Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their 35th Annual Report on
the business and operations of the Company together with the audited
financial statements for the financial year ended March 31st, 2015.
1. Financial Performance of the Company
(Amount in Rs.)
STANDALONE
Particulars 2014-15 2013-14
Profit Before Tax & Provision 167,482 2,486
Less: Provision For Tax 151,545 768
Profit After Tax 15,937 1,717
Profit/ Loss Brought Forward From Previous 81,680 79,962
Year
Profit/ Loss Available for Appropriation 15,937 1,718
Transfer To General Reserve Nil Nil
Proposed Dividend Nil Nil
Tax on Proposed Dividend Nil Nil
Profit Carried Forward 97,617 81,680
Basic/ Diluted Earnings Per Share 0.01 0.01
CONSOLIDATED
Particulars 2014-15 2013-14
Profit Before Tax & Provision 173,953 (1,963)
Less: Provision For Tax 151,545 768
Profit After Tax 22,408 (2,731)
Profit/ Loss Brought Forward From Previous (16,145) (13,414)
Year
Profit/ Loss Available for Appropriation 22,408 (2,731)
Transfer To General Reserve Nil Nil
Proposed Dividend Nil Nil
Tax on Proposed Dividend Nil Nil
Profit Carried Forward (1,082,131) (16,145)
Basic/ Diluted Earnings Per Share 0.01 (0.01)
2. Dividend
Your Directors have not recommended any dividend for the financial year
2014-15 in view of re- investment of the surplus in order to maintain a
healthy capital adequacy ratio to support long term growth of your
company.
3. Transfer Of Unclaimed Dividend To Investor Education And Protection
Fund
The provisions of Section 125(5) of the Companies Act, 2013 do not
apply on the company as no dividend has been declared during the year.
4. Reserves
Your Directors have not proposed to transfer the accumulated profit to
Reserves during the year.
5. Brief description of the Company's working during the year
The Company's Primary business is trading in Sarees having a wide
variety of fabrics and designs. The company has resumed its operation
this financial year (2014-15) with revenue of Rs. 182.89 Lakhs
(Approx.), expenditure Rs 181.21 Lakhs (Approx.) and profit before tax
amounted to Rs. 1.67 Lakhs (Approx.) and Consolidated revenue of Rs.
358.20 Lakhs (Approx.), expenditure Rs 356.46 Lakhs (Approx.) and
profit before tax amounted to Rs. 1.74 Lakhs (Approx.)
6. Change in the nature of business, if any
There is no Change in the nature of business of company during the
financial year
7. Post Balance Sheet Events
No material changes have been occurred between the end of the financial
year of the company to which the financial statements relate and the
date of the report.
8. Details in respect of adequacy of internal financial controls with
reference to the Financial Statements.
The directors, have laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
9. Details of Subsidiary/Joint Ventures/Associate Companies
The Statement in Form AOC-I containing the salient feature of the
financial statement of your Company's subsidiaries, associates and
joint venture companies pursuant to first proviso to Section 129(3) of
the Companies Act, 2013 (Act) read with Rule 5 of the Companies
(Accounts) Rules, 2014, forms part of the Annual Report. Further, in
line with Section 129(3) of the Act read with the aforesaid Rules, the
Listing Agreement with the Stock Exchanges and in accordance with the
Accounting Standard 21 (AS-21), Consolidated Financial Statements
prepared by your Company include financial information of its
subsidiary companies.
The company has three wholly owned subsidiary companies:
i) Eternity Vanijya Private Limited
ii) Mastak Commodities Private Limited
iii) Sanyukta Dealers Private Limited
10. Deposits
The company has neither accepted nor renewed any deposits during the
year, covered under Chapter V of the Act.
11. Statutory Auditors
M/s A. SARAOGI & ASSOCIATES, Chartered Accountants, have been appointed
as Statutory Auditors of the company till the conclusion of the Annual
General Meeting of the company to be held in the year 2017 (subject to
ratification of their re- appointment at every AGM) and the Directors
of the Company shall fix the remuneration from time to time in
consultation with the Audit Committee.
12. Auditors' Report
The observations made by the Auditors are self- explanatory and do not
require any further clarification. Further, the explanations or
comments by the Board on every qualification, reservation or adverse
remark or disclaimer made by the auditor in his report is given.
13. Share Capital
Issue of equity shares with differential rights
Your company has not issued any of its securities with differential
rights during the year under review.
