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Cals Refineries Ltd.
Market Cap. (Rs.) 82.94 Cr. P/BV 0.00 Book Value (Rs.) -0.03
52 Week High/Low (Rs.) 0/0 FV/ML 1/1 P/E(X) 0.00
Bookclosure 27/09/2017 EPS (Rs.) 0.00 Div Yield (%) 0.00
DIRECTOR'S REPORT
You can view full text of the latest Director's Report for the company.
Year End :2016-03 

The Directors present their Thirty Second Annual Report and Audited Financial Statements for the financial year 2015-16.

1. Financial Summary/highlights on Performance of the Company (Standalone)

(Rs. in million)

Description

Year Ended March 31, 2016

Year Ended March 31, 2015

Revenue from Operations

-

-

Other Income

3.02

0.16

Total Revenue

3.02

0.16

Operational Expenses

-

-

Employee Benefit Expenses

3.63

6.47

Interest and Finance Charges

0.00

0.00

Depreciation and Amortizations

0.21

0.38

Other Expenses

11.82

8.29

Total Expenses

15.66

15.14

Profit/(Loss) before exceptional items

(12.64)

(14.98)

Exceptional Items

-

5587.67

Profit/(Loss) for the year

(12.64)

(5602.65)

2. Dividend

As there is no operating income and consequently, no profit is available for distribution as dividend.

3. Reserves

The Company is not having any income and therefore there is no surplus available to be carried forward to Reserves.

4. Brief description of the Company's working during the year/ State of Company's affair

- Company's operation during the year

It has been evident since long that the business operations of the Company have come to a standstill and Directors have been regularly reporting the reasons for the same.

It is reiterated that the SEBI vide its final order dated 23rd October, 2013, issued against the Company, after the prolonged investigation of approx. two years, restricted the Company from entering into the securities market and altering its capital structure, in any manner effectively for period of eight years from the date of the order. The Company has already gone through approx. half of the prohibition period as imposed by the SEBI. Your Company, however has challenged the aforesaid order of SEBI at Securities Appellate Tribunal in December, 2013. Approx. three years have elapsed since then, and the matter is still ongoing before the Tribunal. The prohibition period of approx. five years has almost abolished any chances of survival of the Company and its project.

The shareholders would appreciate that despite adverse circumstances your Company has always complied with various statutory requirements under different laws, rules and regulations, dealings with the litigations and other day to day administrative activities. Your Company has paid all the statutory dues to various statutory authorities, without fail, despite no revenue generation at all in past years. Your Company being listed entity having a wide shareholder base of approx. 1.80 lakh, incurs huge costs of compliances and apart from it also meets a considerable amount of litigation and legal expenses. Since in the previous 7 to 8 years the Company has not booked any income or generated any revenue at all, arranging such huge amount of funds has been a cause of concern.

Presently the single source of the funding to the Company is through one of the related party and promoter Company M/s Nyra Holdings Private Limited. The Inter Corporate Loan being taken by your Company from Nyra Holdings to manage its day to day operation, compliances and litigation expenses cannot be Interest free as per the prevailing provisions of the Companies Act, 2013. Company has raised this issue before the regulators viz., Securities and Exchange Board with a copy to the Registrar of Companies and explained them about the constrained situation of the Company, with prayers, that an exemption be granted to the Company from making its compliances till the SEBI prohibition is lifted and to allow M/s Nyra Holdings Private Limited to give interest free loans to the company without considering the same to be a default of the provisions of the Companies Act, 2013 and also to modify the SEBI order dated 23rd October, 2013 and permit the current promoters (M/s Nyra Holdings Private Limited, in specific) to induct capital / funds against issue of equity. The Company has received no reply till date even after sending several reminders.

Further, to reiterate, the Company's operation has come to a standstill and no development could be made towards implementation of the project of the Company. The contracts and the agreements which were entered by the Company w.r.t the implementation of the refinery project have also lapsed or expired long back. Capital advances, which were made at the implementation stage of the project are either not recoverable or specific performance against the said advances cannot be enforced. The Board of Directors after analyzing the aforesaid situation and also based on the opinion received from legal firms, had decided to write off various advances, land and pre-operative expenses etc. from the balance sheet of the Company in the year 2014-15, to give true and fair picture of the financial statement. The Board further considered that carrying such advances which have no material value or relevance to the books of accounts would be inappropriate and would not give a true and fair view to the investors/shareholders of the Company.

