DIRECTORS REPORT TO THE SHARE HOLDERS Your Directors have pleasure in presenting their report together with the audited Balance sheet as at 31st March 2015 and Statement of Profit & Loss for the year ended on that date. Management Discussion and Analysis Report As required under clause 49 of the listing Agreement with the Stock Exchanges, the management Discussion and Analysis report is enclosed as a part of this report. Corporate Governance and Shareholders Information Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the listing agreement. As report on Corporate Governance is included as part of this report. Certificate from the Statutory Auditors of the Company M/s Ashok Kumar Natwarlal & Co., Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is included as a part of this report. Listing with Stock Exchanges The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to CSE where the Company's share are listed. Dematerialisation of shares 96.10% of the Company's paid up Equity share Capital is in dematerialised form as on 31/03/2015 and the balance are in physical form. The Company's registrar are M/s Niche Technologies Private Limited having their registered office at D-511 Bagree Market, 5th Floor, 71, B R B Basu Road Kolkata-700001. Number of Board Meetings Held The Board of Directors duly met Eleven Times during the financial year from 1st April 2014 to 31st March 2015. The dates on which meetings were held are as follows: 10/04/2014, 31/05/2014, 10/06/2014, 11/07/2014, 11/08/2014, 31/10/2014,28/11/2014, 16/12/2014, 13/01/2015, 30/03/2015, 31/03/2015. Directors Pursuant to the Provisions of Section 161 (1) of the Companies Act, 2013 read with the Articles of Association of the Company, Sri Pratik Jain is appointed as Additional Director of the Company with effect from 16/12/2014. Smt Anny Jain is appointed as additional director of the Company on 30/03/2015 but she resign on 22/04/2014. Smt Payel Chakraborty is appointed as Additional Non Executive professional Director of the Company on 21/04/2015 . Directors shall hold office only upto the date of this Annual General Meeting and being eligible offer herself for reappointment. Subsidiaries Details of the Subsidairies are covered under MGT-9. In accordance with the general Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss Account and other Documents of the Subsidiaries Company are not being attached attached with the Balance Sheet of the Company. However the information of the Subsidiaries are disclosed in compliance with the circular. The Company will provide a copy of Separate annual accounts in respect of each of its subsidiary company to any shareholder of the company who ask for it and the said annual accounts will also be kept for inspection at the registered office of the company and that of the respective subsidiary companies. Directors Responsibility Statement Pursuant to Section 134(5) of the Companies Act, 2013 Director of your company hereby state and confirm that:- a) In the preparation of the annual accounts for the year 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 financial year 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 are 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 Observations Auditors' observation are suitably explained in notes to the Accounts and are self-explanatory. Auditors: a) Statutory Auditors:- The Auditors M/s Ashok Kumar Natwarlal and Co. Chartered Accountants, Kolkata have been appointed as Auditor of the Company at the last Annual General Meeting held on 30.09.2014 for a period of three years subject to ratification by members at every consequent general meeting. Therefore, ratification of appointment of statutory Auditors is being sought from the members of the Company at the ensuing AGM. b) Secretarial Audit:- 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 the Companies Secretary in Practice is enclosed as a part of this report. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo Information required under Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 is not applicable to the Company. Corporate Social Responsibility In terms of Section 135 and Schedule VII of the Companies Act, 2013, the CSR is not applicable for the Company. Vigil Mechanism In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 a vigil Mechanism for Directors and Employee to report genuine concerns has been established. Related Party Transactions Relate Party Transactions were not entered during the financial year. Therefore the requirement of Form AOC-2 is not required. Extracts of Annual Return The details forming part of the Extract of the Annual Return in form MGT-9 is annexed. Particulars of Loans, Guarantees or Investments The Company has not given Loans, Guarantees and Investments. Therefore the requirement to disclose in Notes to Accounts are not required. Preferential Issue During the Year the Company came out with a Preferential Issue of 12,00,000 equity shares @ of Rs. 25/- each. The issue was subscribed and shares are allotted on 10/06/2014. Acknowledgement Directors deeply acknowledge the trust and confidence you have placed in the company. Director would also like to thank all its Banker, Customer, Vendors and Shareholders for their Continued support to the Company. In specific, the Board would also record its sincere appreciation of the Commitment and Contribution made by all employees of the Company. BY ORDER OF THE BOARD Kolkata Date:- 30th May 2015 |