Mar 31, 2016
DIRECTORS'' REPORT
Dear Members.
The Directors have pleasure in submitting their 24th Annual Report together with the Audited Statements of Account for the year ended on March 31, 2016.
Financial Performance:
The Companyâs financial performance for the year ended 31st March, 2016 is summarized below:
(a) Standalone Amount in (Rs.)
Financial Result |
Year Ended 31.03.2016 |
Year Ended 31.03.2015 |
Total Revenue |
19,94,054 |
2,433,950 |
Profit /(Loss) Before Tax |
3,39,732 |
6,09,207 |
Profit /(Loss) After Tax |
3,39,732 |
6,09,207 |
EPS '' |
0.03 |
0.06 |
(b) Consolidated __Amount in (Rs.)
Financial Result |
Year Ended 31.03.2016 |
Total Revenue |
19,94,054 |
Profit /(Loss) Before Tax |
1,73,308 |
Profit /(Loss) After Tax |
1,72,808 |
EPS |
0.02 |
Notes: Since both the subsidiaries of the Company namely (1) Overflow Trade link Pvt. Ltd.
(2) BRC Construction Co. Pvt. Ltd have become the subsidiaries of Square Four Projects India Ltd in the current financial year 2015-2016, hence, previous year figures are not applicable.
Operating & Financial Performance
During the year, the net revenue from operations of your Company decreased by 18.07 % from Rs 24,33,950/- to Rs. 19,94,054/-. For FY2016, your Company''s profit after tax stood at Rs. 339732/- vis-a-vis Rs. 6,09,207/- in the previous year, registering a decline of 44.23 %.
Change in the nature of business, if any
There is no change in the nature of the business of the Company.
Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future
There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company''s operations in future.
Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report
There were no material changes and commitments affecting the financial position of the Company occurring between March 31, 2016 and the date of this Report of the Directors.
Subsidiary / Joint Ventures / Associates
The Company has two subsidiaries namely (1) Overflow Trade link Pvt. Ltd. (2) BRC Construction Co. Pvt. Ltd. The consolidated accounts of the company along with the subsidiary are being disclosed in the financial Statement of the Company and are forming a part of the financial statement and the particulars are given vide form AOC- I enclosed with the report and marked and marked as Annexure-I.
.
With the view to conserve the resources of company your directors regret to recommend any dividend for the period under report.
The paid up Equity Share Capital as on March 31, 2016 was Rs. 9,80,89,000/-. During the year under review the company has not issued any shares or any convertible instruments.
Adoption of New Articles of Association
The Board of Directors at its meeting held on 19th July, 2016 has adopted a new set of Articles of Association as per the Companies Act, 2013 in place of the existing Articles of Association subject to the approval of the shareholders at the ensuing General Meeting of the Company.
Management Discussion and Analysis:
Industry Structure & Developments. Opportunities & Threats, Outlook
Real estate development business is a large industry and major shaper of the built environment whose structure has implications for the form and structure of cities. Real estate development, or property development, is a multifaceted business. Hence, it will also effect the growth of the company in the coming years. Real estate sector has witnessed high growth in recent times.
Segment wise performance
The Company is engaged in the real estate business activity only. Accordingly, the Company is a single business segment company and hence segment wise reporting is not applicable.
Internal Financial Control
The Company has in place an established internal control system designed to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances. Company''s Policies on Remuneration, Employee Concern (Whistle Blowing) and also the Code of Conduct applicable to Directors and Employees of the Company have been complied with. These Policies and the Code of Conduct are available on the Company''s website at www.squarefourgroup.in
Risk Management
The Board members were informed about risk assessment and minimization procedures after which the Board formally adopted Risk Management policy and implemented for the company.
The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.
Directors / Key Managerial Personnel (KMP)
In accordance with the provisions of Companies Act, 2013 Mr. Ganesh Kumar Singhania (DIN-01248747), Director of the Company retires by rotation and being eligible offers himself for re-appointment.
At the board meeting held on 31.03.2016 the Board had re-appointed Mr. Ganesh Kumar Singhania as the Managing Director of the company for a period of three years w.e.f. 01.04.2016.
All the Independent directors have given declaration that they meet the criteria of independence as laid down under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
All Directors, Key Managerial Personnel and senior management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employeeswww.squarefourgroup.inI section
Meetings of Board and Committees
During the financial year 2015-2016, the Board met 6 times on 28.04.2015, 30.05.2015, I14.08.2015, 14.11.2015, 12.02.2016 and 31.03.2016.
During the financial year 2015-2016, the Committee met 5 times on 28.04.2015, I30.05.2015, 14.08.2015, 14.11.2015 and 12.02.2016.
Nomination and Remuneration Committee Meetings
During the financial year 2015-2016, the Committee met once on 31.03.2016.
Stakeholders Relationship Committee Meetings
During the financial year 2015-2016, the Committee met 2 times on 16.07.2015 and Rs,15.12.2015,
Meeting of Independent Directors
During the financial year under review,, the Independent Directors of the Company Hemet on 31.12.2015.
Directors'' Responsibility Statement
The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on March 31s1, 2015 and state that :
(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 of the Company for that I period;
(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Directors have prepared the annual accounts on a going concern basis;
(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
(vi) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Contracts and Arrangements with Related Party
The related party transactions in accordance with provisions of Section 188 of the Companies Act, 2013 and as identified by Management and auditors are disclosed in Form AOC-2 vide Annexure-II.
