Dear Members,
The Directors have pleasure in presenting their 33rd Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended March 31st, 2016. The financial performance of the Company for the financial year ended March 31, 2016 is summarized below:
(Amount in Rs.)
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Particulars
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2015-16
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2014-15
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Profit Before Tax & Provision
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685,197
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930,458
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Less: Provision For Tax
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211,726
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282,588
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Profit After Tax
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473,471
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647,870
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Profit/ Loss brought Forward From Previous Year
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1,153,196
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505,326
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Profit Carried Forward
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1,626,667
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1,153,196
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Basic/ Diluted Earnings Per Share
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0.02
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0.03
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1. Appropriations
1.1 Dividend
The Directors have not recommended any dividend for the financial year 2015-16 in view of reinvestment of the surplus in order to maintain a healthy capital adequacy ratio to support long term growth of your company.
1.2 Transfer of Unclaimed Dividend to Investor Education and Protection Fund
The provisions of Section 125(5) of the Companies Act, 2013 do not apply on the company as no dividend has been declared during the year.
1.3 Reserves
The Company does not propose to transfer any amount to the General Reserve out of amount available for appropriations.
2. Brief description of the Company's working during the year
The company is mainly into Textile Business and engaged in trading activities. The main object of the company is to cater to the growing industry and offer its products to all the age groups. The company is slowly progressing towards becoming a one stop shop for all the retailers. The company is planning to venture into trading of other merchandise products through the existing chain of Whole sellers and retailers.
3. Change in the Nature of Business
The Company has changed its name but has not undergone any changes in the nature of the business during the financial year.
4. Listing at BSE Ltd
The Company vides its board resolution dated 6th November, 2015 executed Listing agreement with BSE Ltd. The equity shares of the company were listed and admitted to dealings at BSE Limited w.e.f 4th May, 2015.
5. Delisting from CSE Ltd
The benefits accruing to the investors by keeping the equity shares listed on The Calcutta Stock Exchange Ltd. do not commensurate with the cost incurred by the Company for the continued listing on The Calcutta Stock Exchange Ltd. Therefore, the Company vides its board resolution dated 26th February, 2016 approved to initiate voluntary delisting of the equity shares of the Company from The Calcutta Stock Exchange Ltd. without giving exit opportunity to the shareholders and also continuing the listing of the equity shares at BSE Limited, which is having nationwide trading terminals. The said application is under process and the final delisting approval is awaited.
6. Change in Name
The Company has changed its name from "Haricharan Projects Limited" to "Layla Textile and Traders Limited" in order to give a more meaningful name without changing its business activities. The Registrar of Companies, West Bengal has issued new certificate of incorporation recording the new name w.e.f. 12th May, 2016.
Pursuant to Regulation 45(1) of SEBI LODR Regulations, 2015, we would like to state that 100% of the revenue from operations is generated from textile business as per our latest financials enclosed herewith.
The above resolution along with Shifting of registered Office from “State of West Bengal” to “State of Maharashtra” was approved by shareholders via postal ballot.
7. Internal Financial Control Systems and their Adequacy
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
8. Particulars of Loans, Guarantees or Investments by the Company under Section 186 of the Companies Act, 2013
There are no Loans, guarantees or Investments as per section 186 of the Companies Act, 2013.
9. Particulars of Contracts or Arrangements with Related Parties
The company has no material individual transactions with its related parties which are covered under section 188 of the Companies Act, 2013, which are not in the ordinary course of business and not undertaken on an arm's length basis during the financial year 2015-16.
10. Deposits
The Company has not accepted any public deposits during FY 2015-16 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet. Since the Company has not accepted any deposits during FY 2015-16, there has been no noncompliance with the requirements of the Act.
11. The details of Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the company’s operation in future
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the company's operation in future.
12. Risk management policy
The company does not have any Risk Management Policy as the element of risk threatening the Company's existence is very minimal.
13. Details of Subsidiary/Joint Ventures/Associate Companies
The Board approved to dispose of the investments made in the subsidiary companies. As a result, there are no subsidiaries/ Associates/ Joint Ventures as on 31st March, 2016.
