Mar 31, 2015
Dear Members,
The Director; have pleasure in presenting their 34th Annual Report
together with the Audited Accounts of the Company for the Year ended
March 31, 2015.
FINANCIAL RESULTS:(Rs.)
Standalone
Particulars March 31, March 31,
2015 2014
Total income 22403033 SS811466
Total Expenses 19256288 84582400
Profit before Depreciation, Finance Cost & 3136745 4229066
Taxation
Less: Depreciation 19467
Less' Finance Cost 1946370 3444538
Profit before Tax 1190375 765061
Less: Current Tax 369200 239232
Less: Deferred Tax (8718) (5218)
Profit/Loss for the year 829893 531047
Add Balance brought forward from previous (18,47/717) (1796788)'
year
Less: Transfer to Special Reserve 165979 10G2D9
Income Tax for earlier year - (2233)
Contingent provision for Standard Assets - 476000
Transitional Provision for Depreciation 35557
Balance carried to Balance sheet (1219359) (1847717)
Particulars Consolidated
March 31, March 31,
2015 2014
Total income 22403433 68929656
Total Expenses 19379240 84775056
Profit before Depreciation, Finance Cost & 3G24191 4154910
Taxation
Less: Depreciation 19467
Less' Finance Cost 1946370 344453B
Profit before Tax 1077623 69090"
Less: Current Tax 369200 239232
Less: Deferred Tax (8718) (5216)
Profit/Loss for the year 717342 456691
(2570475} (2447390)
Add Balance brought forward from previous
year
Less: Transfer to Special Reserve 165979 106209
Income Tax for earlier year - (2233)
Contingent provision for Standard Assets - 476000
Transitional Provision for Depreciation 35557 -
Balance carried to Balance sheet (2054669) (2570475)
The company proposes to transfer an amount of Rs.1,65,979 /- to the
Special Reserves An amount of RiS, 6,2S,357/-Lakhs is proposed to be
retained in the statement of Profit & Loss.
OPERATIONAL REVIEW:
Gross revenues decreased to Rs, 2,24,03,033.GO against Rs.
3,87,63,181.00 sn the previous year. Profit before depreciation and
taxation was Rs, 17,52,175-00 against Rs. 7,34,528.00 in the previous
year, After providing for depreciation and taxation respectively, the
net profit of the Company far the year under review was placed at Rs.
3,29,893.00 as against Rs.5,31,047.00 in the previous year
DIVIDEND:
No dividend is being recommended by the Directors for the current
financial year in view of cash requirement for establishing the company
in its formative years and growth plan.
SHARE CAPITAL:
The paid up equity capital as on March 31, 2015 was Rs.572.175 Lakhs.
The company has not issued shares with differential voting rights nor
granted stock options nor sweat equity during the year.
FINANCE:
Cash and cash equivalents as at March 31, 2015 was Rs. 13-131/b lakhs.
The company continues to focus cm judicious management of its working
capital, receivables, inventories and ether working capital parameters
were kept under strict check through continuous monitoring
STATUTORY INFORMATION:
The information pertaining to conservation of energy, technology
absorption, Eqregn exchange Earnings and outgo as required under
Section 134 (3) (m) of the Companies Act. 2013 read with Rule 8(3) ui
the Companies (Accounts) Rules, 2014 are not applicable to the company.
The company has not carried out any R&D activities,
1. CONSERVATION OF ENERGY: Nil
2. TECHNOLOGY ABSORPTION & ADOPTION' Nil
3. FOREIGN EXCHANGE EARNING & OUTFLOW: Nil
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Sect on 134 (5) of the Cotparties Act, 2013, the directors
would like to state that:
ii In the preparation of the annual accounts, the applicable accounting
standards have been followed,
ii) The directors have selected such accounting policies and applied
them consistency and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for the year under review.
ill] 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 accoLints on a going concern
basis,
v} The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
vti The directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such system were
adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY
Due to the non-filling of the conditions for appointment of the
Corporate Social Responsibility Committee, such committee has not been
formed by the company. The company is under obligation to spend any
amount on the matter.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. I here are no materially significant related
party transactions made by tie company with Promoters, Key Managerla
Personnel or other designated persons which may have potential conflict
with interest of the company at large. Attention of members is drawn to
the disclosure of transactions with related parties set out in Note Mu.