The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at www.squarefourgroup.in. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.
Key Managerial Personnel
The following persons are the Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013:
a) Mr. Ganesh Kumar Singhania - Managing Director
b) Mr. Arup Chakraborty - Chief Financial Officer
c) Mr. Aditya Tiwari- Company Secretary
Board Evaluation
Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its committee.
Corporate Governance
Corporate Governance is not applicable to the Company in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Audit Committee
The Audit Committee comprises of the following Directors:
Name |
Status |
Category |
Mr. Jai Kumar Sharma |
Chairman |
Independent Director |
Mrs. Shabana Anjoom |
Member |
Independent Director |
Mr. Arun Kumar Singh |
Member |
Director |
I recommendations
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises of the following Directors:
Name |
Status |
Category |
Mr. Jay Kumar Sharma |
Chairman |
Independent Director |
Mrs. Shabana Anjoom |
Member |
Independent Director |
Mr. Arun Kumar Singh |
Member |
Director |
The Company''s Remuneration Policy is available on the Company''s website
www.squarefourgroup.in and is attached as Annexure -III and forms part of this Report Of
Stakeholders Relationship Committee I
The Stakeholders Relationship Committee comprises of the following Directors: I
Name |
Status |
Category |
Mr. Jay Kumar Sharma |
Chairman |
Independent Director |
Mrs. Shabana Anjoom |
Member |
Independent Director |
Mr. Arun Kumar Singh |
Member |
Director |
Vigil Mechanism
In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty integrity and ethical behavior the company has adopted a vigil mechanism policy which is available on the Company''s website www.squarefourgroup.in
Corporate Social Responsibility
The provision of the Companies Act, 2013 regarding Corporate Social Responsibility is not applicable to the Company
Listing
The shares of the Company are listed on the Bombay Stock Exchange. The Company''s shares are compulsorily traded in the dematerialized form. The ISIN number allotted is INE 716K01012. Shares of the Company were also listed with Hyderabad and Ahmadabad Stock Exchanges. However, these stock exchanges stand de-recognized by the SEBI as on date.
Statutory Auditors
M/s S. Ramanand Aiyer & Co., Chartered Accountants, hold office as Auditors of the Company till the conclusion of the ensuing Annual General Meeting, and being eligible, offer themselves for reappointment pursuant to the provisions of Section 139 of the Companies Act, 2013. There are no qualifications or observations or remarks made by the Auditors in their Report.
Secretarial Audit
A Secretarial Audit was conducted during the year by M/s. A. K. Labh & Co., Company Secretaries, in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditor''s Report is attached as Annexure-IV and forms a part of this Report of the Directors. There are no qualifications or observations or remarks made by the Secretarial Auditor in his Report.
Internal Audit
Mr, Aditya Tiwari , Company Secretary performs the duties of internal auditors of the company and his report is reviewed by the audit committee from time to time.
Deposits
The Company has not accepted any deposit from the public within the meaning of Section 73 of the Companies Act, 2013.
Loans, guarantees and investments
It is the Company''s policy not to give loans, directly or indirectly, to any person (other than to employees under contractual obligations) or to other body corporate or give any guarantee or provide any security in connection with a loan to any other body corporate or person. The Company also does not have any investment in securities of any other body corporate apart from that one as stated vide Note 7 as attached to the financial statement of the company as on 31.03.2016.
Conservation Of Energy. Technology Absorption, Foreign Exchange Earning and Outgo
In compliance with the provisions of section 134(3) (m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 your company has to report that:
a) Your Company has neither carried out any Research and Development Work nor spent any amount on it.
b) There were no foreign exchange earnings or outgo.
There are no employees who are in receipt of remuneration in excess of the limit specified under section 134(3) (q) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT- 9 is annexed herewith as Annexure-V.
Particulars of Employees
Information in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, regarding employees is given in Annexure-VI forming part of the Directors'' Report.
Sexual Harassment Policy
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable to the Company as there is no female employee in the Company.
Acknowledgement
Your Directors acknowledge the continued support extended by the bankers, clients and employees of the Company.
For Square Four Projects India Limited
On behalf of the Board
Sd/-
Ganesh Kumar Singhania
(Managing Director)
DIN: 01248747
Sd/-
Jai Kumar Sharma
Place: Kolkata (Director)
Date: 19.07.2016 DIN: 06879084
Mar 31, 2015
Dear Members,
The Directors have pleasure in submitting their Annual Report together
with the Audited Statements of Account for the year ended on March 31,
2015.
Financial Performance
The Company's financial performance for the year ended 31st march, 2015
is summarized below:
Amount in (Rs.)
Financial Result Year Ended Year Ended
31.03.2015 31.03.2014
Total Revenue 2,433,950 3,714,162
Profit /(Loss) Before Tax 6,09,207 2,462,091
Profit /(Loss) After Tax 6,09,207 2,462,091
Balance carried to Balance Sheet 6,09,207 2,462,091
Operating & Financial Performance
During the year, the net revenue from operations of your Company
decreased by 34.47 % from Rs 37,14,162 to Rs. 24,33,950. For FY2015,
your Company's profit after tax stood at Rs. 6, 09,207 vis-a- vis Rs.
24,62,091 in the previous year, registering a decline of 75.26 %.
Change in the nature of business, if any
There is no change in the nature of the business of the Company.
Details of significant and material orders passed by the regulators or
courts or tribunals impacting the going concern status and company's
operations in future
There were no significant and material orders passed by regulators or
courts or tribunals impacting the going concern status and Company's
operations in future.