Buy Back of Securities
The company has not bought back any of its securities during the year
under review.
Sweat Equity, Bonus Shares & Employee Stock Option Plan
The company has neither issued sweat equity or bonus shares nor has
provided any stock option scheme to the employees.
Preferential Issue of Capital
Your company has issued 3,000,000 equity shares of Rs 10/- each on
preferential basis to Non- Promoters during the year and as on date the
entire capital is listed with Calcutta Stock Exchange.
14. Extract of the Annual Return
The extract of the Annual Return pursuant to the provisions of section
92 read with Rule 12 of the Companies (Rules), 2014 is furnished in
Annexure A (MGT - 9) and is attached to this Report
15. Conservation of energy, Technology absorption and Foreign exchange
earnings and Outgo
The provisions of section 134(m) of the Companies Act 2013 regarding
the disclosure of particulars of conservation of energy and technology
absorption prescribed by the rules are not applicable to our company.
The company does not have any Foreign Exchange transactions during the
financial year.
16. Corporate Social Responsibility (CSR)
As the company does not have net worth of rupees five hundred crore or
more, or turnover of rupees one thousand crore or more or a net profit
of rupees five crore or more during any financial year, the disclosures
as per Rule 9 of Companies (Corporate Social Responsibility Policy)
Rules, 2014 is not applicable.
17. Directors:
A) Changes in Directors and Key Managerial Personnel
Pursuant to the Resolution of the Board of Directors passed at its
meeting,
Date Name Designation
22.08.2014 Manoj Mahipal Independent
Director
22.08.2014 Pooja Saraogi Independent
Director
22.08.2014 Pankaj Kumar Managing
Agarwal Director
25.07.2014 Kanika Agarwal Company
Secretary
Date Purpose
22.08.2014 Previously appointed as an Independent
Director and now regularized in the
AGM.
22.08.2014 Reappointed as Independent Director for
a further period of five years.
22.08.2014 Appointed as Managing Director of the
Company.
25.07.2014 Appointed as Company Secretary of the
Company w.e.f 06/09/2014.
Further notice has been sent to appoint Mr. Sandeep Kumar Agarwal,
Director of the Company as Chief Financial Officer w.e.f. 29.05.2015.
B) Declaration by an Independent Director(s) and re- appointment
Mr. Manoj Mahipal and Ms. Pooja Saraogi, Independent Directors of the
Company have confirmed that they fulfilled all the conditions of the
Independent Directorship as laid down in sub-section (6) of Section 149
of the Companies Act, 2013 and the rules made there under and the same
have been noted by the Board.
C) Formal Annual Evaluation
In compliance with the Schedule IV of the Companies Act 2013, a meeting
of the Independent Directors of the company was held to review and
evaluate the performance of the Non- Independent Directors and the
chairman of the company taking into account the views of the Executive
Directors and Non- Executive Directors, assessing the quality, quantity
and timeliness of flow of information between the company management
and the Board and also to review the overall performance of the Board.
The meeting of the company was held on 03rd February 2015, wherein the
performance of the Board as a whole was evaluated.
18. Number of meetings of the Board of Directors
Five Meetings of the Board of Directors were held during the financial
year 2014-15. These were held on the following dates:
i) 28/05/2014,
ii) 25/07/2014,
iii) 12/08/2014,
iv) 30/10/2014,
v) 03/02/2015
19. Order of Court
The company is not subject to any legal proceedings and claims which
will have a material or adverse effect on the going concern status or
company's operations or financial conditions.
20. Particulars of Loans, Guarantees or Investments
There are no Loans, gurantees or Investments as per section 186 of the
Companies Act, 2013
21. Audit Committee
Composition of the Audit committee is in accordance with the
requirements of section 177 of the Companies Act 2013 which is stated
below:
Name Designation
Pooja Saraogi Chairman
Pankaj Kumar Agarwal Member
Manoj Mahipal Member
22. Sexual Harassment Of Women At Work Place
The Company has in place a policy in line with the requirements of The
Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set
up to redress complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees) are covered
under this Policy. There were nil complaints received during the year
under review.
23. Details of establishment of vigil mechanism for directors and
employees
Pursuant to sub-section (9) & (10) of section 177 of the Companies Act,
2013, read with rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014, the Company has established a Whistle Blower
Policy (Vigil mechanism) for Directors and Employees of the Company to
report their genuine concerns or grievances. The policy was approved by
the Board of Directors of the Company at its meeting held on 25th July
2014 and the Audit Committee was empowered by the Board of Directors to
monitor the same and to report to the Board about the complaints in an
unbiased manner.
