You are here » Home » Companies » Company Overview » Twenty First Century Management Services Ltd

Twenty First Century Management Services Ltd.

BSE: 526921 Sector: Financials
NSE: 21STCENMGM ISIN Code: INE253B01015
BSE LIVE 14:32 | 09 Dec 21.15 0.05
(0.24%)
OPEN

21.40

HIGH

21.40

LOW

21.15

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 21.40
PREVIOUS CLOSE 21.10
VOLUME 502
52-Week high 35.30
52-Week low 15.90
P/E
Mkt Cap.(Rs cr) 22.21
Buy Price 21.15
Buy Qty 1210.00
Sell Price 21.40
Sell Qty 7.00
OPEN 21.40
CLOSE 21.10
VOLUME 502
52-Week high 35.30
52-Week low 15.90
P/E
Mkt Cap.(Rs cr) 22.21
Buy Price 21.15
Buy Qty 1210.00
Sell Price 21.40
Sell Qty 7.00

Twenty First Century Management Services Ltd. (21STCENMGM) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 29thANNUAL REPORT of yourcompany together with the Auditor’s Report for the year ended 31st March2015.

FINANCIAL HIGHLIGHTS

The Financial Results for the year ended 31st March 2015.

Rupees in Lacs
31/03/2015 31/03/2014
Profit / (Loss) from capital market operations 3677.50 91.26
Other Income 35.29 17.09
Profit / (Loss) before Depreciation & Tax 3403.94 (15.42)
Interest 0.00 0.00
Depreciation 12.13 10.98
Profit / (Loss) before tax 3391.81 (26.40)
Provision for tax 900.00 0.00
Deferred tax 2.31 (0.78)
Profit / (Loss) after tax 2489.50 (25.65)

BUSINESS & PERFORMANCE

During the year under review the Company has made profit of 2489.50 lacs against lossof Rs.25.65 lacs in the last financial year. Our company had shifted the focus toconcentrate on core business of investments.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2015 was Rs.10.50 crore. During theyear under review the company has reissued 42700 forfeited shares of Rs.10 each at apremium of Rs.25 per share to one of the Directors of the company.

The company has redeemed 750000 – 12% CUMULATIVE NON-CONVERTIBLE REDEEMABLEPREFERENCE SHARES of the face value of Rs.100 each aggregating Rs.7.50 crore out of theprofits of the company during the financial year 2014-15.

DIVIDEND

The Directors are pleased to recommend payment of the dividend (20%) of Rs.2 per shareof the face value of Rs.10 each for the financial year 2014-15.The dividend if approved bythe Members at the Annual General Meeting will absorb a sum of Rs. 251.99 lacs inclusiveof taxes which is provided for in the books.

Your Company has not declared and paid any dividend during the financial year 2013-14due to inadequacy of profits.

TRANSFER TO GENERAL RESERVE

Your Company proposes to transfer Rs. 100 lakhs to the General Reserve

HUMAN RESOURCES

The well disciplined workforce which has served the company for the last 5 years liesat the very foundation of the company’s major achievements and shall well continuefor the years to come. The management continuously carries out systematic appraisal ofperformance and imparts training at periodic intervals to its dedicated work force. Thecompany has always recognized talent and has judiciously followed the principle ofrewarding performance.

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 in place apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under. During the financial year2014-15 the Company has not received any complaints on sexual harassment.

DOCUMENTS PLACED ON THE WEBSITE (www.tcms.bz)

The following documents have been placed on the website in compliance with the Act:

• Details of Unpaid dividend as per section 124(2)

• Corporate Social Responsibility Policy as per section 135(4)(a)

• Financial Statements of the Company and consolidated financial statements alongwith relevant documents as per third proviso to section 136(1)

• Separate audited accounts in respect of subsidiaries as per fourth proviso tosection 136(1)

• Details of vigil mechanism for Directors and employees to report genuineconcerns as per proviso to section 177(10)

• The terms and conditions of appointment of Independent Directors as per ScheduleIV to the Act.