Material changes and commitments, if any, affecting the financial
position of the company which have occurred between the end of the
financial year of the company to which the financial statements relate
and the date of the report
There were no material changes and commitments affecting the financial
position of the Company occurring between March 31, 2015 and the date
of this Report of the Directors.
Subsidiary / Joint Ventures / Associates
The Company has nosubsidiaries / Joint Ventures / Associates as on
31.03.2015 companies thereforeno disclosures in this regard are
provided in this Report.
The Company has in place an established internal control system
designed to ensure proper recording of financial and operational
information and compliance of various internal controls and other
regulatory and statutory compliances.
Company's Policies on Remuneration, Employee Concern (Whistle
Blowing) and also the Code ofConduct applicable to Directors and
Employees of the Company have been complied with. These Policies and
the Code of Conduct are available on the Company's website at
www.essensupplements.com
Dividend
With the view to conserve the resources of company your directors
regret to recommend any dividend for the period under report.
Share Capital
The paid up Equity Share Capital as on March 31, 2015 was
Rs.9,80,89,000/-. During the year under review the company has not
issued any shares or any convertible instruments.
Segment wise performance
The Company is engaged in the real estate business activity only.
Accordingly, the Company is a single business segment company and hence
segment wise reporting is not applicable.
Industry Structure & Developments, Opportunities & Threats, Outlook
Real estate development business is a large industry and major shaper
of the built environment whose structure has implications for the form
and structure of cities.Real estate development, or property
development, is a multifaceted business.
Hence, it will also effect the growth of the company in the coming
years. Real estate sector has witnessed high growth in recent times.
Risk Management
The Board members were informed about risk assessment and minimization
procedures after which the Board formally adopted Risk Management
policy and implemented for the company.
The main objective of this policy is to ensure sustainable business
growth with stability and to promote a pro-active approach in
reporting, evaluating and resolving risks associated with the business.
In order to achieve the key objective, the policy establishes a
structured and disciplined approach to Risk Management, in order to
guide decisions on risk related issues.
Directors / Key Managerial Personnel(KMP)
In accordance with the provisions of Companies Act, 2013 Mr. Arun Kumar
Singh (DIN-00416126), Director of the Company retires by rotation and
being eligible offers himself for re-appointment.
At the board meetings held on 30.06.2014 the board had appointed Mr.
Aditya Tiwari (Membership no. 32204) as the Company Secretary of the
company& on 14.08.2014 the board had appointed Mrs. Shabana Anjoom
(DIN- 06937428) as the independent (women) director of the company for
a period of 5 years and Mr. Arup Chakraborty (AFZPC7615R) as the CFO of
the Company under Key Managerial Personnel as per Companies Act, 2013.
At the 22nd Annual General Meeting of the Company Mr. Tapas Mukherjee
(DIN- 03121793) was appointed as an Independent director under the
Companies Act, 2013 for 5 consecutive years for a term upto 21.09.2019.
However, he resigned from the directorship of the company on
14.11.2014.
All the Independent directors have given declaration that they meet the
criteria of independence as laid down under section 149(6) of the
Companies Act, 2013 and clause 49 of listing agreement.
Mr. Jai Kumar Sharma (DIN-06879084) was appointed as additional
director of the company w.e.f 14.11.2014 in independent capacity for a
tenure of 5 years w.e.f. 14.11.2014 subject to approval at the forth
coming Annual General Meeting.
All Directors, Key Managerial Personnel and senior management of the
Company have confirmed compliance with the Code of Conduct applicable
to the Directors and employees of the Company The Code of Conduct is
available on the Company's website www.essensupplements.com.All
Directors have confirmed compliance with provisions of section 164 of
the Companies Act, 2013.
Meetings of Board and Committees
The details of number and dates of meetings held by the Board and its
Committees and attendance of Directors is given separately in the
attached Corporate Governance Report.
Directors' Responsibility Statement
The Board of Directors acknowledges the responsibility for ensuring
compliance with the provisions of section 134(3)(c) read with section
134(5) of the Companies Act, 2013 and Clause 49(III)(D)(4)(a) of the
listing agreement with Stock Exchanges in the preparation of the annual
accounts for the year ended on March 31st, 2015 and state that :
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
(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 of
the Company for that period;
(iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(iv) the Directors have prepared the annual accounts on a going concern
basis;
(v) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
(vi) There is a proper system to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating
effectively.
Contracts and Arrangements with Related Party
There were no contracts or arrangements entered into by the company in
accordance with provisions of section 188 of the Companies Act, 2013.
There are no materially significant related party transactions made by
the Company with Promoters, Directors, Key Managerial Personnel or
other designated persons which may have a potential conflict with the
interest of the Company at large.
The policy on Related Party Transactions as approved by the Board is
uploaded on the Company's website at www.essensupplements.com. None
of the Directors has any pecuniary relationships or transactions
vis-a-vis the Company.
Key Managerial Personnel
The following persons were appointed as Key Managerial Personnel of the
Company compliance with the provisions of Section 203 of the Companies
Act, 2013:
a) Mr.Ganesh Kumar Singhania - Managing Director
b) Mr. Arup Chakraborty - Chief Financial Officer
c) Mr. Aditya Tiwari- Company Secretary
Board Evaluation
Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the
Listing Agreement, the Board has carried out annual performance
evaluation of its own performance, the directors individually as well
the evaluation of the working of its committee.