24. Nomination and Remuneration Committee
Composition of the Nomination & Remuneration Committee is in accordance
with the requirements of section 178(1) of the Companies Act 2013. The
composition is as under:
Name Designation
Pooja Saraogi Chairman
Pankaj Kumar Agarwal Member
Manoj Mahipal Member
25. Particulars Of Contracts Or Arrangements With Related Parties:
Your company has no material individual transactions with its related
parties which are covered under section 188 of the Companies Act, 2013,
which are not in the ordinary course of business and not undertaken on
an arm's length basis during the financial year 2014-15.
26. Managerial Remuneration:
The Company earned minimal profit during the year so the Company has
not provided any Managerial Remuneration to the Directors.
27. Secretarial Audit Report
The Secretarial Audit Report has been given by M/s Raghunath Mandal,
Company Secretaries and there is no qualification, reservation or
adverse remark or disclaimer made by the company secretary in the
secretarial audit report.
28. Corporate Governance Certificate & Management Discussion and
Analysis Report
The Corporate Governance certificate from the auditors regarding
compliance of conditions of corporate governance as stipulated in
Clause 49 of the Listing agreement and the Management Discussion and
Analysis Report has been annexed with the report.
29. Risk management policy
The company does not have any Risk Management Policy as the elements of
risk threatening the Company's existence is very minimal.
30. Familiarization Programme for Independent Directors
In terms of Clause 49(II)(B)(7) of the Listing Agreement, your Company
is required to conduct the Familiarization Programme for Independent
Directors (IDs) to familiarise them about their roles, rights,
responsibilities in your Company, nature of the industry in which your
Company operates, business model of your Company, etc., through various
initiatives. The details of such familiarization programmes are
available on your Company's website www.mayukh.co.in and a link to the
said programmes has been provided elsewhere in this Annual Report.
31. Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors
confirm thatÂ
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts on a going concern
basis;
(e) the directors, have laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively, and
(f) the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
32. Acknowledgements
Your Directors would like to express their appreciation of the
co-operation and assistance received from the shareholders, bankers and
other business constituents during the year under review
For and on behalf of the Board of Directors
Sd/- Sd/-
Pankaj Kumar Agarwal Sandeep Kumar Agarwal
Managing Director Chief Financial Officer & Director
Din: 05131265 Din: 06790042
Place: Kolkata
Date: 29th May 2015
Mar 31, 2014
Dear Members,
The directors have pleasure in presenting their Annual Report together
with the Audited Accounts for the year ended 31/03/2014
FINANCIAL RESULTS:
During the period under review the Company has made a profit of Rs.
1,718.00, which when added to the past year credit balance of Rs.
79,962.00, makes a total credit balance of Rs. 81,680.00 which your
directors propose to carry forward to next year.
WORKING OF THE COMPANY:
During the period the funds of the Company were properly utilized.
DIRECTORS RESPONSIBILITY STATEMENT:
i. In the preparation of annual accounts, the applicable accounting
standards had been followed.
ii. Accounting policies are applied consistently and made judgment 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 loss of the company for that period.
iii. Proper & sufficient care was taken for the maintenance of
adequate accounting records in accordance with the provision of
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
iv. The annual accounts had been prepared on the basis of going
concern.
AUDITOR'S REPORT
The observation made by the Auditors are self-explanatory and do not
require any further clarification.
AUDITORS:
M/s For A, Saraogi & Associates, Chartered Accountants, Auditors of the
Company retires and offers them self for re-appointment.
INFORMATION PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT.1956:
The above section is not applicable to the Company as no employees of
the Company are in receipt of the remuneration specified under the
above section.
For and behalf of the Board
MAYUKH CCMMERCIAL LTD.
Place: Kolkata
Date: 20/05/2014
Director / Director Signatory
Mar 31, 2013
Dear Members,
The directors have pleasure in presenting ther annual report together
with the Audited accounts for the year ended 31/03/2013.
FINANCIAL RESULTS:
Durinig the period under review the company has made aloss of Rs. 485.00
which when added to the last year credit balance of Rs. 80,447.00
make a tatal credit balance of Rs. 79,962.00 which your directors
propose to carry forward to next year.
WORKING OF THE COMPANY.
During the period 1ne funds cl tile Company wem p'Operly u'.iLzsd.
