Mar 31, 2016
DIRECTORS'' REPORT TO THE MEMBERS
The Directors have pleasure in presenting their Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2016.
1. FINANCIAL RESULTS: (Rs. in Lacs)
Particulars |
March 31, 2016 |
March 31, 2015 |
Revenue from Operations |
112.84 |
51.62 |
Other Income |
0.12 |
0.01 |
Total |
112.96 |
51.63 |
Profit before depreciation & taxation& exceptional item |
25.41 |
13.46 |
Less: Depreciation |
Nil |
Nil |
Add : exceptional Item |
Nil |
Nil |
Profit Before Tax |
25.41 |
13.46 |
Less: Provision for taxation |
4.84 |
2.57 |
Add: Prior period adjustment |
Nil |
Nil |
Profit after taxation |
20.57 |
10.89 |
Add: Balance brought forward from previous year |
(167.74) |
(176.60) |
Less : Fixed Assets Written Off |
Nil |
Nil |
Less : Provision for Standard Assets |
(0.06) |
(2.03) |
Surplus available for appropriation |
Nil |
Nil |
Balance carried to Balance sheet |
(147.24) |
(167.74) |
Due to the accumulated loss in the balance Sheet, the company proposes to retain the Balance in the profit and loss account without any making any appropriation.
OPERATIONAL REVIEW:
During the year under review the turnover inclined to 112.96 Lacs in comparison to that of the previous year 51.63 Lacs . Profit before depreciation and taxation was Rs. 25.41 lacs against Rs. 13.46 Lacs in the previous year. After providing for taxation of Rs. 4.84 Lacs & Rs 2.57 Lacs respectively, the net profit of the Company for the year under review after considering income from exceptional item was placed at Rs. 20.57 Lacs as against Rs. 10.89, lacs in the previous year.
DIVIDEND:
In view of Accumulated Loss in the Balance Sheet your directors do not recommend any dividend for the year under operation.
SHARE CAPITAL:
The paid up equity capital as on March 31, 2016 was Rs 2420.97 Lakhs. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on 31ST March, 2016 none of the Directors hold any instrument convertible into equity shares of the company .
The company has sub-divided the face value of its share from Rs.10/- per Share to Re. 1/- per share with effect from 02nd December, 2016.
FINANCE:
Cash and cash equivalents as at March 31, 2016 was Rs. 26.22 lakhs. The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.
FIXED DEPOSITS:
The Company being a Non Banking Financial Corporation (NBFC) has not accepted deposits and as such no amount on account of principal or interest on Public Deposits was outstanding as on the date of Balance Sheet.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Being a NBFC Company Section 186 of Companies Act, 2013 is not applicable to the Company.
The details of the investments made by company is given in the notes to the financial statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee in consultation with the Statutory Auditor of the Company. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.
The Internal Auditor 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.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Your Company does not have the requisite Net Worth nor has it achieved the requisite turnover nor it has the requisite net profit for the year for triggering the implementation of "corporate social responsibility" (CSR ) .
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:
Your Company is a Non Banking Finance Company hence information regarding disclosure of conservation of energy is not applicable to it. However as a part of national interest it ensures that energy consumption is kept at minimum.
There are no technology involved as the Company is a Non Banking Finance Company.
FOREIGN EXCHANGE EARNINGS AND OUT-GO :
During the period under review the Company has NIL foreign exchange earnings/foreign exchange out flow.
INDUSTRIAL RELATIONS:
During the year under review, your Company enjoyed cordial relationship with employees at all levels.
DIRECTORS:
For the Financial Year under review Mr. Sujit Kumar Panda (DIN: 06873319) is liable to retire by rotation.
Mrs. Anushri Pal was appointed as the Woman Director on the Board of the Company on 21st July, 2015, whose appointment was regularized in the Annual general Meeting held on 30th September, 2015.
Based on the Confirmation received none of the Director of the Company is disqualified for appointment under the applicable provisions of the Companies Act , 2013 .
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement and applicable regulations of new Listing Agreement.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement and applicable regulations of new 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, Appointment & Remuneration Committees.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & 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.
MEETINGS
A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Six (6) Board Meetings and Four (4) Audit Committee & Stakeholder Relationship Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
DIRECTOR''S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:
i) In the preparation of the annual accounts, the applicable accounting standards have been followed.
ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.
iii) 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.
iv) The directors have prepared the annual accounts on a 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.