However, such writing off of aforesaid advances, land and pre-operative expense had resulted in substantial change in the profit/loss of the Company and had a huge impact on the Net worth of the Company, which is now completely eroded. The Auditors have pointed this out in their Report of the previous year and in this year too and have qualified their opinion regarding the Going Concern issue, and the Board has given their comment on the said qualification of Auditor's in the later part of this Report.

Investigation of Serious Fraud Investigation Office (SFIO)

As reported in the previous year that the Serious Fraud Investigation Office (SFIO) had initiated an investigation into the affairs of the Company under section 212 of the Companies Act, 2013, the investigation is relating to the issuance of GDRs by the Company in the year 2007 and the proposed GDR issue in the year 2011.

Your Company has provided all the requisite information and necessary support to the investigation team and have also provided all the documents as enquired by them from time to time. The Investigation is still ongoing and have not yet reached to the conclusion.

Notices u/s 148 of the Income Tax for the A.Y. 2008-09 and 2009-10 for the Income Escaping Assessment U/s 147 of the Income Tax Act, 1961

Your Company had received Notices u/s 148 of the Income Tax for the A.Y. 2008-09 and 2009-10 for the Income Escaping Assessment U/s 147 of the Income Tax Act, 1961.

The Notice was in respect of assessment/re-assessment, recomputing of the Loss/Depreciation of the Company for the said Assessment Years. As per the requirement of the Section 147 and Section 148 of the Income Tax, 1961, the authority has also provided the reasons for re-opening the case for both of the Assessment years.

The Company had challenged the aforesaid reasons for re-opening of the case and fought this matter on all the possible ground available to the Company, including filing of writ petition in the Hon'ble High Court of Delhi, which was later on, upon instructions, withdrawn with liberty to urge all points of the petition at appropriate forum in accordance with law.

Later, in due course of assessment, for the A.Y. 2009-10 the A.O had passed an order dated 28/03/2016 stating that the advances in subject matter given by the Company is not made for the business purpose of the Company and therefore the Capital Work In Progress must be reduced by Rs. 464.97 crores. A.O. has also observed that the expense has not been booked in P&L A/c, therefore no addition is being made to income of the assesse on this ground. This Order has been challenged by the Company at the appropriate forum, under Section 246A(1)(b) of the Income Tax Act, 1961.

However, the assessment proceedings of A.Y. 2008-09, has been referred by the A.O. to the Transfer Pricing officer and it is yet to attain the finality.

- Status of project

As your Directors have been reporting since long, that the Company's Crude Oil Refinery, which was proposed in 2007 at Haldia (West Bengal) with a capacity of 5 MMTPA, has become unviable due to non-availability of funds, restrictive order of SEBI, pending litigations, and unrecoverable advances paid to suppliers on account of non-fulfillment of financial obligations by company in time. As considerable time has lapsed the prospect of the project revival has also been bleaked. A detailed discussion in this respect was also presented in the previous year's report, including a discussion on the allotment of land admeasuring about 400 acres at Haldia by Haldia Development Agency (HDA), West Bengal, Environmental clearances, Civil construction etc. Considering that the situation has not been changed much, no such discussion is again included in this report.

- Future outlook

As reported above that the Company has filed an appeal against the final order of the SEBI dated 23rd October, 2013 in Securities Appellate Tribunal, which has not yet attained the finality. The Company's future is entirely dependent on the outcome of the SAT proceedings. In the current adverse circumstances any discussion on the project implementation is a futile and meaningless exercise as with passage of time your Company has survived almost half of the restrictive order of SEBI, and the chances of the revival of the project are bleak.

The previous contracts, agreements which were entered into w.r.t the implementation of refineries, have expired long back and now not in force. At this moment the Company has no operational project and no operational revenues accrue to the Company. Hence the future of the Company is completely dependent on positive or favourable orders of the SAT.

5. Change in the nature of business, if any

There was no change in the nature of business of the Company during the financial year 2015-16.

6. 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 are no changes and commitments, which are affecting the financial position of the Company from the end of the financial year, i.e., 31st March, 2016 till the date of this Report. i.e., 29th July, 2016.

