| Dear Members,
The Directors have pleasure in presenting their 22nd Annual Report on
the business and operations of the Company together with the Audited
Accounts of the Company for the financial year ended March 31, 2015.
FINANCIAL RESULTS
PARTICULARS Year ended 31st Year ended 31st
March 2015 March 2014
PROFIT BEFORE TAX 298,70,745.19 3,01,47,248.03
Less:
Provision for taxation (58,75,592.00) (59,44,349.00)
Provision for Deferred Tax Assets 4,87,819.00 (39,295.00)
2,41,63,604.03
Less: Excess (Short) Provision for - (36,201.00)
Income Tax
PROFIT AFTER TAX 244,82,972.19 2,41,27,394.03
Balance Brought Forward 1211,93,064.90 10,18,02,242.87
Less: Transfer to Statutory Reserve 48,96,594.00 48,25,479.00
Less: Provision against Standard Assets 26,158.00 88,907.00
Less: Provision against Doubtful Assets - -
BALANCE CARRIED TO B/S 1407,53,285.09 12,11,93,064.90
DIVIDEND
In order to consolidate the Company's financial position, your
directors consider it prudent not to recommend dividend for the year
under review.
RESERVES
No amount is proposed to carry to any reserves by the board of
directors.
STATE OF COMPANY'S AFFAIR
The results for the reporting year compared with the prior year were
affected mainly due to non-selling of investments, which resulted in a
decline in revenues. However the market value of Current Investments
are increased substantially as compared to last year
CHANGES IN THE NATURE OF BUSINESS
There is no Change in the nature of the business of the Company during
the year.
MATERIAL CHANGES AND COMMITMENTS
There is no material changes occurred subsequent to the close of the
financial year of the Company to which the balance sheet relates and
the date of the report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and company's
operations in future.
INTERNAL CONTROL SYSTEMS
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. To maintain its objectivity and
independence, the Internal Audit function reports to the Chairman of the
Audit Committee of the Board & to the 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 of the Company.
SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES:
Your Company have associate companies namely M/s. Shreyashi Tradecom.
Pvt. Ltd (CIN: U51909WB1998PTC086331) holding 33.96% shares, within the
meaning of Section 2(6) of the Companies Act, 2013 ("Act").
DEPOSITS
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.
SHARE CAPITAL
During the year under review, the company has not issued shares with
differential voting rights nor granted stock options nor sweat equity.
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".
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING & OUTGO
The information required u/s. 134(3)(q) of the Companies Act, 2013,
read with the Rule 8(3) of Companies (Accounts) Rule,2014 with respect
to conservation of Energy, Technology absorption are not applicable to
the company. The Company has no foreign exchange outflow or inflow
during the year under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company, being a non-banking finance company registered with the
Reserve Bank of India and engaged in the business of giving loans, is
exempt from complying with the provisions of section 186 of the
Companies Act, 2013. Accordingly, the disclosures of the loans given as
required under the aforesaid section have not been given in this
Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES U/S
188(1)
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. The details of the related party
transaction made by company are given in the notes to the financial
statements.
RISK MANAGEMENT POLICY
Business Risk Evaluation and Management is an ongoing process within
the Organization. The Company laid down the procedure to inform Board
members about the risk assessment and minimisation procedures. The
Board framed, implemented and monitored, the Company's risk management
practices and activities at regular interval. At present the Board has
not identified any element of risk which may threaten the existence of
the company.
CORPORATE SOCIAL RESPONSIBILITY
In terms of the provisions of Section 135 read together with Rule of
the Companies Act, the "corporate social responsibility" (CSR),
requirement is not applicable to the Company.
CORPORATE GOVERNANCE CERTIFICATE
The Compliance certificate from the auditors regarding compliance of
conditions of corporate governance as stipulated in Clause 49 of the
Listing agreement shall be annexed with the report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Board of Directors of the Company has adopted Whistle Blower
Policy. The management of the Company, through the policy envisages
encouraging the employees of the Company to report to the higher
authorities any unethical, improper, illegal or questionable acts,
deeds & things which the management or any superior may indulge in.
This policy has been circulated to employees of the Company. However,
no employee has been denied access to the Audit Committee.
NOMINATION & REMUNERATION COMMITTEE
The Board has, on the recommendation of the Nomination & 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.
PARTICULARS OF EMPLOYEES
None of the employees, who were in receipt of remuneration in excess of
the limits as specified under Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 throughout or
part of the financial year under review, was engaged in the company.
DIRECTORS:
Changes in Directors and Key Managerial Personnel
Mr. Uttam Banerjee retire by rotation and, being eligible, offer
himself for re appointment. The Directors recommend Mr. Uttam Banerjee
for re-appointment.
Independent Director(s) declaration
Mr. Shambhu Nath Modi and Mr. Rajesh Kumar Routh who are Independent
Directors, have submitted a declaration that each of them meets the
criteria of independence as provided in Sub-Section (6) of Section 149
of the Act and revised Clause 49 of the Listing Agreements. Further,
there has been no change in the circumstances which may affect their
status as independent director during the year.
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, Nomination & Remuneration Committees. The
manner in which the evaluation has been carried out has been explained
in the Corporate Governance Report.
CODE OFCONDUCT
The Directors and members of Senior Management have affirmed compliance
with the Code of Conduct for Directors and Senior Management of the
Company. A declaration to this effect has been signed by Managing
Directors and forms part of the Annual Report.
BOARD MEETING
During the year Eleven Board Meetings were convened and held. The
intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013. The details of which are given in the
Corporate Governance Report.
SECRETARIAL AUDITOR & 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
Mr. Anand Khandelia, a firm of company Secretaries in practice to
undertake the Secretarial Audit of the Company. The Secretarial Audit
report is annexed herewith as "Annexure A"
STATUTORY AUDITORS & AUDITORS REPORT
Pursuant to the provisions of Section 139 of the Act and the rules
framed thereunder, M/s. V.M.D & Associates, Chartered Accountants, were
appointed as statutory auditors of the Company from the conclusion of
the 22nd Annual General Meeting (AGM) of the Company held on 30th
September, 2015 till the conclusion of the 26th AGM to be held in the
year 2019, subject to ratification of their appointment at every AGM.
The Auditor of the company has not made any qualification, reservation
or adverse remark or disclaimer in his report and hence, do not call
for any further comments under Section 134 of the Companies Act, 2013.
DIRECTOR'S 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 of 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.
INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationship
with workers and employees at all levels.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Corporate Governance and Management Discussion & Analysis Report,
which form an integral part of this Report, are set out as separate
Annexure, together with the Certificate from the auditors of the
Company regarding compliance with the requirements of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules framed thereunder. During the
financial year 2014-15, no complain had been received.
PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS
During the year, the Non-Executive Directors of the Company had no
pecuniary relationship or transactions with the Company.
ACKNOWLEDGEMENTS:
Your Company and its Directors wish to extend their sincerest thanks to
the Members of the Company, Bankers, Executives, Staff and workers at
all levels for their continuous cooperation and assistance.
Place: Kolkata For and on behalf of the Board
Dated: 30th May, 2015 (Arun Kumar Agarwalla)
Managing Director
DIN:00607272
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