• The code of conduct for Board of Directors and Senior Managers

• Familiarization Program for the Independent Directors

• Policy on Related Party Transactions

• Code of conduct for insider trading and Corporate Disclosure Practices

SUBSIDIARY COMPANIES

Your Company has one subsidiary viz. TWENTYFIRST CENTURY SHARES AND SECURITIESLIMITED. There are no associate companies within the meaning of Section 2(6) of theCompanies Act 2013 ("Act"). Further there has been no material change in thenature of business of the subsidiaries.

Shareholders interested in obtaining a copy of the audited annual accounts of thesubsidiary company may write to the Company Secretary.

In terms of proviso to sub section (3) of Section 129 of the Act the salient featuresof the financial statement of the subsidiaries is set out in the prescribed form AOC-1which forms part of the annual report.

Performance and financial position of the subsidiary companies is given in Annexure-V.

CORPORATE GOVERNANCE REPORT MANAGEMENT DISCUSSION & ANALYSIS AND OTHER INFORMATIONREQUIRED UNDER THE COMPANIES ACT 2013 AND LISTING AGREEMENT

As per Clause 49 of the listing agreement entered into with the stock exchangesManagement Discussion and Analysis Report (ANNEXURE – III) and Corporate GovernanceReport with Auditors’ Certificate thereon (ANNEXURE-IV) are attached and form part ofthis report.

Various information required to be disclosed under the Act and the Listing Agreement isset out in the ANNEXURE-I and forms part of this report.

Technology Absorption & Foreign Exchange Inflow & Outgo

Company’s business does not require any technology absorption and hence noreporting is required to be furnished under this heading.

Foreign Exchange inflow and outflow during the year is Nil.

CORPORATE SOCIAL RESPONSIBILITY

Even though the provisions of Companies Act 2013 regarding Corporate SocialResponsibility are not attracted to the company yet the Company has been over the yearspursuing as part of its corporate philosophy an unwritten CSR policy.

During this financial year 2014-15 the company has made reasonably good profit.Accordingly the company has formed CSR Committee to pursue the CSR policy which goes muchbeyond mere philanthropic gestures and integrates interest welfare and aspirations of thecommunity with those of the Company itself in an environment of partnership for inclusivedevelopment.

Your company knows the importance of Corporate Social Responsibility (CSR) activitiesof the company under the recently introduced provisions of the Companies Act 2013.Accordingly a committee has been formed under the chairmanship of Mr.Sundar Iyer –Chairman of the company. The committee is studying various projects and the activitieswhich can be undertaken by the company and are conscious that these activities must be forthe benefit of the community who need to be nurtured.

BOARD EVALUATION

Pursuant to the provisions of companies Act 2013 and clause 49 of the ListingAgreement the Board has carried out annual performance evaluation of its own performancethe directors individually as well the evaluation of the working of its Audit Nomination& Remuneration and Stakeholder committee. The manner in which the evaluation has beencarried out has been explained in Corporate Governance Report.

DEPOSITS

Your Company has not accepted any deposits from the public during the year underreview. There are no outstanding deposits as on 31st March 2015.

DIRECTORS

At the 28th Annual General Meeting of the company held on 27thJune 2014 the company had appointed the existing independent director Shri S.Hariharan(DIN 02545610) as independent director under the companies Act 2013 for a period of 5years commencing from 27thJune 2014.

The Independent Director has given declaration that he meets the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and clause 49 oflisting agreement.

At a board meeting held on 21st April 2015 the board had appointed Mrs. Sita Sunil (DIN00041722) as an Independent Woman Director for a period of 5 years till 20th April 2020.

Mr Sundar Iyer Director (DIN 00481975) of the company shall retire by rotation at theensuing Annual General Meeting and being eligible offer himself for re-appointment.

Mr.Iyer Vishwanth – Independent Director (DIN 00137166) of our company shallretire by rotation at the ensuing Annual General Meeting and being eligible offer himselffor re-appointment. Mr.Iyer Vishwanath is appointed as Independent Director for a periodof 5 years commencing from 17th July 2015.