RELATED PARTY TRANSACTIONS:
All Related party transactions that were entered into during the financial year were on an arms length basis and in the ordinary course of business. There are no material significant related party transactions made by the Company during the year that would have required shareholder approval under applicable clauses and regulations of the Listing Agreement. All related party transactions are reported to the Audit Committee. Prior approval of the Audit Committee is obtained on a yearly basis for the transactions which are planned and/ or repetitive in nature and omnibus approvals are taken within limits laid down for unforeseen transactions. The disclosure under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.
The details of the transactions with related parties during 2015-16 are provided in the accompanying financial statements.
None of the Directors had any pecuniary relationship or transactions with the Company during the year under review.
SUBSIDIARY COMPANIES:
The Company does not have any subsidiary.
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 Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. 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 dealings 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 behavior 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.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism to deal with instance 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 the respected companies in Corporate World, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.
The Company has a Framed a Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy 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.
A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.
PREVENTION OF INSIDER TRADING:
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 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 Board is responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with the Code.
AUDITOR''S REPORT/ SECRETARIAL AUDIT REPORT:
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.
As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Certain observations made in the report. However, the company would ensure in future that all the provisions are complied to the fullest extent.
AUDITORS:
Pursuant to the Provisions of SEC 139 of the Companies Act 2013 and the rules made there under, Auditors C. Ghatak & Co., Chartered Accountants, Kolkata were appointed as statutory auditors of the Company from the conclusion of the annual general meeting (AGM) of the Company held on September 29th 2016 till the conclusion of the annual general meeting (AGM) of the Company to be held in the year 2017.
SECRETARIAL AUDIT:
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 Chetna Gupta & Associates a firm of company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure A"
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as " Annexure B".
BUSINESS RISK MANAGEMENT:
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & the SEBI listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.
At present the company has not identified any element of risk which may threaten the existence of the company.
DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace.
PARTICULARS OF EMPLOYEES: (Rule 5(2) & Rule 5(1)
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. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.
a. The ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year
NON EXECUTIVE DIRECTORS |
RATIO TO MEDIAN REMUNERATION |
Mr. Sandip Kumar Bej |
-- |
Mr. Radha Kant Tiwari |
-- |
Mr. Sujit Kumar Panja |
-- |
EXECUTIVE DIRECTOR |
|
Mr. Sagarmal Nahata |
1.45 |
b. The Percentage increase in remuneration of each Director , chief executive officer , chief financial officer , company secretary in the company .
Director , chief executive officer , chief financial officer and company secretary |
% increase in remuneration in the financial year |
There was no increase in the remuneration of Director , chief financial officer and company secretary. They were paid the salary last drawn by them during the F |
chief executive officer , Y 14-15 |
c. The Percentage increase in the remuneration of employees in the financial year
The percentage increase in the remuneration of employees in the financial year: 25%
d. The Number of permanent employees in the rolls of the Company other than KMP is 14. The Employees has joined the company during the FY 1516 is still under probation period, they are not considered as the permanent employees for the FY 15-16.
e. The explanation on the relationship between average increase in remuneration and company performances :
On an average the employees received an annual increase of 10% in India. The increase in remuneration will be in line with the market trend . In order to ensure that remuneration reflects company performance, the performance pay is also linked to organization performance, apart from an individual''s performance.
f. Comparison of remuneration of the key managerial personnel against the performance of the company
|
Sagarmal Nahata (Managing Director ) |
Sonia Jain (Company Secretary ) |
REMUNERATION IN FY 15-16 ( RS IN LACS ) |
2.75 |
0.80 |
REVENUE |
112.96 |
|
REMUNERATION AS A % OF REVENUE |
2.43 |
0.70 |
PROFIT BEFORE TAX ( PBT ) ( RS IN LACS ) |
25.41 |
|
REMUNERATION AS % OF PBT |
10.82 |
3.15 |
g. Variation in the market capitalization of the Company , price earnings ratio as at the closing date of the current financial year and previous financial year
Financial Year |
Market Capitalization |
P/E Ratio |
14-15 |
174.31 Cr |
16.00 |
15-16 |
204.81 Cr |
8.46 |
h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer
The Company Share has been increased 716% since the Company came out with last public offer
i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration :
There was a increase of 25% in the employees remuneration for the year There was no Increase in managerial remuneration for the year.
