DIRECTOR’S REPORT

To the Members,
Your Directors have pleasure in submitting their Annual Report of the Company together with the Audited
Statements of Accounts for the year ended 31st March 2019

FINANCIAL SUMMARY Amount in Rs

Particulars As at the end of As at the end of previous
current reporting reporting period 31st
period 31st March March 2018
2019
Total Revenue NIL NIL
Total Expenses NIL NIL
Profit or Loss before Exceptional and
NIL NIL
Extraordinary items and Tax
Less: Exceptional Items NIL NIL
Less: Extraordinary Items NIL NIL
Profit or Loss before Tax NIL NIL
Less: Current Tax NIL NIL
Deferred Tax NIL NIL
Short provision of Income Tax NIL NIL
Profit or Loss After Tax NIL NIL

DIVIDEND
No Dividend was declared for the current financial year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND

PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend
declared and paid last year.

TRANSFER OF RESERVE
Company has decided not to transfer any amount to reserve during Financial year ended 31 st March,
2019.

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

Your Directors are optimistic about company’s business and hopeful of better performance with
increased revenue in next year. There was no change in the nature of business of company.

WEB LINK OF ANNUAL RETURN, IF ANY.

The Company doesn’t having any website.

CREDIT RATING
The Company owns resources are very much sufficient and does not require much borrowing, therefore
no Credit Rating is required.

VIGIL MECHANISM
The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies
(Meetings of the Board and its Powers) Rules, 2013 is not applicable to the Company.

SEXUAL HARASSMENT
The Company has zero tolerance for sexual harassment at the workplace committed to provide a safe
and conductive work environment to its employees. During the year under review, no case of sexual
harassment was reported.
LOANS, GUARANTEES AND INVESTMENTS
There were no Loans, Guarantees and Investments made by the company covered under the provisions
of Section 186 of the Companies Act, 2013 during the year under review and the said provision is not
applicable.

DEPOSITS
The Company has not accepted any deposits during the year under review.

CHANGE IN DIRECTORSHIP
During the year under review there are no changes in the constitution of Board of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPS)

In view of the applicable provisions of the Companies Act, 2013, the Company is not mandatorily
required to appoint any whole time KMPs.

MEETINGS OF THE BOARD OF DIRECTORS

During the financial year ended 31st March, 2019, 3 (Three) Meetings of the Board of Directors of the
Company was held on 14.11.2018, 16.01.2019 & 30.03.2019. Proper notices were given and the
proceedings were properly recorded and signed in the Minutes Book as required by the Articles of
Association of the Company and the Act.

RISK MANAGEMENT
The Company has a Business Risk Management framework to identify, evaluate business risks and
opportunities. This framework seeks to create transparency, minimize adverse impact on the business
objectives and enhance the Company’s competitive advantage. The same has also been adopted by
your Board and is also subject to its review from time to time.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to financial statements.
During the year under review, such controls were tested and no reportable material weakness in the
design or operation was observed.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS.

There are no significant material orders passed by the Regulators / Courts which would impact the
going concern status of the Company and its future operations.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby
submit its responsibility Statement:

(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;
(e) the Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining
to laying down internal financial controls is not applicable to the Company; 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.

RELATED PARTY TRANSACTIONS

All related party transactions, if any that were entered into during the financial year ended 31 st March,
2019 were on an arm’s length basis and were in the ordinary course of business. Therefore, the
provisions of Section 188 of the Companies Act, 2013 were not attracted. Further, there are no
materially significant related party transactions during the year under review made by the Company
with Promoters, Directors or other designated persons which may have a potential conflict with the
interest of the Company at large. However, disclosure in Form AOC-2 is made by the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not been covered under Corporate Social Responsibility initiatives as the said
provisions are not applicable.

BOARD’S COMMENT ON THE AUDITORS’ REPORT

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts
and accounting policies are self-explanatory.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION

(12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE
CENTRAL GOVERNMENT.

There have been no instances of fraud reported by auditor during the year under review.

STATUTORY AUDITORS

M/s Manabendra Bhattacharya & Co. Chartered Accountants were appointed as Statutory Auditors
for a period of 5 years in the Annual General Meeting held in the year 2019 from 2019-2024 and are
eligible for reappointment, subject to ratification of members at ensuing Annual General Meeting of the
company.

STATE OF THE COMPANY’S AFFAIRS AND FUTURE OUTLOOK

There has been no change in the nature of business of the Company during the financial year ended 31st
March, 2019.
The Company’s revenue from operations, profit before tax and earnings per share remain marginally
increase in the year under review compare to previous year.
In the current year the company expects to have a better rate of growth in revenue generation of the
company as well as of profit.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred
between the end of the financial year to which this financial statement relates and the date of this report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in form no. MGT-9 as required under Section 92 of the Companies Act,
2013 for the financial year ending March 31, 2019 is annexed hereto as Annexure 1 and forms part of
this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was
no foreign exchange inflow or Outflow during the year under review.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has Conifer Engineering Private Limited as its Associate Company during the year
under review.
DEPOSITS
The Company has neither accepted nor renewed any deposits during the year under review.

DIRECTORS
There was no Director who was appointed/ceased/reelected/reappointed during the year under review.
Company is not mandatorily required to appoint any whole time Key Management Personnel (KMP).

DECLARATION OF INDEPENDENT DIRECTORS

The provisions of Section 149 for appointment of Independent Directors do not apply to the company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO

FINANCIAL STATEMENTS
The Company has in place adequate internal financial controls with reference to financial statements.
During the year under review, such controls were tested and no reportable material weakness in the
design or operation were observed.

COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF

REMUNERATION AND DISCHARGE OF THEIR DUTIES
The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee
are not applicable to the Company

DECLARATION OF INDEPENDENT DIRECTORS

The provisions of Section 149 for appointment of Independent Directors do not apply to the company.

SHARE CAPITAL
The paid-up Equity Share Capital as on March 31, 2019 was Rs. 1.00 lacs During the year under
review, the Company has not issued shares with differential voting rights nor granted stock options nor
sweat equity. As on March 31, 2019, the details of the shareholding by the Directors of the Company
are set out in the Notes Forming parts of Accounts.

ACKNOWLEDGMENT
Your Directors wish to place on record their appreciation of the contributions made by employees at all
levels towards the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and
shareholders of the Company for their continued support.

Date: 19.09.2019 FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place: Kolkata TAMAM HOSSAIN ENTERPRISE PRIVATE LIMITED

Tamam Hossain Amir Hossain

Director Director
DIN: 08275055 DIN: 08275056