| The Directors have pleasure in presenting their 33rd Annual Report on
the business and operations of the Company along with the Audited
Financial Accounts for the Financial Year ended 31st March 2015.
FINANCIAL SUMMARY OR HIGHLIGHTS OR PERFORMANCE OF THE COMPANY
The Board's Report shall be prepared based on the stand alone
financial statements of the company.
Particulars 2014-2015 2013-2014
Profit before Interest and Depreciation (476928.86) 46700,00
Less: Depreciation & Amortization 1417.00 141.00
Less: Finance Charge 20331.00 205.00
Profil Before Tax (498676.86) 46354.00
Provision for Tax - 8833.00
Tax Expense (100.00) (8833.00)
Profit After Tax (498776.86) 46354.00
Amount Transferred to Reserves - -
Transfer to contingent provisions - -
against Standard Assets
Balance as per last Balance Sheet 8902895.02 8856541.02
Less: Adjustment in relation to
Depreciation 191.00 -
Balance carried to Balance Sheet 8403927.16 8902895.02
2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING AND STATE OF AFFAIRS
DURING
THE YEAR.
The profits of the company have decreased. The profit/loss before tax
of the Company have suffered is Rs 4.99 lacs during the period under
review.
3, OPERATIONS.
There were no such heavy operations carried out by the Company during
the year under review.
4. CHANGEIN THE NATURE OF BUSINESS. IF ANY
Your Directors are please to inform you that there were no change in
the nature of business of your Company during the Financial Year under
review.
5. DIVIDEND
As there is no profit earned by your Company during the year, therefore
your Directors has not recommended any dividend for the Financial Year
under review.
6. CHANGE OF NAME
Company has not changed its name during the year under review.
7. SHARE CAPITAL
a. Your Directors ensures that during the year under review your
Company has:
i) Issued and allotted 2,15,00,000 equity shares of Rs 10 per share on
preferential basis.
b. Your Director further ensures that during the year under review
company has not:
i) Bought back any of its securities;
ii) Not issued any Sweat Equity Shares;
iii) Not issued any Bonus Shares; and
iv) Not provided any Stock option Scheme to the employees.
8. DIRECTORS AND KEY MAMGERIAL PERSONNEL
- Resignations:
Mr. Prasun Das ceased to be Non - Executive Director of your company
vide his resignation letter. The reason for his resignation was their
professional engagement elsewhere due to which they are unable to
devote their time for the company. The Board of Director of your
company appreciates the services rendered by them.
- Appointments:
The Board of Directors of the Company in its Board Meeting which
concluded on the 10th of February, 2015 appointed Mr Rajendra Kumar
Jain as the Additional Director (Independent category) of the company
pursuant to Section 149 of the Companies Act 2013., read with Rule 4 of
the Companies (Appointment and Qualification of Directors) Rules, 20104
to held the office till the conclusion of the 33rd Annual General
Meeting which will held on 28th September 2015, subject to ratification
by the members. The Additional Director ( Independent category) has the
option to retire from the office at any time during the term of
appointment.
- The Board of Directors of the Company in its Board Meeting which
concluded on the 28th March, 2015 appointed Ms. Rinku Adhikary as the
Women Additional Director (Independent category) of the company
pursuant to Section 149 of the Companies Act 2013, read with Rule 4 of
the Companies (Appointment and Qualification of Directors) Rules, 2014
to held the office till the conclusion of the 33 rd Annual General
Meeting which will held on 28th September 2015, subject to ratification
by the members. The Additional
The Board of the Company is headed by the Mr. Yijay Kumar Jain,
Managing Director of the company, and eminent persons of high credent
and eminent persons of high credentials who actively-contributed in the
deliberation of the Board. As on close of business hours of March 31,
2015 the Board comprised of four directors as mentioned below:
SI.
No Name DIN No Designation
1 Vijay Kumar Jain 01376813 Managing Director
2. Sushil Kumar Sharma 03223799 Non-Executive Director
3. Rajendra Kumar Jain 07045731 Independent Director
4. Rinku Adhikary 07140015 Independent Director
AUDIT COMMITTEE
The Audit Committee of the Company constituted pursuant to Section 177
of the Companies Act, 2013 by the Board is headed by the Mr. Rajendra
Kumar Jain, Independent Director of the company, and eminent persons of
high credentials and of considerable professional experience. As on
close of business hours of March 31, 2015 the Board of Audit Committee
comprised of three directors as mentioned below
SI.
