| Dear Members,
The directors have pleasure in presenting Third Annual Report together
with the Audited Accounts for the financial year ended 31st March,
2015.
FINANCIAL HIGHLIGHTS
The directors are hopeful to achieve better results in future.
For the year For the year
ended ended
31.03.2015 31.03.2014
Amt(Rs) Amt(Rs)
Profit / Loss before exceptional and 107,787.00 314,710.00
extraordinary items and tax
Exceptional Items - -
Profit/(loss) before extraordinary
items and tax 107,787.00 314,710.00
Extraordinary Items - -
Profit before tax 107,787.00 314,710.00
Tax expense
(1) Current tax (126,221.00) (528,598.00)
(2) Deferred tax 545,302.00 (431,353.00)
Profit/(loss) for the period from
continuing operations 526,869.00 (645,241.00)
Profit/(loss) from discontinuing
operations - -
Tax expenses of discontinuing operations - -
Profit/(loss) from discontinuing
operations (after tax) - -
Profit/(loss) for the period 526,869.00 (645,241.00)
PERFORMANCE REVIEW
Your company achieved an all time high performance in compare to
previous year. During the year the Company's Profit after tax amounts
to Rs. 5,26,869/-. Barring unforeseen circumstances, your Directors
expect to achieve good results in the coming year. Your company had
coupled with high level of modernization, concentrated efforts of both
Management and all dedicated employees, the whole hearted support of
Banks, suppliers and customers attained these levels of performance.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the operational activities of the company
during the year under review.
TRANSFER TO RESERVES
During the year under review, there is no transfer to reserves.
DIVIDEND
The Board of Directors of the Company had not declared and paid any
dividend for the current financial year.
SHARE CAPITAL
The paid up equity capital as on March 31, 2015 was Rs. 2,394.52 Lakhs.
The company has not issued shares with differential voting rights nor
granted stock options nor sweat equity during the financial year.
FINANCE
Cash and cash equivalents as at March 31,2015 was Rs. 12.61653 lakhs.
The company continues to focus on judicious management of its working
capital, Receivables, inventories and other working capital parameters
were kept under strict check through continuous monitoring.
PUBLIC DEPOSITS
Your Company has not accepted nor renewed any deposits during the
Financial Year 2014-15 in terms of Chapter V of the Companies Act,
2013.
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.
There is no investment during the year under review.
INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationship
with workers and employees at all levels.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 149 of the Act, which came into
effect from April 1,2014, Mr. Vikash Dubey, Mr. Bhaskar Paul and Mrs.
Purnima Maity were appointed as independent directors at the annual
general meeting of the Company held on September 24, 2014. The terms
and conditions of appointment of independent directors are as per
Schedule IV of the Act. 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.
Mr. Vikrant Kayan Director of the Company retires by rotation at the
ensuing Annual General Meeting of the Company and being eligible offer
himself for re-appointment.
Mr. Sharad Jhunjhunwala, stepped down from the Board of the Company on
March 27, 2015 due to pre-occupations. The Board places on record its
appreciation of the invaluable contribution and guidance provided by
him.
Mr. Akash Kumar was appointed as Additional, Managing Director with
effect from March 27, 2015. He is Commerce graduate from Calcutta
University. He has five years of experience in trading, and other
related activities. His area of specialization includes Accounts,
Finance Management, Corporate Management, Business valuation and
Corporate Governance. He has strong execution capabilities and is adept
at innovation, team building and leadership. His appointment will
immensely help the Company in its positive growth.
The resolutions seeking approval of the Members for the appointment of
Mr. Akash Kumar as Managing Director of the Company have been
incorporated in the notice of annual general meeting forming a part of
this report. The Company has received a notice under Section 160 of the
Act along with the requisite deposit proposing the appointment of Mr.
Akash Kumar as Managing Director of the Company.
Pursuant to the provisions of Section 203 of the Companies Act, 2013,
which came into effect from April 1,2014, the appointments of Mr.
Koushik Brahma, Chief Financial Officer and Ms. Rashmi Singhal, Company
Secretary as Key Managerial Personnel of the Company were formalized.
Further Mr. Akash Kumar will be appointed as Managing Director of the
Company, subject to the approval of Members.
