| Dear Members,
The Directors of your Company have pleasure in presenting Annual Report
together with the Audited Accounts and Auditors' Report for the year
ended 31st March, 2015.
1. Financial Performance:-
The financial performance of the Company for the Year ended 31st March,
2015 is as summarized below:-
(In Lacs)
Particulars 2014-15 2013-14
Gross Turnover & Other Income 17.68 38.55
Profit before Interest,
Depreciation & Taxation (78.22) 28.60
Less - Interest 0.00 0.00
Profit / (Loss) before Depreciation &
Taxation (78.22) 28.60
Less - Depreciation 0.03 0.04
Profit / (Loss) before tax (78.19) 28.56
Less- Provision for Taxation
(Incl. Deferred Tax) 0.00 0.00
Net Profit / (Loss) for the year (78.19) 28.56
Add/ (less) - Balance brought
forward from previous Year (258.99) (288.48)
Balance Carried to Balance Sheet (337.18) (258.99)
2. Performance Review:-
For the year 2014-15, the Turnover of the Company decreased and stood
at Rs. 17.68 Lakhs and Loss for the year at Rs. (78.19) Lakhs.
3. Dividend:-
Your Directors do not recommend any dividend for the year under review.
4. Reserve:-
Due to operational loss, the Company has not transferred any amount to
reserve during the year under review.
5. Directors:-
Mr. Naitik Prakash Modi (DIN- 01993179) Director, retire from the Board
by rotation and being eligible has offered himself for re-appointment
at the ensuing Annual General Meeting.
Pursuant to the provisions of Section 161 of the Companies Act, 2013,
Ms. Vanita M Parmar (DIN- 05345249) was appointed as an Additional
Director of the Company with effect from 20th April, 2015 and would
hold Office up to the date of ensuing Annual General Meeting.
Pursuant to Sections 149 , 150 & 152 of the Act, read with Companies
(Appointment and qualification of Director) Rules, 2014 along with
Schedule IV or re-enactment thereof for the time being in force), the
Independent Directors can hold office for a term of Five consecutive
years on the Board of your Company. Accordingly, it is proposed to
appoint Ms. Vanita M Parmar existing Director as Non - Executive,
Independent Director for five consecutive years and shall not be liable
to retire by rotation.
The Company has received requisite notices from Members proposing her
candidature for appointment as an Independent Director and has also
received Declaration from the aforesaid Independent Director confirming
that she meets the criteria of Independence as prescribed under
provisions of Section 149(6) of the Companies Act, 2013 and Clause 49
of the Listing Agreement with the Stock Exchanges.
Brief resume of the Director proposed to be re-appointed,
qualification, experience and the name of the Companies in which they
hold directorship, membership of the board committees, as stipulated in
the clause 49 of the listing agreement is provided in the Report on
Corporate Governance forming a part of the annual report.
Mr. Bimal Kumar Mahanseria has tendered resignation w.e.f 1st October,
2014. Your Directors wish to place on records their sincere
appreciation for the invaluable services rendered by him.
6. Listing of Equity Shares of the Company:-
Your Directors are pleased to inform you that Equity Shares of the
Company had listed on the Bombay Stock Exchange Limited (BSE) on March
27, 2015 under Scrip Code 539032. Now the equity shares of the Company
are listed on Calcutta Stock Exchange Limited (CSE) and The Bombay
Stock Exchange Limited (BSE).
7. Share Capital:-
The paid up Equity Share Capital as at March 31, 2015 stood at Rs
5,72,03,000. During the year under review, the Company has neither
issued any shares with differential voting rights nor had granted any
stock options or sweat equity.
8. Directors' Responsibility Statement:-
Your Directors state that: -
a) In the preparation of the annual accounts for the financial year
2014-15, the applicable accounting standards read with requirements set
out under Schedule III of the Companies Act, 2013, have been followed
and there are no material departures from the same;
b) Appropriate accounting policies have been selected and applied
consistently and such judgments & estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2015 and of the Profit /
loss of the Company for the accounting year ended on that date;
c) Proper & sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing & detecting fraud and other irregularities; and
d) The annual accounts of the Company have been prepared on a going
concern basis.
