| 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
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