| The Directors have pleasure in presenting their 32nd Annual Report of
the Company together with the Audited Statement of Accounts for the
year ended 31st March, 2015.
FINANCIAL RESULTS
The Financial Results are stated as under: (Rs.)
PARTICULARS Year Ended Year Ended Year Ended
31.03.2015 31.03.2015 31.03.2014
Consolidated Standalone Consolidated
Sales & Operating Income 38463359 38463359 125297720
Other Income 2987651 2953591 2346275
Total Expenditure with Depreciation 41369553 41332418 127516015
Gross Income/ (Loss) before
Taxation 81457 84532 127980
Provision for Taxation 26120 26120 39859
Net Profit/(Loss) 55337 58412 88121
OPERATIONS
The Company has earned consolidated profit after tax of Rs. 55337/-
during the current financial year ended on 31.03.2015 as against Rs.
88121/- earned during the previous financial year ended on 31.03.2014,
Profit before tax in current financial year is Rs. 81457/- as compared
to Rs. 127980/- in previous year.
DIVIDEND
The board regrets its inability to declare any dividend for the year
under review.
DEPOSITS
As on 31.03.2015, the company has not accepted the deposit in any form
from anyone, and there was no overdue or unclaimed deposit with the
Company. The broad of directors have resolved not to accept any
deposits from public.
CORPORATE GOVERNANCE
As per the directions of SEBI and the listing agreement clauses of the
Stock Exchanges where the securities of the company are listed,
accordingly the company has been adhering to the directions and
guidelines as required. The report on the code of corporate governance
is annexed separately in this Annual report.
CHANGE IN NAME OF THE COMPANY
Your Company has changed its name from "Kausambi vanijya Limited" to
"Golden Bull Research & Growth Limited" during the year by passing of
special resolution by Extra Ordinary General meeting held on 20th
November, 2015.
SUB-DIVISION OF EQUITY SHARE CAPITAL
During the year Company has subdivided its equity share capital from
Rs. 10/- each face value in to Re.1/- each face value by passing of
special resolution in Extra Ordinary General meeting held on 20th
November, 2015.
i) The Board has recommended in the Notice of this Annual General
Meeting the appointment of Mr. Naveen kumar (DIN: 07136843) as
Executive Director on Board of Directors of the Company as the company
has received a written letter by its member for proposing the name Mr.
Naveen kumar (DIN: 07136843) to appoint as Executive Director.
ii) The Companies Act, 2013, allow the appointment of independent
directors under Sub-section (10) of Section 149 of the Companies Act,
2013 provides that independent directors shall hold office for a term
of up to five consecutive years on the board of a company; and shall be
eligible for re-appointment on passing a special resolution by the
shareholders of the Company.
Further, according to Sub-section (11) of Section 149, no independent
director shall be eligible for appointment for more than two
consecutive terms of five years. Sub-section (13) states that the
provisions of retirement by rotation as defined in Sub- sections (6)
and (7) of Section 152 of the Act shall not apply to such independent
directors.
The Board has recommended in the Notice of this Annual General Meeting
the appointment of Ms. Jaya Shaw (DIN: 07134863) as the Independent
Director of the company from this Annual General Meeting to till the
37th Annual General Meeting of the Company as the company has received
a written letter by its member for proposing the name of Ms. Jaya Shaw
additional Independent directors for appointment on the board of the
company as independent director of the Company for a term of 5- years.
iii) During the year under review the following changes in the
directorship on the board of the company as follows:
* Mr. Tarun Kr. Newatia, Managing Director resigned from the Board of
the company dated 17/10/2014.
*Mr. Pankaj Jain Appointed as Managing Director and Mr. Arun Kumar
Nahta appointed as director dated 17.10.2014.
iv) None of the directors are liable to be retires by rotation this
year as per the sub-section (6) of section 152 of the Companies Act,
2013.
BOARD EVALUATION
Clause 49 of the Listing Agreement mandates that the Board shall
monitor and review the Board evaluation framework. The Companies Act,
2013 states that a formal annual evaluation needs to be made by the
Board of its own performance and that of its committees and individual
directors. Schedule IV of the Companies Act, 2013 states that the
performance evaluation of independent directors shall be done by the
entire Board of Directors, excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole was
conducted based on the criteria and framework adopted by the Board. The
evaluation process has been explained in the corporate governance
report section in this Annual Report. The Board approved the evaluation
results as collated by the nomination and remuneration committee.