7. 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

- Order dated 23rd October, 2013 passed by Securities and Exchange Board of India:

As reported earlier, SEBI Vide Interim Order dated 21st September, 2011 had issued directions to the Company not to issue equity or any other instruments convertible into equity or alter capital structure in any manner till further directions, which was confirmed on 30th December, 2011. The SEBI further issued a final order dated 23rd October, 2013 against the Company, which operative portions are as under:

a. That the Company will not issue equity shares or any other instruments convertible into equity shares or any other security, for a period of ten years.

b. Vide Interim Order dated September 21, 2011 (later confirmed through the Confirmatory Order on December 30, 2011), the Company was directed not to issue equity shares or any other instrument convertible into equity shares or alter their capital structure in any manner till further directions. In this context, the Company has already undergone the prohibition imposed vide the Interim Order for a period of approximately two years. In view of this factual situation, it is clarified that the prohibition already undergone by the Company pursuant to the aforementioned SEBI Order shall be reduced while computing the period in respect of the prohibition imposed vide this order.

From the above Order it is clear that the Company is restrained from issuing any further equity shares or any other instruments, convertible into equity shares or any other security, effectively for a period of eight years (approx) from the date of the order.

Hence, the Company has already undergone the prohibition imposed vide the Interim Order for a period of approximately two years before the final order and around three years from the date of final order, i.e., almost half of the prohibitory order of SEBI has been survived by the Company.

The Company's various efforts to restart the project also failed due to the embargo on issue of new equity by SEBI. The aforesaid order has also compelled the Company to stand still its project. The company finds it difficult to arrange funds for its day to day operations.

The aforesaid restrictive order has built such adverse circumstances, wherein the Company is not able to move ahead with its project and various contracts and agreements which were entered into and for which advances were paid have expired long back. The Management, in the previous financials has written off such advances, pre-operative expenses, consultancy fee and capital work in progress to give true and fair picture of the financials, though such writing off completely eroded the net worth of the Company.

The Auditors of the Company has taken note of the same and qualified their Report raising their apprehension on the going concern status of the Company. The management has given their detailed comments on such qualification of the Auditor's at the later part of this Report. Though it is pertinent to note that the ability of the Company to continue as a going concern is significantly dependent on getting a favourable order from SAT and the management is expecting for such favourable order.

8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company has adequately adopted the procedures to ensure the proper internal control, suitable policies and guidelines as required under various provisions of the Companies Act, 2013 and the Listing Agreement/Regulations are in place. These policies, e.g. Vigil Mechanism Policy/Whistle Blower Policy, Risk Management Policy are meant to adhere the proper guideline, rules and regulations to comply with the requirement of the law, to reduce the possible threats of fraud and to ensure the orderly and efficient conduct of the business of the Company. These policies and guidelines are adequately monitored by the designated Committees of the Board. The Members be further apprised that earlier the affairs of Risk Management were being looked after by the Risk Management Committee of the Company, however, the Board resolved to dissolve the said committee and terms of reference of the same shall be looked after by the Audit Committee of the Company.

The Company apart from the above has in place a system of Internal Control adequate in respect to the size and operations of the Company. M/s Amar Jeet Singh & Associates, had been the Internal Auditor of the Company for the financial year 2015-16. He has been conducting internal audit at regular intervals at every quarter ending. No material discrepancies have been reported by him during the period of his Audit. The Company prepared the financial information/Reporting as per the requisite requirements of the Companies Act, 2013 and the Listing Agreement, and placed it to the Audit Committee and Board for the approval, once approved the said financial results are submitted to the stock exchange and also placed on the website of the Company.

9. Details of Subsidiary/ Joint Ventures/ Associate Companies

The Company neither has any Subsidiary nor any Joint Venture or Associate Company. Since, the Company is not having any Subsidiary accordingly no policy has been formulated for determining Material Subsidiaries.

10. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement

The Company is not having any Subsidiary, Joint Venture or Associate Company.

11. Deposits

The Company has not accepted any deposits during financial year 2015-16 under the provisions of Chapter V of Companies Act, 2013.

12. Statutory Auditors

M/s VATSS & Associates, Chartered Accountants, (ICAI Firm Registration No.- 017573N) were appointed as Statutory Auditors of the Company for a period of 5 years in the previous Annual General meeting (AGM) of the Company held on 25th September, 2015 subject to ratification of their appointment by the members in every subsequent AGM. They have completed the audit of the Company for the financial year 2015-16. The Board hereby recommends appointment of M/s VATSS & Associates, Chartered Accountants as the statutory auditors of the Company for the financial year 2016-17 for ratification of the members. Members are requested to consider and ratify the same.

