| Dear Members,
The Board of Directors present 22nd Annual Report and the Audited
Financial Results of the Company for the six months period ended 31st
March, 2015.
FINANCIAL RESULTS (Rs. in lacs)
Particulars For 6 months For 12 months
ended 31.03.15 ended 30.09.2014
Total Income 2920.69 22794.05
Total Expenditure 2896.56 22762.20
Profit before Tax 24.13 31.85
Less : Provision for Tax (0.19) 0.91
Profit after Tax 24.32 30.94
Add : Balance brought forward 113.52 82.58
Adjustment for earlier year (0.51) -
depreciation
Adjustment for earlier year
Deferred Tax on Depreciation (0.15) -
Balance carried to Balance Sheet 137.18 113.52
REVIEW OF OPERATIONS
During the period ended under review, the Company has earned total
income of Rs. 2920.69 lacs as against Rs. 22794.05 lacs registered in
the previous year. During the period ended, the Company has earned
Profit After Tax of Rs. 24.32 lacs as against Rs. 30.94 lacs in the
previous year.
DIVIDEND
In order to conserve the resources, your directors do not recommend any
dividend for the period under review.
LISTING
The equity shares of the Company are listed at the Bombay Stock
Exchange Ltd. (BSE). The Company has paid listing fees to the BSE for
the financial year 2015-16.
SUBSIDIARY COMPANY
The Company has a Subsidiary viz. Happy Mining Pty Ltd, Australia.
During the period, Avondale Resources Pty Ltd, Australia, ceased to
subsidiary of Happy Mining Pty Ltd and, therefore, also ceased to be a
subsidiary of the Company. A report on the performance and financial
position of Happy Mining Pty Ltd. is provided as a part of the
financial statement.
CORPORATE GOVERNANCE
As required under Clause 49 of the Listing Agreement with the Stock
Exchange, a report on the Corporate Governance along with Certificate
of the Auditors and a Report on Management Discussion and Analysis are
annexed and forms part of this Annual Report.
DIRECTORS
Appointment of Independent Directors :
Mr. Sajjan Kumar Tailor and Mr. Raj Narayan Yadav have been appointed
on the Board of the Company as Independent Director for a period of 5
years upto 31st March, 2019. The Independent Directors have given
declarations that they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013 and Clause 49 of the
Listing Agreement.
Appointment of Additional Director :
The Board has appointed Mrs. Kanta Bajoria as an additional director
w.e.f. 30.03.2015 to hold office upto the conclusion of the ensuing
Annual General Meeting.
Number of Board Meetings held :
The Board of Directors duly met five times on 10.11.2014, 17.11.2014,
29.11.2014, 14.02.2015 and 02.03.2015.
PUBLIC DEPOSITS
The Company has not accepted or renewed any Public Deposits, as defined
under provisions of Chapter V of the Companies Act, 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5) of the Companies Act,
2013 with respect to Directors' Responsibility Statement, your
Directors hereby confirm and state that -
a) in the preparation of the annual accounts for the six months period
ended 31st March, 2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
b) they 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 period ended 31st March, 2015 and of the
profit of the company for the same period;
c) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls in the company that
are adequate and were operating effectively.
f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and these are adequate and are
operating effectively.
AUDIT COMMITTEE
The Audit Committee comprises of Mr. S. K. Tailor - Chairman, and Mr.
R. N. Yadav and Mr. D. C. Bajoria - as Members. The committee
periodically discusses with the Statutory Auditors about the internal
control system, the scope of audit and reviews the financial statements
before submission thereof to the Board and ensures compliance of
internal control system apart from considering any reference made to it
by the Board of Directors.
AUDITORS
M/s. N. C. Banerjee & Co., Chartered Accountants, retires as Statutory
Auditors of the Company at the ensuing Annual General Meeting and are
eligible for re-appointment. As required under Section 139 of the
Companies Act, 2013, the Company has received a written confirmation
from them to the effect that their reappointment, if made, would be
subject to the conditions as prescribed under Rule 4 of the Companies
(Audit and Auditors) Rules 2014 and that they are not disqualified from
being appointed as Statutory Auditors of the Company.
AUDITORS' REPORT
The observations of the Auditors in their Report read with relevant
notes on the Accounts, as annexed are self explanatory and they do not
call for further explanation in this Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the companies Act, 2013 relating to
the corporate social responsibility are not applicable as the Company
does not fall in any of the criteria mentioned in that Section.
SECRETARIAL AUDIT REPORT
According to the provision of section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Secretarial Audit Report
submitted by Mr. S. K. Ghosh, Company Secretary in Practice is annexed
herewith as Annexure - A.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in Form MGT-9 is annexed herewith as
Annexure-B.
RISK MANAGEMENT POLICY
Board of Directors have formulated and implemented a risk management
policy for the company. The Board has been addressing various risks
impacting the Company including identification therein of elements of
risk, if any, which in the opinion of the Board may threaten the
existence of the company.
VIGIL MECHANISM
In pursuance to the provisions of Section 177 (9) & (10) of the
Companies Act, 2013 and provisions of the Listing Agreement , a Vigil
Mechanism Policy for directors and employees to report genuine concerns
has been established.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP/
EMPLOYEES)
The disclosures of particulars of employees required under Section 134
(3) (q) and Section 197 read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is not applicable
to the Company as it did not pay during the year any remuneration to
any of the Directors of the Company.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION, ETC.
The Nomination and Remuneration Committee of the Company has framed a
suitable policy on Directors' appointment which identifies the
qualifications, positive attributes, independence of the Directors. The
Committee has also recommended to the Board a Policy on remuneration
for the Directors, Key Managerial Personnel and other employees.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has no information and details to disclose pursuant to
Section 134 of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) rules, 2014 regarding conservation of energy,
technology absorption.
The foreign exchange earning and outgo during the year under review are
as follows:
a) Foreign Exchange Earning: Rs. Nil
b) Foreign Exchange Outgo: Rs. 989.40 Lakhs.
RELATED PARTY TRANSACTIONS
The disclosure of the Related Party transactions are given in the
prescribed Form AOC-2 is annexed as Annexure-C.
LOANS, GUARANTEES AND INVESTMENT
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
ACKNOWLEDGEMENTS
The Directors place on record their gratitude to the bankers, media,
Government and other agencies for their assistance, cooperation and
encouragement extended to the Company. The Directors also wish to place
on record their sincere thanks and appreciation for the continuing
support and unstinted efforts of investors and employees during the
year under review.
For and on behalf of the Board
Place : Kolkata S. K. Tailor
Date : 30th May, 2015 Director
|