DEAR MEMBERS
Your Directors present the 24th Annual Report together with the Audited statement of
Accounts for the year ended 31st March, 2015.
1. FINANCIAL RESULTS
|
Year ended 31st March, 2015 |
Year ended 31st March, 2014 |
| PARTICULARS |
(Rs. in lacs) |
(Rs. in lacs) |
| REVENUE |
|
|
| Income from operations |
22464.47 |
15651.90 |
| Other income |
3.34 |
13.80 |
| Changes in Inventories |
(732.32) |
433.36 |
| Total |
21735.49 |
16099.06 |
| EXPENSES |
|
|
| a)Cost of materials consumed |
531.28 |
1854.47 |
| b) Purchases of stock in trade |
19695.72 |
12621.68 |
| c) Employee benefits expense |
266.47 |
278.22 |
| d) Other expenses |
773.44 |
838.87 |
| Total |
21266.91 |
15593.24 |
| OPERATING PROFIT |
468.58 |
505.82 |
| Finance costs |
448.62 |
444.20 |
| PROFIT/(LOSS) BEFORE DEPRECIATION |
19.96 |
61.62 |
| AMORTISATION & TAX EXPENSES |
|
|
| Depreciation and AmortisationExpenses |
39.63 |
59.33 |
| PROFIT/(LOSS) BEFORE TAX |
(19.67) |
2.29 |
| Tax Expenses |
|
|
| a) Current Tax |
- |
16.51 |
| b) Deferred Taxation |
9.24 |
(8.31) |
| PROFIT/(LOSS) AFTER TAX |
(28.91) |
(5.91) |
| Add: Profit/loss brought forward |
|
|
| From previous year |
266.13 |
272.04 |
| Transferred to Depreciation |
|
|
| As per 1(v) of the Notes to |
|
|
| The accounts & Significant policies |
259.10 |
|
|
(21.88) |
266.13 |
2. DIVIDEND
In the absence of Profits, your Directors regret their inability to propose Dividend.
3. PERFORMANCE AND OUTLOOK
The Gross Income for the year was Rs. 21735.49 Lacs against Rs. 16099.06 Lacs in
previous year and the net loss was 28.91 Lacs for the year against net loss of Rs. 5.91
lacs in previous year. On account of adverse market trend, the company sustained loss
during the year under review. However the company expects better results in the ensuing
year.
4. CORPORATE GOVERNANCE :
Your Directors affirm their commitments to the corporate governance standards
prescribed by the securities and Exchange Board of India (SEBI).A Report on corporate
Governance along with certificate from Company Secretaries for its compliance and
management discussion and analysis as required under 49 of the listing agreement is
attached.
5. DIRECTORSS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with
respect to Directors Responsibility Statement, it is hereby confirmed:
i) That in the preparation of the accounts for the financial year ended 31st March,
2015 the applicable accounting standards have been followed along with proper explanation
relating to material departures.
ii) That 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 Loss of the Company for the year under review.
iii) That 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.
iv) That the Directors have laid down internal financial controls to be followed by the
company and that such internal controls are adequate and were operating effectively.
v) That the Directors have prepared the accounts for the financial year ended 31st
March 2015 on a going concern basis.
vi) The Directors had devised proper systems to ensure compliance with the provisions
of the applicable laws and that such systems were adequate and operating effectively.
6. DIRECTORS
Shri C.P. Mehra retires by rotation at the ensuing Annual General Meeting and, being
eligible, offers himself for reappointment.
The company has received requisite notices in writing from members proposing Shri
Sanjay Khanna, Smt Mina Roy and Shri Anil Kumar Saha for appointment as Independent
Directors pursuant to provisions of Companies Act, 2013.
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of Independence as prescribed both under
sub-section(6) of section 149 of the companies Act,2013 and under Clause 49 of the Listing
Agreement with the stock Exchanges.
7. AUDITORS AND SECRETARIAL AUDIT
U Narain & Co., Chartered Accounts Statutory Auditors of the company holds office
till the conclusion of the ensuing Annual General Meeting and are eligible for
reappointment. They have confirmed their eligibility to the effect that their
reappointment, if made would be within the prescribed limits under the Act and that they
are not disqualified for re-appointment.
The Notes on Financial Statement referred to in the Auditors Report are self-
explanatory and do not call for any further comments. The Auditors report does not
contain any qualification, reservation or adverse remarks.
The Board has appointed Practicing Company Secretary to conduct Secretarial Audit for
the financial Year 2014-2015. The Secretarial Audit Report for the financial year ended
31st March, 2015 is annexed herewith marked as Annexure I to this report.
The Secretarial Audit Report contains certain observations regarding which Boards
comment is given below.
