Directors Report of Viaan Industries Ltd.
Mar 31, 2018
The Directors are pleased to present their Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2018.
FINANCIAL RESULTS
The financial performance of your Company for the year ended March 31, 2018 is summarized below (Standalone);
(Rupees in lakhs)
|
Particulars |
2017-2018 |
2016-2017 |
|
Sales |
10401.91 |
4062.14 |
|
Other Income |
17.00 |
103.46 |
|
Total Income |
10418.91 |
4165.60 |
|
Total Expenses |
10281.69 |
4155.58 |
|
Profit/ (Loss) |
137.22 |
10.02 |
|
(-) Exceptional Items |
0.00 |
0.00 |
|
Profit/ (Loss)Before Tax |
137.22 |
10.02 |
|
Tax |
||
|
(-) Current Tax |
33.73 |
3.58 |
|
(-) Deferred Tax |
(0.61) |
0.11 |
|
Net Profit After Tax |
104.10 |
6.33 |
|
(-) Extraordinary Items |
0.00 |
0.00 |
|
Net Profit |
104.10 |
6.33 |
The Company is into development of mobile based games application& trading activities in commodities; metals; electronics items & has business activities in India & abroad during 2017-18. The Company has wholly owned subsidiary Company in Dubai (UAE), which handles entire business activities of the Company, except India region & subsidiary Company has earned substantial revenue & profit during 2017-18. The Company has earned net profit of Rs. 104.10 lacs on Standalone basis during the year compared to net profit of Rs. 6.33 lacs during 2017-18. The Company has earned net profit of Rs. 2783.32 lacs on consolidation basis during the year compared to net profit of Rs. 1070.46 lacs during 2017-18.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion & Analysis Report, which gives a detailed account of state of affairs of Company operation forms part of this Annual Report.
SEGMENT-WISE PERFORMANCE
The Company is into single reportable segment only.
DIVIDEND
For the Financial Year 2017-18, your Directors have recommended a dividend of Re. 0.50 per equity share of the face value of Re. 1 each of the Company, i.e. 5 percent, payable to those shareholders whose names appear in the Register of Member as on the Book Closure Date.
DIVIDEND DISTRIBUTION POLICY
In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"), the Board of Directors of the Company at its meeting held on 14th August, 2018 has formulated and adopted ''Dividend Distribution Policy''. The Dividend Distribution Policy is attached herewith and marked as Annexure 1 and is also available on the Company''s website at https://www.v-ind.com
COMPLIANCE
The Compliance function of the Company is responsible for independently ensuring that operating and business units comply with regulatory and internal guidelines. The Compliance Department of the Company is continued to play a pivotal role in ensuring implementation of compliance functions in accordance with the directives issued by regulators, the Company''s Board of Directors and the Company''s Compliance Policy. The Audit Committee of the Board reviews the performance of the Compliance Department and the status of compliance with regulatory/internal guidelines on a periodic basis.
New Instructions/Guidelines issued by the regulatory authorities were disseminated across the Company to ensure that the business and functional units operate within the boundaries set by regulators and that compliance risks are suitably monitored and mitigated in course of their activities and processes.
OPERATIONS / STATE OF THE COMPANY''S AFFAIRS
The Company has shifted its registered office during the year within the postal limit of Mumbai City. The Company was more aggressive in launching various mobile based games application during the year -Sunny Gill & The Agents of Sniff; Domestic Diva by Shilpa Shetty Kundra (India first celebrity driven cooking theme game) etc, apart from other games which were launched during 2016-17. The Company has successfully completed Season 1 of Match Indian Poker League during November, 2017 & Season 2 was launched during March, 2018. The Company has successfully completed first season of 13 episodes of first live TV Game show "Aunty Boli Lagao Boli" on Colors TV during September to December, 2017. The Company has held various Analyst/Investors meeting during the year in Mumbai & Singapore.
SUBSIDIARY COMPANIES
The Company has a subsidiary Company in Dubai (UAE). A report highlighting performance of the subsidiaries as per the Companies Act, 2013, and it''s contribution to the overall performance of the Company is provided in the Consolidated Financial Statement The Company does not have any associate or joint venture or holding Company. The policy for determining material subsidiaries is available on the Company''s website athttp://www.v-ind.com.
SHARE CAPITAL
The Company has issued 1500000 convertible equity warrants on preferential basis to the promoters of the Company at an issue price of Rs. 42/- per warrant (including premium of Rs. 41/- per warrant) & these warrants has not been converted into equity as on 31st March, 2018. The Company has issued 1465500 equity shares & 1465500 fully convertible debentures on preferential basis to HT Media Limited, the non-promoters of the Company at an issue price of Rs. 29/- per warrant (including premium of Rs. 28/- per warrant) & these debentures has not been converted into equity as on 31st March, 2018. As at 31st March, 2018 the paid-up capital of the Company was Rs. 108117600/- consisting of 108117600 equity shares of Re.1/- per share.
ACCEPTANCE OF FIXED DEPOSITS
The Company has not accepted any Fixed Deposits from general public within the purview of Section 73 of the Companies Act, 2013, during the year under review.
RESERVES
Rs 7.46 lakhs have been transferred to the Profit & Loss account on standalone basis & Rs. 4492.25 lakhs on consolidation basis.
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY
The policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Board may be accessed on the Company website. All related party transactions which were entered into during the year were on arm''s length basis and were in the ordinary course of business and did not attract provisions of section 188 of the Companies Act, 2013 and were also not material related party transactions under Regulation 23 of the SEBI (LODR) Regulations, 2015. There are no materials transactions entered into with related parties, during the period under review, which may have had any potential conflict with the interests of the Company. Pursuant to Regulation 26(5) of the SEBI (LODR) Regulations, 2015, senior made periodical disclosures to the Board relating to all material financial and commercial transactions, where they had or were deemed to have had personal interest that might have been in potential conflict with the interest of the Company & same was nil.
During the year under review, Company has entered into Related Party which requires disclosure under Section 134 (3) (h) of the Companies Act, 2013and Rule 8(2) of the Companies (Accounts) Rules, 2014. The policy on transaction with related party is disclosed in at board report. The Policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link http:/ / www.v-ind.com
LOANS, INVESTMENT AND GUARANTEES BY THE COMPANY
There is no loan given, investment made, guarantee given or security provided by the Company to any entity under Section 186 of the Companies Act, 2013. Particulars of Investment made/loan given under section 186 of the Companies Act, 2013 are provided in the financial statement.
INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations has been received from the Auditor of the Company for inefficiency or inadequacy of such controls.The Audit Committee of the Board reviews the internal control systems, the adequacy of internal audit function and significant internal audit findings with the management, Internal Auditors and Statutory Auditors.
DISCLOSURES UNDER SECTION 134(3) (I) OF THE COMPANIES ACT, 2013
No material changes and commitments which could affect the Company financial position have occurred between the end of the financial year of the Company and the date of this report, except as disclosed elsewhere in this report.
DIRECTORS
Pursuant to Section 152 of the Companies Act, 2013 Shilpa Shetty Kundra (DIN: 02130254), who retires by rotation and, being eligible, offers herself for re-appointment. If re-appointed, his term would be in accordance with the policy for directors of the Company.
|
Name of Director : |
Shilpa Shetty Kundra |
|
Date of Birth : |
08-06-1975 |
|
Date of Initial Appointment : |
24-07-2015 |
|
Expertise in specific functional areas: |
Entertainment, Hospitality, sports, realty, Jewellery, Yoga etc |
|
Qualifications: |
Under Graduate in Commerce Stream |
|
Other Listed Companies in which Directorship is held as on March 31, 2018 : |
Nil |
|
Chairman of Committees formed by Board of Other Companies on which he is a Director As on March 31, 2018: |
Nil |
|
Member of Committees formed by Board of other Companies on which she is a Director as on March 31, 2018: |
Nil |
|
Shareholding in the Company as on March 31, 2018 : |
2,74,93,900 |
|
Other: |
Not Applicable |
Pursuant to the provisions of the Companies Act, 2013 and Part D of Schedule II of SEBI LODR, evaluation of every Director''s performance was done by Nomination and Remuneration Committee. The performance evaluation of Non-Independent Directors and the Board as a whole, Committees thereof was carried out by Independent Directors. Evaluation of Independent Directors was carried out by the entire Board of Directors, excluding the Director being evaluated. The performance evaluation of the Chairman of the Company was also carried out by Independent Directors, taking into account the views of the Executive Director and Non-Executive Directors. Structured questionnaires were prepared in accordance with the SEBI Guidelines on Board Evaluation covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committee thereof with regard to skill, experience, independence, diversity, attendance and adequacy of time given by the Directors to discharge their duties, Corporate Governance practices, etc. were circulated to the Directors for the evaluation process. All Directors unanimously expressed that the evaluation outcome reflect the overall engagement of the Board and its Committees with the Company and its management and they are fully satisfied with the same.
The Company has received declarations from each of the Independent Directors confirming that they meet the criteria of independence as provided in sub-section 6 of Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI LODR.
The details of familiarization programme for Independent Directors have been disclosed on website of the Company and is available at the link http://www.v-ind.com
The following policies of the Company are attached herewith and marked as Annexure 2, Annexure 3 and Annexure 4:
1. Policy on appointment of Directors and Senior Management(Annexure 2)
2. Policy on Remuneration of Directors (Annexure 3) and
3. Policy on Remuneration of Key Managerial Personnel and Employees (Annexure 4)
The Managing Director draws remuneration only from the Company and does not receive any remuneration or commission from any of its subsidiary company.
