DIRECTORS' REPORT Your Directors have pleasure in presenting their Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2015. DIVIDEND Your directors do not recommend for payment of dividend in respect of the financial year ended 31st March, 2015. OPERATING RESULTS The Total Income for the year ended 31 March, 2015 has been Rs. 1896.56 lacs as against Rs. 1690.45 lacs in the previous year, showing increase of Rs. 206.11 lacs. Profit after taxation is Rs. 30.20 lacs as against of Rs. 60.87 lacs in the previous year. FUTURE PROSPECTS Unless the economy picks up, the transport sector will continue to face hassles. CAPITAL jTURE As at 31st March, 2015 the gross fixed assets stood at Rs. 1266.78 lacs and the net fixed assets at Rs. 583.39 lacs. SHARE CAPITAL During the year under review, the Company has neither issued any shares with differential voting rights nor any sweet equity shares or any shares under employees stock option. PUBLIC DEPOSITS During the year under review, your Company did not accept/ renew any deposits covered under Chapter V of the Companies Act, 201 3 and the rules made there under and as such, no amount of principal or interest is outstanding as on the date of balance sheet. LICTING INFORMATION Th- eauity shares of your Company are listed on the Bombay Stock Exchange Ltd (BSE). he ig fee for the ye-jr 2015-16 has been paid to Bombay Stock Exchange Ltd (BSE EXTRACT OF THE ANNUAL RETURN The extract of the annual return in Form No. MGT- 9 forms part of the Board's report, is attached at Annexure -1. DIRECTORS' During the year under review, your Board inducted Mrs. Pooja Sarda as additional Director of the Company. In teams Section 161 of the Companies Act, 2013, she shall hold office up to the date of the forthcoming Annual General Meeting. The Company has received a notice in writing, under Section 160 of the Companies Act, 2013, from a member, proposing the appointment of Mrs. Pooja Sarda, as Director of the Company. There is also a resolution in the forth coming Annual General Meeting, for appointment of Mrs. Pooja Sarda as Independent Director of the Company. Pursuant to Section 152 of the Companies Act, 2013, Mr. Sanjay Jain, Managing Director, retires by rotation of the forth coming Annual General Meeting and being eligible has offers himself for reappointment. Your Board has recommended his reappointment. KEY MANAGERIAL PERSONNEL During the year under review, pursuant to the provisions of Section 2(51) and Section 203 of the Companies Act, 2013, read with the Rules made there under, the following existing officials of the company were designated/classified as Whole Time Key Managerial Personnel of the Company : i. The Managing Director Mr. Sanjay Jain, as Whole Time Key Managerial-Personnel, ii. The Company Secretary Mr. Asish Narayan as Whole Time Key Managerial Personnel. During the year under review, Mr. Malay Das was appointed as Chief Financial Officer (CFO) and designated as Whole Time Key Managerial Personnel. DIRECTORS' RESPONSIBILITY STATEMENT As required by Section 134 (5) of the Companies Act, 2013, based on the information and representations received from the operating management, your Directors confirm that: (a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures; (b) The directors have selected such accounting polices 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 loss of the Company for the period; (c) 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; (d) The directors have prepared the annual accounts on a going concern basis; (e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; (f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. BOARD MEETINGS The Board of Directors of the Company during the year 2014-15 on 11th April, 2014, 29th May, 2014, 11th August, 2014, 14th November, 2014, 13th February, 2015 and 31s1 March, 2015. INDEPENDENT DIRECTORS' DECLARATION The Independent Directors of the Company, viz, Mr. Bhag Chand Jain, Shankar Lai Khandelwal and Lalit Kumar Jain, have filed their declaration with the Company affirming that they continue to meet the criteria of independent as provided in Section 149(6) of the Companies Act, 2013, in respect of their position as and "Independent Director". Mrs. Pooja Sarda has also informed the Company in writing that she also meets the criteria of independent as provided in Section 149(6) of the Companies Act, 2013, in respect of their position as independent Director and that her appointment as independent Director will not violet Section 149(6) of the Companies Act, 2013. SECRETARIAL AUDIT REPORT In terms of Section 204 of the Act, and made there under M/s. Rantu Das & Associates, Practicing Company Secretary have been appointed Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure-l I. Management decided to comply according to the observation made by Secretarial Auditor in their Secretarial Audit Report, 2015. RE-APPOINTMENT OF SECRETARIAL AUDITOR The Board has the re-appointment of M/s. Rantu Das & Associates, Practicing Company Secretary as Secretarial Auditor for financial year 2015-16 on such remuneration as decided by the Board of Directors. STATUTORY AUDITORS The Statutory Auditors of the Company, M/S Patni&Co., (Firm Regn No. 320304E), Chartered Accountants will retire at the ensuing AGM. As recommended by the Audit Committee, the Board has proposed the re-appointment of M/S Patni & Co., (Firm Regn No. 320304E), Chartered Accountants as statutory auditors for financial year 2015-16 on suchremuneration as decided by the Board of Directors. The Company has received a certificate from the proposed Auditors to the effect that their appointment, if made, would be in accordance with all the conditions prescribed under the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014. STATUTORY AUDITORS' REPORT The Auditor's Report to the Share Holders does not contained any qualification. PARTICULARS OF EMPLOYEES None of the employees are drawing remuneration exceeding Rs.5,00,000/- per month or Rs. 60, OO.OOO/- per year. Hence, no requisite details are furnished. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013 The company has in place an Anti Sexual Harassment Policy in line with the requirements of the "Sexual Harassment Of Woman At Workplace (Prevention, Prohibition And Redressal) Act, 2013". Internal Complaints Committee (ICC) has been set up to redress complaints received regarding Sexual Harassment. All employees (Permanent, Contractual, Temporary, Trainees) are covered under this Act. The following is a summary of Sexual Harassment complaints received and disposed off during the year 2014-2015: No. of Compiaints received : NIL No. of Complaints disposed off : NIL PARTICULARS REGARDING CONSERVATiON OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO,. Your Company being a Transport company has no activity relating to conservation of energy or technology absorption to be declared pursuant to Section 134 of the Companies Act, 2013. There is no earning or outgo of Foreign Exchange during the year under review. ACKNOWLEDGEMENTS Your Directors wish to piace on record their appreciation of the assistance and co- operation extended to the Company by commercial Banks, Government of India, various State Governments, Share Holders and all others whose continued support has been a source of strength to the Company. Your Directors also wish to place on record their sincere appreciation of contribution and high level of commitment of every employee of the Company. By Order of the Board For Inter State Oil Carrier Limited Shanti Lai Jain (Chairman) Dated : 29th May, 2015 Registered Office : Poddar Point. South Wing 5th Floor. 113, Park Street Kolkata-700016 |