As stipulated in terms of Clause 49 of the listing agreement with the stock exchangesthe brief profile of Mr Sundar Iyer Mr.Iyer Vishwanath and Mrs. Sita Sunil is providedin the report on corporate governance which forms an integral part of this Annual Report.

AUDITORS

STATUTORY AUDITORS

Messrs. Lakhani & Lakhani Mumbai Chartered Accountants (Registration Number115728W) have been appointed as statutory auditors of the company at the last AnnualGeneral Meeting held on 27th June 2014 from the conclusion of 28th Annual General Meetingtill the conclusion of 29th Annual General Meeting of the company.

The Board of Directors of the company has recommended the appointment of Messrs.Lakhani & Lakhani Mumbai Chartered Accountants (Registration Number 115728W) asstatutory auditors of the company from the conclusion of 29th Annual GeneralMeeting till the conclusion of 33rd Annual General Meeting of the companysubject to the ratification of appointment of Statutory Auditors at every annual generalmeeting by the shareholders.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Lakshmmi Subramanian & Associates Practising Company Secretaries (CPNo.1087 FCS 3534)Company Secretaries to undertake the secretarial audit of the company.The Secretarial Audit Report is annexed herewith as ‘Annexure VI’.

INTERNAL AUDITORS

All the investments related activities are done under the direct supervision of theChairman of our company. As per the provisions of the Companies Act 2013 the company hasappointed M/s. Om Prakash S. Chaplot & Co Chartered Accountants as an InternalAuditor for the company for the financial year 2014-15..

The Company proposes to continue their services and appoint M/s. Om Prakash S. Chaplot& Co Chartered Accountants as an Internal Auditor for the financial year 2015-16 toensure proper and adequate systems and procedures commensurate with its size and nature ofits business.

ACKNOWLEDGEMENTS

The Board of Directors would like to thank all employees of the Company and alsoCompany’s shareholders auditors customers and bankers for their continued support.

CAUTIONARY STATEMENT

The statements contained in the Board’s Report and Management Discussion andAnalysis contain certain statements relating to the future and therefore are forwardlooking within the meaning of applicable securities laws and regulations. Various factorssuch as economic conditions changes in government regulations tax regime other statuesmarket forces and other associated and incidental factors may however lead to variation inactual results.

For and on behalf of the Board
Place: Mumbai SUNDAR IYER
Date : 10.06.2015 Chairman

ANNEXURE-I

1. EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under Sub-Section (3) of Section 92 of theCompanies Act 2013 ( the "Act") is enclosed at Annexure-II in the prescribedform MGT-9 and forms part of this Report.

2. NUMBER OF MEETINGS OF THE BOARD

Eight (8) meetings of the Board of Directors of the Company were held during the year.For details of the meetings please refer to the Corporate Governance Report which formspart of this Report.

3. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a. that in the preparation of the annual financial statements for the year ended March31 2015 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b. that such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgement and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2015 and of the profit of the Company for the year ended on thatdate;

c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

4. INDEPENDENT DIRECTORS’ DECLARATION

Mr. Iyer Vishwanath Mr.S.Hariharan and Mrs. Sita Sunil who are Independent Directorshave submitted a declaration that each of them meets the criteria of independence asprovided in Sub-Section (6) of Section 149 of the Act and revised Clause 49 of the ListingAgreements. Further there has been no change in the circumstances which may affect theirstatus as independent director during the year.

5. POLICY OF DIRECTORS’ APPOINTMENT AND REMUNERATION

Company’s policy on Directors’ appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under section 178(3) of the Act are covered in CorporateGovernance Report which forms part of this Report. Further information about elements ofremuneration package of individual directors is provided in the extract of Annual Returnas provided under Section 92(3) of the Act is enclosed at Annexure-II in the prescribedform MGT-9 and forms part of this Report.

6. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Directors and members of Senior Management have affirmed compliance with the Codeof Conduct for Directors and Senior Management of the Company. A declaration to thiseffect has been signed by Mr. Sundar Iyer Chairman & Chief Executive Officer andforms part of the Annual Report.

