Online-Trading Portfolio-Tracker Research Back-Office MF-Tracker
BSE Prices delayed by 5 minutes... << Prices as on Apr 26, 2024 >>   ABB 6409.05 [ -0.41 ]ACC 2524.4 [ -2.14 ]AMBUJA CEM 632.05 [ -0.99 ]ASIAN PAINTS 2844.6 [ -0.59 ]AXIS BANK 1130.05 [ 0.24 ]BAJAJ AUTO 8965.5 [ 2.60 ]BANKOFBARODA 268.15 [ -0.20 ]BHARTI AIRTE 1325.5 [ -0.78 ]BHEL 278.8 [ 2.65 ]BPCL 609.4 [ 0.94 ]BRITANIAINDS 4797.55 [ -1.06 ]CIPLA 1409.4 [ 0.28 ]COAL INDIA 455.55 [ 0.62 ]COLGATEPALMO 2855.25 [ 1.99 ]DABUR INDIA 509 [ 0.44 ]DLF 907.7 [ 1.47 ]DRREDDYSLAB 6253.25 [ 0.58 ]GAIL 208.05 [ 0.00 ]GRASIM INDS 2345.4 [ -1.02 ]HCLTECHNOLOG 1472.3 [ -2.08 ]HDFC 2729.95 [ -0.62 ]HDFC BANK 1509.75 [ -0.06 ]HEROMOTOCORP 4491.85 [ -0.01 ]HIND.UNILEV 2221.5 [ -0.43 ]HINDALCO 649.55 [ 0.47 ]ICICI BANK 1107.15 [ -0.53 ]IDFC 127.25 [ 2.33 ]INDIANHOTELS 568.35 [ -1.54 ]INDUSINDBANK 1445.85 [ -3.36 ]INFOSYS 1430.15 [ -0.57 ]ITC LTD 439.95 [ 0.56 ]JINDALSTLPOW 931.95 [ -1.15 ]KOTAK BANK 1608.4 [ -2.11 ]L&T 3602.3 [ -1.32 ]LUPIN 1615.85 [ 1.31 ]MAH&MAH 2044.25 [ -2.45 ]MARUTI SUZUK 12687.05 [ -1.70 ]MTNL 37.56 [ 0.29 ]NESTLE 2483.8 [ -3.08 ]NIIT 107.9 [ 0.23 ]NMDC 257.8 [ 2.18 ]NTPC 355.75 [ -0.71 ]ONGC 282.85 [ 0.28 ]PNB 136.45 [ 0.44 ]POWER GRID 292.1 [ -0.34 ]RIL 2903 [ -0.53 ]SBI 801.4 [ -1.38 ]SESA GOA 396.65 [ 4.16 ]SHIPPINGCORP 232.4 [ -0.15 ]SUNPHRMINDS 1504.25 [ -1.07 ]TATA CHEM 1122.45 [ 0.92 ]TATA GLOBAL 1102.9 [ -0.28 ]TATA MOTORS 999.35 [ -0.14 ]TATA STEEL 165.85 [ -1.04 ]TATAPOWERCOM 436.75 [ 1.22 ]TCS 3812.85 [ -1.01 ]TECH MAHINDR 1277.45 [ 7.34 ]ULTRATECHCEM 9700.2 [ 0.17 ]UNITED SPIRI 1199.7 [ 0.51 ]WIPRO 464.65 [ 0.79 ]ZEETELEFILMS 145.95 [ 2.24 ] BSE NSE
You can view full text of the latest Director's Report for the company.
No Data Available
Year End :2015-03 
Dear members,

The Directors have pleasure in presenting their Twenty Fifth Annual Report and Audited Accounts of your Company for the year ended 31st March, 2015.

FINANCIAL RESULTS                       31.03.2015     31.03.2014
Profit for the year ended 4,424,555.42 5,400,048.17

Less : Provision for Taxation

       Current Tax                      864,782.00   1,727,563.00

       Deferred Tax (Assets)            208,879.65    (19,697.63)

                                      3,350,893.77   3,692,182.80
Add : Profit B/F from previous year 32,187,208.61 28,495,025.81

Add: Mat Credit Entitlement            2,47,805.00              -

Sub Total                            35,785,907.38  32,187,208.61

Less : Transferred to Statutory
Reserve                               2,393,084.00              -
Balance C/f to Balance Sheet 33,392,823.38 32,187,208.61

DIVIDEND

Your Director's regret for not recommending Dividend on Equity Shares.

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE EARNING & OUTGO:

Details of energy conservation is not applicable to the Company, no technology has been absorbed or imported by the Company and Foreign Exchange Earning & Outgo is NIL.

RESEARCH & DEVELOPMENT:

The Company has not incurred any sum in respect of Research & Development for any of its activity. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith.

DIRECTOR AND KEY MANAGERIAL PERSONNEL:

Mr. Bimal Kumar Agarwal, director of the Company liable to retire by rotation and being eligible has offered themselves for re-appointment. Mr. Harshvardhan Kedia, Independent Director of the Company passed away in February 2015 and Mr. Ashok Kumar Lodha has resigned from the post of director with effect from 04.03.2015. The Board places on record its deep appreciation for the valuable contribution made by him during their tenure as Director of the Company.

The Board has approved the appointment of Mrs. Jyoti Khare, Mr. Manoj Kumar Agarwal and Mr. Vinay Agarwal with effect from 14th Nov,2014, 7th Jan,2015 and 04th March, 2015 respectively. The Board has considered the recommendation of the Nomination and Remuneration Committee and Audit Committee regarding the said appointment.

