| Dear Members,
The Directors have pleasure in presenting their Annual Report and the
Audited Accounts of the Company for the year ended 31st March, 2015.
FINANCIAL HIGHLIGHTS
(Rs. in Lacs) (Rs. in Lacs)
PARTICULARS
2014-2015 2013-2014
Total Income 1896.56 1690.45
Turnover 1851.84 1602.72
Profit Before Interest & Tax 145.50 87.44
Profit before Tax 99.47 31.78
Less: Provision for Taxation:-
Current year Tax Nil Nil
Deferred Tax 58.89 (10.53)
Profit after Tax 30.20 60.87
Less: Transfer to Statutory Reserve Fund Nil Nil
Amount available for Appropriation 30.20 60.87
Surplus B/f from the previous year 590.42 541.73
Balance Carried Forward 616.18 590.42
KEY INDICATORS
Share Capital 499.23 499.23
Reserve and Surplus 787.40 755.61
Net worth 1286.63 1254.84
Fixed Assets 583.39 607.20
Book Value per Share (Rs.) 25.77 25.14
EPS 61 1.22
DIVIDEND
Your directors do not recommend for payment of dividend in respect of
the financial year ended 31st March, 2015.
OPERATING RESULTS
The Total income for the year ended 31 March, 2015 has been Rs. 1896.56
lacs as against Rs. 1690.45 lacs in the previous year, showing increase
of Rs. 206.11 lacs. Profit after taxation is Rs. 30.20 lacs as against
of Rs. 60.87 lacs in the previous year.
FUTURE PROSPECTS
Unless the economy picks up, the transport sector will continue to face
hassles.
CAPITAL EXPENDITURE
As at 31st March, 2015 the gross fixed assets stood at Rs. 1266.78 lacs
and the net fixed assets at Rs. 583.39 lacs.
SHARE CAPITAL
During the year under review, the Company has neither issued any shares
with differential voting rights nor any sweet equity shares or any
shares under employees stock option.
PUBLIC DEPOSITS
During the year under review, your Company did not accept/ renew any
deposits covered under Chapter V of the Companies Act, 2013 and the
rules made there under and as such, no amount of principal or interest
is outstanding as on the date of balance sheet.
LISTING INFORMATION
The equity shares of your Company are listed on the Bombay Stock
Exchange Ltd (BSE).
The using fee for the year 2015-16 has been paid to Bombay Stock
Exchange Ltd (BSE).
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in Form No. MGT - 9 forms part of the
Board's report, is attached at Annexure -1.
DIRECTORS'
During the year under review, your Board inducted Mrs. Pooja Sarda as
additional Director of the Company. In teams Section 161 of the
Companies Act, 2013, she shall hold office up to the date of the
forthcoming Annual General Meeting. The Company has received a notice
in writing, under Section 160 of the Companies Act, 2013, from a
member, proposing the appointment of Mrs. Pooja Sarda, as Director of
the Company. There is also a resolution in the forth coming Annual
General Meeting, for appointment of Mrs. Pooja Sarda as Independent
Director of the Company. Pursuant to Section 152 of the Companies Act,
2013, Mr. Sanjay Jain, Managing Director, retires by rotation of the
forth coming Annual General Meeting and being eligible has offers
himself for reappointment. Your Board has recommended his
reappointment.
KEY MANAGERIAL PERSONNEL
During the year under review, pursuant to the provisions of Section
2(51) and Section 203 of the Companies Act, 2013, read with the Rules
made there under, the following existing officials of the company were
designated/classified as Whole Time Key Managerial Personnel of the
Company ;
i. The Managing Director Mr. Sanjay Jain, as Whole Time Key
Managerial-Personnel.
ii. The Company Secretary Mr. Asish Narayan as Whole Time Key
Managerial Personnel.
During the year under review, Mr. Malay Das was appointed as Chief
Financial Officer (CFO) and designated as Whole Time Key Managerial
Personnel.
