Directors' Report To the Members Your Directors have pleasure in presenting their 5m Annual Report on the business and operations of the Company together with the Audited Accounts of the Company for the financial year ended March 31. 2015. DIVIDEND In order to consolidate the Company's fnancial position, your directors consider it prudent not to recommend dividend for the year under review. RESERVES No amount is proposed to carry to any reserves by the board of directors. STATE OF COMPANY'S AFFAIR The results for the reporting year compared with the prior year were affected mainly due to the company slowed down on the sale of potato seeds due to slow realization. CHANGES IN THE NATURE OF BUSINESS There is no Change in the nature of the business of the Company during the year. MATERIAL CHANGES AND COMMITMENTS There is no material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS 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. INTERNAL CONTROL SYSTEMS The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control syslem in the Company, its compliance with operating systems, accounting procedures and policies of the Company. SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES: The company does not have any subsidiary/ associate/joint venture company. DEPOSITS Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. SHARE CAPITAL During the year under review, the company has not issued shares with differential voting rights nor granted stock options nor sweat equity. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure C". CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO The information required u/s. 134(3)(q) of the Companies Act, 2013, read with the Rule 8(3) of Companies (Accounts) Rule,2014 with respect to conservation of Energy, Technology absorption are not applicable to the company. The Company has no foreign exchange outflow or inflow during the year under review. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES U/S 188(1) 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. The details of the related party transaction made by company are given in the notes to the financial statements. RISK MANAGEMENT POLICY Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report. At present the company has not identified any element of risk which may threaten the existence of the company. CORPORATE SOCIAL RESPONSIBILITY In terms of the provisions of Section 135 of the Companies Act, 2013 read together with relevant Rules, the "Corporate Social Responsibility" (CSR) requirement is not applicable to the Company. CORPORATE GOVERNANCE CERTIFICATE The compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report. Also a report on Corporate Governance is attached herewith and forms part of this report. VIGIL MECHANISM/WHISTLE BLOWER POLICY The Board of Directors of the Company has adopted Whistle Blower Policy. The management of the Company, through the policy envisages encouraging the employees of the Company to report to the higher authorities any unethical, improper, illegal or questionable acts, deeds & things which the management or any superior may indulge in. This policy has been circulated to employees of the Company. However, no employee has been denied access to the Audit Committee. NOMINATION & REMUNERATION COMMITTEE The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. PARTICULARS OF EMPLOYEES None of the employees was engaged in the company, who were in receipt of remuneration in excess of the limits as specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, throughout or part of the financial year under review. DIRECTORS: Prashant Kumar Choudhary retire by rotation and, being eligible, offer themselves for re appointment. Further, Mr. Rahul Sureka and Mrs. Preeti Sarda were appointed as Independent Directors by the Board on January 20, 2015.Their appointment as an Independent Directors for a term of 5 years, each, was approved by the shareholders at their extraordinary general meeting held on April 30, 2015. Further, Mr. Rahul Sureka and Mrs. Preeti Sarda, Independent Directors, have submitted a declaration that each of them meets the criteria of independence as provided in Sub-Section (6) of Section 149 of the Act and revised Clause 49 of the Listing Agreements. Further, there has been no change in the circumstances which may affect their status as independent di'ector during the year. Key Managerial Personal Mr. Megha Agrawal was appointed as Company Secretary of the Company on February 10, 2015. Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remureration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. CODE OF CONDUCT The Directors and members of Senior Management have affirmed compliance with the Code of Conduct for Directors and Senior Management of the Company. A declaration to this effect has been signed by Managing Directors and forms part of the Annual Report. BOARD MEETING During the year under review, 12 Board Meetings were convened and held. The intervening gap belween the Meetings was within the period prescribed under the Companies Act, 2013. The details of which are given in the Corporate Governance Report. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. Nikus Kumar Sarkar, a company Secretary in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure B" STATUTORY AUDITORS & AUDITORS REPORT Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s A.K Meharia & Associates, Chartered Accountants, were appointed as statutory auditors of the Company till the conclusion of the 5lh AGM to be held in the year 2015, subject to ratification of their appointment at every AGM. The Auditor of the company has not made any qualification, reservation or adverse remark or disclaimer in his report and hence, do not call for any further comments under Section 134 of the Companies Act, 2013. DIRECTOR'S RESPONSIBILITY STATEMENT In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that: i) In the preparation of the annual accounts, the applicable accounting standards have been followed. ii) The directors have 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 the year under review. 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 had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. INDUSTRIAL RELATIONS During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2014-15, no complain had been received. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company. ACKNOWLEDGEMENTS: Your Company and its Directors wish tD extend their sincerest thanks to the Members of the Company, Bankers, Executives, Staff and workers a: all levels for their continuous cooperation and assistance. For and on Behalf of the Board (Shankar Kumar Choudhary) Managing Director Registered Office: 29 NC, Block B, New Alipore, Kolkata- 700 053 . Dated: The 30lh day of May, 2015 |