| Dear Members,
The Directors have pleasure in presenting their 35th Annual Report on
the business and operations of the Company together with the audited
financial statements for the financial year ended March 31st, 2015. The
summarized standalone and consolidated financial performance of the
company is as follows:
1. Financial Results (Amount in Rs.)
STANDALONE CONSOLIDATED
Particulars 2014-15 2013-14 2014-15 2013-14
Profit Before Tax
& Provision 63,389 2,411 58,666 3,632
Less: Provision
For Tax 44,210 745 44,210 1,099
Profit After Tax 19,179 1,666 14,456 2,533
Profit/ Loss Brought
Forward From
Previous Year (47,475) (49,141) (97,225) (99,788)
Profit/ Loss
Available for
Appropriation 19,179 1,666 14,456 2,533
Transfer To Reserve Nil Nil Nil Nil
Proposed Dividend Nil Nil Nil Nil
Tax on Proposed
Dividend Nil Nil Nil Nil
Profit/ Loss
Carried Forward (28,296) (47,475) (82,799) (97,255)
Basic/Diluted
Earnings Per Share 0,01 0.00 0.01 0.00
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. Grief description of the Company's working during the vear/State of
Company's affair
The Company's Primary business is trading in Sarees having a wide
variety of fabrics and designs. The company has resumed its operation
this financial year (2014-15] with Standalone revenue of Rs. 139.51
Lakhs (Approx.), expenditure Rs 138.88 Lakhs (Approx.) and profit
before tax amounted to Rs. 0.63 Lakhs (Approx.] and Consolidated
revenue of Rs. 139.68 Lakhs (Approx.), expenditure Rs 139.09 Lakhs
(Approx.) and profit before tax amounted to Rs. 0.59 Lakhs (Approx.)
ft. Change in the nature of business, if any
There is no Change in the nature of business of company during the
financial year.
7 Past 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 infernal 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.
q. 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 company has three wholly owned subsidiary companies:
i) Jahman Merchants Private Limited
ii) Mahabala Deal trade Private Limited
iii) Arunesh Commonages Private Limited
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 P. D. RANDAR & CO, 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 to oil Further, the explanations or comments by the Board
on every qualification, reservation or adverse remark or disclaimer
made by the auditor in his report is 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 Securities
The company has issued 600,000 equity shares of Rs 10/- on preferential
basis to Non- Promoters during the year and as on date the entire
capital is listed with Calcutta Stock Exchange.
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
earnings and Outgo
The provisions of section 134(m) of the Companies Act 2013 regarding
the disclosure of particulars of lonesome 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 crores 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. proctors:
A) Changes in Directors and Key Managerial Personnel
Pursuant to the Resolution of the Board of Directors passed at its
meeting:
i) Mr. Mahesh Sharma has been appointed as an Independent Director on
25th July 2014 and further regularized in the Annual General Meeting
held on 22nd August 2014.
ii) Mr. Rajesh Sharma has been appointed as Managing Director
w.e.f 23rd August 2014 for a period of five years.
iii) Mr. Rajesh Kumar Yadav has been appointed as Company Secretary
w.e.f December 2014 and has placed his resignation on 30th January
2015.
iv) Mr Arindam Roy Chowdhury has been appointed as Company Secretary
w.e.f 30th January 2015
v) Mr. Tarun Kumar Newatia has been appointed as an Independent
Director of the company w.e.f. 18th March 2015 and will be regularized
at the upcoming AGM.
Further Mrs. Priti Sharma, Director of the Company will also be
designated as Chief Financial Officer w.e.f. 28.05.2015.
B) Declaration by an Independent Director(s) and re- appointment
Mr Tarun Kumar Newatia, Mr. Mulchand Gupta and Mr. Mahesh Sharma,
Independent Directors of the Comoanvha Confirmed that they fuelled all
the conditions of the Independent Directorship, laid down in SSK an
149 of the Companies Act 2013 and the rules made there under and the
some 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 has
of the company "king into account the views of the Executive Directors
and Non- Executive Disk asking the entity and timeliness of flow of
management and the Board and also to review the overall performance of
the Board The meeting of the company was held on 30th January 2015,
wherein the performance of the Board as a whole was evaluated.
18. Number of meeting 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) 28th May, 2014
ii) 25th July, 2014
iii) 25th August, 2014
iv) 28th October, 2014
v) 30th January, 2015
vi) 18th March, 2015
One Extra Ordinary General Meeting was held on 19th May, 2014 for
private placement of equity shares to Strategic Investors not forming
part of the promoter group.
19. 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:
Nmae Designation
Tarun Kumar Newatia Chairman
Rajesh Kumar Sharma Member
Mulchand Gupta Member
Mahesh Sharma Member
20. 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.
21.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.
22. 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 25th
August 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.
23. 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
Tarun Kumar Newatia Chairman
Rajesh Kumar Sharma Member
Mulchand Gupta Member
Mahesh Sharma Member
24. Particulars of Loans. Guarantees or Investments
Loans, guarantees or investments covered under section 186 of the
Companies Act, 2013 form part of the notes to the financial statements
provided in this Annual Report
25. 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.
26. Managerial Remuneration;
The Company earned minimal profit during the year so the Company has
not provided any Managerial Remuneration to the Directors.
27. Secretarial Audit Report
The Secretarial Audit Report has been given by Bira Agarwal, Company
Secretary and there is no qualification, reservation or adverse remark
or disclaimer made by the company secretary in the secretarial audit
report
28. Corporate Governance Certificate
The Corporate Governance certificate from the auditors regarding
compliance of conditions of corporate governance as stipulated in
Clause 49 of the Listing agreement has been annexed with the report
29. 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.
30. Familiarization Programme for independent Directors
In terms of clause 49(ii) (B)(7) of the listing Agreement your company
is required to conduct the Familiarization programme for independent
Directors (IDS) to familiarize them about their roles rights
responsibilities in your company nature of the industry in which your
company operate business model of your company etc., through various
initiatives the details of such familiarization programmes are
available on your company's website www.acumenengg.co.in and a link to
the said programms has been provided elsewhere in this Annual Report
31. 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,
32. Acknowledgement
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.
32. 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/
Rajesh Kumar Sharma Priti Sharma
Managing Director Chief Financial Officer & Director
Din: 02645337 Din: 06831065
Place: Kolkata
Date: 28th May 2015
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