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 had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
9. Auditors:-
M/s. Amit M Shah, Chartered Accountants, 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 Companies Act, 2013 and that
they are not disqualified for re-appointment.
10. Auditors' Report:-
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.
11. Secretarial Auditors Report:-
As per the provisions of Section 204 of the Companies Act, 2013, the
Board of Directors have appointed M/s. Bhunwesh Bansal & Associates,
Practicing Company Secretary firm (FCS -6526 & COP.No: 9089) as
Secretarial Auditor to conduct Secretarial audit of the Company for the
financial year ended on March 31, 2015.Secretarial Audit Report issued
by M/s. Bhunwesh Bansal & Associate, Practicing Company Secretary firm
in form MR-3 is enclosed as Annexure - II to this Annual Report. There
are no qualifications in Secretarial Audit Report.
12. Tax Provisions:-
The Company has made adequate provisions as required under the
provisions of Income Tax Act, 1961 as well as other relevant laws
governing taxation on the company.
13. Fixed Deposits:-
The Company has not accepted any deposits from the public in terms of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
14. Management's Discussion and Analysis Report:-
A detailed review of the operations, performance and future outlook of
the Company and its businesses is given in the Management's Discussion
and Analysis Report, which forms part of this Report. as Annexure III.
15. Corporate Governance:-
We adhere to the principal of Corporate Governance mandated by the
Securities and Exchange Board of India (SEBI) and have implemented all
the prescribed stipulations. As required by Clause 49 of the Listing
Agreement, a detailed report on Corporate Governance forms part of this
Report. The Auditors' Certificate on compliance with Corporate
Governance requirements by the Company is attached with the Corporate
Governance Report.
as Annexure IV.
16. Conservation of energy, technology absorption and foreign exchange
earnings and outgo:-
The particular as prescribed under sub-Section (3)(m) of section 134 of
the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts)
Rules, 2014,
(i) Part A and B of the Rules, pertaining to conservation of energy and
technology absorption, are not applicable to the Company.
(ii) Foreign Exchange Earnings and Outgo:
Foreign Exchange Earned - Rs. Nil Foreign Exchange Used - Rs. Nil
17. Particulars of Employees:-
The information required pursuant to Section 197 read with Rule, 5 of
The Companies (Appointment and Remuneration of Managerial personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the Report and
Accounts are being sent to the Members and others entitled thereto,
excluding the information on employees' particulars which is available
for inspection by the Members at the Registered Office of the Company
during business hours on working days of the Company up to the date of
the ensuing Annual General Meeting. If any Member is interested in
obtaining a copy thereof, such Member may write to the Company
Secretary in this regard.
18. Number of Meetings of the Board of Directors:-
During the year ended March 31, 2015, eight Board Meetings were held.
The dates on which the Board meetings were held are May 5, 2014, May
30, 2014, August 14, 2014, September 17, 2014, October 1, 2014,
November 14, 2014, January 12, 2015 and February 16, 2015.
19. Statement on Declaration Given By Independent Directors Under
Sub-Section (6) Of Section 149:-
The independent directors have submitted the declaration of
independence, as required pursuant to Section 149(7) of the Companies
Act, 2013 stating that they meet the criteria of independence as
provided in sub-Section(6).
20. Particulars of Loan, Guarantees And Investments By Company:-
During the financial year ended March 31, 2015, no loan, guarantee and
investment under Section 186 of the Companies Act, 2013 was made by the
Company.
21. Related Party Transactions:-
During the financial year ended March 31, 2015, no contracts or
arrangements entered with related parties referred to in sub Section
(1) of Section 188 of the Companies Act, 2013.
Thus disclosure in form AOC-2 is not required. Further, there are no
material related party transactions during the year under review with
the Promoters, Directors or Key Managerial Personnel.
22. Extract of Annual Return:-
The Extract of Annual Return is prepared in Form MGT-9 as per the
provisions of the Companies Act, 2013 and Rule 12 of Companies
(Management and Administration) Rules, 2014 and the same is enclosed as
Annexure - I to this Report.
23. Significant And Material Orders Passed By The Regulators or
Court:-
There are no Significant and Material orders passed by the regulators
or Courts that would impact the going concern status of the Company and
its future operations.