NUMBER OF MEETINGS OF THE BOARD
The Board met 5 times during the financial year, the details of which
are given in the corporate governance report that forms part of this
Annual Report. The intervening gap between any two meetings was within
the period prescribed by the Companies Act, 2013.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive and
independent directors to maintain the independence of the Board and
separate its functions of governance and management. As on March 31,
2015, the Board consists of 5 members. Out of which one is the Managing
Director, One is Executive Director and three Independent Directors.
The policy of the Company on directors' appointment and remuneration,
including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under Subsection
(3) of Section 178 of the Companies Act, 2013, adopted by the Board,
are stated in this Board report.
TRAINING OF INDEPENDENT DIRECTORS
Every new independent director of the Board attended an orientation
program. To familiarize the new inductees with the strategy, operations
and functions of our Company, the executive directors / senior
managerial personnel make presentations to the inductees about the
Company's strategy, operations, product and service offerings, markets,
software delivery, organization structure, finance, human resources,
technology, quality, facilities and risk management.
The Company has organized the following workshops for the benefit of
Directors and Independent Directors:
(a) a program on how to review, verify and study the financial reports;
(b) a program on Corporate Governance;
(c) Provisions under the Companies Act, 2013; and
(d) SEBI Insider Trading Regulation, 2015.
Further, at the time of appointment of an independent director, the
Company issues a formal letter of appointment.
COMMITTEES OF THE BOARD
Currently, the Board has three committees: 1. Audit Committee, 2.
Nomination and Remuneration Committee, 3. Stake Holders Relationship
Committee & Share Transfer Committee.
A detailed note on the Board and its committees is provided under the
corporate governance report section in this Annual Report.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent
director under Section 149(7) of the Companies Act, 2013, that he/she
meets the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
INDEPENDENT DIRECTORS DECLARATIONS
In the opinion of the Board, the independent directors are,
individually, person of integrity and possess relevant expertise and
experience.
The Independent Directors under section 149(6) of the Companies Act,
2013 declared that:
1. They are not a promoter of the Company or its holding, subsidiary
or associate company;
2. They are not directors in the company, its holding, subsidiary or
associate company.
3. The independent Directors have/had no pecuniary relationship with
company, its holding, subsidiary or associate company, or their
promoters, or directors, during the two immediately preceding financial
years or during the current financial year;
4. None of the relatives of the Independent Directors have or had
pecuniary relationship or transaction with the company, its holding,
subsidiary or associate company, or their promoters, or directors,
amounting to two percent. or more of its gross turnover or total income
or fifty lakh rupees or such higher amount as may be prescribed,
whichever is lower, during the two immediately preceding financial
years or during the current financial year;
5. Independent Director, neither himself nor any of his relatives-
- holds or has held the position of a key managerial personnel or is or
has been employee of the company or its holding, subsidiary or
associate company in any of the three financial years immediately
preceding the financial year in which he is proposed to be appointed;
- is or has been an employee or proprietor or a partner, in any of the
three financial years immediately preceding the financial year in which
he is proposed to be appointed, of-
- a firm of auditors or company secretaries in practice or cost
auditors of the company or its holding, subsidiary or associate
company; or
DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3)
(c) OF THE COMPANIES ACT, 2013
The financial statements are prepared in accordance with the Generally
Accepted Accounting Principles (GAAP) under the historical cost
convention on accrual basis.
GAAP comprises mandatory accounting standards as prescribed under
Section 133 of the Companies Act, 2013 ('the Act'), read with Rule 7 of
the Companies (Accounts) Rules, 2014, the provisions of the Act (to the
extent notified) and guidelines issued by the Securities and Exchange
Board of India (SEBI).
There are no material departures from prescribed accounting standards
in the adoption of these standards. The directors hereby confirm that:
1. In preparation of the annual accounts for the financial year ended
March 31, 2015, 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 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.
3. The directors have taken proper and sufficient care towards 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 have laid down internal financial controls, which are
adequate and are operating effectively.