j. Comparison of each remuneration of the managerial personnel against the performance of the company
|
Mr. Sagarmal Nahata ( Managing Director ) |
REMUNERATION IN FY 15-16 ( RS IN LACS ) |
2.75 |
REVENUE |
112.96 |
REMUNERATION AS A % OF REVENUE |
2.43 |
PROFIT BEFORE TAX ( PBT ) ( RS IN LACS ) |
25.41 |
REMUNERATION AS % OF PBT |
10.82 |
k. The key parameters for any variable component of remuneration availed by the Directors
Apart from remuneration paid to the executive directors no remuneration is paid to the non executive directors of the company .
l. The ratio of remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year NONE
m. Affirmation that the remuneration is as per the remuneration policy of the company
The Company affirms remuneration is as per the remuneration policy of the company.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement & SEBI (Listing Obligations and disclosure Requirement) Regulation, 2015 ACKNOWLEDGEMENTS:
Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.
30th, May, 2016 For and on behalf of the
Board of Directors
Sagarmal Nahata
Managing Director
Mar 31, 2015
The Directors have pleasure in presenting their Annual Report together
with the Audited Accounts of the Company for the Year ended March 31,
2015.
1. FINANCIAL RESULTS: (Rs. in Lacs)
Particulars March 31, March 31,
2015 2014
Revenue from Operations 51.62 19.33
Other Income 0.01 0.03
Total 51.63 19.36
Profit before depreciation & taxation & 13.46 6.28
exceptional item
Less: Depreciation Nil Nil
Add : exceptional Item Nil Nil
Profit Before Tax 13.46 6.28
Less: Provision for taxation 2.57 1.94
Add: Prior period adjustment Nil Nil
Profit after taxation 10.89 4.34
Add: Balance brought forward from (176.60) (180.10)
previous year
Less : Fixed Assets Written Off Nil Nil
Less : Provision for Standard Assets (2.03) (1.22)
Surplus available for appropriation Nil 0.38
Balance carried to Balance sheet (167.74) (176.60)
Due to the accumulated loss in the balance Sheet, the company proposes
to retain the Balance in the profit and loss account without any making
any appropriation.
OPERATIONAL REVIEW:
During the year under review the turnover inclined to 51.63 Lacs in
comparison to that of the previous year 19.36 Lacs . Profit before
depreciation and taxation was Rs. 13.46 lacs against Rs. 6.28 Lacs in
the previous year. After providing for taxation of Rs. 2.57 Lacs & Rs
1.94 Lacs respectively, the net profit of the Company for the year
under review after considering income from exceptional item was placed
at Rs. 10.89 Lacs as against Rs. 4.34, lacs in the previous year.
The Company got listed with the Bombay Stock Exchange (BSE) on 02nd
May, 2014.
DIVIDEND:
In view of Accumulated Loss in the Balance Sheet your directors do not
recommend any dividend for the year under operation.
SHARE CAPITAL:
The paid up equity capital as on March 31, 2015 was Rs 2420.97 Lakhs.
The company has not issued shares with differential voting rights nor
granted stock options nor sweat equity. As on 31ST March, 2015 none of
the Directors hold any instrument convertible into equity shares of the
company .
FINANCE:
Cash and cash equivalents as at March 31, 2015 was Rs. 21.93 lakhs. The
company continues to focus on judicious management of its working
capital, Receivables, inventories and other working capital parameters
were kept under strict check through continuous monitoring.
FIXED DEPOSITS:
The Company being a Non Banking Financial Corporation (NBFC) has not
accepted deposits and as such no amount on account of principal or
interest on Public Deposits was outstanding as on the date of Balance
Sheet.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Being a NBFC Company Section 186 of Companies Act, 2013 is not
applicable to the Company.
The details of the investments made by company is given in the notes to
the financial statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit function is defined by the Audit Committee in
consultation with the Statutory Auditor of the Company. To maintain its
objectivity and independence, the Internal Audit function reports to
the Chairman of the Audit Committee of the Board & to the Chairman &
Managing Director.
The Internal Auditor 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.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Your Company does not have the requisite Net Worth nor has it achieved
the requisite turnover nor it has the requisite net profit for the year
for triggering the implementation of "corporate social responsibility"
(CSR ) .
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:
Your Company is a Non Banking Finance Company hence information
regarding disclosure of conservation of energy is not applicable to it.
However as a part of national interest it ensures that energy
consumption is kept at minimum.
There are no technology involved as the Company is a Non Banking
Finance Company.