Corporate Governance
The Corporate Governance Report giving the details as required under
Clause 49 of the listing agreement with the Stock Exchanges is given
separately as Annexure-Iand forms part of this Report of theDirectors.
The Corporate Governance Certificate for the year ended on March 31,
2015 issued by the statutory auditors of the company, is also attached
separately as Annexure II andforms part of this Report.
Audit Committee
The Audit Committee was re-constituted on 14.11.2014. The Committee
comprises of the following Directors:
Name Status Category
Mr. Jai Kumar Sharma Chairman Independent Director
Mr. Arun Singh Member Director
Mrs. Shabana Anjoom Member Independent Director
During the year there were no instances where the Board had not
accepted the recommendations of the Audit Committee.
Vigil Mechanism
In order to ensure that the activities of the Company and its employees
are conducted in a fair and transparent manner by adoption of highest
standards of professionalism, honesty, integrity and ethical behavior
the company has adopted a vigil mechanism policy which is available on
the Company's website www.essensupplements.com
Corporate Social Responsibility
The provisions of Companies Act, 2013 regarding Corporate Social
Responsibility are not attracted to the Company.
Nomination and Remuneration Committee
A Nomination and Remuneration Committee was re-constituted on
14.11.2014. To comply with the requirements of the Companies Act, 2013
and the listing agreements with Stock Exchanges, the name of the
Committee was changed to Nomination & Remuneration Committee effective
from November 11, 2014.The Committee comprises of the following
Directors:
Name Status Category
Mr. Jai Kumar Sharma Chairman Independent Director
Mr. Arun Singh Member Director
Mrs. Shabana Anjoom Member Independent Director
The Company's Remuneration Policy is available on the Company's website
www.essensupplements.com and is attached as Annexure -III and forms a
part of this Report of the Directors.
Stakeholders Relationship Committee
To comply with the requirements of the Companies Act, 2013 and the
listing agreements with Stock Exchanges, the name of the Committee was
changed to Stakeholders Relationship Committee effective from November
14, 2014. The Committee comprises of the following Directors:
Name Status Category
Mr. Jai Kumar Sharma Chairman Independent Director
Mr. Arun Singh Member Director
Mrs. Shabana Anjoom Member Independent Director
Listing
The shares of the Company are listed on the BombayStock Exchange. The
Company's shares are compulsorily traded in the dematerialized form.
The ISIN number allotted isINE716K01012. Shares of the Company were
also listed with Hyderabad and Ahmedabad Stock Exchanges. However,
these stock exchanges stands de-recognized by the SEBI as on date.
Auditors:
Statutory Auditors:
M/s S. Ramanand Aiyer & Co., Chartered Accountants, hold office as
Auditors of the Company till the conclusion of the ensuing Annual
General Meeting, and being eligible, offer themselves for reappointment
pursuant to the provisions of Section 139 of the Companies Act, 2013.
There are no qualifications or observations or remarks made by the
Auditors in their Report.
Secretarial Audit
A Secretarial Audit was conducted during the year byM/s. A.K. Labh &
Co.,Company Secretaries, in accordance with the provisions of Section
204 of the Companies Act, 2013. The Secretarial Auditor's Report is
attached as Annexure-IVand forms a part of this Report of the
Directors.There are no qualifications or observations or remarks made
by the Secretarial Auditor in his Report.
Mr. Aditya Tiwari, CompanySecretary performs the duties of internal
auditors of the company and their report is reviewed by the audit
committee from time to time.
Fixed Deposits
The Company has not accepted any deposits from the public, and as such,
there are no outstanding deposits in terms of the Companies (Acceptance
of Deposits) Rules, 2014.
Loans, guarantees and investments
It is the Company's policy not to give loans, directly or indirectly,
to any person (other than to employees under contractual obligations)
or to other body corporate or give any guarantee or provide any
security in connection with a loan to any other body corporate or
person. The Company also does not have any investment in securities of
any other body corporate apart from that one as stated vide Note 7 as
attached to the financial statement of the company as on 31.03.2015
Conservation Of Energy, Technology Absorption, Foreign Exchange Earning
and Outgo:
In compliance with the provisions of section 134(3) (m) read with Rule
8(3) of the Companies (Accounts) Rules, 2014 your company has to report
that:
a) Your Company has neither carried out any Research and Development
Work nor spent any amount on it.
b) There were no foreign exchange earnings or outgo.
There are no employees who are in receipt of remuneration in excess of
the limit specified under section 134(3) (q) read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith as Annexure-V.
Sexual Harassment Policy:
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 is not applicable to the Company as there is no
female employee in the company.
Acknowledgements
Your Directors acknowledge the continued support extended by the
bankers, clients and employees of the Company.
On behalf of the Board
Ganesh Kumar Singhania
(Managing Director)
DIN:01248747
Place: Kolkata Jai Kumar Sharma
Date: 30.05.2015 (Director)
DIN:06879084
Mar 31, 2014
Dear Members,
The directors have pleasure in presenting the Annual Report and
Audited statement of Accounts of the company for the year ended
31.03.2014.
(Rs.)
FINANCIAL RESULTS: Year ended on Year ended
31.03.2014 31.03.2013
total Income 37.14,162 14.89.653
profit/ (Loss) before fax 24,62,091 4.23.262
profit/ (Loss) after Tax 24.62.091 4.23.262
alance in Profit & Loss Account of (5.81.17.892) (5.85.41.154)
revious Year
alance Carried to Balance Sheet (5.56.55.801) (5.81.17.892)
DIVIDEND:
In view of the accumulated losses, the Directors regret to propose anv
dividend for the vear ended 31st March. 2014.