DIRECTORS REMUNERATION POLICY
The Board on the recommendation of the Nomination and Remuneration Committee has framed a Remuneration policy, providing criteria for determining qualifications, positive attributes, independence of a Director and a policy on remuneration for Directors, key managerial personnel and other employees. The detailed Remuneration policy is placed on the Company''s websitewww.v-ind.com.
CONSOLIDATED FINANCIAL STATEMENT
The audited consolidated financial statement of the Company prepared in accordance with relevant Accounting Standards (AS) issued by the Institute of Chartered Accountants of India forms part of this Annual Report. The financial statements of Subsidiary companies under the Companies Act, 2013 are not attached along with the financial statements of the Company. The Company will provide the financial statements of subsidiaries upon receipt of a written request from any member of the Company interested in obtaining the same. The financial statement of subsidiaries will also be available for inspection at the Registered Office of your Company during working hours up to the date of the Annual General Meeting.
NUMBER OF MEETING OF BOARD OF DIRECTORS
During the year, six Board 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, the revised Secretarial Standards - 1 (SS-1) issued by the Institute of Company Secretaries of India and SEBI LODR. All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.
KEY MANAGERIAL PERSONNEL
During the year under review Ripu Sudan Kundra (alias Raj Kundra) was re - designated as the Chairman & Managing Director of the Company. During the year under review Mr. Darshit Indravadan Shah was re-designated as the CFO/Executive Director of the Company. Ms. Shumaila Sernobathas resigned as Company Secretary of Company from 31st May, 2017 & Ms. Kiran Jadhav was appointed as Company Secretary of the Company on 27th September, 2017 and designated as "Key Managerial Personnel" of the Company pursuant to Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
AUDITORS:
Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s. Sekhri Kanodia& Associates, Chartered Accountants, Mumbai, hold office up to the conclusion of the ensuing Annual General Meeting of the Company. However, their appointment as Statutory Auditors of the Company is subject to ratification by the members at every Annual General Meeting. As required under the provisions of Section 139(1) and 141 of the Companies Act, 2013 read with the Companies (Accounts and Auditors) Rules, 2014, the Company has received a written consent and certificate from the above auditors whose appointment is proposed to be ratified, to the effect that they are eligible to continue as Statutory Auditor of the Company. Necessary resolution for ratification of appointment of the said Auditor is included in this Notice.
AUDITORS REPORT
The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self- explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013. The Auditors'' Report does not contain any qualification, reservation or adverse remark.
DIRECTORS RESPONSIBILITIES STATEMENT:
In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that:
a. In the preparation of the annual accounts for the financial year ended 31st March, 2018 the applicable accounting standards have 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 the year ended 31st March, 2018.
c. The Directors have taken sufficient and proper care 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 material fraud and other irregularities.
d. The Directors have prepared the Annual Accounts on a going concern basis.
e. There are proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
f. That 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.
g. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2017-18.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual Directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company. Information on the manner in which the annual evaluation has been made by the Board of its own performance and that of its Committee and individual Directors is given in the Corporate Governance Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures with respect to the remuneration of Directors, KMPs and employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure 8 to this Report.
Details of employee remuneration as required under provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available at the Registered Office of the Company during working hours up to the date of the Annual General Meeting and shall be made available to any shareholder on request. Such details are also available on your Company''s website at: http://www.v-ind.com/.
DETAILS OF COMMITTEE OF DIRECTORS
Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors, number of meetings held of each Committee during the financial year 2017-18 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report. The recommendation by the Audit Committee as and when made to Board has been accepted by it.
RISK MANAGEMENT
The Company has in place a process to inform the Board about the risk assessment and minimization procedures. It has an appropriate risk management system in place for identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting. Presently, Regulation 21 of the SEBI LODR with respect to Risk Management Committee is not applicable to your Company. The Management evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.
VIGIL MECHANISM/ WHISTLE BLOWER MECHANISM
The Company has put in place Whistle Blower Mechanism. The detailed mechanism is given in Corporate Governance Report forming part of this report. The Company has established a vigil mechanism by adopting Whistle Blower Policy for stakeholders including directors and employees of the Company and their representative bodies to report genuine concerns in the prescribed manner to freely communicate their concerns / grievances about illegal or unethical practices in the Company, actual or suspected, fraud or violation of the Company''s Code or Policies. The vigil mechanism is overseen by the Audit Committee and provides adequate safeguards against victimisation of stakeholders who use such mechanism. It provides a mechanism for stakeholders to approach the Chairman of Audit Committee.
During the year, no person was denied access to the Chairman of the Audit Committee or to the Chairman of the Company or to the Corporate Governance Cell. The Whistle Blower Policy of the Company is available at web link http://www.v-ind.com
CORPORATE GOVERNANCE
Pursuant to the SEBI (LODR) Regulations, 2015, a separate section on Corporate Governance forms part of the Annual Report. A declaration to this effect signed by the Managing Director of the Company is contained in this Annual Report. The Managing Director and CFO have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the SEBI (LODR), Regulations, 2015.
Certificate from the Practicing Company Secretary of the Company regarding compliance of conditions of Corporate Governance is annexed to this Report.
MANAGING DIRECTOR''S CERTIFICATE
A Certificate from the Managing Director in respect of the Financial Statements forms part of the Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo under provisions of 134(3) (m) of the Companies Act, 2013 is not applicable to the Company, considering the nature of its business activities. Further the Company has not earned nor spends foreign exchange during the year under review.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Santoshkumar. K. Pandey Practicing Company Secretaries, to conduct the secretarial audit of the Company for the financial year(s) commencing on and from 01st April, 2017. The Secretarial Audit report for the financial year ended 31st March, 2018, is annexed herewith and marked as Annexure 5 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return is annexed herewith and forming part of the report. (Annexure - 6)
GENERAL
- The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.
- No fraud has been reported during the audit conducted by the Statutory Auditors, Secretarial Auditors and Cost Auditors of the Company.
- During the year under review, no revision was made in the previous financial statement of the Company.
- During the year ended on 31st March, 2018, there were no cases filed / reported pursuant to the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.
- No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operation in future.
CORPORATE SOCIAL RESPONSIBILITY
The Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility Committee is not applicable to the Company as the Net Profit of the Company is below the threshold limit prescribed by the Companies Act, 2013.
PRESENTATION OF FINANCIAL STATEMENTS
The financial statements of the Company for the year ended 31st March, 2018 have been disclosed as per Schedule III to the Companies Act, 2013.
STATUTORY DISCLOSURES
A copy of audited financial statements of the said Companies will be made available to the members of the Company, seeking such information at any point of time. A cash flow statement for the year 20172018 is attached to the Balance Sheet. A physical copy of the same will be made available to any shareholders on request.
CAUTIONARY STATEMENT
Certain statements in the Directors'' Report describing the Company''s objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied.
ACKNOWLEDGEMENT
Yours Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future.
We very warmly thank all of our employees for their contribution to your Company''s performance. We applaud them for their superior levels of competence, dedication and commitment to your Company.
By Order of the Board
For Viaan Industries Limited
SD/- SD/-
Ripu Sudan Kundra Darshit Indravardhan Shah
Managing Director Executive Director & CFO
DIN: 01785303 DIN: 06614591
Place: Mumbai
Date: 14.08.2018
Mar 31, 2016
Director''s Report
The Directors are pleased to present their Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31stMarch, 2016.
Financial Resu Its
The financial performance of your Company for the year ended March 31, 2016 is summarized below:
(Rupees in Lakhs)
|
Particulars |
2015-2016 |
2014-2015 |
|
Sales |
3270.55 |
33.50 |
|
Other Income |
25.66 |
- |
|
Total Income |
3296.21 |
33.50 |
|
Total Expenses |
3294.03 |
26.55 |
|
Profit/ (Loss) |
2.18 |
6.95 |
|
(-) Exceptional Items |
0.20 |
0.70 |
|
Profit/ (Loss)Before Tax |
1.98 |
6.25 |
|
Tax |
|
|
|
(-) Current Tax |
0.86 |
2.00 |
|
( ) Deferred Tax |
- |
- |
|
Net Profit After Tax |
1.12 |
4.25 |
|
(-) Extraordinary Items |
- |
1.25 |
|
Net Profit |
1.12 |
3.00 |
There were no business activities for the first three quarter during the year as the present management took over the Company only in March, 2015 and it ventured into trading of electronic items and Mobiles and its accessories.
Management Discussion and Analysis Report:
To avoid duplication between the Directors Report and the Management Discussion and Analysis Report for the year, we present below a composite summary of performance of the various business & functions of the Company.
Industry Overview
The trend in slowdown in global growth continued during the year. India was the fastest growing large economy with a stable currency that performed better than the most emerging market currencies. The Company has recently launched its mobile products in India & CIS Countries. The Government has come out with various schemes which have made entry level in Mobile sectors very easy. China is the major source of component supplier to various handset makers of India, including our Company. As per latest report there are approx. 104 crore mobile users in India.
Business Overview
The Company is presently active in trading activities of consumer durables & electronic items.
The Company expects substantial turnover in the coming year as the Company is mainly into trading activities of various commodities, consumer durables & electronics items. It has launched its mobile under "VIAAN" brand name &its has a leverage of the present management of Mr. Ripu Sudan Kundra& Mrs. ShilpaShettyKundra, who are the brand ambassador of the Company & on account of their celebrity status, Company will find that its products can be marketed easily. The Company has got its products registered with BURUEA OF INDIAN STANDARD (BIS) for all its components. The Company is in process of tie-up with various vendors to trade their products through the Company platform, which can easily penetrate into Tier II & Tier III towns/ cities of India. It has launched its products along with dedicated service centre throughout the country in phase manner. There was change in Government policy for trading in Mobiles, which made it mandatory that all parts of Mobiles must be registered with Bureau of Indian Standard (BIS). The Company got Value Added Tax (VAT) Registration in certain states of India. The entire process took more than 10 months to commence commercial trading activities of Mobile items. The Company has been able to generate substantial revenue compare to last year, but there was decline in the profitability of the Company as there were pre-operative & launching expenses.