13. Auditor's Report

The Auditors have qualified their Audit Report issued to the Company, by stating the following qualification:

"Attention of the matters is invited to note no. 27(d) of the notes to accounts regarding the financial statements of the Company having been prepared on a Going concern basis, notwithstanding that due to continuous losses incurred by the Company during the past years and current year, the accumulated losses of the Company have far exceeded its net worth resulting in negative net worth on balance sheet date. The Company has written-off a substantial part of its Fixed Asset during the previous year. This situation indicates the existence of a material uncertainty that may cast a significant doubt on the Company's ability to continue as a Going concern."

The Board considered the aforesaid qualification and recorded its comment as below:

The board noted qualified opinion of the Auditors raising the concern on the ability of the Company to continue as going concern.

It is a matter of record that the Losses suffered during the previous years were on account of expenses incurred as pre-operational expenses of the project since 2011 during its project implementation phase. In 2011 SEBI has issued its interim order prohibiting the Company from entering into the capital market, or issuing any kind of securities and altering its capital structure. This order hugely impacted the capacity of the Company to raise funds and thus the project implementation process got slowed. The aforesaid order of the SEBI was further confirmed by the final order dated 23rd October, 2013. The said order has been challenged at Securities and Appellate Tribunal, for which the proceeding is going on. This restrictive order has brought this Company to be in a position where no project could be implemented and no source of income could be generated till date, which has in turn resulted into the accumulated losses for the Company over the years.

Before taking decision of such writing off of substantial part of the Fixed Assets during the previous financial year, the Board also took note of the Auditor's Observation, which was made by them in the meeting of the Board held on 10th February, 2015. The Board recorded the fact that the writing off of the Fixed Assets were required and mandated to give a true and fair picture of the financial statement.

The Board further took legal opinion on this matter from one of the leading law houses in Delhi, and after considering the various aspects of the legal opinion and also after considering the possibilities of recovery of the Capital advances or the enforceability of such Contracts (including novation), consented to write off these advances.

However, the Supreme Court Judgment of Salim Akbarali Nanji Vs Union of India (UOI) and Ors was taken note of.; In this case it was held that the concept of writing off debts is an internal management/ accounting procedure to clean up the balance sheet of a company. Such procedure/ decision to write off an advance/ debt can be resorted to even in cases where a party has not exhausted all the avenues for recovery of dues. It has no impact on the right of a party to proceed against the opposite party. Nor does it bar or render non-maintainable recovery proceedings.

The board recorded that the decision of writing off is necessary to give true and fair view of the financial statement of the Company, the Board decided to write off other Fixed Assets and advances, which is having similar nature as aforesaid and accordingly various advances, fixed assets and Pre-operative expenses were written off by the Board. Details of write offs are appropriately explained in the notes to the accounts.

The management is hoping to receive a favourable order from the SAT proceedings, which Company has initiated against the restrictive orders of the SEBI, which will positively impact the future of the Company. In view of the willingness to start the project once the favourable business conditions are in, the

Management has taken stand to continue the accounting of the business as Going Concern.

14. Share Capital

The Company's Capital Structure remains unchanged during Financial Year 2015-16.

15. Extract of the annual return

The extract of the annual return in Form No. MGT - 9 is annexed as Annexure -01.

16. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(A) Conservation of energy and Technology absorption The Company has not initiated its operations till date, no particulars in respect of conservation of energy and technology absorption have been furnished as per Section 134(3)(m) of the Companies Act, 2013. However in use of office appliances, precautions are taken to ensure saving of energy.

(B) Foreign exchange earnings and Outgo

There were no foreign exchange earnings and outgo during the year under review.

17. Corporate Social Responsibility (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed as Annexure-02.

18. Directors

A) Changes in Directors and Key Managerial Personnel (KMP):

Cessation of Directors/KMP:

- During the year under review, Mrs. Rekha Sarda had resigned from her office of the Chief Financial Officer (CFO) of the Company w.e.f. 29th July, 2015.

- Later, Ms. Monika Moorjani resigned from her office as Director of the Company w.e.f. 23rd March, 2016. Appointment of New Directors/KMP:

- Pursuant to the requirements of Section 203 read with Rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the office of CFO was vacant in the Company. Considering the said requirements, the Board resolved to appoint Mr. Raman Mallick as the new CFO of the Company w.e.f. 06th November, 2015 based on his qualifications, experience and background and also considering the present scenario of the Company. The members be further apprised that Mr. Raman Mallick had been previously employed in group Company and was handling all the account/finance and banking activities. He has been employed in group companies since previous 8 years and is acquainted with the positions of the Company.