No Name DIN No Designation
1. Rajendra Kumar Jain 07045731 Independent Director, Chairman
2. Rinku Adhikary 07140015 Independent Director ,Member
3. Sushil Kumar Sharma 03223799 Non-Executive Director, Member
13. AUDITORS
The Auditors, M/s R.Jain & Associates, Chartered Accountants (FRN
009988C), have been appointed as Statutory Auditors for a period of 5
years in the Annual General Meeting held on 30th of September, 2014 who
are going to be ratified at the ensuing Annual General Meeting and they
have shown their willingness to be continue office as Statutory Auditor
at the ensuing Annual General Meeting held on 28th September 2015.
14. AUDITORS1 REPORT
The Auditors' Report does not contain any qualification. Notes to
Accounts and Auditors remarks in their report are self- cyplnatory and
do not call for any further comments.
15. SECRETARIAL AUDIT REPORT
Your Director appointed M/s Anurag Fatehpuria, (CP No. 12855), a
practicing Company Secretary, as Secretarial Auditor pursuant to
section 204 of the companies act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Person) Rules,
2014, to undertake the secretarial audit of the company for the
financial year 2014 - 15. The Secretarial Audit Report in form MR 3 is
given as Annexure I forming part of this report.
16. EXTRACT OF ANNUAL RETURN
Your company, pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, has given in Annexure II an extract of Annual Return as forming
part of this report.
Director(Independent category) has the option to retire from the office
at any time during the term appointment.
- Appointment of Key Managerial Personnel:
Your Directors of the Company in its meeting proposed the appointment
of Mr Vijay Kumar Jain as the Managi Director of the Company for five
consecutive years up to 31st March, 2019 and Mr Nabin Kumar Samanta as I
Company Secretary of the Company pursuant to Section 203 of the
Companies Act, 2013. The members in the 32nd Annual General Meeting
ratified the appointment of Mr. Vijay Kumar Jain as the Managing
Director oft Company for five consecutive years up to 31st March, 2019
and Mr Nabin Kumar Samanta as the CS. The K Managerial Personnel has
the option to retire from office at any time during the term of their
appointment.
- Retire by Rotation
Mr Sushil Kumar Sharma, who retire by rotation at the ensuing annual
general meeting pursuant to section 152 of t Companies Act, 2013 and
being eligible offer himself for re-appointment. Your Director
recommends his i appointment.
9. DECLARATION BY INDEPENDENT DIRECTOR
Your Company has received declaration from all the Independent
Directors of the Company, pursuant to section 149(7 of the Companies
Act, 2013 stating that they meet the criteria of Independence as laid
down under Section 149(6) of tin Companies Act, 2013.
10. PARTICULARS OF EMPLOYEES
Your Directors ensures that none of the employees of your company is in
receipt of salary and/or remuneration in excess of the threshold limit,
pursuant to Rule 2 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
11. MEETINGS
- BOARD MEETINGS
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the Financial Year 2014-15 thirteen (13) Board
Meetings were held, the dates of meeting being 28 April,2014;
21May,2014; 28May,2014 2june, 201-4; 30June, 2014; 14July, 2014;
8Ausgust, 2014; 12August, 2014; 14August,2014; 5December,2014;
22December, 2014; 10February,2015; and 28March, 2015. The intervening
gap between the any two meetings held during the year was not more than
one hundred and twenty days.
- AUDIT COMMITTEE MEETING
A calendar of Audit Committee Meetings is prepared and circulated in
advance to the Members of the Committee During the Financial Year 2014 -
15 Four (4) meeting of the Committee was held, the date of the meeting
was 16 Apr 2014; 18 July, 2014; 21 October, 2014; 17 January, 2015 and
26 March, 2015.
12. COMPOSITION OF BOARD OF DD3ECTORS AND COMMITEES
S . .MATERIAL CHANGES AND COMMITMENTS
Your Director ensures that no material changes occurred subsequent to
the close of the financial year of the Company to which the balance
sheet relates and the date of the report that affecting the financial
position of the company.
18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
There were no significant and material orders passed by the Regulators
or Courts or Tribunals during the year impacting the going concern
status of the company and its future business and operations.