14. Issue and Allotment of Equity Shares during the Financial Year
The Company has not issued any of its securities with differential rights during the year under review. It has not bought back any of its securities and has neither issued sweat equity or bonus shares nor has provided any stock option scheme to the employee.
15. Changes in Directors and Key Managerial Personnel
Pursuant to the Resolution of the Board of Directors passed at its meeting, following changes took place in the composition of Board of Directors:
i) Resignation of Ms. Karabi Sarkar from the post of Company Secretary of the Company w.e.f. 31st July, 2015.
ii) Appointment of Mr. Virendra Kanshiram Goyal and Ms. Sangita Suresh Chaudhari as an additional director w.e.f. November 17th, 2015 and their resignation w.e.f. 9th March, 2016.
16. Declarations by Independent Directors
All Independent Directors have given declarations that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013.
17. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, the Board has carried out the annual performance evaluation of its own performance and the Directors individually.
18. Managerial Remuneration
During the year the company paid Rs. 149,400 as managerial remuneration to Mr. Anup Kumar Shah, Managing Director.
19. Number of Board Meetings
During the year, eight Board Meetings were held on 29th May 2015, 31st July 2015, 1st September, 2015, 6th November,2015, 17th November, 2015, 12th February, 2016, 26th February, 2016, and 9th March, 2016.
20. Directors' Responsibility Statement
Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 with respect to the Directors' Responsibility Statement, it is hereby confirmed:-
(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 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 and of the profit and loss of the company for that period;
(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;
(e) the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and
(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.
21. Auditors
Statutory Auditors
M/s GHOSH & GHOSH, 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 2019 (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.
Secretarial Auditor
M/s RAGHUNATH MANDAL, Company Secretaries, was appointed to conduct the secretarial audit of the Company for the fiscal 2016, as required under Section 204 of the Companies Act, 2013 and Rules there under. The Secretarial Audit Report for fiscal 2016 forms part of the Annual Report as Annexure to the Board's Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
Auditors’ Report and Secretarial Auditors’ Report
The auditors' report and secretarial auditor's report does not contain any qualification, reservation or adverse remarks.
Internal Audit Report
M/S RINKU JAIN & CO, Chartered Accountants, the internal auditor has submitted her report based on the internal audit conducted during the year.
22. Vigil Mechanism
The company has a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The detail of establishment of such mechanism has been disclosed on the website.
23. Familiarization Programme for Independent Directors
In terms of Reg. 25(7) of the SEBI (LODR) Regulations, 2015 your Company is required to conduct the Familiarization Programme for Independent Directors (IDs) to familiarize them about their roles, rights, responsibilities in your Company, nature of the industry in which your Company operates, business model of your Company, etc., through various initiatives. The details of such familiarization programmes are available on your Company's website www.hprojects.org
24. 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 complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. There were nil complaints received during the year under review.
25. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo
The provisions of section 134 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.
26. Corporate Social Responsibility (CSR)
As the company does not have net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable.
27. Extract of the Annual Return
The extract of the Annual Return pursuant to the provisions of section 92 read with Rule 12 of the Companies (Rules), 2014 is furnished in Annexure A (MGT - 9) and is attached to this Report.
28. Management Discussion & Analysis Report
The Management Discussion & Analysis Report forms part of this Annual Report.
29. Corporate Governance Report
In accordance with good corporate governance practices, a report on Corporate Governance as at March 31, 2016 forms part of the Annual Report. A Certificate from a Statutory Auditor, confirming status of compliances of the conditions of Corporate Governance is annexed to this Report.
30. Committees of the Board
Currently, the Board has three committees: the Audit Committee, the Nomination and Remuneration Committee, and Stakeholder's Relationship Committee. A detailed note on the composition of the Board and its committees is provided in the corporate governance report section of this Annual Report.
31. Acknowledgements
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/- Sd/-
Anup Kumar Shah Manish Jani
Managing Director Director & Chief Financial Officer
DIN:02493641 Din:02643464
Place: Kolkata
Date: 30th May, 2016
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