- To meet the requirements of woman Director on Board as per Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, management approached and requested Ms. Monika Moorjani to consider joining the Board once again, Ms. Moorjani, consented to be appointed again as a Director of the Company under Independent - Non Executive & Woman Category w.e.f. 27th May, 2016.

Reappointment of Directors:

Ms. Monika Moorjani is being taken on the Board as an Additional Director, whose office of Directorship in the Company shall continue till the date of ensuing Annual General Meeting of the Company. The Company has received notices under Section 160 (1) of the Companies Act, 2013 from member(s) proposing her candidature for appointment as director. The Board of Directors has recommended her appointment and a suitable resolution is being moved through AGM Notice for the necessary approval of the shareholders.

Further, subject to the provisions of Section 152(6) of Companies Act, 2013, Mr. Deep Kumar Rastogi, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. Brief resume of directors seeking appointment and re-appointment along with other details as stipulated under Regulation 36 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, are provided in the AGM Notice for convening the Annual General Meeting.

B) Declaration by an Independent Director(s) & Re- appointment, if any

All Independent Directors have submitted declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) (b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

C) Details of training imparted to Independent Directors

Every new Independent Director inducted on the Board attends an orientation program in which he/she is familiarized with the strategy, operations and Status of the Company. They are further briefed with history of the Company and also handed over a Copy of the bunch of Company's Annual Reports, its Memorandum and Articles of Association, various policies and the Code of Conduct of the Company. One familiarization program was conducted on 06th November, 2016, details of the same are placed on the website of the Company, a web link thereto is given below:

http://www.cals.in/Familiarisation_Program.pdf Further, at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, functions and duties/responsibilities as a Director. The Format of the letter of appointment is provided on our website, a web link thereto is given below:

http://www.cals.in/Data/Documents/Cals%20Refineries%20-%20OD%20-%20Model%20LOI%20-%20Independent%20Directors.pdf

D) Formal Annual Evaluation

The Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 states that a formal annual evaluation needs to be made by the Board of its own performance its committees, Chairman and individual Directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

The Independent Directors of the Company in their meeting held on February 09, 2016 reviewed the performance of the Non Independent Directors, in case of our Company, Mr. Deep Kumar Rastogi, the Executive Chairman of the Company and the Board as a whole. Further, the Board of Directors in their meeting held on May 27, 2016 evaluated the performance of all the Independent Directors based on set questioners circulated to the Board. Also, the Nomination and Remuneration Committee in meeting held on May 27, 2016, evaluated every director's performance. On the Basis of the above evaluations, the performance of the entire Board, Executive Directors and Independent Directors were found satisfactory, specially taking into consideration the existing circumstances, in which the Company is operating.

19. Number of meetings of the Board of Directors

The Board met 6 times during the year, the details of which are given in Corporate Governance Report forming part of this annual report. The intervening gap between any two meetings was within the prescribed time limit under Companies Act, 2013.

20. Audit Committee

During the year, the Audit Committee was constituted with Mr. Sameer Rajpal, Chairman of the Committee, Mr. Pranav Kumar and Mr. Deep Kumar Rastogi.

A detailed description about the audit Committee is given in the Corporate Governance Report, forming part of the Director's Report.

Further all recommendations made by Audit Committee during the year were accepted by the Board.

21. Details of establishment of vigil mechanism for directors and employees

The Company has in place a Vigil Mechanism/Whistle Blower Policy framed as per the requirements of Section 177 of Companies Act, 2013 and Clause 49(II)(F) of the Erstwhile Listing Agreement [Now Regulation 22 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015]. A weblink to the policy is mentioned below:

http://www.cals.in/Data/Documents/Cals%20Refineries%20-%20OD%20-%20Vigil%20Mechanism.pdf

22. Nomination and Remuneration Committee

The policy formulated by the Board relating to the remuneration for the Directors, Key Managerial Personnel and other employees and also the Criteria for determining the Qualifications, positive attributes and Independence of a Director pursuant to Section 178(3) of Companies Act, 2013 is annexed as Annexure-03 to this Report.

