DIRECTORS’ REPORT To The Members, 1. Your Directors have pleasure in presenting the Annual Report of the Company together with Audited Accounts for the year ended on 31st March, 2015. 2. Future Performance: (0.01) (4.12) 0.00 (6.00) In the year under review, the Company has made Net Profit after tax of Rs. 1,89,520/- adjusted with accumulated loss carried forwarded from past years. Your Directors are identifying prospective areas and will make appropriate investments that will maximise the revenue of the company in the current Financial Year. 3. Dividend: In view of the accumulated loss carried forwarded from past years and after adjustments for the current year's profit, the Board regrets its inability to recommend any dividend to equity shareholders for the year. 4. Share capital The paid-up equity capital as on March 31, 2015 was Rs. 82,00,000/-. The Company has not issued shares with differential voting rights nor granted stock options no sweat equity. Statutory Audit: The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013. M/s. Maroti & Associates, Chartered Accountants, (Firm Registration Number 322770E) be and are hereby reappointed as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting for term of consecutive two years till conclusion of the 2nd next Annual General Meeting after this Annual General Meeting (subject to ratification of the appointment by the members at every Annual General Meeting held after this Annual General Meeting) during the term of their appointment. They have confirmed their eligibility and willingness for appointment as Statutory Auditors for the aforesaid period, as per Section 141 of the Companies Act, 2013. The Board of Directors recommends their appointment to the shareholders. Secretarial Audit: As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. P. Doleswar Rao, Company Secretaries in practice (C.P. No. 14385) to undertake the Secretarial Audit of the Company. The Secretarial Audit report for the financial year ended 31st March, 2015 is annexed herewith as "Annexure A" to this report. The observation of Secretarial Auditor are clarified as under : a) We endeavored to appoint Chief Financial Officer and in due course would appoint eligible candidate. b) The company has adopted new Articles of Association in conformity with the Companies Act, 2013 and would file e-form MGT-14 in due course. c) The Company has appointed Internal Auditor pursuant to Section 138 of the Companies Act, 2013 and would file e-form MGT-14 in due course. 6. Directors: Mr. Kailash Chandra Sharma (DIN: 00081202) who retires by rotation and being eligible, offers themselves for re-appointment. 7. Compliance under Clause 49 : Corporate Governance And Management Discussion & Analysis Report: As required under clause 49 of the listing agreement with the Stock Exchange, the Report on Corporate Governance together with Auditors view and management discussion & analysis report regarding compliance of the SEBI code of Corporate Governance is annexed herewith. 8. Acceptance of Deposit : Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. 9. Loans, Guarantee or Investments : The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by company is given in the notes to the financial statements. 10. Internal Control System : The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board and to maintain its objectivity and independence, the Audit Committee reports to the Chairman of the Audit Committee and & to the Board Chairman & Managing Director. 11. Board of Directors performance evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Stakeholders Relation, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. 12. Remunerations Policy : The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. 13. Board of Committee Meetings A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 11 (Eleven) meeting of the Board of directors was held and the details of which are given in the Corporate Governance Report annexed hereto. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. 14. Related Party Transactions : All related party transactions that were entered into during the financial year were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. 15. Directors' Responsibility Statement: Pursuant to the requirement of clause c of sub-section 1 and sub section 5 of section 134 of the Companies Act, 2013 ('the Act') and corresponding to the section 217 (2AA) of the Companies Act, 1956 and based on the representations received from the operating management, the Directors hereby confirm that: i. In preparation of the annual accounts, the applicable Accounting Standards have been followed. ii. The Directors have selected such accounting policies and have 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. iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv.The Directors have prepared the annual accounts on going concern basis. v.The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. vi. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. 16. Subsidiary Companies: The Company does not have any subsidiary, hence the compliance of provisions of section 212 of the Companies Act, 1956 are not applicable. 17. Code of Conduct : The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been posted on the Company's website. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard. 18. Vigil Mechanism The Company has a vigil mechanism to deal with issuance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The vigil mechanism ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. The Chairman of Audit and Chairman of the Board looks into the complaints raised. 19. Prevention of Insider Trading : The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code. 20. Extract of Annual Return: The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure - B". 21. Particulars of Employees: iv. The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. If any member is interested in inspecting the same, such member may write to the company secretary in advance in terms of Section 136 ofthe Act. Your Directors place on record the sense of appreciation for the valuable contribution made by the staff members of the company and hope that their continued support will help in achieving the goals of the Company. No employee of the company is in receipt of remuneration in excess of limit prescribed Act. 23. Listing at BSE Ltd.: Your directors are pleased to inform you that entire equity share of your company had been listed on BSE Ltd at the end of the last quarter of the Financial Year 2014-15 providing ready marketability of securities on a continuous basis adding prestige and importance to the company. This will increase your company's credential. This is a step towards our ambition to build a more diversified product profile targeting disparate risk appetites. The company can also raise additional funds from the public through the new issue market with a greater degree of assurance. The new funds sought to be raised break new ground for the Company and are steps towards our ambition to build a more global fund house. 24. Statutory Information: Particulars required to be furnished by the companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988: 1. CONSERVATION OF ENERGY 2. TECHNOLOGY ABSORPTION & ADOPTION 3. FOREIGN EXCHANGE EARNING & OUTGO Nil Nil Nil 25. Acknowledgements: The Board wishes to place on record their gratitude for the co-operation and assistance received from all those who contributed bysome means or other for the performance of the company and expect the same in the future. For and on behalf of the Board Kailash Chandra Sharma Director(DIN :: 00081202) Navin Chandra Sharma Managing Director (DIN :: 00081104) Place : Kolkata Date : 25th day of May, 2015 |