Future Outlook
The Company expects substantial turnover in the coming year as the Company has received a major order from CIS Countries. It has also tied up with Best Deal TV to sell its products. It has a leverage of present management of Mr. Ripu Sudan Kundra& Mrs. ShilpaShettyKundra, who is the brand ambassador of the Company & on account of their celebrity status, Company will find that its products can be marketed easily. The Company has already appointed franchisee/dealers in various states of India to market its products. The Company is setting up subsidiary Company in Dubai to market its products all over the world except India. The Company is in process of tie-up with other alternative methods like on-line/off-line sales mechanism to market its products into Tier II & Tier III towns/cities of India. As mentioned earlier there are approx. 104 crore mobile users in India & at present the Company is targeting 2% of the total users in the first full year of operations.
Business Performance and Segment Reporting
During the year under review, the company has earned a Net profit of Rs. 1.12 Lacs as against Net Profit of Rs. 3.00 Lacs during the previous year 2014-15. The profitability of the Company has declined as the Company has employed various personnel''s throughout the year & there was launching/ pre-operative expenses for launching the Mobile of the Company, though the income was generated only in the last quarter of the year. The company is engaged in the trading activities of consumer durables, which as per Accounting Standard 17 is considered the only reportable business. Majority of the income is from trading activities, while it has generated an income of Rs. 8.35 as rental income from Mumbai premises. The expenses of the Company have increased as it has taken on rent an office in Mumbai along with Kolkata office.
Manpower
The company recognizes the importance of human value and ensures that proper encouragement both moral and financial is extended to employees to motivate them.
Adequacy of Internal Control
The Company has robust internal control systems in place which are commensurate with the size and nature of the business. The internal controls are aligned with statutory requirements and designed to safeguard the assets of the Company. The internal control systems are complemented by various Management Information System (MIS) reports covering all areas. Increased attention is given to auto generation of MIS reports as against manual reports to take care of possible human errors or alteration of data. The Management reviews and strengthens the controls periodically.
Human Resource Development
The Company recognizes the importance of Human Resource as a key asset instrumental in its growth. The Company believes in acquisition, retention and betterment of talented team players. With the philosophy of inclusive growth, the Company has redefined its performance management system. The new system focuses on progression of individual employees together with organizational goals. Under the new system increased thrust will be on job rotation and multi-skilling.
Segment-Wise Performance
The Company is into single reportable segment only
Compliance
The Compliance function of the Company is responsible for independently ensuring that operating and business units comply with regulatory and internal guidelines. The Compliance Department of the Company is continued to play a pivotal role in ensuring implementation of compliance functions in accordance with the directives issued by regulators, the Company''s Board of Directors and the Company''s Compliance Policy. The Audit Committee of the Board reviews the performance of the Compliance Department and the status of compliance with regulatory/ internal guidelines on a periodic basis.
New Instructions/Guidelines issued by the regulatory authorities were disseminated across the Company to ensure that the business and functional units operate within the boundaries set by regulators and that compliance risks are suitably monitored and mitigated in course of their activities and processes.
Cautionary Statement
Investors are cautioned that this discussion contains statements that involve risks and uncertainties. Words like anticipate, believe, estimate intend, will, expect and other similar expressions are intended to identify "Forward Looking Statements". The company assumes no responsibility to amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events. Actual results could differ materially from those expressed or implied.
Dividend
The Board of Directors does not recommend any Dividend for the year under review.
Subsidiary Companies
The Company does not have any subsidiary Company.
Share Capital
The Company has issued 5,00,000 Equity shares of Rs. 10/- each at an issue price of Rs. 200/- per share (including share premium of Rs. 190/ - per share) to Promoters and Non-Promoters of the Company on preferential basis. These shares were allotted on 29th October, 2015. The Share Capital of the Company has increased by from 30, 55,070 equity shares to 35, 55,070 equity shares at the end of the year.
Acceptance of Fixed Deposits
The Company has not accepted any Fixed Deposits from general public within the purview of Section 73 of the Companies Act, 2013, during the year under review.
Reserves
Rs 0.64 lacs have been transferred to the Profit & Loss account.
Particulars o f Contract or Arrangement with Related Party
The policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Board may be accessed on the Company website. All related party transactions which were entered into during the year were on arm''s length basis and were in the ordinary course of business and did not attract provisions of section 188 of the Companies Act, 2013 and were also not material related party transactions under Regulation 23 of the SEBI (LODR) Regulations, 2015. There are no material transactions entered into with related parties, during the period under review, which may have had any potential conflict with the interests of the Company. Pursuant to Regulation 26(5) of the SEBI (LODR) Regulations, 2015, senior made periodical disclosures to the Board relating to all material financial and commercial transactions, where they had or were deemed to have had personal interest that might have been in potential conflict with the interest of the Company & same was nil.
During the year under review, Company has entered into Related Party which requires disclosure under Section 134 (3) (h) of the Companies Act, 2013and Rule 8(2) of the Companies (Accounts) Rules, 2014. The policy on transaction with related party is disclosed in annexure - I at board report.
Loans, Investment and Guarantees by the Company
There is no loan given, investment made, guarantee given or security provided by the Company to any entity under Section 186 of the Companies Act, 2013. Particulars of Investment made/loan given under section 186 of the Companies Act, 2013 are provided in the financial statement.
Internal Financial Controls
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations has been received from the Auditor of the Company for inefficiency or inadequacy of such controls.
Disclosures under Section 134(3) (I) of the Companies Act, 2013
No material changes and commitments which could affect the Company financial position have occurred between the end of the financial year of the Company and the date of this report, except as disclosed elsewhere in this report.
Directors:
Mr. Ripu Sudan Kundra (alias Raj Kundra)(DIN01785303), who retires by rotation and, being eligible, offers himself for re-appointment. If re-appointed, his term would be in accordance with the policy for directors of the Company.
|
Mr.Ripu Sudan Kundra |
|
|
Fathers'' Name |
BalkrishnaKundra |
|
Date of Birth |
09/09/1975 |
|
Date of Appointment |
11/10/2014 |
|
Expertise in specific functional areas |
Renewable Energy, Hospitality, trading in commodities, sports, etc |
|
Years of Experience |
More than 21 years |
|
Qualification |
Under Graduate |
|
Directorship in Other Companies |
Nil |
|
Member/Chairman of the Committee |
- |
|
No. of shares held in own name or in the name of relatives |
915630 |
Directors Remuneration Policy
The Board on the recommendation of the Nomination and Remuneration Committee has framed a Remuneration policy, providing criteria for determining qualifications, positive attributes, independence of a Director and a policy on remuneration for Directors, key managerial personnel and other employees. The detailed Remuneration policy is placed on the Company''s websitewww.v-ind.com.
Consolidated Financial Statement
The audited consolidated financial statement of the Company prepared in accordance with relevant Accounting Standards (AS) issued by the Institute of Chartered Accountants of India forms part of this Annual Report. The Compliance Officer will make these documents available upon receipt of a request from any member of the Company interested in obtaining the same. These documents will also be available for inspection at the Registered Office of your Company during working hours up to the date of the Annual General Meeting.
Number of Meeting of Board of Directors
The Board of Directors have met 5 times and Independent Directors once during the year ended 31st March, 2016 in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.
Declarations by Independent Director
Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act 2013.
Key Managerial Personnel
During the year under review Mrs. ShilpaShettyKundra was re - designated as the Executive Director of the Company for the period 1st October, 2015 to 30th September, 2018. During the year under review Mr. DarshitIndravadan Shah was appointed as the Executive Director of the Company for the period 1st June, 2015 to 31st May, 2017. Mr. AshishMurarka, Company Secretary of the Company has resigned from the Company on 30th April 2015. The Board of Directors of the Company places on record his valuable contribution given to the Company during his tenure. At the Board Meeting held on 27th October, 2015, Ms. Dolly Dhanresha was appointed as Company Secretary of Company and designated as "Key Managerial Personnel" of the Company pursuant to Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014. Mr. Satyen V Saraswat was appointed as CFO of the Company on 27th August, 2015 & he resigned on 1st October, 2015. Mr. Hemant P Vastani was appointed as CFO of the Company on 1st October, 2015 & he resigned on 10th March, 2016.
Auditors
Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s. Sekhri Kanodia& Associates, Chartered Accountants, Mumbai, hold office up to the conclusion of the ensuing Annual General Meeting of the Company. However, their appointment as Statutory Auditors of the Company is subject to ratification by the members at every Annual General Meeting. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed. Necessary resolution for ratification of appointment of the said Auditor is included in this Notice.
Auditors Report
The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self- explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.
Directors Responsibility Statement
In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that:
i. In the preparation of the annual accounts for the financial year ended 31st March, 2016the applicable accounting standards have been followed along with proper explanation relating to material departures.
ii. 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 the year ended 31st March, 2016.
iii. The Directors have taken sufficient and proper care 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 material fraud and other irregularities.
iv. The Directors have prepared the Annual Accounts on a going concern basis.
v. There are proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
vi. That 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.
vii. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2015-16.
Annual Evaluation by the Board o f its own performance, its Committees and Individual Directors
The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual Directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company. Information on the manner in which the annual evaluation has been made by the Board of its own performance and that of its Committee and individual Directors is given in the Corporate Governance Report.