19. DEPOSITS
Your Company has not accepted any Deposits from public within the
meaning section 73 of the Companies Act, 2013 read with Companies
(Acceptance of Deposit) Rules, 2014 during the year under review.
20. DISCLOSURE OF SEXUAL HARESSMENT OF WOMEN AT WORK PLACE
In order to prevent sexual harassment of women at work place a new act
"The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013" has been notified with effect from 9th
December, 2013. As per section 4 read with section 6 of the said act
companies having 10 employees or more shall be required to constitute
Internal complaint committee. Your Directors are pleased to inform that
as the number of employees in your company is below the threshold
limit, hence, it is not required to constitute such committee.
21. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION
Pursuant to Section 186(11) of the Companies Act, 2013 read with Rule
11 of the Companies (Meeting and Power of the | Board) Rules, 2014,
except sub section 1, your directors are pleased to inform you that
your company has not made any investment through more than two layers
of investment companies.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Pursuant to Section 188 of the companies Act, 2013, the particulars of
every contract or arrangements entered into by the Company with related
parties including certain arm's length transactions thereto shall be
disclosed. Your Directors ensures that related parties transaction
entered into by the company during the year under review is enclosed in
the Auditor's Report.
23. CORPORATE GOVERNANCE
Pursuant to SEB1 circular No. CIR/CFD/POLICY CELL/7/2014 issued as on
September 15, 2014 the clause 49 of the listing agreement is made
voluntary on certain classes of companies and consequently the
application of clause 49 was
voluntary on your company.
24. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Pursuant to section 134 of the Companies Act, 2013 the details of
conservation of energy, technology absorption, foreign exchange
earnings and outgo are as follows:
Conservation of energy NIL
Technology absorption NIL
Foreign exchange earnings and Outgoing NIL
25. HUMAN RESOURCES
Your Company treats its "Human Resources" as one of its most important
assets. Your Company continuously invest attraction, retention and
development of talent on an ongoing basis. A number of programs that
provide focused peon attention are currently underway. Your Company
thrust is on the promotion of talent internally through job rotation a
job enlargement.
26. RISK MANAGEMENT
The Company has a Risk Management framework to identify, evaluate
business risks and opportunities. This frame seeks to minimize
adverse impact on the business objectives and enhance the Company's
competitive advantage. Trask framework defines the risk management
approach across the enterprise at various levels. To strengthen the ri
management framework, company has formed segment level risk committees
to identify, analyze and mitigate I potential risks.
27. CORPORATE SOCIAL INITIATIVES
Since the average net profit of the Company as required to be computed
under Section 135 of the Company Act, 2013 and rules made thereunder of
the Act is below Rs. 5 Cores, the Company has not establish Corporate
Social Responsibility Committee.
28. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a vigil mechanism for Directors and
employees to report their genuine concern details of which have been
given in the Corporate Governance Report. The Whistle Blower Policy as
approv by the Board is uploaded on the Company's website.
29. DIRECTORS, RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirms that:
a. In the preparation of the annual accounts, the applicable
accounting standards had been followed alo with proper explanation
relating to material departures;
b. They had selected such accounting policies and applied them
consistently and made judgments a estimates that are reasonable and
prudent so as to give a true and fair view of the state of affair;: cf
i company at the end of the financial year and of the profit and loss
of the company for that period;
c. They had taken proper and sufficient care for the maintenance of
adequate accounting records accordance with the provisions of this Act
for safeguarding the assets of the company and for prevent and
detecting fraud and other irregularities;
d. They had prepared the annual accounts on a going concern basis;
e. They had devised proper systems to ensure compliance with the
provisions of all applicable laws a that such systems were adequate and
operating effectively.
30. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Persuant to the provisions of the Investor Education Protection Fund
(Uploading of information regarding unpaid and unclaimed amounts lying
with companies) Rules, 2012. As Your Company has not declared and paid
any Dividend hence nil amount is lying unpaid or unclaimed for a period
of seven years since 2008. Accordingly, your company is not required
to transfer any amount to Investor Education and Protection Fun (IEPF).
31 ACKNOWLEPGEMENTS
An acknowledgement to all with whose help, cooperation and hard work
the Company is able to achieve the results.
For and on behalf of the Board of Directors
CONSECUTIVE INVESTMENTS
TBADINOiJOMPANY LIMITES
Director
Vijay Kumar Jain
Managing Director
DIN 01376813
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