25 of Consolidated Financial Statements, forming part of the Annual
Report.
BUSINESS RISK MANAGEMENT:
Pursuant to section 134 (3) fn} of the Companies Act, 2013 & Oau.se 4d
of the listing agreement, the company has not constituted -r business
risk management committee. At present the company has not identified
any element of risk which may threaten the existence of the com pany.
FIXED DEPOSITS;
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014,
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013.
DIRECTORS & KEY MANAGERIAL PERSONS
in accordance with the Companies Act, 2013, Mr. Dhiraj Ram
(Din-06752534) retires by rotation and being eligible offers himself
for reappointment. MrGourav Goel and Ms.Anjana Gupta were appointed as
Independent Directors as per provisions of Companies Act, 2013, though
they were already Independent Directors under listing agreement.
Mr Subhadeep Mukherjee, Managing Director, Mr. Ash a k: Kumar Agrawal,
Chief Financial Officers, Mr.fiohit Goel Company Secretary are the KMPs
of the Company as per the provision of the Act.
MEETINGS
A calendar of Meetings is prepared and circulated in advance to the
Director;. During the year Seven Board Meetings and Five Audit Comm
tree 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 Art,
2013.
SUBSIDIARY COMPANIES:
The Company has 24 subsidiaries as on 31March, 2015. the Consolidated
Financial Statements of the company and its subsidiaries duly audited
by the statutory auditors are presented in the Annual Report. The
Consolidated Financial Statement have been prepared in strict
compliance with applicable Accounting Standards and where applicable,
Listing Agreement as prescribed by the Securities Exchange hoard of
India.
Pursuant to the provisions of the Companies Act, 2013, the statement
containing the salient feature of the financial statement of a
company'ssubsidiary or subsidiaries, associate company or companies and
joint venture or ventures is given as "Annexere C',
AUDITORS:
Pursuant to the provisions of Sec 139 of the Companies Act, 2013 and
the rules made thereunder, Auditors M/S MAROIl & ASSOCIATES, Chartered
Accountants, were appointed as statutory auditor of the Company from
the conclusion of the Annual General Meeting of the Company held on
September 29lfl, 2015 till the conclusion of the Annual General Meeting
of the Company to be held in the year 2017 subject to ratification of
their appointment at every AGM.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Corporate Governance and Management Discussion & Analysis Report,
which form an integral part of this Report, are set out as separate An
n ex u res, together with the Certificate from the auditors of the
Company regarding compliance with the requirements of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed horewnth as "Annexure A"
SECRETABIAL AUDIT
Pursuant to the provisions of Section 204 of the Act and ihe Companies
(Appointment and Remuneration of Managerial PersoHitteiJ Rules, 2014,
the Board of Directors has appointed Ms. Misha Jhunjhurrwala,
practicing Company Secretary for conducting Secreting audit of the
Company for the financial year 2014-2015.
The Secretarial Audit Report is annexed herewith as Annexure B' The
Secretarial Audit report does not contain any qualification,
reservation or adverse remark
PARTICULARS OF EMPLOYEES: (rule 5(2) & rule 5(1))
None of the employees have drawn remuneration in excess of the limits
prescribed by the Companies Act, 2013 and the Rules made there under
which needs to be disclosed in the Directors Report.
AUDITOR'S REPORT:
1 he observation made in the Auditors' Report read together with
relevant notes thereon are self explanatory and hence, do not call for
any further comments under Section lid of the Companies Act, 2013.
ACKNOWLEDGEMENTS:
Tour Company and its Directors wish to extend their si nee rest thanks
to the Members of the Company, Bankers. State Government, Local Bodies,
Customers, Suppliers, Executives, Staff and workers at all levels for
their continuous cooperation and assistance. Your Directors also
acknowledges prate fully to the shareholcers for their support and
confidence reposed on your Company.
