Mar 31, 2015
The Directors have pleasure in presenting the 36th Annual Report along with the Audited Statement of Accounts of the Company for the financial year ended 31st March, 2015.
FINANCIAL PERFORMANCE (Amount in Rs. Lacs)
31st March, 2015 31st March, 2014
Profit before tax 9.05 3.75
Less: Tax Expense 3,01 (0.66)
Profit after tax 6.04 4.41
Add: Balance brought forward from previous year 24.54 21.01
Balance available for appropriation 30.58 25.42
Transfer to Statutory Reserve u/s 45IC of RBI Act 1.1 0.88
Balance carried to Balance Sheet 2.37 24.54
With a view to conserve resources for growth of Company, the Board recommends no dividend for the year ended 31st March, 2015.
TRANSFER TO RESERVE
The Company did not transfer any amount to General Reserve during the year.
The Company is registered with Reserve Bank of India as a Non-Deposit taking Non-Banking Financial Company. The Company has neither invited nor accepted/renewed any deposits from the public within the meaning of Chapter V of Companies Act, 2013 or extant regulations of the Reserve Bank of India during the year under review.
During the year, there has been no change in the capital base of the Company, which comprises of 75,00,000 Equity Shares ofRs.l0/-each.
CHANGE IN NATURE OF THE BUSINESS
There has been no change in the nature of business of the Company during the year.
STATUTORY & LEGAL MATTERS
There has been no significant and/or material order(s) passed by any Regulators/Courts/Tribunals impacting the going concern status and the Company's operations in future.
In terms of Section 149 and 152 of the Companies Act, 2013, Mr. Manoj Chetani (DIN-02935980), is proposed to be appointed as Independent Director of the Company at the ensuing Annual General Meeting. The Company has received notice from a member along with requisite deposit under section 160 of the Companies Act, 2013 proposing Mr. Manoj Kumar Chetani for the office of Independent Director.
A brief resume of the Directors being appointed, nature of the expertise in specific functional areas, names of companies in which he holds directorship and membership/chairmanship of Board Committees, shareholding and relationships between directors as stipulated under clause 49 of the Listing Agreement with the stock exchanges, is provided in Notice of the Annual General Meeting.
The Board of Directors of the Company recommends the appointment.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134(3) (c) of the Companies Act, 2013, it is hereby confirmed that:
a) In the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with the proper explanation relating to material departures;
b) The Directors had selected such accounting policies as mentioned in the Notes to Financial Statements and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2015 and of the profit of the Company for the year ended on that date;
c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of Company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the Accounts for the financial year ended 31st March, 2015 on 'going concern' basis;
e) 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; and
f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the necessary declaration from each Independent Director of the Company under section 149(7) of Companies Act, 2013 that they meet the criteria of Independence as laid down under the provisions of sub-section (6) of section 149 of the Companies Act, 2013.
AUDITORS AND AUDITORS REPORT
(A) Statutory Auditors:
M/s. V. Goyal & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the 38th Annual General Meeting, to be scheduled in 2017. They have confirmed their eligibility under the Act and that they are not disqualified to act as Auditors of the Company. Their appointment is subject to ratification by the members at the Annual General Meeting.
The observations made by the auditor's in the Auditors' Report are self explanatory and do not contain any qualification or any adverse remarks and, therefore need no further clarifications or any further explanations as required under sub- section (3) of section 134 of Companies Act, 2013.
(B) Secretarial Auditor:
The Board has appointed Mr. Arun Kumar Jaiswal, Practising Company Secretary to hold the office of the Secretarial Auditor and to conduct the Secretarial Audit and prepare the Secretarial Auditors' Report in pursuant to sub-section (1) of section 204 of Companies Act, 2013 and Rules made there under for the financial year 2014-15.
The report is self explanatory and do not contain any reservation, qualification or adverse remarks. The Secretarial Auditors' Report is annexed to this report as Annexure-A.
MEETINGS OF THE BOARD
Four meetings of the Board of Directors were held during the year. The details of various Board Meetings are provided in the Corporate Governance Report of this Annual Report.