FOREIGN EXCHANGE EARNINGS AND OUT-GO :
During the period under review the Company has NIL foreign exchange
earnings/foreign exchange out flow.
INDUSTRIAL RELATIONS:
During the year under review, your Company enjoyed cordial relationship
with employees at all levels.
DIRECTORS:
For the Financial Year under review the Company has no Director who is
liable to retire by rotation.
Mr. Sagarmal Nahata has been appointed as the Managing Director of the
Company for period of 3 Years from 01St April, 2015. The Board of
Directors have on the recommendation of the Nomination and Remuneration
Committee appointed Mr. Sagarmal Nahata as Managing Director.
Mr. Sujit Kumar Panda appointed as the Director of the Company on 15th
December, 2014, whose appointment will be regularize in the Annual
general Meeting. The Nomination and Remuneration Committee has given
their approval for his appointment.
Mrs. Kanak Nahata who was appointed in the Board as Woman Director
resigned from the Board on 15th December, 2014 on the ground of her
health. The Company is in search of suitable woman director to fill the
vacancy caused by Mrs. Kanak Nahata resignation.
Based on the Confirmation received none of the Director of the Company
is disqualified for appointment under the applicable provisions of the
Companies Act , 2013 .
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent
director under Section 149(7) of the Companies Act, 2013, that he meets
the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
BOARD 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, Appointment & Remuneration Committees.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & 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.
MEETINGS
A calendar of Meetings is prepared and circulated in advance to the
Directors.
During the year Six (6) Board Meetings and Four (4) Audit Committee
Meetings were convened and held. The details of which are given in the
Corporate Governance Report. The intervening gap between the Meetings
was within the period prescribed under the Companies Act, 2013.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013, the directors
would like to state that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed.
ii) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 or
loss of the Company for the year under review.
iii) 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.
iv) The directors have prepared the annual accounts on a 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.
RELATED PARTY TRANSACTIONS:
All Related party transactions that were entered into during the
financial year were on an arms length basis and in the ordinary course
of business. There are no material significant related party
transactions made by the Company during the year that would have
required shareholder approval under Clause 49 of the Listing Agreement.
All related party transactions are reported to the Audit Committee.
Prior approval of the Audit Committee is obtained on a yearly basis for
the transactions which are planned and/ or repetitive in nature and
omnibus approvals are taken within limits laid down for unforeseen
transactions. The disclosure under Section 134(3)(h) of the Companies
Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014
is not applicable.
The details of the transactions with related parties during 2014-15 are
provided in the accompanying financial statements.
None of the Directors had any pecuniary relationship or transactions
with the Company during the year under review.
SUBSIDIARY COMPANIES:
The Company does not have any subsidiary.
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 Company believes
in "Zero Tolerance" against bribery, corruption and unethical dealings
/ behaviors of any form and the Board has laid down the directives to
counter such acts. The code laid down by the Board is known as "code of
business conduct" which forms an Appendix to the Code. 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 dealings 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
behavior 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.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Risk Management Policy to deal
with instance 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 the respected companies in Corporate World, the Company
is committed to the high standards of Corporate Governance and
stakeholder responsibility. The Company has a Framed a Risk and
Management Policy to deal with instances of fraud and mismanagement, if
any. The FRM Policy 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. A high level
Committee has been constituted which looks into the complaints raised.
The Committee reports to the Audit Committee and the Board.
PREVENTION OF INSIDER TRADING:
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 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 Board is responsible for implementation
of the Code.
All Board Directors and the designated employees have confirmed
compliance with the Code.
AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:
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.
As required under section 204 (1) of the Companies Act, 2013 the
Company has obtained a secretarial audit report. Certain observations
made in the report. However, the company would ensure in future that
all the provisions are complied to the fullest extent.
AUDITORS:
Pursuant to the Provisions of SEC 139 of the Companies Act 2013 and the
rules made there under, Auditors C. Ghatak & Co., Chartered
Accountants, Kolkata were appointed as statutory auditors of the
Company from the conclusion of the annual general meeting (AGM) of the
Company held on September 29TH 2014 till the conclusion of the annual
general meeting (AGM) of the Company to be held in the year 2015.
SECRETARIAL AUDIT:
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 Chetna Gupta & Associates a firm
of company Secretaries in practice to undertake the Secretarial Audit
of the Company. The Secretarial Audit report is annexed herewith as
"Annexure A"
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as " Annexure B".