PERFORMANCE OF THE COMPANY
The Iotal income of the Company has been increased from 14.90 Lacs to
37.14 Lacs. The management is committed and consistent in the efforts
of taking new measures to increase the performance of the Company.
DIRECTORS:
Mr. (ianesh Kumar Singhania , Director of the company retires by
rotation and being eligible offers himself for re-appointment.
Mrs. Shabana Anjoom was apointed as additional director w.e.L
14.08.2014 and her appointment is proposed to be confirmed in the
forthcoming Annual general meeting.
Pursuant to the provisions of Section 149 of the Companies Act. 2013
the Independent directors namely Mrs. Shabana Anjoom and Mr. lapas
Mukherjee are being proposed to be appointed for a term of 5 sears
w.e.f. 01.10.2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPRT1QN AND FOREIGN EXCHANGE:
The particulars regarding conservation of energy, technology
absorption, etc. in accordance with the provisions of 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 are
enclosed and forms part of our report. The Company does not have any
foreign exchange earning and outgo during the year under report.
FIXED DEPOSIT
The Company has neither invited nor accepted any deposit from the
public.
PERSONNEL:
There is no employee as defined under Section 217 (2A) of the Companies
Act. 1956, read with the Companies (Particular of Employees) Rules,
1975 in receipt of remuneration in excess of limits specified therein.
AUDIT COMMITTEE:
The Audit Committee comprises of Mr. Tapas Mukherjee, Mr. Arun Kumar
Singh and Mr. Ganesh Kumar Singhania as on 31.03.2014. Mr. Tapas
Mukherjee is the Chairman of the committee. The terms and reference of
the committee are at par with the provisions of Section 292A of the
Companies Act, 1956.
REMUNERATION COMMITTEE
The Remuneration Committee comprises of Mr. Tapas Mukherjee, Mr. Arun
Kumar Singh and Mr. Ganesh Kumar Singhania as on 31.03.2014. Mr. Tapas
Mukherjee is the Chairman of the committee.
SHAREHOLDERS7INVESTORS'' GRIEVANCE COMMITTEE
The Committee comprises of Mr. Tapas Mukherjee, Mr. Arun Kumar Singh
and Mr. Ganesh Kumar Singhania as on 31.03.2014. Mr. Tapas Mukherjee is
the Chairman of the committee.
AUDITORS
Your company''s Auditors M/s S. Ramanand Aiyar & Co., Chartered
Accountants retire at the ensuring Annual General Meeting and being
eligible, offer themselves for re-appointment.
AUDITORS'' OBSERVATIONS:
Auditors'' observations are duly dealt in notes on accounts and are
self-explanatory.
DIRECTORS'' RESPONSIBILITY STATEMENT:
a) Pursuant to the provisions of Section 2I7(2AA) of the Companies Act.
1956 the directors
eonfirrmthat in the preparation of the annual accounts, the applicable
accounting standards has been follow ed along with proper explanation
relating to material departures:
b) that the directors had selected such accounting policies and applied
them consistently and
made judgements and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the
end of the financial year and of the profit or loss of the Company for
that period:
c) that the directors had taken proper and sufficient care for the
maintenance of adequate
accounting records in accordance w ith the provisions of this Act for
safeguarding the assets of the Compan and for preventing and detecting
fraud and other irregularities;
d) that the directors had prepared the annual accounts on a going
concern basis.
LISTING:
The Shares of the Company are listed at Bombay. Hyderabad and Ahmedabad
Stock exchanges. I he listing fee to all the stock exchanges are paid
up-to-date
CORPORATE GOVERANCE:
A report on Corporate Governance alongwith the certificate thereon is
separately attached in the Report.
HOLDING/SUBSIDIARY COMPANY
The company does not have any holding or subsidiary company.
DEPOSITORY SYSTEM:
Hie Company''s shares are under compulsory demat mode and hence the
Company has entered into agreement w ith NSDI./CDSI. and the shares of
company are tradable in demat mode. Members are requested to
dematerialize their holding for their operational convenience.
ACKNOWLEDGEMENT:
Industrial relation continues to be cordial during the year. Your
directors acknowledge the continued support extended by the bankers,
clients and employ ees of the Companv
On behalf of the Board
Ganesh Kumar Singhania
(Managing Director)
Place: Kolkata Arun Kumar Singh
Date: 14.08.2014 (Director)
Mar 31, 2013
To the members ofM/s Square Four Projects India Limited (formerly :
Essen Suppliments India Limited)
The directors have pleasure in presenting the Annual Report and
Audited statement of Accounts of the company for the year ended
31.03.2013.
(Rs.)
FINANCEAL RESULTS: Year ended on Year ended
31.03.2013 31.03.2012
Total Income 14,89,653 48,35,053
Profit/ (Loss) before Tax 4,23,262 41,29,538
Profit/ (Loss) after Tax 4,23,262 41,29,538
Balance in Profit & Loss Account
of Previous Year (5,85,41,154) (6,26,70,692)
Balance Carried to Balance Sheet (5,81,17,892) (5,85,41,154)
DIVIDEND:
In view of the accumulated losses, the Directors regret to propose any
dividend for the year ended 31st March 2013.