The above appointment/re-appointment forming a part of the Notice of
the Annual General Meeting and Profiles of the Directors as required
under Clause 52(IV)(G)(i) of the SME Listing Agreement with the Stock
Exchange, are given in the Annexure to the Notice.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013, the directors
would like to state that:
a) In the preparation of the annual accounts for the year ended March
31,2015, the applicable accounting standards read with requirements set
out under Schedule III to the Act, have been followed and there are no
material departures from the same;
b) 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 the financial year or the profit of the
Company at the end of the year under review.
c) 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.
d) The Directors have prepared the annual accounts on a going concern
basis; and
e) 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.
f) 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.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from each independent
director under Section 149(7) of the Companies Act, 2013, that he or
she meets the criteria of independence laid down in Section 149(6) of
the Companies Act, 2013 and Clause 52 of the SME Listing Agreement.
PARTICULARS OF EMPLOYEES
A) Details of the ratio of the remuneration of each Director to the
median employee's remuneration and other details as required pursuant
to Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014:
S. Name of Director Remuneration of % increase in
No. / KMP and Director/KMP Remuneration in
Designation for financial year the financial
2014 -15 (in Rs.) year 2014-15
1 Sharad 180,000 NIL
Jhunjhunwala
(Managing
Director)
Resigned with
effect from
27/03/201 5)
2 Kousik Brahma 144,000 NIL
CFO
3 CS Rashmi 301057 NIL
Singhal
Company
Secretary &
Compliance
Officer
S. Name of Director Ratio of Comparison of the
No. / KMP and remuneration of Remuneration of the KMP
Designation each Director / against the performance
to median of the Company
remuneration
of employees
1 Sharad 207 EPS for the Current FY is
Jhunjhunwala Re. 0.022 as compared to
(Managing a loss of Re. 0.027 in FY
Director) 2013-14
Resigned with
effect from
27/03/201 5)
2 Kousik Brahma 1.65 EPS for the Current FY is
CFO Re. 0.022 as compared to
a loss of Re. 0.027 in FY
2013-14
3 CS Rashmi 3.46 EPS for the Current FY is
Singhal Re. 0.022 as compared to
Company a loss of Re. 0.027 in FY
Secretary & 2013-14
Compliance
Officer
Note: There has been no payment towards sitting fees to any Director
for attending Board and Committee meetings. Notes:-
i) Median remuneration of employees of the Company during the financial
year 2014-2015 was Rs. 87,000 /-.
ii) Median remuneration of employees of the Company during the
financial year 2013-2014 was Rs. 78000/-. In the financial year, there
was a increase of 11.54% in the median remuneration of employees. The
said increase is very much in line with performance of the company.
iii) There were 8 Confirmed employees on the rolls of the Company as on
March 31,2015.
iv) Relationship between average increase in remuneration and company
performance- Average Remuneration increased during the year 2014-2015
by 14% whereas the company's PAT increase by 181.65%.
v) a) Variation in the market capitalization of the company: The market
capitalization as on 31st March 2015 was Rs. 172.40 Lakhs (Rs. 646.52
Lakhs as on 31st March 2014)
b) Price Earning Ratio of the Company was 327.27 as at 31st March 2015
and (there was a loss in FY as at 31st March 2014.
c) Percentage increase over decrease in the market quotations of the
shares of the company in comparison to the rate at which the company
came out with the last public offer: The Company had come out with
initial public offer (IPO) in 2013. The closing price of the Company's
equity shares on the BSE as of March 31,2015 was Rs 7.20 and 28% (BSE)
decrease over the IPO price, adjusted for stock splits and bonus to
date. An amount of Rs. 100,000 invested in the said IPO would be worth
72,000 as on March 31,2015 (Ref: BSE Closing Price as on March
31,2015).
vi) Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial
year i.e. 2014-15 was 14% whereas the increase in the managerial
remuneration for the same financial year was Nil.
vii) 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 Nomination and Remuneration Committee as
per the Remuneration Policy for Directors, Key Managerial Personnel and
other employees.
viii) 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 was 0.59.
ix) It is hereby affirmed that the remuneration paid is as per the
Remuneration Policy for Directors, Key Managerial Personnel and other
employees.
B) Details of every employee of the Company as required pursuant to
rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:
During the year under consideration, none of the employees of the
company was in receipt of remuneration in excess of limits prescribed
under clause 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. Hence particulars as required under
5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 have not been provided.
MEETINGS OF THE BOARD
Eight meetings of the Board of Directors were held during the year. For
further details, please refer Report on Corporate Governance.
BOARD EVALUATION
The Board has carried out an evaluation of its own performance, the
directors individually as well as the evaluation of the working of its
Committees. The manner in which the evaluation has been carried out has
been explained in the Corporate Governance Report.
