| Dear Members,
Your Directors have pleasure in presenting their 34th Annual Report
together with the Audited Financial Statements of the Company for the
Year ended March 31, 2015.
FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
The Consolidated Financial results are summarized below:
(Amount in Rs.)
Particulars March 31,2015 March 31,2014
Net Sales 88,09,571.00 72,86,743,00
Other Income - 3,000,00
Total Income 88,09,571.00 72,89,743.00
TOTAL EXPENDITURE 89,49,895.00 73,02,026.00
Profit Before Tax (1,40,324.000 (12,383.00)
Tax Expenses:
Current Tax 32,880. 00 1,14,906.00
Tax for Earlier years (27,415,00) -
Profit after Tax (1,45,789.00) (1,27,189.00)
TRANSFER TO RESERVE
The Company has not transferred any amount to General Reserve.
BRIEF DESCRIPTION OF THE COMPANY'S STATE OF AFFAIR
The highlights of Company's performance are as under:
* Revenue from operations increased to Rs. 88,09,571 (Eighty Eight
Lacs Nine Thousand Five Hundred and Seventy One) from Rs.72,89,743.
(Seventy Two Lacs Eighty Nine Thousand Seven Hundred And Forty Three).
DIVIDEND
Your Company's Director feel that it is prudent to plough back the
profit for future growth of the Company and hence do not recommend any
dividend for the year ended 31st March, 2015.
SHARE CAPITAL
The paid up equity capital as on March 31, 2015 was Rs. 3,20,00,000.
During the year under review, the Company has not issued any equity
shares with differential voting rights. Further, the Company has not
issued any sweat equity nor granted any employee stock options.
CHANGES IN THE NATURE OF BUSINESS
During the year, there has been no Change in the nature of the Business
of the Company.
No material changes and commitments have occurred between the end of
the financial year and date of report.
CHANGE OF NAME
There has been no change in the name of the Company during the
financial year 2014-15.
PUBLIC DEPOSITS
Your Company has not accepted any deposits in terms of Section 73 to 76
of the Companies Act, 2013 and the Companies (Acceptance of Deposits)
Rules, 2014 and no amount on account of principal or interest on
deposits from public was outstanding as on the date of the balance
sheet.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The company has not given loans or guarantees but has invested in the
Equity Shares of the other Companies. The details of the investments
made by company is given in the financial statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate internal financial controls system
with reference to financial statements. 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 strengths in all areas. During the year,
such controls were tested and no reportable weakness in the design or
operation were observed.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
In pursuance of the provision of Section 135 of the Companies Act,
2013, the CSR provisions are not applicable to our Company.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
As required under Section 134(3)(m) read with Rule 8(3) of the
Companies (Accounts) Rules, 2014, the details of conservation of
energy, technology absorption, foreign exchange earnings and outgo are
as follows
A. Conservation of energy:
i. Steps taken or impact on conservation of energy are as under;
a) Replacement of old equipment and motors with low energy efficient
equipment and motors.
b) Automation of processes wherever possible and modification of
process which helps in energy savings in addition to processing costs.
c) Insulation to get better energy management.
d) Optimize the voltage level in lighting circuits and replacement of
Lamps to LED lights.
e) Regular usage of biogas generated in ETP digesters for fuel in waste
heat recovery boiler and drying of Gluten.
f) Installation of Waste Heat Recovery System.
ii. Steps taken by the company for utilizing alternate sources of
Energy;
The Company is using Bio-mass (Rice Husk) at its both the plants of
Starch business. The Company is also evaluating the proposal for usage
of bio- mass etc. in place of Furnace Oil and Diesel at its both the
plants of Clay business.
iii. Capital investment on energy conservation equipments;
During the current financial year, the Company has not incurred any
capital expenditure on the energy conservation equipment. However, the
proposals are being evaluated on the subject.
B. Technology absorption
i. Efforts made towards technology absorption;
ii. Benefits derived like product improvement, cost reduction, product
development or import substitution.
iii. In case of Imported technology (imported during the last three
years reckoned form the beginning of the financial year): Nil
iv. Expenditure incurred on Research and Development (R & D)
v. Foreign Exchange Earnings and Outgo: Nil
DIRECTORS & KEY MANAGERIAL PERSONNEL
During the year 2014-15 there has been no change in the Director(s) and
KMP's except:
The Board of Directors has appointed Ms. Farha Khatoon (M No. A35553)
as Company Secretary of the Company with effect from April 22, 2014.