PERFORMANCE OF THE COMPANY:
The Total income of the Company has been decreased from Rs.48.35 Lacs
to Rs. 14.90 Lacs. The management is committed and consistent in the
efforts of taking new measures to increase the performance of the
Company. The management is exploring some business avenues in real
estate sector and accordingly has made alteration in the object clause
of Memorandum of Association of the Company too.
CHANGE OF NAME:
The name of the Company has been changed from "ESSEN SUPPLEMENTS INDIA
LIMITED" to "SQUARE FOUR PROJECTS INDIA LIMITED" vide the fresh
certificate of incorporation dated 26.07.2013 as issued by the Office
of Registrar of Companies, West Bengal consequent upon change of name
of the company.
DIRECTORS:
Mr. Arun Kumar Singh, Director of the Company retires by rotation and
being eligible, offer himself for reappointment at the ensuing Annual
General Meeting.
Mr. Pawan Kumar Goel and Mr. Sanjay Jhajharia have resigned from the
Board of Directors of the Company w.e.f. 28th March, 2013.The Board
places on record its deep sense of appreciation for the valuable
services rendered by them during their tenure of directorship.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPRTION AND FOREIGN EXCHANGE;
The particulars regarding conservation of energy, technology
absorption, etc. in accordance with the provisions of Section 217(l)(e)
of the Companies Act, 1956 read with the Companies (Disclosure of
particulars in the report of Board of Directors) Rules, 1988 are
enclosed and forms part of our report. The Company does not have any
foreign exchange earning and outgo during the year under report.
FIXED DEPOSIT:
The Company has neither invited nor accepted any deposit from the
public.
PERSONNEL:
There is no employee as defined under Section 217 (2A) of the Companies
Act, 1956, read with the Companies (Particular of Employees) Rules,
1975 in receipt of remuneration in excess of limits specified therein.
AUDIT COMMITTEE:
The Audit Committee comprises of Mr.Tapas Mukherjee, Mr.Arun Kumar
Singh and Mr.Ganesh Kumar Singhania. Mr.Tapas Mukherjee is the Chairman
of the committee. The terms and reference of the committee are at par
with the provisions of Section 292A of the Companies Act, 1956.
REMUNERATION COMMITTEE:
The Remuneration Committee comprises of Mr.Tapas Mukherjee, Mr.Arun
Kumar Singh and Mr.Ganesh Kumar Singhania. Mr.Tapas Mukherjee is the
Chairman of the committee.
AUDITORS:
Your company''s Auditors M/s S. Ramanand Aiyar & Co., Chartered
Accountants retire at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment.
AUDITORS'' OBSERVATIONS:
Auditors'' observations are duly dealt in notes on accounts and are
self-explanatory.
DIRECTORS'' RESPONSIBILITY STATEMENT:
a) Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956 the directors confirm: that in the preparation of the annual
accounts, the applicable accounting standards has been followed along
with proper explanation relating to material departures;
b) That the directors had 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 fan- view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for that period;
c) That 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;
d) That the directors had prepared the annual accounts on a going
concern basis.
SHIFTING OF REGISTERED OFFICE:
The Registered office of the company has been shifted from the State of
Andhra Pradesh to the State of West Bengal vide the order of the
Regional Director, South Eastern Region, Hyderabad dated. 28.02.2013.
LISTING:
The Shares of the Company are listed at Bombay, Hyderabad and Ahmedabad
Stock Exchanges. The listing fee to all the stock exchanges are paid
up-to-date
CORPORATE GOVERANCE:
A report on Corporate Governance along with the certificate thereon is
separately attached in the Report.
HOLDING/SUBSIDIARY COMPANY:
The company does not have any holding or subsidiary company.
DEPOSITORY SYSTEM:
The Company''s shares are under compulsory demat mode and hence the
Company has entered into agreement with NSDL/CDSL and the shares of
company are tradable in demat mode. Members are requested to
dematerialize their holding for their operational convenience.
ACKNOWLEDGEMENT:
Industrial relation continues to be cordial during the year. Your
directors acknowledge the continued support extended by the bankers,
clients and employees of the Company.
On behalf of the Board
Ganesh Kumar Singhania
(Managing Director)
Place: Kolkata Arun Kumar Singh
Dated: 30.05.2013 (Director)
Mar 31, 2010
The Directors are presenting their Nineteenth Annual Report together
with the Audited Accounts fori the year ended 31st March, 2010.
1. PERFORMANCE OF THE COMPANY
During the year under review, the Company has incurred a Net Loss of
Rs. 1.10 Crs.
During the year, the Company was not able to attain projected turnover
due to financia constraints. There was substantial loss in sale of some
assets of the company. During the yea; under review, the operations of
the Company were stable. The Company has identified new clients and new
growth areas. Your Directors are hopeful of achieving better
performance in the forthcoming year(s).
2. CHANGE OF MANAGEMENT AND CAPITAL
During the year there has been change in the control of the company,
the promoters share: has been acquired by some new promoters and hence
mere has been change in the board of directors.
The suspension of trading of shares at the Bombay Stock Exchange has
been revoked this year and the company has got the dematerialization of
shares facility from NSDL.
The paid up Capital of the Company has been increased from 31,08,900
Equity shares of Rs. 10 each to 58,08,900 Equity Shares of Rs. 10 each
by fresh allotment of 27,00,000 Equity Shares of Rs. 10 each by way of
Preferential Allotment of Equity Shares to the new promoters of the
company.