For and on behalf of the
Board of Director
Chairmarn
Piece: Kofkata
Date: May 29,2015
Mar 31, 2014
Dear Members,
The Board of Directors has pleased in presenting their Annual Report of
the Company together with Audited Accounts for the year ended 31"
March, 2011
FINANCIAL HIGHLIGHT
Year Ended Year Ended
31 st March. 3lst March,
2014 2013
Profit before Taxation 7,65,061 51685
Less: Provision for Taxation
Current Tax 239232 19000
Deferred Tax 5218 2793
Profit after Taxation 531047 35478
Less: Transferred to Special Reserved 106209 10000
Less: Contingent provision for
Standard Assets 476000 41000
Add: Balance brought forward (1798788) (1783266)
Add: Income tax for earlier year 2233 -
Balance Carried to Balance Sheet (1847717) (1798788)
FUTURE PERFORMANCE
in the year under review, the Company has made profit of Rs. 7.65,061
(PBT). Your Directors are identifying prospective area and will make
appropriate investments that will maximize the revenue of the company
in the current Financial Year. However at present the overall economic
condition rs sluggish and does not warrant any investment that will
yield revenue to the company.
DIVIDEND
In view of Normal Profit, your Directors do not recommend any dividend
For ihe year.
STATUR0TY INFORMATION
Particulars in respect of Conservation of Energy, technology absorption
etc. as required under Section 217 (1) |e) of the Companies Act, 1956
are not applicable to this Company. The Company has not carried out
any RS.D activities.
1. CONSERVATION OF ENERGY: Nil
2. TECHNOLOGY ABSORPTION & ADOPTION : Nil
3. FOREIGN EXCHANGE EARNING & OUTFLOW: Nil PARTICULARS OF EMPLOYEES
None of the employees of the company have drawn remuneration in excess
of the limits prescribed under section 271 (2A) of the Companies Act,
1956 (as re-enacted by Companies Act,2013) read with relevant rules
framed thereunder.Therefore, there are no particulars to be furnished
in this connect cm
AUDITORS
M/S M A ROT I & ASSOCIATES, Chartered Accountants, are the present
statutory auditor of your Company and shall hold office till the end of
this Annual General Meeting. They have already completed the term often
years of appointment as the statutory auditors of your Company. Hence
rn terms of the Companies Act.2013 they can now be re-appointed as
auditors for another term of 3 Year only (when is the transition
phase).Hence M/s Maroti & Associates, chartered Accountant, who retire
on the conclusion of this ensuing Annual General Meeting, being
eligible, offer themselves for reappcintmenl for a period three years,
DIRECTOR
During the Year Mr.Vi nay Kumar Shah, IVtr.Lalan Kumar Pandey,
Mr.Sushil Kumar Agarwal and Mr.Shiv Nath Tiwari ceased to be Director
of your Company consequent to his resignation. Your Board of Directors
wishes to place on record their sincerest appreciation for the
contribution made by him during his tenure.
In term of the requirement of the Companies Act, 2013 the independent
Director of the Company, namely Mr.Gourav Goet and Tvls.Anjana Gupta
will be appointed for a term of 5 Years w.e.f the date of this Annual
General Meeting once the approval of the Shareholder at this Annual
General Meeting is obtained. All the Director will not liable to retire
by rotation.
Mr.Subhadeep Mukherjee has be appointed as the Managing Director w.e.f
March 29, 2014, based on the aporoval of the Board at its meeting held
on March 27, 2D14, subject to approval of the members of this Annual
General Meeting.
Mr Dhiraj Ram was a has been appointed as a Additional Director w.e.f
March 27,2014 has been going to appointed as Director, retire by
rotation
DEPOSITS
I he company has not accepted any deposits from the public in the
meaning of section 58A of the companies Act. 195b.
SUBSIDIARY COMPANY
The Company has 24 Subsidiary Company as on 31ST march, 2014
In the light of MCA Circular No.2/2011 issued by the Central Government
dated 08th Febuary,2011 the Company is exempted from attaching the
Annual Account of each of its Subsidiary companies with the Balance
Sheet of the Company, The Board of Directors of the Company has,by
Resoultion passed in its meeting held on 30TH May,2014,given consent
for not attaching the Balance Sheet of the Subsidiaries concerned.