Furher, the Board of Directors has appointed Ms. Farha Khatoon as
Independent Director of the Company with effect from March 24, 2015.
DECLARATION BY INDEPENDENT DIRECTORS
All the independent directors of the Company have given declarations
that they meet the all criteria of independence as laid down under
section 149(6) of the Companies Act, 2013 and clause 49 of the Listing
Agreement.
FORMAL ANNUAL EVALUATION
The board of directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the
provisions of the Act and the corporate governance requirements as
prescribed by Securities and Exchange Board of India ("SEBF') under
Clause 49 of the Listing Agreements ("Clause 49'').
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of the criteria such as the
Board composition and stmcture, effectiveness of board processes,
information and functioning, etc.
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of the criteria
such as the composition of committees, effectiveness of committee
meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC")
reviewed the performance of the individual directors on the basis of
the criteria such as the contribution of the individual director to the
Board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in
meetings, etc. In addition, the Chairman was also evaluated on the key
aspects of his role.
In a separate meeting of independent Directors, performance of
non-independent directors, performance of the board as a whole and
performance of the Chairman was evaluated, taking into account the
views of executive directors and non-executive directors. The same was
discussed in the board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.
NUMBER OF MEETINGS OF THE BOARD
During the year Eleven Board Meetings were held. For details of the
meetings of the board, please refer to the corporate governance report,
which forms part of this report.
INDEPENDENT DIRECTORS' MEETING
During the year under review, all the Independent Directors of the
Company met on March 21, 2015, without the presence of non-independent
directors and members of management, inter aha, to:
1. review the performance of non-independent directors and the Board as
a whole;
2. review the performance of Chairman of the company, taking into
account the views of the executive and non executive-directors;
3. assess the quality, quantity and timelines of flow of information
between the company management and the Board that is necessary for the
Board to effectively and reasonably perform its duties.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act,
2013, the directors confirm that:
1. in the preparation of the annual accounts, the applicable accounting
standards have been followed;
2. the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and pmdent 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;
3. 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;
4. the directors have prepared the annual accounts on a going concern
basis;
5. 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; and
6. 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.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There are no materially significant related party transactions made by
the company with Promoters, Key Managerial Personnel or any other
related parties as defined under the Companies Act, 2013, which may
have potential conflict with interest of the company.
SUBSIDIARY COMPANIES
Pursuant to circular dated 8th February, 2011, issued by the Ministry
of Corporate Affairs, Government of India and section 136 of the
Companies Act, 2013, which has exempted companies from attaching the
Annual Report and other particulars of its Subsidiaries companies along
with the Annual Report of the Company, the Annual report of the
Subsidiary companies viz. 1) Mangonel Traders Limited (2) Mangonel Exim
Limited (3) Mangonel Vincom Limited (4) Mangonel Infraproperties
Limited (5) Mangonel Commercial Limited (6) Mangonel Advisors Limited
(7) Mangonel Enclave Limited (8) Mangonel Interiors Limited (9)
Mangonel Buildcon Limited (10) Mangonel Towers Limited (11) Mangonel
Infrastructure Limited (12) Mangonel Consultants Limited (13) Mangonel
Infradevelopers Limited (14) Mangonel Prohects Limited (15) Mangonel
Mercantiles Limited , are not attached with this report.
The financial statements of subsidiary companies are kept for
inspection by the shareholders at the registered office of the company.
CONSOLIDATED FINANCIAL STATEMENTS
As stipulated by clause 32 of the listing agreement entered with the
stock exchanges, and rule 8 of Companies (Accounts) Rules, 2014, the
Consolidated Financial Statements have been prepared by the Company in
accordance with the applicable Accounting Standards. The audited
Consolidated Financial Statements together with the Auditor Report
forms part of the Annual report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In line with the provisions of the Section 177(9) of the Act and the
revised Clause 49 of the Listing Agreements with stock exchanges, the
Company has adopted Whistle Blower Policy, as part of vigil mechanism
to provide appropriate avenues to the Directors and employees to bring
to the attention of the management any issue which is perceived to be
in violation of or in conflict with the fundamental business principles
of the Company.
