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To the Members,
Your Directors have pleasure in submitting their 36th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2017.
1. FINANCIAL RESULTS
The Companys financial performance for the year under review alongwith previous years figures are given hereunder:
|(Rs. in lacs)|
|PARTICULARS||F.Y. 2016-17||F.Y. 2015-16|
|Net Sales / Income from Business||110.48||291.35|
|Profit Before Tax||0.59||0.91|
|Less: Tax Expenses||0.18||0.28|
|Profit/(Loss) After Tax||0.41||0.63|
|Basic & Diluted Earnings per||0.01||0.01|
2. OPERATIONAL REVIEW
Gross revenues for this financial year comes to Rs. 1,14,81,666.00 as against Rs. 3,00,95,920.00 in the previous year. Profit before depreciation and taxation was Rs. 79,545.00 against Rs. 1,23,117.68 in the previous year. After providing for depreciation and taxation the net profit of the Company for the year under review was placed at Rs. 41,030.00 as compared to Rs. 63,339.68 in the previous year. Due to unfavorable market conditions the companys turnover in terms of value has reduced at a rate of 61.85% during the year under review and as a result profit after tax has also marginalised.
No Dividend was declared for the current financial year due to conservation of Profits incurred by the Company.
The provisions of Section 125(2) of the Companies Act, 2013 relating to transfer of Unclaimed Dividend to Investor Education and Protection Fund, do not apply as there was no dividend declared and paid by the Company.
4. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by company are given in the notes to the financial statements.
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.
6. SHARE CAPITAL:
The paid up equity capital as on March 31, 2017 was Rs.75,224,800. No Bonus Shares were issued neither company bought back any of its securities during the year under review. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity.
7. EXTRACTS OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in prescribed Form MGT 9 is furnished in Annexure A and is attached to this Report.
8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review. However, the Board has adopted the Policy in terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 to ensure that all Related Party Transactions with Related Parties shall be subject to a policy and approval or ratification in accordance with Applicable Law. This Policy contains the policies and procedures governing the review, determination of materiality, approval and reporting of such Related Party Transactions. The Policy on Related Party Transactions is uploaded in the Companys website i.e. www.concretecredit.in under the link http://www.concretecredit.in/images/pdf-reports/other-corporate-announcements/policy-on-related-party-transactions.pdf
9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
Management and Business Risk Evaluation is an ongoing process within the Organization. Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Board has framed a Risk Management Policy for the Company. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis. At present the Company has not identified any element of risk which may threaten the business or existence of the Company.
10. CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "model code of conduct". The Code has been posted on the Companys website www.concretecredit.in The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.
11. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre- clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.
12. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Companys Policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure B and is attached to this report.
13. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company held 6 Board meetings during the financial year. Detailed information is given in the Corporate Governance Report.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to provisions of Section 152(6) of the Companies Act, 2013 and Articles of Association of the Company Mr. Qamar Serajul Haque (DIN : 06935279) will retire by rotation at the ensuing AGM of the Company and being eligible, offers himself for re-appointment.
Pursuant to provisions of Section 149 of the Companies Act, 2013 which came into effect from April 1, 2014, Mr. Jyotirindra Nath Dey (DIN: 00180925) and Mr. Bishnath Mahato (DIN: 06937632) were appointed as Independent Directors at the AGM held on 30th September, 2014. They have submitted a declaration that each of them meets the criteria of Independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year. Whereas pursuant to provisions of Section 168 of the Companies Act, 2013 which came into effect from April 1, 2014, Mrs. Moumita Majumder (DIN: 06617864), Independent Director of the Company has resigned from the post of directotrship due to her preoccupations with effect from March 6, 2017.
During the year, Mr. Abhishek Upadhyaya (PAN: ABWPU2655E) resigned as the Company Secretary of the Company on March 18, 2017. Further, Mr. Chandan Ghosh (PAN: AJQPG3865N) is the Chief Financial Officer of the Company.
15. PARTICULARS OF MANAGERIAL REMUNERATION
The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
I. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:
|Directors||Ratio to median remuneration|
|Mr. Rajeev Kumar Verma||1.57|
|Mr. Qamar Serajul Haque||0.13|
|Mr. Rajesh Kumar Daruka||-|
|Mr. Jyotirindra Nath Dey||0.13|
|Mr. Bishnath Mahato||0.13|
|Mrs. Moumita Majumder||0.11|
II. There was no increase in remuneration of directors, chief financial officer, company secretary in the financial year so the percentage increase in remuneration cannot be expressed. Moreover some appointments were made during the financial year and hence information is for part of the year, the same is not comparable.