The Consolidated financial Statements of the Company and its subsidiary
duly audted by the statutory auditors are presented in the Annual
Report. The Consolidated Financial Statement have been prepared In
strict compliance with applicable Accounting Standards and, where
applicable, Listing Agreement as preserved by the Securities and
Exchange Board of India. The annual Accounts of the Subsidiary
companies shall also be kept for inspection by any shareholder in the
head office of the Company and the offices of its subsidiary companies.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with section 217(2AA) of the companies Act, 1956 the
directors of the company hereby state that:
a) In the preparation of the annual Accounts, the applicable accounting
standards have been followed,
b) The Directors had selectee such accounting policies and applied them
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 profit or loss
of the company for that period.
c) The Director had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the companies act for safeguarding the assets of the
company and for preserve ting and detecting fraud and other
irregularities.
d) The Directors had prepared the annual accounts on a going concern
basis.
LISTING
The shares of the Company a re listed at The Calcutta Stock Exchange
Ltd and the listing fees are pad unto date and the company are waiting
for the in-Principal approval from BSE
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORTS
Corporate Governance report and Management Discussion and Analysis
Reports are set out as separate an flexure to this report
ACKNOWLEDGEMENTS
The Board wished to place on record their gratitude for the
co-operation and assistance received all those who contributed by some
means or other for the performance cr the company and expect the same
in the future,
For on behalf of
The Hoard of Directors
Chairman
Date : 30th MAY 2014
Place: Kolkata
Mar 31, 2012
Dear Members,
The Directors have pleased in presenting the Annual Report of the
Company together with Audited Accounts for the year ended 31st March,
2012
FINANCIAL RESULTS
Year Ended Year Ended
31st March, 2012 31st March, 2011
Profit before Taxation 74973 70140
Less: Provision for Taxation
Current Tax 25000 20585
Deferred Tax 1626 1089
Profit after Taxation 48347 48466
Transferred to Special Reserve 10000 9693
Contingent provision for
Standard Asstes 80000 103000
Balance brought forward (1741613) (1677386)
Balance Carried to Balance
Sheet (1783266) (1741613)
FUTURE PERFORMANCE
In the year under review, the Company has made profit of Rs. 74973.00
(PBT). Your Directors are identifying prospective area and will make
appropriate investments that will maximize the revenue of the company
in the current Financial Year. However at present the overall economic
condition is sluggish and does not warrant any investment that will
yield revenue to the company.
DIVIDEND
In view of Normal Profit, your Directors do not recommend any dividend
for the year,
DIRECTORS
In accordance with the Companies Act, 1956 and the Articles &
association of the Company, Mr. L.K. Pandey and Mr. Shiv Nath Tiwari
retire by rotation at the ensuing Annual General Meeting (AGM). Mr.
L.K. Pandey and Mr. Shiv Nath Tiwari being eligible, offer themselves
for re-appointment.
AUDITORS
The Auditors of the Company, MAROTI & ASSOCIATES, Chartered
Accountants, retire at the conclusion of the ensuing Annual General
Meeting and being eligible after themselves for reappointment.
DEPOSITS
The company has not accepted any deposits from the public in the
meaning of section 58A of the companies Act, 1956.
PARTICULARS OF EMPLOYEES
None of the employees of the company who were in receipt of
remuneration of Rs.2,00,000/- per month or more during the year ended
31st March, 2012. Hence such particulars as required Under Section 217
(2A) of the Companies Act, 1956 has not been furnished.
STATUROTY INFORMATION
Particulars required to be furnished by the companies (Disclosure of
particulats in the Report of the Board of Directors) rules, 1988 :
1 .CONSERVATION OF ENERGY : Nil
2. TECHNOLOGY ABSORPTION & ADOPTION : Nil
3. FOREIGN EXCHANGE EARNING & OUTFLOW : Nil
DIRECTORS RESPONSIBILITY STATEMENT :
In accordance with section 217(2AA) of the companies Act, 1956 the
directors of the company hereby state that: -
a) In the preparation of the annual Accounts, the applicable accounting
standards have been followed.
b) The Directors had selected such accounting policies and applied them
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 profit or loss
of the company for that period.
c) The Director had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the companies act for safeguarding the assets of the
company and for preserve ting and detecting fraud and other
irregularities.
d) The Directors had prepared the annual accounts on a going concern
basis.