BUSINESS RISK MANAGEMENT:
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49
of the listing agreement, the company has constituted a business risk
management committee. The details of the committee and its terms of
reference are set out in the corporate governance report forming part
of the Boards report.
At present the company has not identified any element of risk which may
threaten the existence of the company.
DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules there under for prevention and
redressal of complaints of sexual harassment at workplace.
PARTICULARS OF EMPLOYEES: ( Rule 5(2) & Rule 5(1) )
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. In terms of Section 136 of the Act, the reports and
accounts are being sent to the members and others entitled thereto,
excluding the information on employees' particulars which is available
for inspection by the members at the Registered office of the company
during business hours on working days of the company up to the date of
ensuing Annual General Meeting. If any member is interested in
inspecting the same, such member may write to the company secretary in
advance.
a. The ratio of remuneration of each director to the median
remuneration of the employees of the company for the financial year
RATIO TO
NON EXECUTIVE DIRECTORS MEDIAN REMUNERATION
Mr. Sandip Kumar Bej --
Mr. Radha Kant Tiwari --
Mr. Sujit Kumar Panja --
EXECUTIVE DIRECTOR
Mr. Sagarmal Nahata 1.45
b. The Percentage increase in remuneration of each Director , chief
executive officer , chief financial officer , company secretary in the
company .
Director , chief executive officer , chief financial officer and
company secretary
% increase in remuneration in the financial year
There was no increase in the remuneration of Director , chief executive
officer , chief financial officer and company secretary.
They were paid the salary last drawn by them during the FY 13-14
c. The Percentage increase in the median remuneration of employees in
the financial year
Employees % increase in remuneration in the financial year
There was no increase in the remuneration of employees. They were paid
the salary last drawn by them during the FY 13-14. However new
employees joined the company during the FY 14-15.
d. The Number of permanent employees in the rolls of the Company other
than KMP is One (1). The Employees has joined the company during the FY
14-15 is still under probation period, they are not considered as the
permanent employees for the FY 14-15.
e. The explanation on the relationship between average increase in
remuneration and company performances :
On an average the employees received an annual increase of 10% in
India. The increase in remuneration will be in line with the market
trend . In order to ensure that remuneration reflects company
performance, the performance pay is also linked to organization
performance, apart from an individual's performance.
f. Comparison of remuneration of the key managerial personnel against
the performance of the company
Sagarmal Sonia Jain
Nahata (Company
(Managing Secretary)
Director)
REMUNERATION
IN FY 14-15 3.00 1.20
(RS IN LACS)
REVENUE 51.63
REMUNERATION
AS A % OF 5.81 2.32
REVENUE
PROFIT BEFORE
TAX (PBT) (RS IN LACS) 13.46
REMUNERATION 22.28 8.91
AS % OF PBT
g. Variation in the market capitalization of the Company , price
earnings ratio as at the closing date of the current financial year and
previous financial year
Financial
Year Market Capitalization P/E Ratio
13-14 Nil* Nil*
14-15 174.31 Cr 1600
*The Share of the Company was not traded in the Financial Year 13-14.
h. Percentage increase over decrease in the market quotations of the
shares of the Company in comparison to the rate at which the Company
came out with the last public offer
The Company Share has been increased 720% since the Company came out
with last public offer
i. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration :
There was no increase in the employees/ managerial remuneration for the
year.
j. Comparison of each remuneration of the managerial personnel against
the performance of the company
Mr. Sagarmal Nahata
(Managing Director)
REMUNERATION IN FY 14-15 3.00
(RS IN LACS)
REVENUE 51.63
REMUNERATION AS A % OF 5.81
REVENUE PROFIT BEFORE TAX (PBT) 13.46
(RS IN LACS)
REMUNERATION AS % OF 22.28
PBT
k. The key parameters for any variable component of remuneration
availed by the Directors Apart from remuneration paid to the executive
directors no remuneration is paid to the non executive directors of the
company .
l. The ratio of remuneration of the highest paid director to that of
the employees who are not directors but receive remuneration in excess
of the highest paid director during the year
NONE
m. Affirmation that the remuneration is as per the remuneration policy
of the company
The Company affirms remuneration is as per the remuneration policy of
the company.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Corporate Governance and Management Discussion & Analysis Report,
which form an integral part of this Report, are set out as separate
Annexure, together with the Certificate from the auditors of the
Company regarding compliance with the requirements of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement.
