| Dear Members,
The Directors take pleasure in presenting the 30th Annual Report and
the Audited Statement of Accounts for the period ended 31st March 2015.
FINANCIAL RESULTS
A summary of the financial results for the year under review is as
under:
FINANCIAL RESULTS Rs in Lac
Particulars Current Year ended For the year
on 31.03.2015 ended
31.03.2014
Gross Sales 2439.78 4872.71
Other Income 155.96 111.37
Total 2595.74 4984.08
Less : Operating Expenditure 2559.41 4954.61
Gross Profit/(Loss) 36.33 29.47
Less: Interest 0.00 0.00
Less : Depreciation 35.91 28.74
Net Profit / (Loss) before tax 0.42 0.73
Less : Provision for Income Tax 0.08 0.13
Add/(Less): Deferred Tax 0.20 3.10
Net Profit/(Loss) after tax (PAT) 0.14 3.70
Add : Bal. B/F from previous year (319.38) (323.08)
Balance C/F to Balance Sheet (319.24) (319.38)
Earning Per Share 0.00 0.00
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 31st 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 the AGM, 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 F.Y. 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.
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 fear of 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
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