24. Audit Committee:-
In accordance with the provisions of Section 177 of the Companies Act,
2013 and Clause 49 of the Listing Agreement, the Company has
constituted an Audit Committee comprising of the following Directors
viz., Mr. Dhanraj D Vithalani (Chairman), Mr. Ashok Patel and Mr. Hemal
Arunbhai Mehta. Audit Committee acts in accordance with the terms of
reference specified from time to time by the Board.
There is no such incidence where Board has not accepted the
recommendation of the Audit Committee during the year under review.
25. Details in Respect of Adequacy of Internal Financial Controls with
Reference to the Financial Statement:-
Internal Control Systems has been designed to provide reasonable
assurance that assets are safeguarded, transactions are executed in
accordance's with management's authorization and properly recorded and
accounting records are adequate for preparation of financial statements
and other financial information. Internal check is conducted on a
periodical basis to ascertain the adequacy and effectiveness of
internal control systems. Further, the testing of such controls shall
also be carried out independently by the Statutory Auditors from the
financial year 2015-16 onwards as mandated under the provisions of the
Companies Act, 2013.
In the opinion of the Board, the existing internal control framework is
adequate and commensurate to the size and nature of the business of the
Company.
26. Risk Management Policy:-
The Company understands controlling risk through a formal programme is
necessary for the well-being of the Company. To this end, the Board has
formed an Enterprises Risk Management Committee to identify the risks
impacting the business and formulate strategies/ policies aimed at risk
mitigation as part of risk management. Further, a core Committee
comprising senior management, has also been formed to identify and
assess key risks and formulate strategies for mitigation of risks
identified in consultation with process owners.
During the year, the Board of Directors, has also adopted a formal Risk
Management policy for the Company, whereby, risks are broadly
categorized into Strategic, Operational, Compliance, and Financial &
Reporting Risks. The Policy outlines the parameters of identification,
assessment, monitoring and mitigation of various risks which are key to
business objectives.
27. Corporate Social Responsibility (CSR):-
During the financial year ended March 31, 2015, no Contribution towards
the Corporate Social Responsibility under Section 135 of the Companies
Act, 2013 was made by the Company.
28. Nomination And Remuneration policy of Directors, Key Managerial
Personnel And other Employees:-
In adherence of Section 178(1) of the Companies Act, 2013, the Board of
Directors of the Company in its Meetings, approved a policy on
directors' appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a
director and other matters provided u/s 178(3), based on the
recommendations of the Nomination and Remuneration Committee. The broad
parameters covered under the Policy are - Company Philosophy, Guiding
Principles, Nomination of Directors, Remuneration of Directors,
Nomination and Remuneration of the Key Managerial Personnel (other than
Managing/ Whole-time Directors), Key-Executives and Senior Management
and the Remuneration of Other Employees.
29. Formal Annual Evaluation:-
As the ultimate responsibility for sound governance and prudential
management of a company lies with its Board, it is imperative that the
Board remains continually energized, proactive and effective. An
important way to achieve this is through an objective stock taking by
the Board of its own performance. The Companies Act, 2013, notified on
1st April, 2014, not only mandates board and director evaluation, but
also requires the evaluation to be formal, regular and transparent.
Subsequently, through two circulars (dated April 17, 2014 and September
15, 2014), SEBI has also revised the Equity Listing Agreement, to bring
the requirements on this subject in line with the Act.
In accordance with the framework approved by the Nomination and
Remuneration Committee, the Board of Directors, in its Meeting,
undertook the evaluation of its own performance, its Committees and all
the individual Directors. The review concluded by affirming that the
Board as a whole as well as all of its Members, individually and the
Committees of the Board continued to display commitment to good
governance, ensuring a constant improvement of processes and
procedures.
30. Acknowledgement:-
The Board wishes to place on record its sincere appreciation for the
assistance and co-operation received from Bankers, Government
Departments and other Business Associates for their continued support
towards the conduct of operations of the Company efficiently.
The Directors express their gratitude to the shareholders for their
continuing confidence in the Company. The Directors also acknowledge
the hard work and persuasive efforts put in by the employees of the
Company in carrying forward Company's vision and mission.
On behalf of the Board of Directors,
For Fraser And Company Limited
Sd/-
Ashok C Patel
DIN- 06659772
Chairman
Kolkata, 29th May, 2015
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