CORPORATE GOVERNANCE
As required under clause 49 of the listing agreement with the Stock
Exchange, the Report on Corporate Governance together with Auditors
view regarding compliance of the SEB1 code of Corporate Governance is
annexed herewith.
ACKNOWLEDGEMENTS
The Board wished to place on record their gratitude for the
co-operation and assistance received all those who contributed by some
means or other for the performance of the company and expect the same
in the future.
FOR AND ON BEHALF OF THE BOARD
Chairman
Place: Kolkata
Date: 16th Day of August, 2012
Mar 31, 2011
Dear Members,
The Directors have pleased in presenting the Annual Report of the
Company together with Audited Accounts for the year ended 31st March,
2011
FINANCIAL RESULTS
Year Ended Year Ended
31st March. 2011 31st March. 2010
Profit before Taxation 70,140 50,498
Less: provision for Taxation
Current Tax 20,585 12,601
Fringe Benefit Tax NIL NIL
Deferred Tax 1090 3,003
Profit after Taxation 48,465 34.894
Transferred to Special Reserve 9.693 6,979
Contindent provision for Standard Assies 103000
Assessed Tax relating to earlier years - (27.871)
Balance brought forward (16,77,386) (16.77.430)
Balance Carried to Balance Sheet (1,741,613) (16,77.386)
KUTI RE PERFORMANCE
In the year under review, the Company has made prufn of Rs, 70,110.00
(PBT). Your Directors are identifying prospective area and will make
appropriate investments that will maximize the revenue of the company
in the current financial Year. However at present the overall economic
condition is sluggish and does not warrant any investment that will
yield revenue to the company.
DIVIDEND
In view of Normal Profit, your Directors do not recommend any dividend
for the year. DIRECTORS
In accordance with the Companies Act, 1956 and the Articles &
association of the Company, Mr. L.K- Pandey and Mr. Shiv Nath Tiwari
retire by rotation at the ensuing Annual General Meeting (AGM). Mr.
L.K. Pandey and Mr. Shiv Nath Tiwari being eligible, offer themselves
for re-appointment
AUDITORS
The Auditors of the Company, MAROTI & ASSOCIATES, Chartered
Accountants, retire at the conclusion of the ensuing Annual General
Meeting and being eligible after themselves for reappointment.
DEPOSITS
The company has not accepted any deposits from the public in the
meaning of section 58A of the companies Act. 1956,
PARTICULARS OF EMPLOYEES
None of the employees of the company who were in receipt of
remuneration of Rs.2,00,000/- per month or more during the year ended
31st March, 2011, Hence such particulars as required Under Section 217
(2A) of the Companies Act, 1956 has not been furnished.
STATUROTY INFORMATION
Particulars required to be furnished by the companies (Disclosure of
particulars in the Report of the Board of Directors) rules, 1988 :
1 .CONSERVATION OF ENERGY : Nil
2. TECHNO LOGY ABSORPTlON & ADOPTION; Nil
3. FOREIGN EXCHANGE EARNING & OUTFLOW : Nil
DIRECTORS RESPONSIBILITY STATEMENT :
In accordance with section 217(2AA) of the companies Act, 1956 the
directors of the company hereby state that: -
a) In the preparation of the annual Accounts, the applicable accounting
standards have been followed.
b) The Directors had selected such accounting policies and applied them
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 profit or loss
of the company for that period.
c) The Director had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the companies act for safeguarding the assets of the
company and for preserve ting and detecting fraud and other
irregularities.
d) The Directors had prepared the annual accounts on a going concern
basis.
CORPORATE GOVERNANCE
As required under clause 49 of the listing agreement with the Slock
Exchange, the Report on Corporate Governance together with Auditors
view regarding compliance of the SEBI code of Corporate Governance is
annexed herewith,
ACKNOWLEDGEMENTS
The Board wished to place on record their gratitude for the
co-operation and assistance received all those who contributed by some
means or other for the performance of the company and expect the same
in the future.
FOR AND ON BEHALF OF THE BOARD
Chairman
Place : Kolkata
Date : 1st Day of August, 2011