DIRECTORS' REPORT To The Members, Your Directors have pleasure in presenting the Annual Report of the Company together with Audited Accounts for the year ended on 31st March, 2015. 2. Future Performance In the year under review, the Company has generated a Loss of Rs. 78,288/-. Your Directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the company in the current Financial Year. 3. Dividend In view of Inadequate Profit, Your Directors regret their inability to recommend any dividend for the year. . Auditors Statutory Audit: The retiring Auditors M/s. Maroti & Associates, Chartered Accountants, (Firm Registration Number 322770E) Kolkata hold office till the conclusion of the Annual General Meeting and is eligible for reappointment expressing their willingness to be reappointed and to the effect that their appointment, if made, would be within the prescribed limits under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment. The matter is placed for consideration of members in this Annual General Meeting to pass the Resolutions at Item Nos. 3 of the Annual General Meeting Notice. Secretarial Audit: As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. 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 M/s. P. Doleswar Rao, of Company Secretaries in Practice (C.P. No. 14385) to undertake the Secretarial Audit of the Company. The Secretarial Audit report for the financial year ended 31st March, 2015 is annexed herewith as "Annexure A" to this report. The Secretarial Audit Report does not contain any qualification, reservation and adverse remark. Q 5. Directors The Board recommends the passing of the Resolutions at Annual General Meeting Notice for the appointment of Mr. Mahavir Jain (DIN 02048027) as Director who retire by rotation and eligible for reappointment. Mr. Mahavir Jain offers himself for re-appointment. Except Mr. Mahavir Jain no other directors, promoters and their relative are interested in the resolution of his reappointment. Mr. Dilip Kumar Kanoria (DIN 01998254) tendered his resignation from the Board and the Board considered the same with kind appreciation of his effort to bring the company to achieve its goal. His resignation was effective w.e.f. 11.11.2014. Q 6. Personnel ^ In accordance with the requirement of Section 217(2A) of the Companies Act 1956, it is stated that no employee of the Company is in receipt of remuneration aggregating to Rs. 60,00,000/- or more for the year and Rs 5,00,000/- or more for part of the month. 7. Statutory Information Particulars required to be furnished by the companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988: Q 8. Listing Your directors are pleased to inform that the company had listed its equity share at BSE LTD. under direct listing norms. Our endeavor in this respect shall provide you a ready market on nationwide platform for trading in securities on a continuous basis adding prestige and importance to the company. The company can also raise additional funds from the public through the new issue market with a greater degree of assurance. The new funds sought to be raised break new ground for the Company and are steps towards our ambition to build a more global fund house. 9. Responsibility Statement ^ In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that : i. 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 consistently 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 the profit or loss of the Company for the year under review. iii. 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 accounts 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. vi. 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. ( 10. Share Capital ) The paid up equity capital as on march 31, 2015 was Rs. 16.20 Crore. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity. Qn. Finance ^ Cash and cash equivalents as at March 31, 2015 was Rs. 1.94 lakhs. The company continues to focus on judicious management of its working capital, Receivables and other working capital parameters were kept under strict check through continuous monitoring ( 12. Fixed Deposit ) 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. Q 13. Internal Control Systems And Their Adequacy ^ The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee and to the Board Chairman & Managing Director. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board. Q 14. Board Evaluation ^ Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. 15. Remuneration Policy The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. 16. 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. 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. Q 17. 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 Code has been posted on the Company's website. 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 and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. 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 18. Vigil Mechanism / Whistle Blower Policy The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The vigil mechanism ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. The Chairman of Audit and Chairman of the Board looks into the complaints raised Q 19. 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. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code 20. Extract of Annual Return ^ The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as " Annexure B". Q 21. Corporate Governance Management Discussion & Analysis Report ^ As required under clause 49 of the listing agreement with the Stock Exchange, the Report on Corporate Governance together with Auditors view regarding compliance of the SEBI code of Corporate Governance is annexed herewith. The Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure. Q 22. Acknowledgements ^ The Board wishes to place on record their gratitude for the co-operation and assistance received from all those who contributed by some means or other for the performance of the company and expect the same in the future. For and on behalf of the board Ranjeet Kumar Director Bihani Sanjit Dhawa Managing Director Date: 25th Day of May, 2015 Place: Kolkata |