DIRECTORS REPORT To the Members, Your Directors have pleasure in presenting their 33 Annual Report & Audited accounts of your Company for the year ended 31st march 2015. DIVIDEND During the Financial Year 2014-15, your Directors did not recommend payment of any dividend on the Equity Shares of the Company because of Low Profit. BUSINESS REVIEW The year in review shows a moderate performance by the company with respect to sluggish demand in the agricultural industry. The present order position is healthy and we are expecting the markets to improve both in terms of liquidity and also demand in 2015-16. INDUSTRIAL RELATIONS Your company continues enjoy a very healthy management and worker relationships and we pledge to strengthen these ties to improve quality of work culture and productivity. Your company also enjoys a very good reputation for quality products and sustained quality maintenance with all the major builders and dealers. We are known for creating dependable supply levels and maintaining cordial relationships with all dealers and customers. AUDITORS M/s A. Saraogi & Associates, Chartered Accountants, have been re-appointed as Statutory Auditors of the company till the conclusion of the Annual General Meeting of the company to be held in the year 2016 (subject to ratification of their re - appointment at every AGM) and the Directors of the Company shall fix the remuneration from time to time in consultation with the Audit Committee. DIRECTORS A) Changes in Directors and Key Managerial Personnel: Pursuant to the Resolution of the Board of Directors passed at its meeting: i) Mr. Keshab Kumar Halder has been appointed as Managing Director of the company. ii) Ms. Debopriya Bal has been appointed as the Company Secretary of the Company. iii) Mr. Binod Kumar Mahato and Mr. Nikhilesh Bhunia were appointed as independent directors. iv) Mr. Raj Kumar Sharma resigned from the post of director with effect from 30/03/2015. INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT, 2013 ("the Act") As per the Companies Act, 2013, the information as per the relevant clauses is as below: a) EXTRACT OF THE ANNUAL RETURN The extract of annual return as provided under Sub-section (3) of section 92 is attached in ANNEXURE 1 of this Report. b) MEETINGS AND ATTENDENCE OF BOARD Eight Board Meetings were held during the year 2014-15 and the gap between the two meetings did not exceed one hundred and twenty days in accordance with provisions under section 134(3)(b), of Companies Act,2013. c) DIRECTORS' RESPONSIBILITY STATEMENT The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that— (a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to 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 this 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; and (e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. (f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. d) QUALIFICATION OR RESERVATION IN THE AUDIT REPORT Your Board has the pleasure in confirming that the auditor had given an unqualified report without any adverse comments. e) CHANGE IN THE NATURE OF BUSINESS During the Financial year 2014-15, no significant change has taken place which could have an impact over the financial position of the Company. f) RISK MANAGEMENT POLICY The Board reviews the business plan at regular intervals and develops the Risk Management Policy which lays down guiding principles on proactive planning for identifying, analyzing and mitigating all the material risks, both external and internal. Your Company has sought to classify the types of risks as external business and operational. g) CORPORATE SOCIAL RESPONSIBILITY (CSR) The Company does not fall within the category as prescribed in sub section (1) of Section 135 of the Companies Act, 2013, hence no Corporate Social Responsibility Committee has been formed nor any CSR initiatives has been undertaken during the year under review. h) FIXED DEPOSIT During the year under review, your Company did not accept any deposits from the public. i) SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS Pursuant to Section 134(3)(q) of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, no material orders have been passed by any regulator, court or tribunal impacting the Company's operations and its going concern status during the Financial Year2014-15. j) RELATED PARTY TRANSACTIONS Endeavour is consistently made to have only arm's length transactions with all parties including Related Parties. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable. k) TRANSFER TO RESERVES In the current year no profit has been transferred to Reserve from Profit and Loss Account. SHARE CAPITAL Issue of equity shares with differential r i g h t s : The Company has not issued any of its securities with differential rights during the year under review. Buy Back of Securities: The company has not bought back any of its securities during the year under review. Sweat Equity, Bonus Shares & Employee Stock Option Plan The company has neither issued sweat equity or bonus shares nor has provided any stock option scheme to the employees. Issue of Capital The company has issued 29,20,000 equity shares of Rs I 0/- on preferential basis during the year. HOLDING AND SUBSIDIARIES Prakruti Commosales Private Limited, J.D.M Commercial Pvt. Ltd, Intellect Buildcon Pvt. Ltd and Reliable Advertising Pvt. Ltd. continue to be the Subsidiary of Halder Venture Limited. INTERNAL FINANCIAL CONTROLS The internal financial controls with reference to the financial statements are in consistency with the size and nature of the business of the company. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable to our company. The company does not have any Foreign Exchange transactions during the financial year. ORDER OF COURT The company is not subject to any legal proceedings and claims which will have a material or adverse effect on the going concern status or company's operations or financial conditions. SEXUAL HARASSMENT OF WOMEN AT WORK PLACE The Company has in place a policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition& Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. There were nil complaints received during the year under review. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES Pursuant to sub-section (9) & (I 0) of section 177 of the Companies Act, 2013, read with rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Whistle Blower Policy (Vigil mechanism) for Directors and Employees of the Company to report their genuine concerns or grievances. The policy was approved by the Board of Directors of the Company at its meeting and the Audit Committee was empowered by the Board of Directors to monitor the same and to report to the Board about the complaints in an unbiased manner. AUDIT COMMITTEE Composition of the Audit Committee is in accordance with the provisions of Clause 49 of the Listing Agreement and requirements of section 177 of the Companies Act 2013. The composition is as under: Name Designation Nikhilesh Bhunia Chairman Keshab Kumar Halder Member Binod Kumar Mahato Member STAKEHOLDERS RELATIONSHIP COMMITTEE Pursuant to Clause 49 of the Listing Agreement and Section 178 of the Companies Act, 2013 the Board hasreconstituted and renamed the Shareholders'/Investors' Grievances Committee as Stakeholders Relationship Committee. The composition is as under: Name Designation Binod Kumar Mahato Chairman Prabhat Kumar Halder Member Nikhilesh Bhunia Member NOMINATION AND REMUNERATION COMMITTEE Composition of the Nomination & Remuneration Committee is in accordance with the requirements of section 178( ) of the Companies Act 2013. The composition is as under: Name Designation Binod Kumar Mahato Chairman Prabhat Kumar Halder Member Nikhilesh Bhunia Member MANAGERIAL REMUNERATION The Company earned minimal profit during the year so the Company has not provided any Managerial Remuneration to the Directors. SECRETARIAL AUDIT REPORT The Secretarial Audit Report has been given by Mr. Anand Kumar Khandelia, Company Secretary and there is no qualification, reservation or adverse remark or disclaimer made by the company secretary in the secretarial audit report. CORPORATE GOVERNANCE CERTIFICATE The Corporate Governance certificate from the auditor regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement has been annexed with the report FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS The Company believes that the best training is imparted when dealing with actual roles and responsibilities on the job. To this extent, the Company arranges detailed presentation on various aspects including the business environment, economy, performance of the Company, industry scenario, production, raw materials, research and development, financial controls, the Company's strategy, etc. Visits to factories are also undertaken from time to time. ACKNOWLEDGEMENT Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review. For and on behalf of the Board of Directors Sd/-Keshab Kumar Halder Managing Director Din: 00574080 Sd/-Prabhat Kumar Halder Chief Financial Officer &Director Din: 02009423 Place: Kolkata Date: 29/05 /2015 |