Your Company has been consistently complying with the various regulations of Securities and Exchange Board of India (SEBI), including regulations on Corporate Governance, which is enumerated under Clause 49 of the Listing Agreement. Pursuant to the said SEBI regulations, a separate section titled Corporate Governance Report is being furnished. Further your Company's Statutory Auditors M/s. V. Goyal & Associates, Chartered Accountants, have examined compliance of the aforesaid Corporate Governance Guidelines and issued a Certificate, which is annexed to this Report.
The Company has adopted a code of conduct applicable to the Board and senior management. The Company is committed to maximize the value of its stakeholders by adopting the principles of good Corporate Governance in line with the provisions of law and in particular those stipulated in Listing Agreement with the Stock Exchanges.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The management discussion and analysis report for the year under review as stipulated under clause 49 of the listing agreement with the stock exchanges is presented, in a separate section forming part of the Annual Report.
LISTED WITH STOCK EXCHANGES
The Company's share continues to remain listed with the Calcutta Stock Exchange Ltd and the Company's shares have also been listed with the BSE Ltd. The Company has paid the annual listing fees for the year 2015-16 to both the Stock Exchanges.
MATERIALS CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position of the Company, which have occurred since 31st March, 2015, being the end of the financial year of the Company.
INTERNAL CONTROL SYSTEMS
The Company's auditors have confirmed that the Company has proper and adequate internal control systems commensurate with its size and nature of operations to provide reasonable assurance that all assets are safeguarded, transactions are authorized, recorded and reported properly and that all applicable statutes and corporate policies are duly complied with.
In terms of the provision of Section 197(12) of the Act read with Rules 5(1) of the (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of the managerial personnel of the company is attached here as Annexure-B
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
There are no employees who are in receipt of remuneration in excess of the limit specified under section 134(3)(q) read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
(A) Conservation of Energy : NA
(B) Technology Absorption : NA
(C) Foreign Exchange Earnings and Outgo:
The details of Foreign Exchange transactions are as below : Foreign Exchange Earnings : Rs. Nil Foreign Exchange Outgo : Rs. Nil
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Details of materially significant related party transactions that are the transactions of a material nature between the Company and the Promoters, Management, Directors or their relatives etc. are disclosed in the Note No.22 (B) of the Financial Statements in compliance with the Accounting Standard relating to "Related Party Disclosures".
There are no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which may have a potential conflict with the interest of the Company.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT 9 is annexed to this report as Annexure-C.
RISK MANAGEMENT POLICY
As required under Clause 49 of the Listing Agreement, the Company has established a well documented and robust risk management framework. Under this framework, risks are identified across all business process of the Company on a continuous basis. Once identified, these risks are classified as strategic risk, business risk or reporting risk. Strategic risk is those which are associated with the long term interests of the Company. Reporting risk is associated with incorrect or un- timely financial and non- financial reporting.
The Audit Committee of the Board of Directors review the Risk Management Strategy of the Company to ensure effectiveness of the Risk Management policy and procedures. Board of Directors of the Company is regularly apprised on the key risk assessment areas and a mitigation mechanism is recommended.
During the year, the Board has reviewed the risk assessment and a risk minimization procedure commensurate to the risks has been adopted and is in place.
In accordance with Section 177(9) and 177(10) of the Companies Act, 2013 and clause 49(II)(F) of the Listing Agreement, the Company has established a Vigil Mechanism/Whistle Blower Policy. The policy is available at Company's website.
EVALUATION OF BOARD S PERFORMANCE
The Company has formulated the criteria for the evaluation of the performance of Board of Directors, Independent Directors, Non-Independent Directors and the Chairman of the Board. Based on that performance evaluation has been undertaken. The Independent Directors of the Company have also convened a separate meeting for this purpose. All the results and evaluation has been communicated to the Chairman of the Board of Directors. All Directors of the Board are familiar with the business of the Company.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF 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 Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under this policy.
The following is the summary of the complaints received and disposed off during the Financial Year 2014-15 :
a) No. of complaints received : NIL
b) No. of complaints disposed off : NIL
Your Directors wish to place on record their appreciation for continued guidance and co-operation received from the various stakeholders including financial institutions and banks, regulators, governmental authorities and other business associates, who have extended their valuable support and encouragement during the year under review.
For and on behalf of the Board
Place : Kolkata MANOJ SETHIA
Dated : 28th August, 2015 Chairman