The Board has at all times been duly constituted with adequate number of Independent
Directors. The existing Independent directors have continued to function as Independent
Directors in the Board as well as in the Committees of the Board. However, having being
apprised of the legal requirement of appointing the existing Independent directors as per
Companies Act, 2013 ,steps are being taken for their appointment at the ensuing Annual
General Meeting of the Company. The Committees of the Board would consequently be
reconstituted with the regularization of the appointment of Independent Directors.
The Company is in the process of appointing Company Secretary and Chief Financial
Officer in accordance with the provisions of the Act. The non-filing of certain forms were
mainly due to inadvertence with the advent of the new companies Act 2013. The Company is
taking steps to upload the required documents on its website.
The provisions of clause 49 is not mandatory to be complied with, by the company ,since
the paid-up capital is less than Rs.10 crores and the net worth does not exceed Rs.25
crores. However the Company has been regularly complying with the Corporate Governance
norms.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUT GO
CONSERVATION OF ENERGY:
The Companys activities involve less consumption of energy and there is very little
scope for energy conservation. However, there is a conscious and concentrated drive
towards conservation of energy in all its forms. Strict Vigilance is maintained over usage
of energy by constant monitoring and educating the need to conserve energy. Replacement of
worn out wires, control of idle running of machines, plugging of leakage and putting off
power to all major equipment at non-working time, are some of the measures taken to
conserve energy during the period.
Total energy consumption and energy consumption per unit.
| Electricity |
For the year ended 31.03.2015 |
For the year ended 31.03.2014 |
| Purchased units |
802478 |
1217564 |
| Total amount (Rs. in lacs) |
75.07 |
102.36 |
| Rate/Unit (Rs) |
9.35 |
8.41 |
TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT:
The company has not obtained any technology from outside parties either from India or
abroad nor entered any technical collaboration agreement with any party from abroad. The
Company keeps abreast with the technology development and introduces, adopts and absorbs
those sophisticated technologies, wherever suitable.
The company does not have any in-house Research and Development department. In case of
any necessity in future, the company will take technical help from the outside agencies.
FOREIGN EXCHANGE EARNINGS AND OUT GO:
|
For the year ended 31.03.2015 |
For the year ended 31.03.2014 |
| a) Earnings (Rs.in lacs) |
NIL |
186.98 |
| b) Expenditure (Rs. in lacs) |
NIL |
NIL |
9. NUMBER OF MEETINGS OF THE BOARD
The details of the number of meetings of the Board held during the Financial Year
2014-15, forms part of the Corporate Governance Report.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
Details of loans, guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the Notes to Financial Statements.
11. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a vigil mechanism / whistle Blower policy for Directors and employees
to report genuine concerns or grievances.
12. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an effective internal control and risk mitigation system, which has
consistently assessed and strengthened with standard operating procedure. Audit Committee
of the Board of Directors actively reviews the adequacy and effectiveness of the internal
control systems and suggests improvements to strengthen the same.
13. RISK MANAGEMENT
The Risk Management is a very important part of business. The main aim of risk
management is to identify, monitor and take precautionary measures in respect of the
events that may pose risks for the business. The Company is having a business risk
management framework in place, which defines the risk management approach of the company
and includes periodic review of such risks and mitigating controls and reporting mechanism
of such risks.
14. NOMINATION AND REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a frame work in relation to
remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.
This policy also lays down criteria for selection and appointment of Board Members.
15. DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such no amount on account
of principal or interest on deposit from public was outstanding as on the date of the
Balance sheet.
16. EXTRACT OF ANNUAL RETURN
The extract of Annual Return in Form MGT-9 as per Section 92(3) of the Companies Act,
2013 and Rule 12 (1) of Companies (Management & Administration) Rules, 2014 is annexed
hereto as Annexure II and forms part of this report.
17. PERSONNEL & INDUSTRIAL RELATIONS:
Industrial Relations were cordial and satisfactory. There were no employees whose
particulars are to be given in terms of Section 134(3)(q) of the companies Act ,2013 read
with Rule 5(2) and 5(3) of the companies (Appointment and Remuneration of Managerial
Personnel), Rules 2014.
18. ACKNOWLEDGEMENT
Your Directors place on record their appreciation for valuable co-operation and support
received from Central/State Government and in particular from the Financial Institutions
and Banks.
They are also grateful to shareholders, customers and suppliers of the company for
their continued valued support.
Your Directors also wish to place on record their appreciation for devoted services of
the sincere workers, staff and Executive of the company.
|
For and on behalf of the Board |
| Corporate office: |
|
|
| P-22, C.I.T. Road, Scheme-55 |
|
|
| Place: Kolkata-700 014 |
ANIL KUMAR SAHA |
ASHOK MEHRA |
| Date:26th November, 2015 |
DIRECTOR |
MANAGING DIRECTOR |
+91-9892691696