Details of Committee of Directors
Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors, number of meetings held of each Committee during the financial year 2015-16 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report. The recommendation by the Audit Committee as and when made to Board has been accepted by it.
Risk Management
The Management evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.
Whistle Blower Mechanism
The Company has put in place Whistle Blower Mechanism. The detailed mechanism is given in Corporate Governance Report forming part of this report.
Corporate Governance
Pursuant to the SEBI (LODR) Regulations, 2015, a separate section on Corporate Governance forms part of the Annual Report. All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the year 2015-16. A declaration to this effect signed by the Executive Director of the Company is contained in this Annual Report. The Executive Director and CFO have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the SEBI (LODR), Regulations, 2015.
Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance is annexed to this Report.
Executive Director''s Certificate
A Certificate from the Executive Director in respect of the Financial Statements forms part of the Annual Report.
Conservation of Energy, Technology Absorptions and Foreign Exchange Earnings and Outgo
The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo under provisions of 134(3) (m) of the Companies Act, 2013 is not applicable to the Company, considering the nature of its business activities. Further the Company has not earned nor spends foreign exchange during the year under review.
Secretarial Audit Report
A Secretarial Audit Report for the year ended 31st March, 2016 in prescribed form duly audited by the Practicing Company Secretary M/s. S. K. Pandey is annexed- II herewith and forming part of the report.
Extract of Annual Return
Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return is annexed herewith and forming part of the report. (Annexure - III)
Corporate Social Responsibility
The Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility Committee is not applicable to the Company as the Net Profit of the Company is below the threshold limit prescribed by the Companies Act, 2013.
Significant and Material Orders passed by the Regulators or Courts
During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future, except that the trading in the securities was suspended by BSE Limited from 24th December, 2015 & same got resumed from 1st April, 2016, pursuant to Order passed by Hon''ble High Court, New Delhi.
Presentation of Financial Statements
The financial statements of the Company for the year ended 31st March, 2016 have been disclosed as per Schedule III to the Companies Act, 2013.
Statutory Disclosures
A copy of audited financial statements of the said Companies will be made available to the members of the Company, seeking such information at any point of time. A cash flow statement for the year 2015-2016 is attached to the Balance Sheet. Pursuant to the legislation ''Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013'' introduced by the Government of India, the Company has a policy on Prevention of Sexual Harassment at workplace. There was no case reported during the year under review under the said policy.
Details as required under the provisions of section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014, are placed on the Company''s website, i.e. www.v-ind.com as an Annexure to the Director Report. Details as required under the provisions of section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014, are placed on the Company''s website, i.e. www.v-ind.com as an Annexure to the Director Report. A physical copy of the same will be made available to any shareholders on request. A cash flow statement for the year 2015-16 is attached with the Balance-Sheet.
Acknowledgement:
Yours Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future.
We very warmly thank all of our employees for their contribution to your Company''s performance. We applaud them for their superior levels of competence, dedication and commitment to your Company.
By Order of the Board
For Viaan Industries Limited
(Formerly known as Hindusthan Safety Glass Industries Limited)
Sd/- Sd/-
Darshit Indravadan Shah Ripu Sudan Kundra
CEO & Executive Director Director
DIN: 06614591 DIN: 01785303
Place: Mumbai
Date: 17th August, 2016
Mar 31, 2014
Dear Members,
The Directors have pleasure to submit their Thirty Two Annual Report
together with Audited Accounts and Auditor''s Report of the Company for
the financial year ended 31st March, 2014.
FINANCIALHIGHLIGHTS:
The performance of the company for the financial year ended 31st,
March, 2014:
PARTICULARS Year Ending Year Ending
March,2014 March,2013
Amount in Rs. Amount in Rs.
Revenue from Operations 7,29,500 27,10,000
Other Income -- --
Total Income 7,29,500 27,10,000
Less: Total Expenses 5,07,796 3,04,823
Profit / (Loss) before Depreciation, 2,21,704 24,05,177
Interest & Tax
Less: Interest -- --
Depreciation -- --
Profit before Tax and Exceptional/ 2,21,704 24,05,177
Extraordinary Items
Exceptional/Extraordinary Items 20,12,074 --
Profit / (Loss) before Tax 17,90,370 24,05,177
Less: Provision for Current Tax 89,907 7,43,200
Profit/(Loss) after Tax (18,80,277) 16,61,977
Less: Income Tax for earlier years -- --
Add: Profit / (Loss) brought forward 1,05,001 (15,56,977)
from Previous year
Balance carried to Balance Sheet (17,75,276) 1,05,001
RESULT OF OPERATIONS:
During the current period of operation, your company has shown a
turnover of RS 729,500
Your Directors report that for the year under consideration the Company
has resulted an after tax Loss of Rs. 1,880,277.
LISTING OF EQUITY SHARES ON BSE:
Your Directors are pleased to inform you that your company has got its
equity shares listed on BSE Limited on 20th Feb 2014.
DIVIDEND:
Due to inadequate profit the board did not recommend any dividend.
PERSONNEL:
The Company had no employee during the year under review, who was in
receipt of remuneration in excess of the limit specified under section
217(2A) of the Companies Act, 1956, read with Companies (Particulars of
Employees) Amendment Rules, 2011.
Your Company''s work force and management have been working with mutual
respect, co-operation and understanding. The Board wishes to appreciate
the efforts put in by all the categories of employees towards the
progress achieved by the Company during the year.
DIRECTOR:
The Board of Directors are experienced in their respective fields.
APPOINTMENT OF AUDITORS:
Pursuant to the provisions of Section 139 of Companies Act, 2013
("Act") and other applicable provisions of the Act, if any and the
Rules framed thereunder, as amended from time to time and pursuant to
the recommendations of Audit Committee, M/s. Surana Singh & Rathi &
Co., Chartered Accountants (FRN: 317119E) who are not disqualified u/s
141 of the Companies Act, 2013 and has expressed their eligibility to
accept office if re-appointed as the Statutory Auditors of the Company
to hold office from the conclusion of this Annual General Meeting till
the conclusion of 39th Annual General Meeting of the Company to be held
in the year 2021 (Subject to ratification of their appointment at every
AGM), at such remuneration plus service tax, as may be mutually agreed
upon between the Board of Directors of the Company and the Auditors."
PUBLIC DEPOSIT:
The company has not accepted any deposit within the meaning of the
section 58A of the Companies Act, 1956
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS & OUTGOINGS:
The information pursuant to section 217(1) (e) of the Companies
(Disclosures of Particulars in the report of Board of Directors) Rules,
1988 is as under
A. Conservation of Energy: Nil
B. Technology Absorption, Research & Development: Nil
C. Foreign Exchange Earning / Outgo: Nil.
AUDITORS REPORT:
As regards the observations in the Auditor''s Report the explanations
given in the Notes to the Accounts are self explanatory.
APPOINTMENT/RE-APPOINTMENT OF DIRECTORS:
In accordance with the Articles of Association of the Company and the
provisions of the Companies Act, 1956 with correspondence to the
Companies Act, 2013, the Directors of the Company are eligible for
retirement by rotation.
CORPORATE GOVERNANCE:
A report on Corporate Governance along with a Certificate from a
Practicing Company Secretary regarding the compliance with conditions
of Corporate Governance and also the Management Discussion and Analysis
Report as stipulated under Clause 49 of the Equity Listing Agreement is
annexed to this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirements of the provisions of Section 217(2AA) of
the Companies Act, 1956, your Director Confirms as under:
I. That in the preparation of the annual accounts the applicable
accounting standards has been followed along with proper explanation
relating to material departure;
II. That 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 viz., March
31, 2014 and of the profit of the Company for the year ended on that
date;
III. That the Directors have 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 the Company and
for preventing and detaching fraud and other irregularities;
IV. That the directors have prepared the annual accounts on going
concern basis.
EXTRACTS OF ANNUAL RETURN FOR THE FINANCIAL YEAR ENDED ON 31.03.2014:
I. REGISTRATION AND OTHER DETAILS:-
i) CIN: - L26109WB1982PLC035375
ii) Registration Date: -19/10/1982
iii) Name of the Company: - Hindusthan Safety Glass Industries Ltd
iv) Category/Sub Category of the Company: - Limited By Shares/lndian
Non-Government Company
V) Address of Registered office and contact details: - 31/1 Chatawala
3rd Floor, Room Number- 309 Kolkata- 700012, West Bengal
VI) Listed Company: - Yes
VII) Registrar & Share Transfer Agent:-
Name Address Contact Details
Maheswari Datamatics 6, Mangoe Lane, 2nd 0 33 - 2243 5029
Pvt Ltd Floor
Kolkata - 700 001,
west Bengal
VIII) REMUNERATION OF DIRECTORS AND KEY MANEGERIAL PERSONNEL:
Company is not paying remuneration to its Directors and KMP''s. The
Company is not paying any sitting fees to its Independent Director.
IX) CHANGE OF REGISTERED OFFICE OF THE COMPANY
During the year the registered office of the company is changed from
158, Lenin Sarani, 3rd Floor, Room No. 7B, Kolkata - 700 013 to 31/1
Chatawala, 3rd Floor, Room Number - 309, Kolkata - 700012.
X) PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:
Company is not having any penalties and punishment neither on itself
and nor on its directors.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Clause 49 of the Listing Agreement entered with the
Stock Exchanges, the Management Discussion and Analysis of the
financial condition and results of consolidated operations of the
Company under review, is annexed and forms an integral part of the
Director''s Report.
ACKNOWLEDGEMENT:
The Directors wish to thank and deeply acknowledge the co- operation,
assistance and support extended by the Government Authorities,
Company''s Bankers, Dealers, Vendors, Customers, Suppliers, Shareholders
and other who have supported the company during its difficult time and
hope to receive their continued support. The Directors also wish to
place on record the appreciation for the all round co-operation and
contribution made by employees at all levels.
