties: 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. 24. Managerial Remuneration: The Company earned minimal profit during the year so the Company has not provided any Managerial Remuneration to the Directors. 25. Secretarial Audit Report Mr. Anand Khandelia has been appointed as the Secretarial Auditor of the company. There is no qualification, reservation or adverse remark or disclaimer made by the company secretary in the secretarial audit report. 26. Corporate Governance Certificate & Management Discussion and Analysis Report The Corporate Governance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement and the Management Discussion and Analysis Report has been annexed with the report. 27. 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. 28. 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. 29. 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/ ROMMEL ROCKY RODRIGUES (Managing Director) DIN: 01851523 Sd/MANENDRA PRATAP SINGH (Director) DIN: 01211097 Place: Kolkata Date: 28/05/2015 |