ACKNOWLEDGEMENTS:
Your Company and its Directors wish to extend their sincerest thanks to
the Members of the Company, Bankers, State Government, Local Bodies,
Customers, Suppliers, Executives, Staff and workers at all levels for
their continuous cooperation and assistance.
For and on behalf of the
Board of Directors
SAGARMAL NAHATA
SANDIP KUMAR BEJ
RADHA KANT TIWARI
Mar 31, 2014
Dear members,
The Directors have pleasure in submitting the Thirty Sixth Annual
Report together with the Audited Statement of Accounts for the year
ended 31st March, 2014.
FINANCIAL RESULTS 2013-2014 2012-2013
Rs. Rs.
Total Profit (loss) for the year 628277.00 190661.00
Less: Provision for Taxation for
earlier year Nil Nil
Profit/ (Loss) after Tax 628277.00 190661.00
Transfer to special Reserve (125655.00) (38132.00)
Balance brought forward -
Profit/(Loss) (18009864.00) (18162393.00)
BALANCE CARRIED TO BALANCE SHEET (l7507242.00) (l8009864.00)
DIVIDEND:
The Company did not declared dividend for the financial year 2013-2014.
PERFORMANCE & PROSPECTS:
In the adverse Investment environment, the Company performance was
satisfactory. The Directors expect that the Company will outperform
during the near future.
CURRENT YEAR OUT LOOK :
With positive steps taken by the Board to expand the activities of the
company it is expected that the earning of the company will be
increased considerable.
DIRECTORS:
Mr. Radha Kant Tiwari, Mr. Siddharth Nahata and Mr. Sandip Kumar Bej
retires by rotation and being eligible offers themselves for
re-appointment
PARTICULARS OF EMPLOYEES:
The provisions of Section 2l7(2A) of the Companies Act, 1956 and
Companies Act, 2013 to the extent its applicable the rules framed there
under for furnishing the particulars of employees are not applicable to
the company as there is no such person drawing remuneration in excess
of the specified limit.
AUDITORS REPORT:
Auditor''s has made certain comments in their report which are self
explanatory and doesn''t require any clarification.
AUDITORS:
The Company''s Auditors M/s. C. Ghatak & Co., Chartered Accountants, Who
were re-appointed, retire at the conclusion of ensuing Annual General
Meeting and are re-eligible for re-appointment. A letter has been
received from them stating that if re-appointed, the appointment will
be in accordance with the provision of the Companies Act, 1956 &
Companies Act, 2013 to the extent it is applicable.
PUBLIC DEPOSITS:
During the year the company has not accepted any deposit from Public
under section 58A of the Companies Act, 1956 read with the Companies
(Acceptance of Deposit) Rules, 1975.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:
These rules are not applicable for the company, but it still lays
emphasis on conservation of energy, and its facility has been designed
to minimize use of energy and to adopt latest technologies and for
conservation of environment.
CORPORATE GOVERNANCE:
Pursuant to clause 49 of the Listing Agreement with the Stock
Exchanges, Corporate Governance Report and Auditor''s Certificate
regarding compliance of condition of Corporate Governance forms part of
the Annual Report.
MANAGMENNT DISCUSSION & ANALYSIS REPORT:
The Management Discussion & Analysis Report forms an integral part of
this report.
LISTING OF SHARES:
Your Directors confirm that The Annual Listing Fees has been regularly
paid to the Calcutta Stock Exchange & Bombay Stock Exchange, where the
shares of the Company are listed.
RESPONSIBILITY STATEMENT:
As required under Section 217 of the Companies Act, the Directors
hereby confirm that:
i) In the preparation of the Annual Accounts, the Applicable Accounting
Standards has been followed along with proper explanation relating to
material departures;
ii) The Directors has 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
for the Company at the end of the financial year and of the profit of
the Company for the period;
iii) The Directors has 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.
iv) The Directors has prepared the annual accounts on a going concern
basis.
AUDIT COMMETTEE:
Pursuant to the provisions of Section 292A of the Companies Act, 1956,
your Director have constituted an Audit Committee comprising of three
Directors Shri Siddharth Nahata, Mr.Sandip Kumar Bej and Radha Kant
Tiwari. The role, terms of reference and powers of the Audit Committee
are in confirm with the requirements of the Companies Act, 1956.
APPRECIATION:
We wish to place on record our appreciation of the devoted services of
staff and executives of the Company which have largely contributed to
its efficient management.
Place : Kolkata
Dated: 31/05/2014
Sd/- Sagarmal Nahata
Sd/- Radha kant Tiwari
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