7. RELATIONSHIP BETWEEN DIRECTORS INTER-SE

Mr.Krishnan Muthukumar Non-Executive Director is related to Mr.Sundar Iyer Chairmanand Chief Executive Officer of the company. None of the other Directors are related toeach other within the meaning of the term "relative" as per Section 2(77) of theAct and clause 49(VIII)(E)(2) of the revised listing agreements.

8. AUDITOR’S REPORT

M/s. Lakhani & Lakhani Chartered Accountants auditors of the company retire atthe ensuing Annual General Meeting and are eligible for reappointment.

Auditors of the company in their report made an observation that the company hasgranted interest free loans of Rs.2272 lacs to the company listed in the registermaintained under section 189 of the Companies Act 2013. But the said loans advanced to thesubsidiary company amounting to Rs.2272 lacs are doubtful of recovery and the company hasnot provided for Doubtful Loans & Advances amounting to Rs.2272 lacs. Regarding theobservation for non-provision for Doubtful Loans & Advances amounting to Rs.2272 lacsmade to the subsidiary company the management is of the opinion that the subsidiarycompany is making efforts in recovering the Trade Receivables of the company. Further weunderstand that the subsidiary company is also negotiating the sale of office premisesowned by it and the sale transaction is to be completed by July 2015 which will result inrecovery of interest free loans from the subsidiary company. Hence the company has notprovided for the interest free loans as Doubtful Loans & Advances amounting to Rs.2272lacs made to the subsidiary company.

9. SECRETARIAL AUDITORS’ REPORT

M/s Lakshmmi Subramanian & Associates Practicing Company Secretaries havesubmitted the Secretarial Auditor’s Report for the financial year ended 31st March2015 and is attached as ANNEXURE- VI

10. PARTICULARS OF LOANS GUARANTEES

AND INVESTMENTS

There have been no loans guarantees and investments under Section 186 of the Actduring the financial year 2014-15.

11. TRANSACTIONS WITH RELATED PARTIES

The Company has entered into contract / arrangements with the related parties in theordinary course of business and on arm’s length basis. Thus provisions of Section188(1) of the Act are not applicable.

12. DIVIDEND

The Directors are pleased to recommend payment of the dividend (20%) of Rs.2 per shareof the face value of Rs.10 each for the financial year 2014-15. The dividend if approvedby the members at the Annual General Meeting will absorb a sum of Rs.251.99 lacsinclusive of taxes which is provided for in the books.

Your company had not declared and paid any dividend during the financial year 2013-14due to inadequacy of profits.

13. TRANSFER TO GENERAL RESERVE

Your Company proposes to transfer Rs. 100 lakhs to the General Reserve

14. MATERIAL CHANGES BETWEEN THE

END OF FINANCIAL YEAR AND THE DATE OF REPORT

There are no material changes and commitments occurred between the end of the financialyear of the company to which the financial statements relate and the date of the reportaffecting the financial position of the company.

15. TECHNOLOGY ABSORPTION & FOREIGN

EXCHANGE INFLOW & OUTGO

Company’s business does not require any technology absorption and hence noreporting is required to be furnished under this heading.

Foreign Exchange inflow and outflow during the year is Nil.

16. CORPORATE SOCIAL RESPONSIBILITY

Even though the provisions of Companies Act 2013 regarding Corporate SocialResponsibility are not attracted to the company yet the Company has been over the yearspursuing as part of its corporate philosophy an unwritten CSR policy. During thisfinancial year 2014-15 the company has made reasonably good profit. Accordingly thecompany has formed CSR Committee to pursue the CSR policy which goes much beyond merephilanthropic gestures and integrates interest welfare and aspirations of the communitywith those of the Company itself in an environment of partnership for inclusivedevelopment. Your company knows the importance of Corporate Social Responsibility (CSR)activities of the company under the recently introduced provisions of the Companies Act2013. Accordingly a committee has been formed under the chairmanship of Mr.Sundar Iyer– Chairman of the company. The committee is studying the various projects and theactivities which can be undertaken by the company and are conscious that these activitiesmust be for the benefit of the community who need to be nurtured.