NOMINATION AND REMUNERATION POLICY
The Board of the Directors has framed the policy which lays down a
framework in relation to Remuneration of Directors, Key Managerial
Personnel and Senior Management of the Company. This policy also lays
down criteria for selection and appointment of Board Members. The
Nomination and Remuneration Policy is annexed at the end of the
Corporate Governance Report as " Annexure-4"
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Since the CSR norms are not applicable to the Company hence, the
disclosures as per Rule 9 of Companies (Corporate Social Responsibility
Policy) Rules, 2014 is not required to be made.
INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope of work includes
review of process for safeguarding the assets of the Company, review of
operational efficiency effectiveness of systems and processes, and
assessing the internal control in all areas.
AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT
The auditor's report and secretarial auditor's report does not contain
any qualifications, reservations or adverse remarks.
AUDITORS
M/s. D. K. Chhajer & Co., Chartered Accountants, who are appointed as
the Statutory Auditors of the Company, retire at the conclusion of the
ensuing Annual General Meeting. In terms of the Companies Act, 2013
("the new Act") and the Rules framed thereunder, it is proposed to
appoint them as Statutory Auditors of the Company to hold office from
the conclusion of the ensuing Annual General Meeting, until the
conclusion of the fifth consecutive AGM of the Company to be held in
the year 2020 (subject to ratification of their appointment by the
Members at every Annual General Meeting held after the ensuing Annual
General Meeting).
As required under the provisions of section 139(1) of the new Act, the
Company has received a written consent from M/s. D. K. Chhajer & Co.,
Chartered Accountants to their appointment and a Certificate, to the
effect that their re-appointment, if made, would be in accordance with
the new Act and the Rules framed thereunder and that they satisfy the
criteria provided in section 141 of the new Act.
The Members are requested to elect Auditors as aforesaid and fix their
remuneration.
SECRETARIAL AUDIT
Pursuant to provisions of Section 204 of the Companies Act, 2013 the
Company has appointed-M/s. Chandanbala Jain & Associates, Practicing
Company Secretaries (CP No. 6400) to undertake the Secretarial Audit of
the Company. The Secretarial Audit report for the Financial Year ended
March 31,2015 is annexed herewith as "Annexure 1" and forms an integral
part of this Report.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return as on March 31,2015 in the prescribed Form
No. MGT-9, pursuant to Section 92(3) of the Companies Act, 2013 and
Rule 12 (1) of the Companies (Management and Administration) Rules,
2014, duly certified by the Practicing Company Secretary is annexed
hereto as "Annexure 2" and forms part of this report.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During the year, the Company had not entered into any contract or
arrangement with related parties which could be considered 'material'
or which may have potential conflict with interest of the company at
large.
However, a NIL statement is annexed herewith as "Annexure 3" in the
prescribed form AOC-2. None of the Directors has any pecuniary
relationships or transactions vis-a-vis the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the period under review, there were no significant and material
orders passed by the regulators/ courts or tribunals that would impact
going concern status of the Company and its future operations.
DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES
As on 31st March, 2015, the Company had no subsidiary/ Joint Ventures
/Associate Companies.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Since, the Company neither owned or operates any manufacturing unit or
facility nor has carried out any transaction involving foreign exchange
inflow or outflow, there is no information which needs to be disclose
in respect of Conservation of Energy, Technology Absorption and Foreign
Exchange earnings and outgo as per Section 134 of the Companies Act,
2013.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In compliance with provisions of section 177(9) & (10) of the Companies
Act, 2013, the Company has established a Vigil Mechanism/Whistle Blower
Policy, through which Directors, employees and business associates may
report unethical behavior, malpractices, wrongful conduct, fraud,
violation of Company's code of conduct without fear of reprisal. The
Vigil Mechanism/Whistle Blower Policy has been uploaded on the website
of the Company at www.newever.in.
CORPORATE GOVERNANCE
As required by the SME Listing Agreement with the Stock Exchange,
reports on Corporate Governance and Management Discussion & Analysis
Report, as approved by the Board together with a certificate from a
Practicing Company Secretary are set out in the annexure forming a part
of this report.
LISTING
The Equity Shares of the Company are listed with The BSE Limited (SME
Platform), P. J. Towers, Dalal Street, Mumbai -400 001 under scrip code
- 536644 and the Company has paid listing fees to the said stock
exchange for the year 20152016.
APPRECIATION
Your directors wish to convey their appreciation to all customers,
promoters, lenders, trading partners, suppliers and the Government
Authorities for their invaluable support and look forward to continued
support in future. Your Director wish to place on record their
appreciation to employees at all levels for their hard work, dedication
and commitment, which has enables the company to march ahead.
For and on behalf of the Board
AKASH KUMAR VIKRANT KAYAN
Managing Director Director
DIN :06550023 DIN : 00761044
Date: 04.09.2015
Place: Kolkata
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