Place: Kolkata
Date: 30.05.2014 By Order of the Board of Directors
For Hindusthan Safety Glass Industries Limited
Registered Office:
31/1 Chatawala 3rd Floor, Sd/-
Room Number- 309 Pankaj Bubna
Kolkata-700012,West Bengal (Director)
Mar 31, 2013
To The Members,
The Directors have pleasure in presenting the 30th Annual Report of
your Company together with the Audited Statements of Accounts for the
year ended March 31, 2013.
FINANCIAL AND PERFORMANCE REVIEW
(Amount in Rs.)
PARTICULARS 2012-13 2011-12
Direct Income 2710000 -
Other Income - 265018
Total Income 2710000 265018
Less: Total Expenses 304823 262726
Profit before Depreciation, Interest
& Tax 2405177 2292
Less: Interest - -
Depreciation - -
Profit before Tax 2405177 2292
Less: Provision for Current Tax 743200 709
Profit after Tax 1661977 1583
Less: Income Tax for earlier years - 490
Add: Profit brought forward from (1556977) (1556977)
Previous year
Profit available for appropriation 105000 (1556977)
Proposed Dividend on Equity Shares - -
Corporate Tax on Dividend - -
Balance carried to Balance Sheet 105000 (1556977)
DIVIDEND
In view of nominal profits during the year & for better prospective &
expansion, your Directors do not propose any Dividend for the year
under review.
INDUSTRY STRUCTURE, DEVELOPMENTS, OPPORTUNITIES, THREATS, RISKS AND
CONCERNS AND FUTURE OUTLOOK
We are optimistic and have confidence that we will be able to
strengthen our position in future and will able to compete in the
market. At this juncture, we need the support of all of our
stakeholders as "Self Believe and Standing Together" can do wonders
and make the future of the company bright
DIRECTORS
In accordance with the requirements of the Companies Act, 1956 and as
per the provisions of Articles of Association of the Company, Mr.
Shyama Charan Kumar is liable to retire after conclusion of forthcoming
Annual General Meeting and is eligible, offers himself for
re-appointments in the forthcoming Annual General Meeting.
STATUTORY DISCLOSURE
None of the Directors of the Company are disqualified as per the
provisions of Section 274(1)-(g) of the Companies Act, 1956. All the
Directors have made the necessary disclosures as required under various
provisions of the Companies Act, 1956 and Clause 49 of the Listing
Agreement.
PARTICULARS OF EMPLOYEES:
The Company had no employee during the year under review, who was in
receipt of remuneration in excess of the limit specified under section
217(2A) of the Companies Act, 1956, read with Companies (Particulars of
Employees) Amendment Rules, 2011.
AUDITORS
The Auditors M/s Surana Singh Rathi & Co., Chartered Accountants,
Kolkata, statutory Auditors of the Company retiring at the forthcoming
Annual General Meeting of the Company being eligible offer themselves
for re-appointment as the statutory Auditors till next Annual General
Meeting of the Company.
The notes referred to in the Auditor''s Report are self explanatory
and as such they do not call for any further explanation as required
under section 217(3) of the Companies Act, 1956.
PUBLIC DEPOSITS
During the year under review, your Company has not accepted any
deposits from the public within the meaning of section 58A of the
Companies Act 1956 and the rules there under.
PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956
The necessary information regarding conservation of energy, Technology
Absorption, Adoption and innovation, the information required under
section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules
1988, is not applicable to the Company.
The Company has not earned or used foreign exchange earnings/outgoings
during the year under review.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000
the Directors confirm that:
1. In the preparation of the annuals accounts, for the year ended 31
March 2013, all the applicable accounting standards prescribed by the
Institute of Chartered Accountants of India have been followed;
2. The Directors had adopted 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 of the
Company for that period.
3. The Directors had 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.
4. The Directors had prepared the annual accounts on a going concern
basis.
REPORT ON CORPORATE GOVERNANCE
Your Company continues to be committed to good Corporate Governance
aligned with the good practices. Your Company is in compliance with
the standards set out by clause 49 of the Listing Agreement with the
Stock Exchanges. A detailed report on Corporate Governance compliance
duly certified by the Company''s Statutory Auditors forms part of this
report as Annexure ''A''.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Corporate Social Responsibility (CSR) is commitment of the Company to
improve the quality and living standard of the employees and their
families and also to the community and society at large. The Company
believes in undertaking business in such a way that it leads to overall
development of all stake holders and Society.
CAUTIONARY STATEMENT
Statements in this Directors'' Report & Management Discussion and
Analysis Report describing the Company''s activities, projections
about the future, estimates, assumptions with regard to global economic
conditions and Government policies, etc. have been made in good faith
and may be "forward looking statements" within the meaning of
applicable securities laws and regulations. Many unforeseen factors may
come into play and affect the actual results which might differ from
those either expressed or implied. Market data was based on information
gathered from various published and unpublished sources and their
reliability and completeness cannot be assured.
APPRECIATION
The Board of Directors wishes to convey their appreciation to all the
Company''s managing body for their performance and continued support.
The Directors would also like to thank all the Shareholders,
Consultants, Customers, Vendors, Bankers, Service Providers, and
Governmental and Statutory Authorities for their continued support.
By Order of the Board of Directors
For Hindusthan Safety Glass Industries Ltd
Sd/-
Place : Kolkata Pankaj Bubna
Date : 27th August, 2013 Chairman
Registered Office:
31/1 Chatawala ,
3rd Floor, Room No - 309
Kolkata, West Bengal-700 013
Mar 31, 2012
The Directors have pleasure in presenting the 29th Annual Report of
your Company together with the Audited Statements of Accounts for the
year ended March 31, 2012.
FINANCIAL PERFORMANCE
(Rs. in Rupees)
Particulars Year Ended Year Ended
31.03.2012 31.03.2011
Income 2,65,018 77,471
Profit before Taxation 2,292 40,731
Provision for Taxation 709 12,220
Profit/Loss for the year 1,093 28,511
Provision for Deferred Tax 0.00 0.00
Profit/Loss for the Year 1,093 28,511
Earnings Per Share (EPS) 0.00 0.12
DIVIDEND
In view of nominal profits during the year & for better prospective &
expansion, your Directors do not propose any Dividend for the year
under review.
INDUSTRY STRUCTURE AND DEVELOPMENT
The Indian economy has emerged rapidly from the slowdown caused by the
global financial crisis of 2007-09 and remains one of the fastest
growing economies of the world. After dipping to 6.8% in 2008-09, GDP
growth had recovered sharply to 8% and is projected to remain above
this level in 2010-11. Economic and financial events over the year,
however, have increased concerns about the sustainability of the growth
momentum.
The global economic and financial situation is recovering slowly. The
large fiscal deficits and high debt ratios coupled with slow economic
growth have created unsettling conditions for business and have
potential for causing great volatility in financial markets. It is hard
to visualize strong economic growth in the advanced economies in 2010
and to a large extent in 2011. The implications of this, for India''s
strategy to return to the 9.0 per cent growth trajectory, are that
public policy must promote business confidence and facilitate increased
investment.
Apart from above, high current account deficit, particularly in the
context of weakening capital inflows, was also a cause of concern,
which has hitherto managed to compensate the rising trade deficit. The
current account deficit was a manifestation of strong domestic demand
and global weakness. This pressure has abated
somewhat during the past few months, with rise in exports and slowing
(non-oil) imports. However, a strong rebound in India''s exports over
the past couple of months has considerably reduced the pressure, but
India''s overall balance of payments remains weaker than expected,
putting pressure on the Rupee.
OPPORTUNITIES & THREATS
The Fundamental drives of India''s medium term growth prospects remain
intact. However, global developments, in conjunction with Indian Policy
responses to the concerns noted above, are likely to make 2011-12 a
challenging year.
Global economic and financial conditions can be expected to remain
adverse for some time, particularly in the aftermath of Japan''s natural
disaster. Once the current financial year and commodity volatility
subsides, deeper structural factors are likely to slow down economic
growth, particularly in developed economics. Fiscal consolidation in
Europe and an excess supply overhang in the US will probably moderate
growth in the second half, together with increasing expectations of
policy rate rise to quell rising inflation.
In India, inflationary pressure are likely to persist and hence result
in a further, though moderate, monetary policy tightening the impact of
which will be increasingly visible, through rising borrowing costs, in
fiscal 2012. Increasing savings, high interest rates, an expected
lower rise in currency driven by lower food prices, are likely to help
deposits to grow stronger in fiscal 2012. However, in light of
inflationary pressures and rising interest rates, there is a likelihood
that the credit growth momentum might slow in 2011-12.
RISK MANAGEMENT & CONCERNS
The objective of risk management is to balance the trade-off between
risk and returns and ensure optimum risk adjusted return on capital. It
entails the identification, measurement and management of risks across
the various businesses of the Company. Risk is managed through a
framework of policies and principles approved by the Board of Directors
and supported by an Independent risk function that ensures that the
Company operates within its risk appetite. The risk management function
attempts to anticipate vulnerabilities at the transaction level or at
the portfolio level, as appropriate, through quantitative or
qualitative examination of the embedded risks. The Company continues to
focus on refining and improving its risk management systems. In
addition to ensuring compliance with regulatory requirements, the
Company had developed internal systems for assessing capital
requirements keeping in view the business objectives.