III. Percentage increase in the median remuneration of employees in the financial year: Nil
IV. Number of permanent employees on the rolls of Company: 6
V. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: There was no increase in remuneration during the financial year.
VI. The key parameters for any variable component of remuneration availed by the directors: N.A.
VII. Affirmation that the remuneration is as per the remuneration policy of the company:
The Company affirms remuneration is as per the remuneration policy of the Company.
VIII. There is no employee whose remuneration exceeds the limits prescribed under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
16. REMUNERATION OF DIRECTORS
The details regarding remuneration to Directors are shown separately in MGT-9 attached as Annexure A which forms part of the Directors Report.
17. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
In terms of the Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 49(II)(B)(7)(b) of the erstwhile Listing Agreements, the Company has adopted a familiarization programme for the Independent Directors.The details of the said program are available on the website of the Company i.e. www.concretecredit.in under the link: http://www.concretecredit.in/images/pdf-reports/other-corporate-announcements/concrete_familarisation _ programme_for_independent_directors.pdf
18. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM The Audit Committee comprises of the following three independent directors:-
(a) Mr. Jyotirindra Nath Dey - Chairman (b) Mr. Bishnath Mahato
The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co-employees of the Company. The policy on vigil mechanism is attached with this report as Annexure C and is also available on the website of the company i.e. www.concretecredit.in under the link: http://www.concretecredit.in/images/pdf-reports/other-corporate-announcements/Whistle-Blower-Policy.pdf
19. BOARD EVALUATION
Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, at its meeting held on 13th February, 2017 has carried out an annual performance evaluation of its own performance, the individual directors performance including that of independent directors.
The parameters based on which the evaluation process is being carried out is fixed by the Board in terms of the provisions of Companies Act, 2013. In a separate meeting of independent Directors held on 27th March, 2017, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.
20. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its Responsibility Statement:-
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures; (b) 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 fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) The directors had prepared the annual accounts on a going concern basis; (e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequete and operating efficiently. Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. (f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
21. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company.
22. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.
23. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was no foreign exchange inflow or Outflow during the year under review.
25. STATUTORY AUDITORS
Pursuant to Section 139 of the Companies Act, 2013 and Rules made there under, M/s Agrawal S. Kumar & Associates, Chartered Accountants (ICAI Firm Registration No. 322324E) were appointed as Statutory Auditors at the 33rd Annual General Meeting held on September 30, 2014 to hold office until the conclusion of the 36th Annual General Meeting, subject to ratification by shareholders at each Annual General Meeting. M/s Agrawal S. Kumar & Associates, Statutory Auditors completed their term of office within the meaning of Section 139 of the Companies Act, 2013 consequent whereof M/s. R.K. Tapadia & Co. was on recommendation by the Audit Committee at their meeting dated 27.03.2017, appointed as Statutory Auditors of the Company for a period of five years subject to yearly ratification, by the Board of Directors who held their meeting later during that day. This appointment which is confirmed by the Audit-firm as meeting all the qualifications and Eligibility prescribed under the Companies Act 2013, applicable Rules and the provisions of SEBI (LODR) Regulations, has now to have the approval of the shareholders at the forthcoming Annual General Meeting of the Company.
26. SECRETARIAL AUDIT
Mr. Mayank Daga, Practising Company Secretary (ICSI Membership No. ACS 41279) has been appointed as Secretarial Auditor of the Company for financial year ended 31st March, 2017. The Secretarial Audit Report received from the Secretarial Auditor is annexed to this report marked as Annexure D and forms part of this report.
27. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The Statutory Auditor Report as well as Secretarial Audit Report does not contain any qualification, reservation or adverse remark which needs any explanation or comment of the Board.
28. LISTING OF SHARES
The Equity Shares of the Company are listed on the BSE Limited, Mumbai and Calcutta Stock Exchange Limited, Kolkata. Pursuant to the notification of the regulations, your Company has entered into new Listing Agreement with the aforesaid Stock Exchanges respectively as mandated under the said Regulations.
29. CORPORATE GOVERNANCE
The Company is committed to maintain transparency in its operations & hence it complies with the Corporate Governance requirements. The Corporate Governance Report as per Schedule V(C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and requisite Certificate of Compliance from Statutory Auditor regarding compliance of conditions of Corporate Governance are annexed and forms part of the Annual report.
30. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report of the Company comprising of management perception, risks and concerns, internal control systems are annexed and forms part of the Annual report.
Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companys activities during the year under review. Your Directors thank the shareholders for their support and confidence reposed on your Company and also appreciates the dedicated services rendered by the employees at all levels.
For and on behalf of the Board of Directors Rajeev Kumar Verma
Place: Kolkata Whole-time Director Date: 11th August, 2017 DIN: 00570540