23. Particulars of loans, guarantees or investments under section 186

The Company has not granted any Loans, extended any Guarantees or made Investments during the Financial year 2015-16, pursuant the provisions of Section 186 of Companies Act, 2013.

24. Particulars of contracts or arrangements with related parties

The Company has not made any contracts with related parties pursuant to Section 188 of Companies Act, 2013.

However, your Company has been obtaining loan from Nyra Holdings Pvt. Ltd. a related party as per Section 2 (76) of the Companies Act, 2013, to meet its day to day financial needs and also to meet the statutory dues, necessary compliances and the legal expenses. Such arrangements of obtaining loan from related party falls into the category of material related party transaction as per Regulation 22 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Further, Explanation to Regulation 23(1) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 differentiates between a related party transaction and a material related party transaction, it prescribes the limit of the transaction which will be treated as the material related party transaction i.e., "transaction/s with related party being entered individually or taken together with previous transaction during a financial year, exceeds 10% of the annual consolidated turnover of the Company as per the last audited financial statement, will be material related party transaction. Sub Regulation 8 of this Regulation mandates that all existing material related party transactions entered into prior to the date of notification of these regulations, i.e., 02nd September, 2015 and which may continue beyond such date shall require approval of the shareholders in the first General Meeting, subsequent to notification of these regulations. This is to note that, pursuant to clause 49 (VII)(B) of the erstwhile Listing Agreement, which correspond to the aforesaid Regulation 23 of the Listing Regulations, the Company has already taken the requisite approval of the shareholders in this respect in the Annual General Meeting held in the previous year on 25th September, 2015, that is the 1st General Meeting held after the notification of the Listing Regulations. Hence the approval of the shareholders to enter into such material related part transaction is in place and Company has complied with the requirements.

As on the date of the Balance sheet of 31st March, 2016, your company has borrowed a sum of Rs. 8,08,90,000/from Nyra Holdings Private Limited, however in the financial year 2015-16, the total borrowing from the said related party was Rs. 1,26,30,000/-.

Moreover, the Company has formulated a policy on materiality of related party transactions and also on dealing with Related Party Transactions which can be downloaded from the link mentioned below:

http://www.cals.in/Data/Documents/Cals%20Refineries%20- %20OD%20-%20RPT%20Policy.pdf

25. Managerial Remuneration

Disclosure pursuant to Section 197(12) of Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided below:

i) The Ratio of the remuneration of each Director to the Median remuneration of the employees of the Company for the year 2015-16:

Directors

Nature of Directorship

Ratio

Mr. Deep Kumar Rastogi

Whole time Director & Executive Chairman

N.A.*

Mr. Pranav Kumar

Non-Executive Independent Director

1:9.948

Mr. Sameer Rajpal

Non-Executive Independent Director

1:9.948

Mrs. Monika Moorjani

Non-Executive Independent Director

1:19.896

*Mr. Deep Kumar Rastogi had opted not to withdraw any remuneration while he was appointed as Whole Time Director.

ii) The percentage increase in remuneration of each Director, CFO, CEO, CS or Manager in the financial year:

There was no increase in the remuneration of any of the Director during the financial year 2015-16.

The remuneration (as per the provision of section 17 (1) of Income Tax Act, 1961) of Company Secretary of the Company has been increased by 3.07% respectively from financial year 2014-15, Mr. Raman Mallick was appointed as the CFO of the Company during the financial year, hence no percentage increase in his remuneration is recorded.

iii) The percentage increase in the median remuneration of employees in the financial year:

The median remuneration of employees has been reduced from the previous year due to the difference in the salary being paid to the Mrs. Rekha Sarda, the Ex-CFO of the Company and Mr. Raman Mallick, the current CFO of the Company.

iv) The number of permanent employees on the rolls of Company:

During the year 2015-16, there were 3 employees on the rolls of the Company. New CFO Mr. Raman Mallick was appointed at the place of outgoing CFO of the Company in the middle of the year, hence as on 31st March, 2016, only 3 employees were continuing on the rolls of the Company.

v) Average percentile increase already made in the salaries of employees other than managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

As reported above total 3 employees are on the rolls of the Company, out of which two being the KMPs (CS & CFO) and one other employee in the operations department. There has been no increase in the remuneration of any employee other than Company Secretary of the Company during the reporting period. The CFO of the Company was appointed during the year, hence, no such increment in his salary was made during the year, however the third employee works for the operations department, and considering the fact that the project could not take off, the work relating to operational activity is very limited and confined. The management, for the aforesaid reasons, did not consider the increase in his remuneration, during the year.

vi) The Remuneration is as per the remuneration policy of the Company.

vii) The names of Top 10 employees in terms of remuneration are:

S.

