DIRECTOR'S REPORT Your Directors have pleasure in presenting the 25th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2015. DIVIDEND In view of carried forward losses, your directors are unable to declare dividend for the year under consideration. OPERATIONS During the year your company moderately participated in Capital Market due to shortage of funds. COMPLIANCE WITH REGULATIONS The Company has complied with various regulations formulated from time to time by the authorities. LISTING The Equity Shares of the Company are listed at Bombay Stock Exchange (BSE), Calcutta Stock Exchange (CSE) and Madras Stock Exchange (MSE). Listing fees for 2014-15 for all the Stock Exchanges have been paid. DELISTING OF EQUITY SHARES FROM MADRAS STOCK EXCHANGE (MSE) The Company has received a letter from MSE that the exchange has decided to de-recognise itself and has applied to SEBI for the same. MSE has therefore advised the company to seek voluntary delisting from their exchange as the Company's shares are listed on BSE having nationwide trading terminals. Further in terms of SEBI (Delisting of Equity Shares) Regulations, 2009 companies have been permitted to seek voluntary delisting from Regional Stock Exchanges subject to terms and conditions of such regulation. Moreover continued listing at MSE does not provide any tangible advantage to shareholders and investors of the Company. Hence the your Company should take voluntary delisting from MSE and avoid unnecessary financial and administrative burden due to multiple compliance of various exchanges from time to time. CAPITAL OF THE COMPANY During the year Authorised Capital of the Company stands at Rs. 6,00,00,000/- (Rupees Six Crores Only) divided into 60,00,000 Equity Shares of Rs. 10/- each. Paid up Capital of the company is Rs. 2,20,76,000/- (Rupees Two Crores Twenty Lacs Seventy-six Thousands Only) divided into 22,07,600 fully paid up Equity Shares of Rs. 10/- each. CORPORATE GOVERNANCE Since the paid up capital of the Company is less than 300 lacs presentation of Corporate Governance Report is not required for the Company. PUBLIC DEPOSIT The Company has not accepted any public deposit during the year under review. KEY MANAGERIAL PERSONNEL The Company has appointed Shri Samir Chakraborty as Chief Financial Officer in the category of 'Key Managerial Personnel' in terms of the requirements of the Companies Act, 2013. Necessary efforts are being taken by the the Company for appointment of suitable candidate for the post of Company Secretary . Necessary advertisement are already published in the leading newspaper of West Bengal. ANNUAL EVALUATION In compliance with the Companies Act, 2013, the performance evaluation of the Board and that of its committees and individual directors was carried out during the year under review. COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION INCLUDING POLICY-SECTION 178(1) AND 178(3) The remuneration policy of the Company is directed towards rewarding performance, based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing Industry practice. The nomination & remuneration committee is responsible for formulating framework and policy for remuneration, terms of employment and criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the Executives. The Committee also reviews the ongoing appropriateness and relevance of the remuneration policy and ensures that all provisions regarding disclosure of remuneration are fulfilled. The Committee, along with the Board, reviews on an annual basis, appropriate skills, characteristics and experience required of the Executives for the better management of the Company. In evaluating the suitability of individual Board members, the Committee takes into account many factors, including general understanding of the Company's business dynamics, global business and social perspective, educational and professional background and personal achievements. The Company has a credible and transparent framework in determining and accounting for the remuneration of the Managing Director / Whole Time Directors (MD/WTDs), Key Managerial Personnel(s) (KMPs) and Senior Management Personnel(s) (SMPs). Their remuneration are governed by the external competitive environment, track record, potential, individual performance and performance of the company as well as industry standards. PARTICULRS OF EMPLOYEES There is no employee whose remuneration exceeds the prescribed limit and hence no disclosure is required DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement under the Companies Act 2013, with respect to Directors' Responsibility Statement on the basis of the information made available to the Directors, it is hereby confirmed: i) That in the preparation of the accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed and that there are no material departures. ii) That the selected accounting policies were applied consistently and the Directors 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 period and of the profit or loss of the Company for the period under review; iii) proper and sufficient care have been taken 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. iv) the annual accounts have been prepared on a going concern basis; v) the internal financial controls have been laid down and such internal financial controls are adequate and are operating effectively; and vi) the Company has adequate internal systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. INTERNAL CONTROL SYSTEM The company has a proper and adequate system of internal controls to ensure that all assets are safeguarded, and protected against loss from unauthorized use or disposition, and that transactions are authorized, recorded and reported correctly. The Internal Audit of the Company is conducted by an Independent Chartered Accountant Firm. The findings of the Internal Audit and the Action Taken Report on the Internal Audit are placed before the Audit Committee which reviews the audit findings, steps taken and the adequacy of Internal Control System. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGNEXCHANGE EARNINGS AND OUTGOINGS The Company is not engaged in any manufacturing activities, therefore there is no information to submit in respect of conservation of energy and technology absorption. The Company has no foreign exchange earning and outgoing during the year. DIRECTORS Sri Sanwarmal Agarwal retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. has expressed his unwillingness to his re-appointment. STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6): The independent Director has submitted the declaration of independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that he meet the criteria of independence as provided in Sub Section (6). The Independent Director has confirmed and declared that he is not dis-qualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Director fulfils all the conditions specified in the Companies Act, 2013 making him eligible to act as independent Director. AUDITORS At the Annual General Meeting, members are requested to appoint Auditors for the current financial year and to fix their remuneration. AUDITORS' REPORT The Statutory Auditors of the Company have submitted Auditors' Report on the accounts of the Company for the accounting year ended March 31, 2015. The notes on financial statements referred to in the auditor's report are self -explanatory and do not call for any further comments. The auditor's report does not contain any qualification, reservation or adverse remark. SECRETARIAL AUDIT REPORT The Board of Directors of the Company has appointed Shri Manoj Shaw & Co., Practicing Company Secretary, as "Secretarial Auditor" of the Company to conduct Secretarial Audit for the financial year ended March 31, 2015, pursuant to the provisions of Section 204 (1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. A Secretarial Audit Report submitted by M/s Manoj Shaw & Co., (Company Secretaries) is annexed here with as Annexure A. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. DISCLOSURES UNDER THE COMPANIES ACT, 2013 i) EXTRACT OF ANNUAL RETURN U/S 92(3) The details forming part of the extract of the Annual return in Form MGT-9 is enclosed in Annexure B ii) NUMBER OF BOARD MEETINGS The Board of Directors met 5 times in the financial year ended 31st March, 2015. The details of the Board meeting and the attendance of the Directors are enclosed herewith as per annexure. iii) RELATED PARTY TRANSACTIONS All the related party transactions are entered on arm's length basis and are in compliance with the applicable provisions of the Act. There are no materially significant related party transactions made by the Company with promoters, directors or key managerial personnel etc. which might have potential conflict with the interest of the Company at large. iv) COMPOSITION OF AUDIT COMMITTEE The Board has constituted the Audit Committee, comprising a Director and an Independent Director as the members. All the recommendations made by the Audit Committee were accepted by the Board. v) VIGIL MECHANISM In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism for directors and employees to report genuine concerns has been established.CFO is compliance officer for VIGIL MECHANISM. vi) There were no material changes and commitments affecting the financial position of the Company occurring between 31st March, 2015 and the date of this Report. vii) There is no change in the business of the Company. viii) There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company's operation in future. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. APPRECIATION The Directors wish to place on record their appreciation of the valuable support given by our clients, Bankers &shareholders. For and on behalf of the Board Suman Agarwal(Director) Sanwarmal Agarwal (Director) Manoj Shaw & Co Company Secretaries Place : Kolkata Dated : 31st July, 2015 |