The Company has identified following main risks for its business, which
needs to be addressed at this point of time:
1. Credit Risk
2. Market Risk
3. Liquidity Risk
4. Operational Risk
The Company has framed the appropriate business policies to tackle the
challenges of above risks and is continually reviewing and modifying
these policies in order to face the challenges and come out with the
help of Company''s business policies.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
HSGIL has developed adequate Internal Control Systems (ICS) in place to
ensure a smooth functioning of its business. The Control System
provides a reasonable assurance of recording the transactions of its
operations in all material aspects and of providing protection against
misuse or loss of Company''s assets.
The ICS and their adequacy are frequently reviewed and improved and are
documented.
MATERIAL DEVELOPMENT IN HUMAN RESOURCES
The Company was having staff strength of 5 people during the year under
review however the Company is recruiting more experienced employees
during financial year 2011-12. Once the process of new recruitment
will be over, the Company will be able to comment on this.
PUBLIC DEPOSITS
During the year under review, your Company has not accepted any
deposits from the public within the meaning of section 58A of the
Companies Act 1956 and the rules there under.
CAUTIONARY STATEMENT
Statements in the Management Discussions and Analysis describing the
Company''s objectives, projections, estimates, expectations may be
forward looking statements. Actual results may differ materially from
those expressed or implied. Important factors that could make a
difference to the Company''s performance include economic conditions
affecting demand / supply and price conditions in the domestic and
overseas markets in which the Company operates, changes in the
Government Regulations, tax laws, statues and other incidental factors.
MANAGEMENT
There has been following changes in Management of the Company during
the year under review.
DIRECTORS
In accordance with the requirements of the Companies Act, 1956 and as
per the provisions of Articles of Association of the Company, Mr.
Shyama Charan Kumar is liable to retire after conclusion of forthcoming
Annual General Meeting and is eligible, offers himself for
re-appointments in the forthcoming Annual General Meeting.
Except Mr. Shyama Charan Kumar himself, none other Directors are
interested in their respective re- appointments.
Further, none of the Directors of the Company are disqualified under
section 274(1)(g) of the Companies Act 1956.
INFORMATION TECHNOLOGY
The Company aims to maintain a scalable computing infrastructure that
delivers efficient and seamless services across multiple channels for
customer convenience. In order to retain competitive edge, technology
infrastructure has been implemented wherever necessary, in alignment
with business requirements.
COMPLIANCE
The Compliance function of the Company is responsible for independently
ensuring that operating and business units comply with regulatory and
internal guidelines. The Compliance Department of the Company is
continued to play a pivotal role in ensuring implementation of
compliance functions in accordance with the directives issued by
regulators, the Company''s Board of Directors and the Company''s
Compliance Policy. The Audit Committee of the Board reviews the
performance of the Compliance Department and the status of compliance
with regulatory/internal guidelines on a periodic basis.
New Instructions/guidelines issued by the regulatory authorities were
disseminated across the Company to ensure that the business and
functional units operate within the boundaries set by regulators and
that compliance risks are suitably monitored and mitigated in course of
their activities and processes. New products and process launched
during the year were subjected to scrutiny from the Compliance
Standpoint and proposals of financial services were screened from risk
control prospective.
HUMAN RESOURCES
The Company recognizes that its success is deeply embedded in the
success of its human capital. During 2011- 12, the Company continued to
strengthen its HR processes in line with its objective of creating an
inspired workforce. The employee engagement initiatives included
placing greater emphasis on learning and development, launching
leadership development programme, introducing internal communication,
providing opportunities to staff to seek inspirational roles through
internal job postings, streamlining the Performance Management System,
making the compensation structure more competitive and streamlining the
performance- link rewards and incentives.
The Company believes that learning is an ongoing process. Towards this
end, the Company has built a training infrastructure which seeks to
upgrade skill levels across grades and functions through a combination
of in- house and external programme.
STATUTORY INFORMATION
The Company being basically in the investment sector, requirement,
regarding and disclosures of Particulars of conservation of energy and
technology absorption prescribed by the rule is not applicable to us.
AUDITORS
The Auditors M/s Surana Singh Rathi & Co., Chartered Accountants,
Kolkata, statutory Auditors of the Company retiring at the forthcoming
Annual General Meeting of the Company being eligible offer themselves
for re-appointment as the statutory Auditors till next Annual General
Meeting of the Company.
The shareholders are requested to appoint Auditors and fix their
remuneration.
COMMENTS ON AUDITOR''S REPORT
The notes referred to in the Auditor''s Report are self explanatory and
as such they do not call for any further explanation as required under
section 217(3) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES
There were optimum number of employees in Company during the year under
review.
The information as required by provisions of section 217(2A) of the
Companies Act, 1956 read with the companies (Particular of employees)
amendments rules, 1988 is reported to be NIL.
PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956
The necessary information regarding conservation of energy, Technology
Absorption, Adoption and innovation, the information required under
section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules
1988, is not applicable to the Company.
The Company has not earned or used foreign exchange earnings/outgoings
during the year under review.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000
the Directors confirm that:
1. In the preparation of the annuals accounts, for the year ended 31st
March 2012, all the applicable accounting standards prescribed by the
Institute of Chartered Accountants of India have been followed;
2. The Directors had adopted 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 of the
Company for that period.
3. The Directors had 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.
4. The Directors had prepared the annual accounts on a going concern
basis.
REPORT ON CORPORATE GOVERNANCE
The Company is committed to good Corporate Governance. The Company
respects the rights of its Shareholders to inform on the performance of
the Company and its endeavor to maximize the long-term value to the
Shareholders of the Company. As per Clause 49 of the listing Agreement
of the Stock Exchange, a report on Corporate Governance is set out
separately, which forms part of this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Corporate Social Responsibility (CSR) is commitment of the Company to
improve the quality and living standard of the employees and their
families and also to the community and society at large. The Company
believes in undertaking business in such a way that it leads to overall
development of all stake holders and Society.
APPRECIATION
The Board of Directors wishes to convey their appreciation to all the
Company''s managing body for their performance and continued support.
The Directors would also like to thank all the Shareholders,
Consultants, Customers, Vendors, Bankers, Service Providers, and
Governmental and Statutory Authorities for their continued support.
Kolkata, August 17, 2012 By order of the Board
For HINDUSTHAN SAFETY GLASS
INDUSTRIES LIMITED
Registered Office :
158,Lenin Sarani,3rd Floor,
Kolkata, West Bengal-700 013, Sd/-
PANKAJ BUBNA
Chairman
Mar 31, 2011
The Directors have pleasure in presenting the Annual Report of your
Company together with the Audited Statements of Accounts for the year
ended March 31, 2011.
OPERATION AND FINANCIAL RESULTS
Your Directors report that the working of the Company for the year
under review has resulted in a Profit of Rs. 28510.88/- (after tax)
DIVIDEND
In view of nominal profits during the year & for better prospective &
expansion, your Directors do not propose any Dividend for the year
under review.
INDUSTRY STRUCTURE AND DEVELOPMENT
The Indian economy has emerged rapidly from the slowdown caused by the
global financial crisis of 2007-09 and remains one of the fastest
growing economies of the world. After dipping to 6.8% in 2008-09, GDP
growth had recovered sharply to 8% and is projected to remain above
this level in 2010-11. Economic and financial events over the year,
however, have increased concerns about the sustainability of the growth
momentum.
The global economic and financial situation is recovering slowly. The
large fiscal deficits and high debt ratios coupled with slow economic
growth have created unsettling conditions for business and have
potential for causing great volatility in financial markets. It is hard
to visualize strong economic growth in the advanced economies in 2010
and to a large extent in 2011. The implications of this, for India''s
strategy to return to the 9.0 per cent growth trajectory, are that
public policy must promote business confidence and facilitate increased
investment.
Apart from above, high current account deficit, particularly in the
context of weakening capital inflows, was also a cause of concern,
which has hitherto managed to compensate the rising trade deficit. The
current account deficit was a manifestation of strong domestic demand
and global weakness. This pressure has abated somewhat during the past
few months, with rise in exports and slowing (non-oil) imports.
However, a strong rebound in India''s exports over the past couple of
months has considerably reduced the pressure, but India''s overall
balance of payments remains weaker than expected, putting pressure on
the Rupee.
OPPORTUNITIES & THREATS
The Fundamental drives of India''s medium term growth prospects remain
intact. However, global developments, in conjunction with Indian Policy
responses to the concerns noted above, are likely to make 2010-11 a
challenging year.
Global economic and financial conditions can be expected to remain
adverse for some time, particularly in the aftermath of Japan''s natural
disaster. Once the current financial year and commodity volatility
subsides, deeper structural factors are likely to slow down economic
growth, particularly in developed economics. Fiscal consolidation in
Europe and an excess supply overhang in the US will probably moderate
growth in the second half, together with increasing expectations of
policy rate rise to quell rising inflation.
In India, inflationary pressure are likely to persist and hence result
in a further, though moderate, monetary policy tightening the impact of
which will be increasingly visible, through rising borrowing costs, in
fiscal 2011. Increasing savings, high interest rates, an expected lower
rise in currency driven by lower food prices, are likely to help
deposits to grow stronger in fiscal 2011. However, in light of
inflationary pressures and rising interest rates, there is a likelihood
that the credit growth momentum might slow in 2010-11.
RISK MANAGEMENT & CONCERNS
The objective of risk management is to balance the trade-off between
risk and returns and ensure optimum risk adjusted return on capital. It
entails the identification, measurement and management of risks across
the various businesses of the Company. Risk is managed through a
framework of policies and principles approved by the Board of Directors
and supported by an Independent risk function that ensures that the
Company operates within its risk appetite. The risk management function
attempts to anticipate vulnerabilities at the transaction level or at
the portfolio level, as appropriate, through quantitative or
qualitative examination of the embedded risks. The Company continues to
focus on refining and improving its risk management systems. In
addition to ensuring compliance with regulatory requirements, the
Company had developed internal systems for assessing capital
requirements keeping in view the business objectives.
