DIRECTORS' REPORT To the Members, The Directors of the Company have pleasure in presenting their Annual Report together with the Audited Accounts for the Financial year ended 31st March, 2015. DIVIDEND The Directors have considered not recommending any dividend for the year under review. DIRECTORS Mr. V. N. Agarwal, retires by rotation at the ensuing Annual Gneral Meeting and being elegible offers himself for re-appointment. His Brief Resume is attached to the Notice of the ensuing Annual General Meeting. The Board of Directors of the Company at their meeting held on 31st March, 2015 appointed Mrs. Premlata Agarwal as Additional Director of the Comapny to hold office only upto the date of next Annual General Meeting of the Company pursuant to the provisions of Section 161(1) of the Companies Act, 2013. Mrs. Premlata Agarwal, not being a retiring Director in terms of Section 152 of the Companies Act, 2013, her name has been proposed by a member for appointment of a Director under section 160 of the Companies Act, 2013. NUMBER OF BOARD MEETINGS HELD During the Financial year 2014-15, Five (5) Board Meetings were held on 28th May, 2014, 14th August, 2014, 11th November, 2014, 22nd January, 2015 and 31st March, 2015. DIRECTORS' RESPONSIBILITY STATEMENT In accordance with Section 134(5) of the Companies Act, 2013 your Board of Directors confirms that:- (a) in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had 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 that period; (c) the Directors had taken proper and sufficient care 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; (d) the annual accounts of the Company have been prepared on a "going concern" basis; (e) 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 (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. BOARD EVALUATION The Board evaluated the effectiveness of its functioning and that of the Committees and of Individual Directors by seeking inputs on various aspects of Board/Committee Governance and considered and discussed in details the inputs received from the Directors. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in strategic planning and fulfillment of their obligations including but not limited to their participation in the Board/Committee Meetings. INDEPENDENT DIRECTORS DECLARATION: The Independent Directors meet the criteria of being Independent (as prescribed in The Companies Act, 2013 and Clause 49 of the Listing Agreements) and an Independency Certificate from them have been obtained. AUDITORS M/s. Salarpuria & Partners, Chartered Accountants, Statutory Auditors hold office till the conclusion of this AGM. They have expressed their willingness to continue as such and are eligible for re-appointment. EXTRACT OF ANNUAL RETURN As provided under Section 92(3) of the Companies Act, 2013, the extract of Annual Return in form MGT-9 pursuant to Rule 12 of the Companies (Management and Administration) Rules, 2014, is annexed herewith as Annexure A, as part of this Report. SECRETARIAL AUDIT Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment of and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by a Company Secretary in whole time Practice is annexed herewith as Annexure B, as part of this Report. RELATED PARTY TRANSACTIONS All contracts/arrangements/transactions entered by the Company with its Related Parties during the financial year were on arm's length basis and in the ordinary course of business. The transactions with Related Parties are disclosed in the Notes to the Financial Statements. VIGIL MECHANISM In terms of Section 177(9) & (10) of The Companies Act, 2013, a Vigil Mechanism of Directors and Employees has been established, details of which are given in the Corporate Governance Report. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES Disclosures in terms of section 197(12) of the Companies Act, 2013 and the rules made thereunder, are not applicable to the company. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Particulars relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, as required under section 134(3)(m) of The Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are not applicable to the company. COMMITTEES OF THE BOARD Currently there are three Board Committees- the Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee. The Terms of reference of the Board Committees are determined by the Board from time to time. Meetings of each Board Committee are convened by the respective Committee Chairman. Signed minutes of Board Committee Meetings are placed at the Board Meetings for the information of the Board. i) AUDIT COMMITTEE Audit Committee of the Board, inter alia provides re-assurance to the Board on the existence of an effective internal control environment that ensures:- (a) Overseeing the Company's financial reporting process and the disclosures of its financial information to ensure that the financial statements are correct, sufficient and credible. (b) Compliance with Listing and legal requirements concerning financial statements. (c) Recommending to the Board the appointment/re-appointment of Statutory Auditors, fixation of their Audit Fees and approving payments made for any other services rendered by them. (d) Reviewing with the Management the Quarterly and the Annual Financial Statements before submission to the Board for approval. (e) Reviewing with the management the performance of the Statutory Auditors and the adequacy of internal control function. (f) Discussion with the Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussions to ascertain any area of concern. (g) Reviewing the Internal Audit function and the progress in the implementation of recommendations contained in the Internal Audit Report. (h) Efficiency and effectiveness of operations. (i) Valuation of undertakings or assets of the Company, wherever it is necessary. (j) Reliability of financial and other management information and adequacy of disclosures. (k) Compliance with all relevant statutes. (l) Approval or any subsequent modification of transactions of the Company with Related Parties. (m) Reviewing the functioning of Whistle Blower mechanism. During the Financial Year 2014-2015 Four Audit Committee Meetings were held and the Attendance of the Members at the said Meetings is given below:- ii) STAKEHOLDERS RELATIONSHIP COMMITTEE The Stakeholders Relationship Committee oversees redressal of Shareholders/Investor grievances relating to transfer of shares, non-receipt of Balance Sheet etc. During the year ended 31st March 2015, no complaints/queries were received and no complaint/query was pending to be resolved as on 31st March, 2015. There were no transfer of shares pending for registration as on 31st March 2015 and all transfers, if any, had been effected within a period of 15 days from the date of their lodgement. iii) NOMINATION AND REMUNERATION COMMITTEE The terms of reference of Nomination and Remuneration Committee involves:- (a) Formulation of criteria for determining qualifications, positive attributes and independence of Director. (b) Identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down and recommend to the Board their appointment and removal. The Criteria for performance evaluation of Independent Directors is given below:- (a) Updated on skills, knowledge, familiarity with the Company, its business and the external environment in which it operates. (b) Participates in development of strategies. (c) Committed to the fulfillment of Directors obligations and fiduciary responsibilities. (d) Quality of analysis and judgment related to progress, opportunities and need for changes. (e) Contributes adequately to address the top management issues. (f) Considers adequately before approving any Related Party Transactions (g) Acts within authority and assists in protecting the legitimate interests of Company, Shareholders and its employees. (h) Ensures that vigil mechanism has been properly implemented and monitored. (i) Reports concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. (j) Does not disclose confidential information, commercial secrets, technologies, unpublished price sensitive information unless such disclosure is approved by the Board or required by law. ACKNOWLEDGEMENTS Your Directors would like to thank shareholders, bankers and all other business associates for the continuous support given by them to the Company and their confidence in its management. FOR AND ON BEHALF OF THE BOARD V. N. AGARWAL G. K. AGARWAL DIRECTORS Place: Kolkata Date: 27th May, 2015 |