DIRECTORS' RESPONSIBILITY STATEMENT
As required by Section 134 (5) of the Companies Act, 2013, based on the
information and representations received from the operating management,
your Directors confirm that:
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with the proper
explanation relating to material departures;
(b) The directors have selected such accounting polices 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 loss of the
Company for the 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;
(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.
BOARD MEETINGS
The Board of Directors of the Company during the year 2014-15 on 11th
April, 2014, 29th May, 2014, 11th August, 2014, 14th November, 2014,
13th February, 2015 and 31st March, 2015.
INDEPENDENT DIRECTORS' DECLARATION
The Independent Directors of the Company, viz, Mr. Bhag Chand Jain,
Shankar Lai Khandelwal and Lalit Kumar Jain, have filed their
declaration with the Company affirming that they continue to meet the
criteria of independent as provided in Section 149(6) of the Companies
Act, 2013, in respect of their position as and "Independent Director''.
Mrs. Pooja Sarda has also informed the Company in writing that she also
meets the criteria of independent as provided in Section 149(6) of the
Companies Act, 2013, in respect of their position as Independent
Director and that her appointment as independent Director will not
violet Section 149(6) of the Companies Act, 2013.
SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act, and made there under M/s. Rantu Das
& Associates, Practicing Company Secretary have been appointed
Secretarial Auditor of the Company. The report of the Secretarial
Auditor is enclosed as Annexure-ll.
Management decided to comply according to the observation made by
Secretarial Auditor in their Secretarial Audit Report, 2015.
RE-APPOINTMENT OF SECRETARIAL AUDITOR
The Board has the re-appointment of M/s. Rantu Das & Associates,
Practicing Company Secretary as Secretarial Auditor for financial year
2015-16 on such remuneration as decided by the Board of Directors.
STATUTORY AUDITORS
The Statutory Auditors of the Company, M/S Patni & Co., (Firm Regn No.
320304E), Chartered Accountants will retire at the ensuing AGM. As
recommended by the Audit Committee, the Board has proposed the
re-appointment of M/S Patni & Co., (Firm Regn No. 320304E), Chartered
Accountants as statutory auditors for financial year 2015-16 on such
remuneration as decided by the Board of Directors.
The Company has received a certificate from the proposed Auditors to
the effect that their appointment, if made, would be in accordance with
all the conditions prescribed under the Companies Act, 2013 and the
Companies (Audit and Auditors) Rules, 2014.
STATUTORY AUDITORS' REPORT
The Auditor's Report to the Share Holders does not contained any
qualification.
PARTICULARS OF EMPLOYEES
None of the employees are drawing remuneration exceeding Rs.5,00,000/-
per month or Rs. 60, 00,000/- per year. Hence, no requisite details
are furnished.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013
The company has in place an Anti Sexual Harassment Policy in line with
the requirements of the "Sexual Harassment Of Woman At Workplace
(Prevention, Prohibition And Redressal) Act, 2013". Internal Complaints
Committee (ICC) has been set up to redress complaints received
regarding Sexual Harassment.
Ail employees (Permanent, Contractual, Temporary, Trainees) are covered
under this Act.
The following is a summary of Sexual Harassment complaints received and
disposed off during the year 2014-2015:
No. of Complaints received : NIL
No. of Complaints disposed off : NIL
PARTICULARS REGARDING CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO.
Your Company being a Transport company has no activity relating to
conservation of energy or technology absorption to be declared pursuant
to Section 134 of the Companies Act, 2013.
There is no earning or outgo of Foreign Exchange during the year under
review.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation of the
assistance and co- operation extended to the Company by commercial
Banks, Government of India, various State Governments, Share Holders
and all others whose continued support has been a source of strength to
the Company. Your Directors also wish to place on record their sincere
appreciation of contribution and high level of commitment of every
employee of the Company.
Registered Office : By Order of the Board
Poddar Point. South Wing For Inter State Oil Carrier Limited
5th Floor. 113, Park Street
Kolkata - 700 016
Dated : 29 th May, 2015 Shanti Lai Jain
(Chairman)
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