The Company has identified following main risks for its business, which
needs to be addressed at this point of time:
1. Credit Risk
2. Market Risk
3. Liquidity Risk
4. Operational Risk
The Company has framed the appropriate business policies to tackle the
challenges of above risks and is continually reviewing and modifying
these policies in order to face the challenges and come out with the
help of Company''s business policies.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
HSGIL has developed adequate Internal Control Systems (ICS) in place to
ensure a smooth functioning of its business. The Control System
provides a reasonable assurance of recording the transactions of its
operations in all material aspects and of providing protection against
misuse or loss of Company''s assets.
The ICS and their adequacy are frequently reviewed and improved and are
documented.
PUBLIC DEPOSITS
During the year under review, your Company has not accepted any
deposits from the public within the meaning of section 58A of the
Companies Act 1956 and the rules there under.
CAUTIONARY STATEMENT
Statements in the Management Discussions and Analysis describing the
Company''s objectives, projections, estimates, expectations may be
forward looking statements. Actual results may differ materially from
those expressed or implied. Important factors that could make a
difference to the Company''s performance include economic conditions
affecting demand / supply and price conditions in the domestic and
overseas markets in which the Company operates, changes in the
Government Regulations, tax laws, statues and other incidental factors.
MANAGEMENT
There is no Change in Management of the Company during the year under
review.
INFORMATION TECHNOLOGY
The Company aims to maintain a scalable computing infrastructure that
delivers efficient and seamless services across multiple channels for
customer convenience. In order to retain competitive edge, technology
infrastructure has been implemented wherever necessary, in alignment
with business requirements.
COMPLIANCE
The Compliance function of the Company is responsible for independently
ensuring that operating and business units comply with regulatory and
internal guidelines. The Compliance Department of the Company is
continued to play a pivotal role in ensuring implementation of
compliance functions in accordance with the directives issued by
regulators, the Company''s Board of Directors and the Company''s
Compliance Policy. The Audit Committee of the Board reviews the
performance of the Compliance Department and the status of compliance
with regulatory/internal guidelines on a periodic basis.
New Instructions/guidelines issued by the regulatory authorities were
disseminated across the Company to ensure that the business and
functional units operate within the boundaries set by regulators and
that compliance risks are suitably monitored and mitigated in course of
their activities and processes. New products and process launched
during the year were subjected to scrutiny from the Compliance
Standpoint and proposals of financial services were screened from risk
control prospective.
HUMAN RESOURCES
The Company recognizes that its success is deeply embedded in the
success of its human capital. During 2010-11, the Company continued to
strengthen its HR processes in line with its objective of creating an
inspired workforce. The employee engagement initiatives included
placing greater emphasis on learning and development, launching
leadership development programme, introducing internal communication,
providing opportunities to staff to seek inspirational roles through
internal job postings, streamlining the Performance Management System,
making the compensation structure more competitive and streamlining the
performance-link rewards and incentives.
The Company believes that learning is an ongoing process. Towards this
end, the Company has built a training infrastructure which seeks to
upgrade skill levels across grades and functions through a combination
of in-house and external programme.
STATUTORY INFORMATION
The Company being basically in the trading sector, requirement,
regarding disclosures of Particulars of conservation of energy and
technology absorption prescribed by the rule is not applicable to us.
AUDITORS
The Auditors M/s Maheswari K R & Co., Chartered Accountants, Kolkata
statutory Auditors of the Company retiring at the forthcoming Annual
General Meeting of the Company being eligible offer themselves for
re-appointment as the statutory Auditors till next Annual General
Meeting of the Company.
The shareholders are requested to appoint Auditors and fix their
remuneration.
COMMENTS ON AUDITOR''S REPORT:
The notes referred to in the Auditor''s Report are self explanatory and
as such they do not call for any further explanation as required under
section 217(3) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES
There were no employees in Company during the year under review.
The information as required by provisions of section 217(2A) of the
Companies Act, 1956 read with the companies (Particular of employees)
amendments rules, 1988 is reported to be NIL.
PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956
The necessary information regarding conservation of energy, Technology
Absorption, Adoption and innovation, the information required under
section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules
1988, is not applicable to the Company.
The Company has not earned or used foreign exchange earnings/outgoings
during the year under review.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000
the Directors confirm that:
1. In the preparation of the annuals accounts, for the year ended 31st
March 2011, all the applicable accounting standards prescribed by the
Institute of Chartered Accountants of India have been followed.
2. The Directors had adopted 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 of the
Company for that period.
3. The Directors had 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.
4. The Directors had prepared the annual accounts on a going concern
basis.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Corporate Social Responsibility (CSR) is commitment of the Company to
improve the quality and living standard of the employees and their
families and also to the community and society at large. The Company
believes in undertaking business in such a way that it leads to overall
development of all stake holders and Society.
APPRECIATION
The Board of Directors wishes to convey their appreciation to all the
Company''s managing body for their performance and continued support.
The Directors would also like to thank all the Shareholders,
Consultants, Customers, Vendors, Bankers, Service Providers, and
Governmental and Statutory Authorities for their continued support.
Kolkata, 2nd May, 2011 By order of the Board
For HINDUSTHAN SAFETY GLASS
INDUSTRIES LIMITED
Registered Office :
2, St. Georges Gate Road,
Kolkata, West Bengal-700 022, Sd/-
BRATINDRANATH MITRA
Chairman
Mar 31, 2010
The Directors have pleasure in presenting the Annual Report of your
Company together with the Audited Statements of Accounts for the year
ended March 31, 2010.
OPERATION AND FINANCIAL RESULTS
Profit before taxation (69461.83)
Provision for Taxation Nil
Profit after Tax (69461.83)
Transfer to Statutory Reserve. (69461.83)
Profit as per Last Account (1517119.35)
Surplus/Deficit carried to Balance Sheet (1586581.38)
DIVIDEND
In view of nominal profits during the year & for better prospective &
expansion, your Directors do not propose any Dividend for the year
under review.
RISK MANAGEMENT & CONCERNS
The objective of risk management is to balance the trade-off between
risk and returns and ensure optimum risk adjusted return on capital. It
entails the identification, measurement and management of risks across
the various businesses of the Company. Risk is managed through a
framework of policies and principles approved by the Board of Directors
and supported by an Independent risk function that ensures that the
Company operates within its risk appetite. The risk management function
attempts to anticipate vulnerabilities at the transaction level or at
the portfolio level, as appropriate, through quantitative or
qualitative examination of the embedded risks. The Company continues to
focus on refining and improving its risk management systems. In
addition to ensuring compliance with regulatory requirements, the
Company had developed internal systems for assessing capital
requirements keeping in view the business objectives.
The Company has identified following main risks for its business, which
needs to be addressed at this point of time:
1. Credit Risk
2. Market Risk
3. Liquidity Risk
4. Operational Risk
The Company has framed the appropriate business policies to tackle the
challenges of above risks and is continually reviewing and modifying
these policies in order to face the challenges and come out with the
help of Company''s business policies.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
HSGIL has developed adequate Internal Control Systems (ICS) in place to
ensure a smooth functioning of its business. The Control System
provides a reasonable assurance of recording the transactions of its
operations in all material aspects and of providing protection against
misuse or loss of Company''s assets.
The ICS and their adequacy are frequently reviewed and improved and are
documented.
PUBLIC DEPOSITS
During the year under review, your Company has not accepted any
deposits from the public within the meaning of section 58A of the
Companies Act 1956 and the rules there under.
CAUTIONARY STATEMENT
Statements in the Management Discussions and Analysis describing the
Company''s objectives, projections, estimates, expectations may be
forward looking statements. Actual results may differ materially from
those expressed or implied. Important factors that could make a
difference to the Company''s performance include economic conditions
affecting demand / supply and price conditions in the domestic and
overseas markets in which the Company operates, changes in the
Government Regulations, tax laws, statues and other incidental factors.
MANAGEMENT
There is no Change in Management of the Company during the year under
review.
INFORMATION TECHNOLOGY
The Company aims to maintain a scalable computing infrastructure that
delivers efficient and seamless services across multiple channels for
customer convenience. In order to retain competitive edge, technology
infrastructure has been implemented wherever necessary, in alignment
with business requirements.
COMPLIANCE
The Compliance function of the Company is responsible for independently
ensuring that operating and business units comply with regulatory and
internal guidelines. The Compliance Department of the Company is
continued to play a pivotal role in ensuring implementation of
compliance functions in accordance with the directives issued by
regulators, the Company''s Board of Directors and the Company''s
Compliance Policy. The Audit Committee of the Board reviews the
performance of the Compliance Department and the status of compliance
with regulatory/internal guidelines on a periodic basis.
New Instructions/guidelines issued by the regulatory authorities were
disseminated across the Company to ensure that the business and
functional units operate within the boundaries set by regulators and
that compliance risks are suitably monitored and mitigated in course of
their activities and processes. New products and process launched
during the year were subjected to scrutiny from the Compliance
Standpoint and proposals of financial services were screened from risk
control prospective.
HUMAN RESOURCES
The Company recognizes that its success is deeply embedded in the
success of its human capital. During 2009-10, the Company continued to
strengthen its HR processes in line with its objective of creating an
inspired workforce. The employee engagement initiatives included
placing greater emphasis on learning and development, launching
leadership development programme, introducing internal communication,
providing opportunities to staff to seek inspirational roles through
internal job postings, streamlining the Performance Management System,
making the compensation structure more competitive and streamlining the
performance-link rewards and incentives.