3. DIVIDEND
In view of the accumulated losses, the Directors have decided not to
propose any dividend for the year ended 31st March, 2010.
4. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis of operation of the Company for the
year under review as required under clause 49 of the fisting agreement
with the Stock Exchanges, is given in the section of Corporate
Governance elsewhere in the Annual Report.
5. PUBLIC DEPOSITS
Your Company has not accepted any Deposits from the public.
6. LISTING OF SECURITIES OF THE COMPANY
The equity shares of your Company continue to be listed on the Stock
Exchanges at Mumbai, Hyderabad and Ahmedabad. The listing fees for the
Bombay Stock Exchange have been paid for the year 2009-10. The Company
has also paid the listing fees of Hyderabad and Ahmedabad Stock
Exchanges during the current year.
7. DIRECTORS RESPONSIBILITIES STATEMENT
As required under section 217(2 AA) of the Companies Act, 1956, your
Directors confirm that they have:
Followed in the preparation of Annual Accounts, the applicable
accounting standards and given proper explanation in the respective
notes to accounts of the company;
i. Selected such accounting policies and applied them consistently and
made judgments and estimates that were reasonable and prudent so as to
give a true and fair view of the state of affairs of the company as at
31st March, 2010 and of the profit for the year ended on that date;
ii. Taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 1956, for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities, and
iii. Prepared the annual accounts on a going concern basis.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Lighting systems have been designed to have optimum energy utilization.
The company does not have any research and development programme except
for regular quality improvement techniques and me foreign exchange
earnings & outgo are given in the Notes on Accounts.
The details regarding the Conservation of Energy, Technology,
Absorption and Foreign Exchange Earnings & Outgo a per section
217(f)(e) of the Companies Act, 1956 read with Companies (Disclosure of
Particulars in the Report of Board of Direction) Rules, 1988 for the
year ended 31st March 2010 are as follows:
Information pursuant to the Companies (Disclosure of Particulars in the
Report of the Board of Direction) Rules, 1988.
A. CONSERVATION OF ENERGY:
a) Energy conservation measures taken. The Company continues to give
high priority to conservation of energy on an on-going basis. A few
significant measures taken are:
i. Periodical and preventive maintenance of equipments and ensured
optimum utilization of electric energy.
ii. Improvement in power factor by continuous use and maintenance of
capacitor banks.
iii. Regular and efficient maintenance of standby DG sets to reduce
consumption of HSD and lower the cost per unit of energy produced as
and when required.
b) Impact of the measures (a) and (b) above for reduction of energy
consumption and consequent impact on the cost of production of goods.
The impact of the measures taken above would result in reduction in
energy consumption in future years to come.
c) Total energy consumption and energy consumption per unit of
production.
POWER & FUEL CONSUMPTION
Current Year Ended Previous Year Ended
31-03-2010 31-03-2009
1. Electricity
a)Purchase: Units 54,838 40,572
Total Amounts (Rs.) 3,04,304 2,47,685
Rs./Unit 5.55 6.11
b)Own Generator
Units NIL NIL
Total Amount (Rs.) NIL NIL
Cost Unit (Rs.) per Ltr NIL NIL
of Diesel Oil
2. Coal NIL NIL
3. Furnace Oil (Servo
thermal oil in ltrs) NIL NIL
B. RESEARCH AND DEVELOPMENT:
a) Areas on which R&D carried out by the Company: Research and
Development has been carried out for quality improvement.
b) Benefits derived as a result of the above R&D: The Company was able
to improve the quality of its products.
c) Expenditure on R&D: No Separate account is being maintained by the
Company for the expenditure incurred on R&D.
C. TECHNOLOGY ABSORPTION:
The technology development as a result of R&D activity was properly
absorbed which has resulted in product improvement and cost reduction.
D, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of foreign exchange earnings and outgo are given in the
Notes to the accounts which forms a part of the Annual Report.
9. DIRECTORS
In accordance with the provisions Companies Act, 1956 Sri S.Jhajharia,
Director and Sri. Pawan Goel retires by rotation at the forthcoming
Annual General Meeting of the Company and being eligible offers himself
for re-appointment. Mr. N.L.Kanani, the Managing Director, Mr. Mayui
Kanani, Director and Mr. V.Subhramaniam, Director have resigned with
effect from. 18 February, 2010 pursuant to the change in control of the
company. Mr. Ganesh Kumar Singhania and Mr. Arun Kumar Singh have been
appointed as additional directors with effect from 18 February. 2010.
Mr. Ganesh Kumar Singhania has also been appointed as managing director
from 18 February, 2010 for a term of 3 years. He has been appointed on
NIL remuneration. Mr Tapas Mukherjee has been appointed as additional
director from 13 July, 2010.
10. AUDITORS
M/s. Vimal C. Jain, Chartered Accountants, auditors of the Company has
given resignatic Your Directors recommend the reappointment of M/s. U.
Narain & Co., Chartered Accountan who being eligible; have expressed
their willingness to be appointed as Statutory Auditors oft Company.
11. PARTICULARS OF EMPLOYEES
The particulars as required under Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975 (as
amended) are not given as none of the employees were in receipt of
remuneration in excess of Rs. 24 lacs per annum or Rs. 2 lacs ps month.
12. ACKNOWLEDGEMENT
Your Directors wish to place on record their deep appreciation for the
commitment displayed by all Officers, Staffs and Workmen of the
Company. Your Directors would also like to thank a the shareholders who
have reposed confidence in this Company.
