| 1. INTRODUCTION
The Directors are elated in presenting the 30th Annual Report of the
Company along with the Audited Statement of Accounts for the year ended
as on 31st March, 2015.
The Annual report presented to you pertains to financial year before
April 2015 so the contents within are governed by the relevant
provisions/schedules/rules of the Companies Act, 2013, in compliance
with General Circular No. 08/2014 dated 4 April 2014 issued by the
Ministry of Corporate Affairs.
2. FINANCIAL RESULTS
(Amount in Rs)
Particulars Current Previous
Financial Year Financial Year
(2014-2015) (2013-2014)
Profit/(Loss)Before Depreciation and 53,56,828 6440010
Tax
Depreciation 3,566 -
Profit /(Loss) before Tax 53,53,263 6440010
Provision for Tax 16,97,112 20,00,000
Profit/ (loss) after Tax 36,56,150 44,40,010
Balance Brought forward (9,72,028) (5,552,371)
Add : Excess / (short) Provision of (54698) 140133
Income Tax
Balance carried to Balance Sheet 26,29,224 (972228)
3. BUSINESS OVERVIEW
Due to adverse market situations, the profit of the Company has
declined from Rs. 44,40,010 to Rs. 36,56,150 .The Company's policy of
management has provided cushion effect to the adversities of the market
on the performance of Company. The Board of Directors looks towards the
future performance with a positive approach.
4. DIVIDEND
Your Directors feel that it is prudent to plough back the profits for
future growth of the Company and with a view to conserve the resources,
they do not recommend any dividend for the year ended 31st March, 2015.
5. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the provisions of Section 135 of the
Companies Act, 2013 are not applicable.
6. STATUTORY AUDITORS
M/s S.B.JAJOO & CO, Chartered Accountants, (Firm Registration Number:
125915W) were appointed as the Statutory Auditors of the company last
year in AGM held on 29th September 2015, for five consecutive years,
subject to ratification at every Annual General Meeting. Accordingly,
their appointment is proposed to be ratified in the ensuing AGM. They
have given their eligibility & consent for the proposed ratification.
7. SECRETARIAL AUDITORS
M/s. H V Gor & Co, Practicing Company Secretaries have been appointed
in the Board Meeting held on 30th March, 2015 as the Secretarial
Auditor of the Company u/s 204 of the Companies Act, 2013 to conduct
Secretarial Audit of the matters of the Company and report thereof. The
Secretarial Auditor's Report has been annexed to the Board Report under
Annexure I.
8. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY
SECRETARY IN THEIR REPORTS
There was no qualification, reservation or adverse remark made by the
Auditors in their report. The explanations made by the Board relating
to the qualifications, reservations, adverse remarks made by the
Practicing Company Secretary in his Secretarial Audit Report are
furnished as under:
1. The Company has been inviting the applications for the post of
Company Secretary in whole time employment of the Company by issuing
classifieds in the newspapers. However, the Company has failed to
receive application from a suitable candidate for the aforementioned
responsibilities.
9. DIRECTORS
Mr. Manish Jain, Mr. Rajendra Prasad Gogawat & Mr. Anil Tondon resigned
from the Board of Directors of the Company due to pre-occupancies. The
Board of Directors of the Company accepted their resignation and
relieved them from their responsibilities towards the Company with
effect from 31st December, 2014
Mr. Rakesh Kumar & Mr. Yogesh Kumar were appointed as the Additional
Independent Directors of the Company u/s 149 read with 161 of the
Companies Act, 2013.
After the aforesaid changes in the structure of the Board during the
year, the Board of Directors of the Company stands as follows as on
date:
Name Designation Date of Appointment DIN
Executive Directors
Ms. Priya Rawal Managing
Director and 31st December 2012 05108446
CEO
Mr. Gaurav Bahety Whole Time
Director & 31st August, 2013 05167731
CFO
Non - Executive & Independent Directors
Mr. Rakesh Kumar Independent
Director 31st December, 2014 01973690
Mr. Yogesh Kumar Independent
Director 31st December, 2014 02774016
10. DECLARATION BY THE INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(6)
of the Companies Act, 2013 so as to qualify themselves to be appointed
as Independent Directors under the provisions of the Companies Act,
2013 and the relevant rules.
11. BOARD MEETINGS
During the financial year under review, the Board of Directors met Six
times.
12. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES
The provisions of Section 178(1) relating to constitution of Nomination
and Remuneration Committee are not applicable to the Company and hence
the Company has not devised any policy relating to appointment of
Directors, payment of Managerial remuneration, Directors
qualifications, positive attributes, independence of Directors and
other related matters as provided under Section 178(3) of the Companies
Act, 2013.
13. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT &
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The Company has not appointed any employee(s) in receipt of
remuneration exceeding the limits specified under Rule 5 (2) of
Companies (Appointment & Remuneration of Managerial Personnel) Rules,
2014.
14. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has duly set up an Internal Complaints Committee (ICC) in
line with the requirements of The Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress
complaints received regarding sexual harassment.
The following is a summary of sexual harassment complaints received and
disposed off during the year 2014-15.
No of complaints received: Nil
No of complaints disposed off: Nil
15. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the
Companies Act, 2013, your Directors state that:
a. In the preparation of the annual accounts, the applicable
accounting standards have been followed with proper explanation
relating to material departures, if any;
b. They have, in the selection of the accounting policies, consulted
the Statutory Auditors and have 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 as at 31st
March, 2015 and of its profit for the year ended on that date;
c. They have taken proper and sufficient care to the best of their
knowledge and ability 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 and
detecting fraud and other irregularities; and
d. They have prepared the annual accounts for the year ended 31st
March, 2015 on a 'going concern' basis; and
e. They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013
There was no loan given or guarantee given or investment made or
security provided pursuant to Section 186 of the Companies Act, 2013
during the year under review and hence the said provisions are not
applicable.
17. DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES.
It is not proposed to carry any amount to any reserves from the profits
of the Company. Hence, disclosure under Section 134 (3) (j) of the
companies act, 2013 is not required.
18. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which
this financial statement relate on the date of this report.
19. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:
The particulars as required under the provisions of Section 134(3) (m)
of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 in respect of conservation of energy and
technology absorption are not required to be furnished considering the
nature of activities undertaken by the Company during the year under
review. Further during the year under review, the Company has neither
earned nor used any foreign exchange.
20. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT
The Company has developed & implemented Risk Management Policy.
However, Company has not come across any element of risk which may
threaten the existence of the Company.
21. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS /
COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATION IN FUTURE
There are no significant material orders passed by the Regulators /
Courts / Tribunal which would impact the going concern status of the
Company and its future operations. Hence, disclosure pursuant to Rule 8
(5) (vii) of Companies (Accounts) Rules, 2014 is not required.
22. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF
COMPANIES (ACCOUNTS) RULES, 2014:
The Company has an adequate Internal financial control system,
commensurate with the size of its business operations.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013
There was no contract or arrangements made with related parties as
defined under Section 188 of the Companies Act, 2013 during the year
under review.
24. EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and administration)
Rules, 2014 is furnished in "Annexure - MGT-9".
25. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL
MECHANISM
The Audit Committee consists of the following members;
a. Mr. Rakesh Kumar - Independent Director - Chairman
b. Mr. Yogesh Kumar - Independent Director - Member
c. Mr. Gaurav Bahety - Executive Director & CFO - Member
The above composition of the Audit Committee consists of Independent
Directors viz., Mr. Yogesh Kumar and Mr. Rakesh Kumar who form the
majority.
The Company has established a vigil mechanism and overseas through the
committee, the genuine concerns expressed by the employees and other
Directors. The Company has also provided adequate safeguards against
victimization of employees and Directors who express their concerns.
The Company has also provided direct access to the chairman of the
Audit Committee on reporting issues concerning the interests of co
employees and the Company.
26. CORPORATE GOVERNANCE:
Your Company is committed to adopting the best Corporate Governance
practices. It believes that proper corporate governance is not just a
regulatory compliance nut also a facilitator for enhancement of
stakeholder's value. Reports on Corporate Governance and Management
Discussions & Analysis are annexed and form part of this report.
27. APPRECIATION AND ACKNOWLEDGEMENT
The Board of Directors wish to place on record their appreciation for
the co-operation and support of the Company's Bankers, its valued
customers, employees and all other intermediaries concerned with the
Company's business.
Your directors are grateful towards all members for supporting and
sustaining us during the intricate days. We look forward to your
continued support and reiterate that we are determined to ensure that
the plans are successfully implemented.
By Order of the Board of Directors
For Effingo Textile & Trading Limited
Sd/-
Place: Mumbai Priya Rawal
Date: 02nd September 2015 (Managing Director)
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