No.

Name of employee

Designation

1

Mr. Suvindra Kumar

Company Secretary

2

Mr. Raman Kumar

Chief Financial

Mallick

Officer

3

Mr. Debashish Bera

Officer Commercial

viii) There were no employees in the Company during the year who were in receipt of remuneration in excess of Rs. 1,02,00,000/- per annum or Rs. 8,50,000/- per month.

26. Secretarial Audit Report

A Secretarial Audit Report in Form No. MR-3 for the Financial year 2015-16 given by M/s. KBK & Co., Company Secretaries is annexed as Annexure-04 with this report.

The following disclosures have been made by the Secretarial Auditor in his report, requiring explanation:

”Share application money for an amount of Rs 1,57,57,463/remains pending for allotment.”

Explanations given:

Since the situation w.r.t the circumstances in this matter has not changed, hence the explanation to the Secretarial Auditor was the same as given earlier, which state as below:

It has been explained to the Secretarial Auditor that the above mentioned amount of Rs. 1,57,57,463/- is part of FDI, which was received from M/s Abboro Limited, a foreign Body Corporate. This amount is pending for allotment due to the restrictive order of SEBI dated 23rd October, 2013 which has restricted the Company from accessing the Capital markets and/or issuing shares and/or any other instruments convertible into equity or altering its capital structure. Though the Company through its letter dated 12th May, 2015 and reminder letter dated 29th May and 7th December, 2015 had asked for a special permission from SEBI, under intimation of Registrar of Companies, NCT of Delhi and Haryana, for the relaxation in its order, so that the equity shares could be allotted to M/s Abboro Limited.

The same fact has been suitably recorded by the Secretarial Auditor in his Report.

27. Risk management policy

Pursuant to the requirements of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Earlier Clause 49(VI) of the Listing agreement), the Board had constituted the Risk Management Committee and had also laid down the Risk Management Plan of the Company. The Committee was responsible for the monitoring and reviewing of the Risk Management Plan. The Major element of Risk which may threaten the existence of the Company is to be identified and laid down in the Risk Management Plan of the Company.

However, as per Regulation 21(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the provisions of Clause 49(VI)(C) [Now, Regulation 21(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015] states that the risk management committee are applicable only to top 100 listed Companies based on the market Capitalization as at the end of the immediate previous financial year.

In light to the aforesaid situation, the Company was not required to maintain the said Committee as it do not stand in the top 100 listed Companies, based on the said market capitalization. Hence the Board in their meeting held on 09.02.2016 dissolved the said Committee with immediate effect.

It was ensured that the Risk Management System/policy of the Company is now to be looked after by the Audit Committee. The system to analyze the Risk Management is implemented in such way that it is commensurate with the Nature, Size and Operations of the Company. The Committee shall look after the areas of Financial Risk and Controls etc.

28. Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under Regulation 21(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the stock Exchange forms part of this Report.

29. Corporate Governance Report

A separate Section on Corporate Governance forming part of the Director's Report and a certificate from the Practicing Company Secretary confirming compliance of the Corporate Governance Norms as stipulated in Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included with this Annual Report.

30. Listing of Securities

The Securities of your Company are currently listed with Bombay Stock Exchange (BSE) with ISIN- INE40C01022 and scrip code 526652. The Company has paid listing fee to the Bombay Stock Exchange for the financial year 2015-16. All compliances with respect to the listing agreement/regulations is being made in regular course.

31. Director's Responsibility Statement

In terms of the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that -

(a) in the preparation of the annual accounts, 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 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 and 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

32. Acknowledgements

Your Directors wish to place on record their appreciation for the Co-operation and Assistance received from Regulatory Bodies, Government, Bankers, Shareholders, business associates and various other Stakeholders who have extended their valuable, sustained support and encouragement during the year under review. The Directors would also like to place on record a hearty thanks to the management and the employees of the Company, who have been standing with the Company and giving their tireless support in the adverse circumstances.

For and on behalf of the Board of Directors

(Deep Kumar Rastogi) (Sameer Rajpal)

Executive Chairman Director

DIN : 01229644 DIN : 05184612

Place : New Delhi

Date : 29.07.2016

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