DIRFCTSRS RESPONSEIUTV 5TATSMEIMY:
i. ln the preparation or annja seconds. the applicable accounting
standards had oeen foflowed
ii. Accourlmg polices are appi ea consistently snd made judgment and
e3li rates hat are reasonable anc prurient so as to give a true and faur
view of the state of affairs of the company at the end of the financial
year and of the lass of the company for that period
iii. Proper & sufficient care was taken for the maintenance of adequate
accounting records in accordance with the provider of companies Act 1956
for safeguarding the assets of the company and for preventing a and
detecting fraud and other gurantes
iv. The annual accounts been prepared on the basis of going concern.
AUDITORS REPORT:
The observation made by the Auditors are self-explanatory and do not
require any further Clarification
AUDITORS.
M/s For A. Saraogi & Associates. Chartered Accountants Auditors of the
Ccmpony retires and offers them self for re-appointment
INFORMATION PURSUANT TO SECTION 217)2A) OF THE COMPANIES ACT, 1956:
The above seclion .5 not applicable to the Company as no employees of
the Company are in receipt of the remuneration specified under the
above section
For and behalf of the Board
Place: Kolkata
Date 30/05/2013
Mar 31, 2012
Dear Members,
The directors have pleasure in presenting the Annul Report together
with the Audited Account for the year ended 31/C^'ZCT£
FINANCIAL RESULTS:
During the period Under review the Company has made a loss of Rs.
730.00 which when added to 'the past year credit balance of Rs.
81,177.00 makes a total credit be once or Rs. 80 447.00 no which your
directors propose carry toward is next j2i
WORKING OF THE COMPANY:
During the period the funds of the company weere properly utilized
DIRECTORS RESPONSIBILITY STATEMENT:
In the preparation ok annual accounts. the applicable accounting
standards had been followed
Accounting pollcies are applied consistently and made juogment and
estimates that are reseonable 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 loss of the company for that period Proper & sufficient
care was taken for the maintenance of adequate accounting records in
accordance with the provision of Companies Act 1956 for safeguarding
the assets or the company and for preventing and detecting fraud and
other irregularities The annual accounts had Open prepared or the basis
a of going concern
AUDITOR'S REPORT:
The observation made by the Auditors are seif-explanatory and do not
require any futher Clarification
AUDITORS.
M/S A Sarecgi £ Associates Chartered Accountants Auditors of the
company retires and offers them self for re-appointments
INFORMATION PURSUANT TO SECTION 2 A) OF THE COMPANIES ACT.1956:
The above section is not applicable to the Company as n0 employees of
the company are in receipt: of the remuneation specifies under the
above section
For and behalf of the Board
COMMERCIAL LTD
Place: Kolkata
Dale 30/05/2012 Direcror
Mar 31, 2011
Dear Members,
The director have pleasure in ." oresenl.ng their Annual Report
together with the Audited Accounts for the year ended 31/03/2011
FINANGIAL RESULTS'
During the period under review, me company 31500 315 00 which when added
the pass year credit balence of Rs 81 1992 GO makes a total credit
balance of Rs 8 '77 00 which your directors propgss to parry forward to
next year
WORKING OF THE COMPANY;
During the period the funds of the Company were propody utilized
Directors responsibiuty statement.
i) In f d preparation of sntLo accounts. the applicable occcunimg
standards had Duen followed
ii) Accounting polices are aop ec consistently and made judgment end osl
mates tha! are feasor able sue prudent so as to give o true and fair
view of -re state of affairs of the company at the end ch fhe financial
yea: and of the less d the company for that period.
iii) proper sufficient care was taken for fhe management of adequate
acccunting records in accordance v, in the provision of Companies Act
1956 for safegarting the asses to in accordance.
iv) The annual accounts had on me crisis to going concern
AUDITOR'S REPORT:
The cosenoalioii made by life Auditors am l-exp:anatnfy and go not
fsoure any further clarification.
AUDITORS:
M/s A saragi associates charted account auditro of the not any under
INFORM A I ION PURSUANT TO SECTION Z17f2Ai OF THE CO MPANfFS ACT 1356'
The af.-ove sector is not app: cube to dm Yc-mpany ss no employees
Crthe Company are in "ecu pt c; me re run era I.on speed an ulcer the
above section
For and behalf of the Foam:
MAYUKH cOMMERCIASL LTD.
Place Kolkaiav director
Date 30/Q5/2011
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