For and on behalf of the Board of Directors
Place: Secunderabad
Date: 14th August, 2010
Arun Kumar Singh Ganesh Kumar Singhanie
Mar 31, 2009
The Directors are presenting their Eighteenth Annual Report together
with the Audited Accounts for the year ended 31st March 2009.
1. PERFORMANCE OF THE COMPANY
During the year under review, the Company has incurred a Net Loss of
Rs. 10,56,047/-.
During the year, the Company was not able to attain projected turnover
due to financial constraints. Still the Company was able to achieve
Cash profit. During the year under review, the operations of the
Company were stable. The Company has identified new clients and new
growth areas. Your Directors are hopeful of achieving better
performance in the forthcoming year(s).
2. DIVIDEND
In view of the accumulated losses, the Directors have decided not to
propose any dividend for the year ended 31st March 2009.
3. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis of operation of the Company for the
year under review as required under clause 49 of the listing agreement
with the Stock Exchanges, is given in the section of Corporate
Governance elsewhere in the Annual Report.
4. PUBLIC DEPOSITS
Your Company has not accepted any Deposits from the public.
5. LISTING OF SECURITIES OF THE COMPANY
The equity shares of your Company continue to be listed on the Stock
Exchanges at Mumbai, Hyderabad and Ahmedabad. The listing fees for the
Bombay Stock Exchange have been paid for me year 2009-10. The Company
has also paid the listing fees of Hyderabad and Ahmedabad Stock
Exchanges during the current year.
6. DIRECTORS RESPONSIBILITIES STATEMENT
As required under section 217(2AA) of the Companies Act, 1956, your
Directors confirm that they have:
i. Followed in the preparation of Annual Accounts, the applicable
accounting standards and given proper explanation in the respective
notes to accounts of the company;
ii. Selected such accounting policies and applied them consistently and
made judgments and estimates that were reasonable and prudent so as to
give a true and fair view of the state of affairs of the company as at
31st March, 2009 and of the profit for the year ended on that date;
iii. Taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 1956, for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities, and
iv. Prepared the annual accounts on a going concern basis.
7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Lighting systems have been designed to have optimum energy utilization.
The company does not have any research and development programme except
for regular quality improvement techniques and the foreign exchange
earnings & outgo are given in the Notes on Accounts.
The details regarding the Conservation of Energy, Technology,
Absorption and Foreign Exchange Earnings & Outgo a per section
217(f)(e) of the Companies Act, 1956 read with Companies (Disclosure of
Particulars in the Report of Board of Direction) Rules, 1988 for the
year ended 31st March 2009 are as follows:
Information pursuant to the Companies (Disclosure of Particulars in the
Report of the Board of Direction) Rules, 1988.
A. CONSERVATION OF ENERGY:
a) Energy conservation measures taken. The Company continues to give
high priority to conservation of energy on an on-going basis. A few
significant measures taken are:
i. Periodical and preventive maintenance of equipments and ensured
optimum utilization of electric energy.
ii. Improvement in power factor by continuous use and maintenance of
capacitor banks.
iii. Regular and efficient maintenance of standby DG sets to reduce
consumption of HSD and lower the cost per unit of energy produced as
and when required.
b) Impact of the measures (a) and (b) above for reduction of energy
consumption and consequent impact on the cost of production of goods.
The impact of the measures taken above would result in reduction in
energy consumption in future years to come.
c) Total energy consumption and energy consumption per unit of
production.
B. RESEARCH AND DEVELOPMENT:
a) Areas on which R&D carried out by the Company: Research and
Development has been carried out for quality improvement.
b) Benefits derived as a result of the above R&D: The Company was able
to improve the quality of its products.
c) Expenditure on R&D: No Separate account is being maintained by the
Company for the expenditure incurred on R&D.
C. TECHNOLOGY ABSORPTION:
The technology development as a result of R&D activity was properly
absorbed which has resulted in product improvement and cost reduction.
D. FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of foreign exchange earnings and outgo are given in the
Notes to the accounts, which forms a part of the Annual Report.
8. DIRECTORS
In accordance with the provisions Companies Act, 1956 Sri Mayur N.
kanani, Director retires by rotation at the forthcoming Annual General
Meeting of the Company and being eligible offers himself for
re-appointment.
9. AUDITORS
M/s. Vimal C. Jain, Chartered Accountants, auditors of the Company
retire at the conclusion of this Annual General Meeting and have given
their consent to act as auditors of the Company till the conclusion of
the next Annual General Meeting.
10. PARTICULARS OF EMPLOYEES
The particulars as required under Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975 (as
amended) are not given as none of the employees were in receipt of
remuneration in excess of Rs. 24 lacs per annum or Rs. 2 lacs per
month.
11. ACKNOWLEDGEMENT
Your Directors express their sincere appreciation for the assistance
and cooperation extended by the Financial Institutions viz. 1DBI, APIDC
and by the Companys Bankers viz. State Bank of Travancore and various
agencies of the State and Central Government and other business
constituents.
Your Directors wish to place on record their deep appreciation for the
commitment displayed by all Officers, Staffs and Workmen of the
Company. Your Directors would also like to thank all the shareholders
who have reposed confidence in this Company.
By Order of the Board
For ESSEN SUPPLEMENTS INDIA LIMITED
Place: Secunderabad Sd/-
Date: 10th June, 2009 Chairman.