This vigil mechanism provides for adequate safeguards against
victimization of employees and directors who avail of the vigil
mechanism and also provide for direct access to the chairperson of the
Audit committee, in exceptional cases. The Company Secretary is the
designated officer for effective implementation of the policy and
dealing with the complaints registered under the policy.
AUDITORS' REPORT
The Auditors' Report does not contain any qualification, reservation or
adverse remarks. Notes to Accounts and Auditors remarks in their report
are self-explanatory and do not call for any further comments under
section 134(3)(f) of the Companies Act, 2013.
SECRETARIAL AUDIT REPORT
In terms of the provision of Section 204 of the Companies Act, 2013 read
with the Companies (Appointment & Remuneration of Managerial Personnel)
Rules. 2014, the Board has appointed M/s. Kriti Daga & Associates,
Company Secretaries, as Secretarial Auditor for conducting Secretarial
Auditor of your company for the financial year ended 31st March, 2015.
The report of the Secretarial Auditor is attached as "Annexure-I".
AUDITOR
M/s S.M.Daga & Co., Chartered Accountants (Firm Registration no.
303119E) were appointed as the Statutory Auditors of the Company at the
last Annual General Meeting (AGM) held on 30th September, 2014 to hold
office till the conclusion of the AGM to be held in the year 2019.M/s.
Goenka Shaw & Co., have resigned as the Statutory Auditors of the
Company. Therefore, the Board of Directors have appointed M/s. S.M.
DAGA & CO, Chartered Accountants, to hold office from the conclusion of
this Annual General Meeting (AGM) till the conclusion of the AGM to be
held in the 2019.
EXTRACTS OF ANNUAL RETURN
As provided under Section 92(3) of the Act, the extract of the Annual
Return in form MGT-9 is annexed herewith as "Annexure- II".
BUSINESS RISK MANAGEMENT
Your Company has a structured framework to satisfy that sound policies,
procedures and practices are in place to manage the key risks under
risk framework of the company. Major risks identified by the businesses
and functions are systematically addressed through mitigating actions
on a continuing basis.
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 and the same will be furnished on request.
Particulars of Employees pursuant to section 134(3)(q) of the Companies
Act, 2013 read with rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,2014
1. None of the employees was employed throughout the financial year,
who was in receipt of remuneration exceeding Rs. 6,000,000/- per annum
or more. Therefore, Rule 5(2)(i) of the captioned Rules is not
applicable.
2. None of the employees was employed throughout the financial year,
who was in receipt of remuneration exceeding Rs. 500,000/- per month.
Therefore, Rule 5(2)(ii) of the captioned Rules is not applicable.
3. No employee is a relative of any director or Key Managerial
personnel of the Company.
Therefore, Rule 5(2)(iii) of the captioned Rules is not applicable to
any employee.
CORPORATE GOVERNANCE
The Company has complied with the corporate governance requirements as
stipulated under clause 49 of the listing agreements entered into with
the stock exchanges. A separate section on corporate governance, along
with a certificate from the auditor confirming the compliance of
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreements with the Stock Exchanges is annexed and forms part
of this report.
MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Management Discussion and Analysis Reports is attached which forms
part of this Report.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT
WORK PLACE
The Company has a policy of zero tolerance for sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
Rules there under.
AUDIT COMMITTEE
The details pertaining to composition of audit committee are included
in the Corporate Governance Report, which forms part of this report.
And during the year under review, there were no instances when
recommendation of audit committee was not accepted by the board.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on directors' appointment and remuneration and
other matters provided in Section 178(3) of the Act has been disclosed
in the corporate governance report, which forms part of the directors'
report.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore there were no funds which were
required to be transferred to Investor Education and Protection Fund
(IEPF).
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation
of the Code.
All Board of Directors and the designated employees have confirmed
compliance with the Code.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day operations of the Company in accordance with the
applicable Accounting Standards. The code laid down by the Board is
known as "Code of Business Conduct:" The code has been posted on the
Company's Website
ACKNOWLEDGEMENT
Your Directors express their deep sense of gratitude to the banks and
shareholders for their co-operation and support and look forward to
their continued support in future.
We very warmly thank to our all employees for their contribution to
your company's performance. We applaud them for their support levels of
competence, dedication and commitment to your company.
For and on behalf of the Board
Place: Kolkata Vinay Sureka
Date: August 26, 2015. Chairman & Managing Director
DIN:03394556 | 