The Company is in process of appointing a CFO as required under section 203 of the Companies Act, 2013. Declaration by Independent Director:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under section 49(6) of the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

Board Evaluation:

Pursuant to the provisions of Companies Act, 2013 and Listing Agreements, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee and Nomination and Remuneration Committee. The manner in which the evaluation has been carried out is mentioned in the Corporate Governance Report.

Remuneration Policy:

The Board has, on recommendation of the Nomination and Remuneration Committee formulated a policy for selection and appointment of Directors, senior managements and their remuneration. The details of the said policy are stated in the Corporate Governance Report.

Meetings:

The details of the number of Board Meetings and meetings of various Committees are given in the Corporate Governance Report. The intervening gap between the meetings was within the time period prescribed under the Companies Act, 2013.

Audit Committee:

The Audit Committee comprises Independent Directors namely Shri Tejinder Singh (Chairman), Mr. Bimal Kumar Agarwal , and Mrs Jyoti Khare as other members. All the recommendations made by the Audit Committee were accepted by the Board.

More details on the Committee are given on the Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed:

(a) That in the preparation of Annual Accounts, the applicable Accounting Standard has been followed.

(b) 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 financial year and the Statement of Profit and Loss for that period.

(c) That the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding assets of the Company and for preventing and detecting frauds and other irregularities.

(d) That the Directors have prepared the Annual Accounts on Going Concern Basis.

(e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) 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.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND

REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2014-15, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sl.  Name of Director/        Remuneration    % increase in
No.  KMP & Designation        of Director     Remuneration 
                              /KMP for the    in the Financial
                              financial year  year 2014-15
                              2014-15
                              (Rs. In lacs)

1.   Rajendra Kumar               1.92             NIL
     Agrawal
     Managing Director

2.   Shalini Kumari               1.43             NIL
     Agarwal
     Company Secretary

Sl.  Name of Director/             Ratio of        Comparison
No.  KMP & Designation             remuneration    of the
                                   of each         Remuneration
                                   Director/to     of the KMP
                                   median          against the
                                   remuneration    performance of
                                   of employees    the Company

1.   Rajendra Kumar                    1.39        Profit before
     Agrawal                                       tax decreased
     Managing Director                             by 18.06% and
                                                   profit after tax
                                                   decrease by 9.24%

2.   Shalini Kumari                Not Applicable
     Agarwal
     Company Secretary
(ii) The median remuneration of employees of the Company during the financial year was Rs. 1.38 lakhs

(iii) There were 12 permanent employees on the rolls of Company as on March 31, 2015;

(iv) There is no change in remuneration of Managing Director and performance of the Company decrease by 18.06% to Rs. 44.24 Lacs in 2014-15 ( 54 Lacs in 2013-14).

(v) Price Earnings ratio of the Company was 0.24 as at March 31, 2015 and was 0.26as at March 31, 2014

(vi) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Human Resources, Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

(vii) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Not Applicable

(viii) It is hereby affirmed that the remuneration paid is as per the as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

RELATED PARTY TRANSACTION:

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 business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. Your Directors draw attention of the members to Notes to the financial statement which sets out related party disclosures.

SUBSIDIARY COMPANY:

G Raj & Co (Property Management) Limited (Formerly known as Arrowline Investments Limited) ceased to be subsidiary of our Company.

CODE OF CONDUCT:

The Company has a Code of Conduct which is applicable to directors and management personnel of the Company. The Company believes in conducting business in accordance with the highest standards of business ethics and complying with applicable laws, rules and regulations.

The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and management personnel in their business dealings and in particular on matters relating integrity in the work place, in business practices and complying with applicable laws etc.

All the directors and management personnel have submitted declaration confirming compliance with the code.

BONUS ISSUE:

The Company has not allotted any bonus issue during the year.

ISSUE OF SHARES:

During the Financial year ended 31st March, 2015:

i) The Company has not granted any Employees Stock Option.

ii) The Company has not issued any Sweat Equity Shares.

iii) The Company has not issued any equity shares with differential rights.

PUBLIC ISSUE:

During the year under review your Company has not issued any securities to the public.

PUBLIC DEPOSIT:

During the Year the Company has not accepted any Deposit from the Public, within the meaning-of section 73 of the Companies Act, 2013.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of Loans given, Investments made, Guarantees given and Securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement.

RISK MANAGEMENT POLICY:

Pursuant to section 134(3) (n) of the Companies Act, 2013, the Board of directors of the Company has adopted a Risk management Policy of the Company. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across Group wide Risk Management, Internal Control and Internal Audit methodologies and processes.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be disclosed to the Ethics and Compliance Task Force which operates under the supervision of the Audit Committee. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.

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 Company's 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.

All the Board of Directors and designated employees have confirmed compliance with the Code.

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

During the year the company appointed M/s SKL & CO, Chartered Accounts, Kolkata as an internal auditor. The firm is authorized to by the Audit Committee to access the adequacy and compliance of internal control process, statutory requirements etc. The Audit Committee met regularly to review reports submitted by the Internal Auditor. The Audit Committee upon discussion with internal auditor set up applicable control measures for the Company.

STATUTORY AUDITORS :

M/S KHANDELWAL PRAJAPTI & CO, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, 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 remark.

SECRETARIAL AUDITOR :

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. B.L.Patni, a whole time Company Secretary in practice having Membership No. 1321, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith to this Report. The observations made by the Secretarial Auditor are self explanatory. Necessary steps are being taken to comply with the requirements.

APPRECIATION

For and on behalf of the Board, the Directors wish to place on record their sincere appreciation for the positive co-operation received from Banks, SEBI, Shareholders, RTA, farmers and Traders , and all the staffs of the Company during the year.

                                   For and on behalf of the Board
Place: Medinipore
Dated: 30th May, 2015                         Bimal Kumar Agarwal
                                                         Chairman