The Company believes that learning is an ongoing process. Towards this
end, the Company has built a training infrastructure which seeks to
upgrade skill levels across grades and functions through a combination
of in-house and external programme.
STATUTORY INFORMATION
The Company being basically in the trading sector, requirement,
regarding and disclosures of Particulars of conservation of energy and
technology absorption prescribed by the rule is not applicable to us.
AUDITORS
The Auditors M/s Maheswari K R & Co., Chartered Accountants, Kolkata
statutory Auditors of the Company retiring at the forthcoming Annual
General Meeting of the Company being eligible offer themselves for re-
appointment as the statutory Auditors till next Annual General Meeting
of the Company.
The shareholders are requested to appoint Auditors and fix their
remuneration.
COMMENTS ON AUDITOR''S REPORT:
The notes referred to in the Auditor''s Report are self explanatory and
as such they do not call for any further explanation as required under
section 217(3) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES
There were no employees in Company during the year under review.
The information as required by provisions of section 217(2A) of the
Companies Act, 1956 read with the companies (Particular of employees)
amendments rules, 1988 is reported to be NIL.
PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956
The necessary information regarding conservation of energy, Technology
Absorption, Adoption and innovation, the information required under
section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules
1988, is not applicable to the Company.
The Company has not earned or used foreign exchange earnings/outgoings
during the year under review.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000
the Directors confirm that:
1. In the preparation of the annuals accounts, for the year ended 31st
March 2010, all the applicable accounting standards prescribed by the
Institute of Chartered Accountants of India have been followed;
2. The Directors had adopted 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 of the
Company for that period.
3. The Directors had 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.
4. The Directors had prepared the annual accounts on a going concern
basis.
REPORT ON CORPORATE GOVERNANCE
The Company is committed to good Corporate Governance. The Company
respects the rights of its Shareholders to inform on the performance of
the Company and its endeavor to maximize the long-term value to the
Shareholders of the Company. As per Clause 49 of the listing Agreement
of the Stock Exchange, a report on Corporate Governance is set out
separately, which forms part of this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Corporate Social Responsibility (CSR) is commitment of the Company to
improve the quality and living standard of the employees and their
families and also to the community and society at large. The Company
believes in undertaking business in such a way that it leads to overall
development of all stake holders and Society.
APPRECIATION
The Board of Directors wishes to convey their appreciation to all the
Company''s managing body for their performance and continued support.
The Directors would also like to thank all the Shareholders,
Consultants, Customers, Vendors, Bankers, Service Providers, and
Governmental and Statutory Authorities for their continued support.
Kolkata, 20th July, 2010 By order of the Board
For HINDUSTHAN SAFETY GLASS
INDUSTRIES LIMITED
Registered Office :
2, St. Georges Gate Road,
Kolkata, West Bengal-700 022, Sd/-
BRATINDRANATH MITRA
Chairman
Mar 31, 2009
The Directors have pleasure in presenting the Annual Report of your
Company together with the Audited Statements of Accounts for the year
ended March 31, 2008.
OPERATION AND FINANCIAL RESULTS
Your Directors report that the working of the Company for the year
under review has resulted in a Loss of Rs. -15, 17,119.55 /- (after
tax)
DIVIDEND
In view of nominal profits during the year & for better prospective &
expansion, your Directors do not propose any Dividend for the year
under review.
RISK MANAGEMENT & CONCERNS
The objective of risk management is to balance the trade-off between
risk and returns and ensure optimum risk adjusted return on capital. It
entails the identification, measurement and management of risks across
the various businesses of the Company. Risk is managed through a
framework of policies and principles approved by the Board of Directors
and supported by an Independent risk function that ensures that the
Company operates within its risk appetite. The risk management function
attempts to anticipate vulnerabilities at the transaction level or at
the portfolio level, as appropriate, through quantitative or
qualitative examination of the embedded risks. The Company continues to
focus on refining and improving its risk management systems. In
addition to ensuring compliance with regulatory requirements, the
Company had developed internal systems for assessing capital
requirements keeping in view the business objectives.
The Company has identified following main risks for its business, which
needs to be addressed at this point of time:
1. Credit Risk
2. Market Risk
3. Liquidity Risk
4. Operational Risk
The Company has framed the appropriate business policies to tackle the
challenges of above risks and is continually reviewing and modifying
these policies in order to face the challenges and come out with the
help of Company''s business policies.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
HSGIL has developed adequate Internal Control Systems in place to
ensure a smooth functioning of its business. The Control System
provides a reasonable assurance of recording the transactions of its
operations in all material aspects and of providing protection against
misuse or loss of Company''s assets.
The ICS and their adequacy are frequently reviewed and improved and are
documented.
PUBLIC DEPOSITS
During the year under review, your Company has not accepted any
deposits from the public within the meaning of section 58A of the
Companies Act 1956 and the rules there under.
CAUTIONARY STATEMENT
Statements in the Management Discussions and Analysis describing the
Company''s objectives, projections, estimates, expectations may be
forward looking statements. Actual results may differ materially from
those expressed or implied. Important factors that could make a
difference to the Company''s performance include economic conditions
affecting demand / supply and price conditions in the domestic and
overseas markets in which the Company operates, changes in the
Government Regulations, tax laws, statues and other incidental factors.
MANAGEMENT
There is no Change in Management of the Company during the year under
review.
INFORMATION TECHNOLOGY
The Company aims to maintain a scalable computing infrastructure that
delivers efficient and seamless services across multiple channels for
customer convenience. In order to retain competitive edge, technology
infrastructure has been implemented wherever necessary, in alignment
with business requirements.
COMPLIANCE
The Compliance function of the Company is responsible for independently
ensuring that operating and business units comply with regulatory and
internal guidelines. The Compliance Department of the Company is
continued to play a pivotal role in ensuring implementation of
compliance functions in accordance with the directives issued by
regulators, the Company''s Board of Directors and the Company''s
Compliance Policy. The Audit Committee of the Board reviews the
performance of the Compliance Department and the status of compliance
with regulatory/internal guidelines on a periodic basis.
New Instructions/guidelines issued by the regulatory authorities were
disseminated across the Company to ensure that the business and
functional units operate within the boundaries set by regulators and
that compliance risks are suitably monitored and mitigated in course of
their activities and processes. New products and process launched
during the year were subjected to scrutiny from the Compliance
Standpoint and proposals of financial services were screened from risk
control prospective.
HUMAN RESOURCES
The Company recognizes that its success is deeply embedded in the
success of its human capital. During 2007- 08, the Company continued to
strengthen its HR processes in line with its objective of creating an
inspired workforce. The employee engagement initiatives included
placing greater emphasis on learning and development, launching
leadership development programme, introducing internal communication,
providing opportunities to staff to seek inspirational roles through
internal job postings, streamlining the Performance Management System,
making the compensation structure more competitive and streamlining the
performance- link rewards and incentives.
The Company believes that learning is an ongoing process. Towards this
end, the Company has built a training infrastructure which seeks to
upgrade skill levels across grades and functions through a combination
of in- house and external programme.
STATUTORY INFORMATION
The Company being basically in the investment sector, requirement,
regarding and disclosures of Particulars of conservation of energy and
technology absorption prescribed by the rule is not applicable to us.
AUDITORS
The Auditors M/s Rustagi & Co, Chartered Accountants, Kolkata statutory
Auditors of the Company retiring at the forthcoming Annual General
Meeting of the Company being eligible offer themselves for re-
appointment as the statutory Auditors till next Annual General Meeting
of the Company.
The shareholders are requested to appoint Auditors and fix their
remuneration.
COMMENTS ON AUDITOR''S REPORT:
The notes referred to in the Auditor''s Report are self explanatory and
as such they do not call for any further explanation as required under
section 217(3) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES
There were no employees in Company during the year under review.
The information as required by provisions of section 217(2A) of the
Companies Act, 1956 read with the companies (Particular of employees)
amendments rules, 1988 is reported to be NIL.
PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956
The necessary information regarding conservation of energy, Technology
Absorption, Adoption and innovation, the information required under
section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules
1988, is not applicable to the Company.
The Company has not earned or used foreign exchange earnings/outgoings
during the year under review.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000
the Directors confirm that:
1. In the preparation of the annuals accounts, for the year ended 31st
March 2009, all the applicable accounting standards prescribed by the
Institute of Chartered Accountants of India have been followed;
2. The Directors had adopted 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 of the
Company for that period.
3. The Directors had 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.
4. The Directors had prepared the annual accounts on a going concern
basis.
REPORT ON CORPORATE GOVERNANCE
The Company is committed to good Corporate Governance. The Company
respects the rights of its Shareholders to inform on the performance of
the Company and its endeavor to maximize the long-term value to the
Shareholders of the Company. As per Clause 49 of the listing Agreement
of the Stock Exchange, a report on Corporate Governance is set out
separately, which forms part of this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Corporate Social Responsibility (CSR) is commitment of the Company to
improve the quality and living standard of the employees and their
families and also to the community and society at large. The Company
believes in undertaking business in such a way that it leads to overall
development of all stake holders and Society.
APPRECIATION
The Board of Directors wishes to convey their appreciation to all the
Company''s managing body for their performance and continued support.
The Directors would also like to thank all the Shareholders,
Consultants, Customers, Vendors, Bankers, Service Providers, and
Governmental and Statutory Authorities for their continued support.
Kolkata, July 8, 2009 By order of the Board
For HINDUSTHAN SAFETY GLASS
INDUSTRIES LIMITED
Registered Office :
2, St. Georges Gate Road,
Kolkata, West Bengal-700 022, Sd/-
Bratindranath Mitra
Director
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