Director's Report For The Financial Year 2014-15 Dear Members, 1. Your 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. 2. Dividend Your Directors have not recommended any dividend 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. Reserve Your Directors have proposed to transfer a sum of Rs 8,500/- to the Statutory Reserve Fund as per the guideline prescribed by the Reserve Bank of India, being a Non-Banking Financial Company. 5. Share Transfer system and Registers & Share Transfer Agents During the year under review, the Company has connectivity with both Depositories, namely NSDL and CDSL (ISIN No: INE114O01012). The Company has appointed M/s Maheswari Datamatics Private Limited at 6, Mango Lane, 2nd Floor, Kolkata-700001 as Registrar and Share Transfer Agent to facilitate shares transfer job to its members. Members are requested to send their requests for share transfer, split, issue of duplicate shares etc to RTA or secretarial department of the Company at its registered office. 6. Listing on Stock Exchange The Company's Equity Shares are listed on the The Calcutta Stock Exchange. The Equity Shares of the Company are also listed on the Bombay Stock Exchange w.e.f 12th June, 2014 (Scrip Code: 538451). The Company has paid Listing Fee up-to date. 7. Brief description of the Company's working during the year/State of Company's affair. The Company being an Investment and Finance Company presently invests to acquire, sell, transfer, subscribe for, hold and otherwise deal in and invest in any shares, bonds, stocks issued or guaranteed by any Company and also provide financial assistance by way of private financing to the identified groups. The business of the Company largely depends on the consumers spending power. 8. Change in the nature of business, if any The company has not changed its nature of business during the current financial year. 9. Post 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. 10. Details in respect of adequacy of internal 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. 11. Deposits The company has neither accepted nor renewed any deposits during the year, covered under Chapter V of the Act. 12. Statutory Auditors M/s. M.K. Maroti & Associates, Chartered Accountant, Statutory Auditors of the Company, retires at the conclusion of this ensuing Annual General Meeting and is eligible for reappointment and proposed to be re-appointed at the ensuing Annual General Meeting for a term of Five years i.e from the conclusion of this Annual General meeting till the conclusion of 40th Annual General Meeting of the Company subject to ratification at each and every Annual General Meeting. Pursuant to 139 of the Companies Act, 2013, they have furnished a Certificate regarding their eligibility for appointment as Auditors. Your Directors are recommending their name for re-appointment. 13. Appointment of Whole-time Company Secretary The Board of Directors of the Company at their meeting held on 13th February, 2015 appointed Mr Anand Chandak as Company Secretary of the company w.e.f 13th February, 2015 14. Auditors' Report The observations made by the Auditors are self- explanatory and do not require any further clarification. Further, the explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report shall be given. 15. Share Capital Issue of equity shares with differential rights Your 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. 16. 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. 17. Conservation of energy, Technology absorption and Foreign exchange earnings and Outgo The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure of particulars of conservation 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. 18. 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. 19. Directors: A) Declaration by Independent Director(s) and re-appointment Mr. Suman Pal, Independent Directors of the Company have confirmed that they fulfilled all the conditions of the Independent Directorship as laid down in sub-section (6) of Section 149 of the Companies Act, 2013 and the rules made there under and the same have been noted by the Board. B) 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 chairman of the company taking into account the views of the Executive Directors and Non- Executive Directors, assessing the quality, quantity and timeliness of flow of information between the company management and the Board and also to review the overall performance of the Board. The meeting of the company was held on 13/02/2015, wherein the performance of the Board as a whole was evaluated. 20. Number of meetings of the Board of Directors Five Meetings of the Board of Directors were held during the financial year 2014-15. These were held on the following dates: i) 15/05/2014, ii) 30/05/2014, iii) 12/08/2014, iii) 14/11/2014, iv) 13/02/2015 21. Particulars of Loans, Guarantee or Investment There are no Loans, guarantee or Investment as per Section 186 of the Companies Act, 2013 22. Audit Committee and its Composition The Audit Committee of the Company reviews the report to be submitted with the Board of Directors with respect to auditing and accounting matters. It also overviews the Company's internal control and financial reporting process. 23. 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. 24. 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. 25. 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 Vigil mechanism (Whistle Blower Policy) 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 12/08/2014 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. 26. 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. 27. 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. 28. Managerial Remuneration: The Company earned minimal profit during the year so the Company has not provided any Managerial Remuneration to the Directors. 29. Secretarial Audit Report CS Manjula Poddar, Practising Company Secretary [C.P.No, 11252], is appointed as the Secretarial Auditor of the company. There is no qualification, reservation or adverse remark or disclaimer made by the company secretary in the secretarial audit report. The Secretarial Audit Report is attach in this report as Form MR- 3 31. Corporate Governance Certificate & Management Discussion and Analysis Report The Corporate Governance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement and the Management Discussion and Analysis Report has been annexed with the report. 32. Risk management policy The company does not have any Risk Management Policy as the elements of risk threatening the Company's existence are very minimal. 33. 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 j) 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. 34. 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 Rakesh Kumar Mishra Managing Director DIN: 00558379 Dilip Kumar Shaw Director DIN: 02880928 Place: Kolkata Date: 30/05/2015 |