DIRECTORS' REPORT Dear Members, The Directors have pleasure in submitting their Annual Report together with the Audited Statements of Account for the year ended on March 31, 2015. Operating & Financial Performance During the year, the net revenue from operations of your Company decreased by 34.47 % from Rs 37,14,162 to Rs. 24,33,950. For FY2015, your Company's profit after tax stood at Rs. 6, 09,207 vis-avis Rs. 24,62,091 in the previous year, registering a decline of 75.26 %. Change in the nature of business, if any There is no change in the nature of the business of the Company. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future There were no significant and material orders passed by regulators or courts the going concern status and Company's operations in future. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report There were no material changes and commitments affecting the financial position occurring between March 31, 2015 and the date of this Report of the Directors. Subsidiary / Joint Ventures / Associates The Company has no subsidiaries / Joint Ventures / Associates as on 31.03.2015 companies therefore no disclosures in this regard are provided in this Report. Internal Financial Control The Company has in place an established internal control system designed to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances. Company's Policies on Remuneration, Employee Concern (Whistle Blowing) and also the Code ofConduct applicable to Directors and Employees of the Company have been complied with. These Policies and the Code of Conduct are available on the Company's website at www.essensupplements.com Dividend With the view to conserve the resources of company your directors regret to recommend any dividend for the period under report. Share Capital The paid up Equity Share Capital as on March 31, 2015 was Rs.9,80,89,000/-. During the year under review the company has not issued any shares or any convertible instruments. Segment wise performance The Company is engaged in the real estate business activity only. Accordingly, the Company is a single business segment company and hence segment wise reporting is not applicable. Industry Structure & Developments, Opportunities & Threats, Outlook Real estate development business is a large industry and major shaper of the built environment whose structure has implications for the form and structure of cities.Real estate development, or property development, is a multifaceted business. Hence, it will also effect the growth of the company in the coming years. Real estate sector has witnessed high growth in recent times. Risk Management The Board members were informed about risk assessment and minimization procedures after which the Board formally adopted Risk Management policy and implemented for the company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. Directors / Key Managerial Personnel(KMP) In accordance with the provisions of Companies Act, 2013 Mr. Arun Kumar Singh (DIN-00416126), Director of the Company retires by rotation and being eligible offers himself for re-appointment. At the board meetings held on 30.06.2014 the board had appointed Mr. Aditya Tiwari (Membership no. 32204) as the Company Secretary of the company& on 14.08.2014 the board had appointed Mrs. Shabana Anjoom (DIN- 06937428) as the independent (women) director of the company for a period of 5 years and Mr. Arup Chakraborty (AFZPC7615R) as the CFO of the Company under Key Managerial Personnel as per Companies Act, 2013. At the 22nd Annual General Meeting of the Company Mr. Tapas Mukherjee (DIN- 03121793) was appointed as an Independent director under the Companies Act, 2013 for 5 consecutive years for a term upto 21.09.2019. However, he resigned from the directorship of the company on 14.11.2014. All the Independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of listing agreement. Mr. Jai Kumar Sharma (DIN-06879084) was appointed as additional director of the company w.e.f 14.11.2014 in independent capacity for a tenure of 5 years w.e.f. 14.11.2014 subject to approval at the forth coming Annual General Meeting. All Directors, Key Managerial Personnel and senior management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company The Code of Conduct is available on the Company's website www.essensupplements.com.All Directors have confirmed compliance with provisions of section 164 of the Companies Act, 2013. Meetings of Board and Committees The details of number and dates of meetings held by the Board and its Committees and attendance of Directors is given separately in the attached Corporate Governance Report. Directors' Responsibility Statement The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 and Clause 49(III)(D)(4)(a) of the listing agreement with Stock Exchanges in the preparation of the annual accounts for the year ended on March 31st, 2015 and state that : (i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; (ii) 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 of the Company for that period; (iii) 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; (iv) the Directors have prepared the annual accounts on a going concern basis; (v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and (vi) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. Contracts and Arrangements with Related Party There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at www.essensupplements.com . None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company Key Managerial Personnel The following persons were appointed as Key Managerial Personnel of the Company compliance with the provisions of Section 203 of the Companies Act, 2013: a) Mr.Ganesh Kumar Singhania - Managing Director b) Mr. Arup Chakraborty - Chief Financial Officer c) Mr. Aditya Tiwari- Company Secretary Board Evaluation Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its committee. Corporate Governance The Corporate Governance Report giving the details as required under Clause 49 of the listing agreement with the Stock Exchanges is given separately as Annexure-Iand forms part of this Report of theDirectors. The Corporate Governance Certificate for the year ended on March 31, 2015 issued by the statutory auditors of the company, is also attached separately as Annexure II andforms part of this Report. Audit Committee The Audit Committee was re-constituted on 14.11.2014. The Committee comprises of the following Directors: During the year there were no instances where the Board had not accepted the recommendations of the Audit Committee. Vigil Mechanism In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy which is available on the Company's website www.essensupplements.com Corporate Social Responsibility The provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the Company. Nomination and Remuneration Committee A Nomination and Remuneration Committee was re-constituted on 14.11.2014. To comply with the requirements of the Companies Act, 2013 and the listing agreements with Stock Exchanges, the name of the Committee was changed to Nomination & Remuneration Committee effective from November 11, 2014.The Committee comprises of the following Directors: The Company's Remuneration Policy is available on the Company's website www.essensupplements.com and is attached as Annexure -III and forms a part of this Report of the Directors. Stakeholders Relationship Committee To comply with the requirements of the Companies Act, 2013 and the listing agreements with Stock Exchanges, the name of the Committee was changed to Stakeholders Relationship Committee effective from November 14, 2014. Listing The shares of the Company are listed on the BombayStock Exchange. The Company's shares are compulsorily traded in the dematerialized form. The ISIN number allotted isINE716K01012. Shares of the Company were also listed with Hyderabad and Ahmedabad Stock Exchanges. However, these stock exchanges stands de-recognized by the SEBI as on date. Auditors: Statutory Auditors: M/s S. Ramanand Aiyer & Co., Chartered Accountants, hold office as Auditors of the Company till the conclusion of the ensuing Annual General Meeting, and being eligible, offer themselves for reappointment pursuant to the provisions of Section 139 of the Companies Act, 2013. There are no qualifications or observations or remarks made by the Auditors in their Report. Secretarial Audit A Secretarial Audit was conducted during the year byM/s. A.K. Labh & Co.,Company Secretaries, in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditor's Report is attached as Annexure-IVand forms a part of this Report of the Directors.There are no qualifications or observations or remarks made by the Secretarial Auditor in his Report. Internal Audit Mr. Aditya Tiwari, CompanySecretary performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time. Fixed Deposits The Company has not accepted any deposits from the public, and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014. Loans, guarantees and investments It is the Company's policy not to give loans, directly or indirectly, to any person (other than to employees under contractual obligations) or to other body corporate or give any guarantee or provide any security in connection with a loan to any other body corporate or person. The Company also does not have any investment in securities of any other body corporate apart from that one as stated vide Note 7 as attached to the financial statement of the company as on 31.03.2015 Conservation Of Energy, Technology Absorption, Foreign Exchange Earning and Outgo: In compliance with the provisions of section 134(3) (m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 your company has to report that a) Your Company has neither carried out any Research and Development Work nor spent any amount on it. b) There were no foreign exchange earnings or outgo. There are no employees who are in receipt of remuneration in excess of the limit specified under section 134(3) (q) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure-V. Sexual Harassment Policy: Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable to the Company as there is no female employee in the company. Acknowledgements Your Directors acknowledge the continued support extended by the bankers, clients and employees of the Company. On behalf of the Board Ganesh Kumar Singhania (Managing Director) DIN:01248747 Jai Kumar Sharma (Director) DIN: 06879084 Place: Kolkata Date: 30.05.2015 |