6. The directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and such systems are adequate and
operating effectively.
AUDITORS
STATUTORY AUDITORS
M/s. P. D. Randar & Co., Chartered Accountant (FRN - 319295E) Kolkata
is current Statutory Auditors of the Company, P.D. Randar & Co. is
retiring auditor in this annual general meeting and shown unwillingness
due to preoccupation & other professional commitments to continue as
auditor of the company for the next financial year therefore your
directors proposed the name of Anupam Sarkar, Chartered Accountants
(Membership No.050083), Kolkata to be appointed as Auditor of the
Company in this AGM to hold office from the conclusion of this annual
general meeting until the conclusion of 35th Annual General Meeting of
the Company on such remuneration as shall be fixed by the Board of
Directors in consultation with the Auditors plus applicable service tax
and re-imbursement of travelling and out of pocket expenses incurred by
them for the purpose of audit.
The Company has received a consent letter from Anupam Sarkar, Chartered
Accountants (Membership No.050083) to act as Statutory Auditors to the
effect that their appointment if made would be in the limits prescribed
under the section 141(3) (g) of the Companies Act, 2013.
AUDITOR'S REPORT
The Auditors have not made any qualification to the financial
statement. Their reports on relevant notes on accounts are self
explanatory and do not call for any comments under section 134 of the
companies Act, 2013.
SECRETARIAL AUDITOR
Mr. Anand Khandelia, Practicing Company Secretaries was appointed to
conduct the secretarial audit of the Company for the financial year
2014-15, as required under Section 204 of the Companies Act, 2013 and
Rules thereunder. The secretarial audit report for FY 2014-15 forms
part of the Annual Report and part of the Board's report as Annexure
-1.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
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.
SUBSIDIARY COMPANIES
The Company is having 4 subsidiary companies namely bellow:
1. Arunesh Vinimay Pvt. Ltd.
2. Deepesh Commotrade Pvt. Ltd.
3. Deepesh Vanijya Pvt. Ltd.
4. Mahanya Commotrade Pvt. Ltd.
The details of subsidiary and brief financial performance of the
subsidiary companies for f. Y. Ended on 31.03.2015 are given separately
in Annexure-3 as AOC-1.
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 business operations of the company. The Company believes
in "Zero Tolerance" against bribery, corruption and unethical dealings
/ behaviours of any form and the Board has laid down the directives to
counter such acts. The Code has been posted on the Company's website
www.kausambivanijya.com
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees
in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with
stakeholders.
The Code gives guidance through examples on the expected behaviour from
an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code. All Management Staff were given
appropriate training in this regard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Fraud and Risk Management
Policy to deal with instance of fraud and mismanagement, if any, in
staying true to our values of Strength, Performance and Passion and in
line with our vision of being one of the most respected companies in
India, the Company is committed to the high standards of Corporate
Governance and stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with
instances of fraud and mismanagement, if any. The FRM Policy ensures
that strict confidentiality is maintained whilst dealing with concerns
and also that no discrimination will be meted out to any person for a
genuinely raised concern.
A high level Committee has been constituted which looks into the
complaints raised. The Committee reports to the Audit Committee and the
Board.
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.
SIGNIFICANT AND MATERIAL ORDERS
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.
EXTRACT OF ANNUAL RETURNS
In accordance with Section 134(3)(a) of the Companies Act, 2013, an
extract of the annual return is annexed as Annexure -2.
1. The Paid up capital of the Company is Rs. 4,74,00,000/-.
2. The Board of Directors of the company as on 31.03.2015 consists of
5 Directors namely Mr. Pankaj Jain Managing Director, Mr. Amit Chanda
Independent Director, Mr. Monoj Das Independent Director, Mr. Binit
Agarwal Executive Director, Mr. Arun Kumar Nahata Independent Director
of the Company.
3. The secured debt of the company is Nil.
4. The Promoters holding is consists of 69000 equity shares of Rs.1/-
each amounting to 1.46 %.
5. There was no un-paid dividend during the year.
FOR AND ON BEHALF OF THE BOARD
GOLDEN BULL RESEARCH & GROWTH LIMITED
Place: Kolkata Sd/-
Date : 31/08/2015 Pankaj Jain
(Managing Director)
DIN: 06829557 | 