17. EVALUATION OF DIRECTORS BY

INDEPENDENT DIRECTORS’ MEETING

During the year under review the Independent Directors met on March 30 2015 interalia to: i. Review the performance of non-independent directors and the Board as a wholeii. Review the performance of the Chairperson of the company taking into account theviews of executive directors and non-executive directors iii. Assess the quality quantityand timeliness of flow of information between the company management and the Board that isnecessary for the Board to effectively and reasonably perform their duties

18. EVALUATION OF INDEPENDENT

DIRECTORS BY DIRECTORS’ MEETING

During the year under review the Directors (other than Independent Directors) met onMarch 30 2015 inter alia to: i. Review the performance of the independent directors ofthe company taking into account the views of executive directors and non-executivedirectors; ii. Assess the quality quantity and timeliness of flow of information betweenthe company management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

19. INTERNAL CONTROL

The information about internal controls is set out in the Management Discussion &Analysis report which is attached and forms part of this Report.

20. RISK MANAGEMENT

The Risk Management is overseen by the Audit

Committee of the Company on a continuous basis. The Committee oversees Company’sprocess and policies for determining risk tolerance and review management’smeasurement and comparison of overall risk tolerance to established levels. Major risksidentified by the businesses and functions are systematically addressed through mitigatingactions on a continuous basis. For details please refer to the Management Discussion andAnalysis report which form part of the Board Report.

21. FAMILIARIZATION PROGRAM FOR

INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization program of the independentdirectors as detailed in the policies framed and uploaded in the website.

22. VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns. For details please refer to the policies framed and uploaded inthe website.

23. PERFORMANCE AND FINANCIAL

POSITION OF SUBSIDIARIES

TWENTYFIRST CENTURY SHARES AND SECURITIES LIMITED wholly owned subsidiary of yourcompany was formed to become a Trading Member of National Stock Exchange of India Limitedin the year 1994. As the business of the subsidiary was economically unaviable the Boardof the subsidiary has decided to surrender the Trading Membership of National StockExchange of India Limited in August 2013 and the same was approved by NSEIL and SEBI inDecember 2014. At present there is no activity in the subsidiary. The Board of Directorsof the subsidiary are exploring new avenues of business to be pursued in the financialyear 2015-16.

Financial position of the subsidiary is provided in a separate statement AOC-1 -ANNEXURE-V attached to the Financial Statement pursuant to first proviso to Section129(3) of the Act.

24 . PARTICULARS OF REMUNERATION

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is as follows: The particulars of the employees who are covered by theprovisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are: a) Employed throughout the year Nil b) Employedfor part of the year Nil The remuneration paid to all Key management Personnel was inaccordance with remuneration policy adopted by the company. Particulars of remunerationpaid are detailed in Para VI of Annexure II - Extract of Annual Return - MGT9 25. PECUNIARYRELATIONSHIP OR

TRANSACTIONS OF NON-EXECUTIVE DIRECTORS

During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company.

For and on behalf of the Board
Place: Mumbai SUNDAR IYER
Date : 10.06.2015 Chairman

Upgrade To Premium Services

Welcome User

Business Standard is happy to inform you of the launch of "Business Standard Premium Services"

As a premium subscriber you get an across device unfettered access to a range of services which include:

  • Access Exclusive content - articles, features & opinion pieces
  • Weekly Industry/Genre specific newsletters - Choose multiple industries/genres
  • Access to 17 plus years of content archives
  • Set Stock price alerts for your portfolio and watch list and get them delivered to your e-mail box
  • End of day news alerts on 5 companies (via email)
  • NEW: Get seamless access to WSJ.com at a great price. No additional sign-up required.
 

Premium Services

In Partnership with

 

Dear Guest,

 

Welcome to the premium services of Business Standard brought to you courtesy FIS.
Kindly visit the Manage my subscription page to discover the benefits of this programme.

Enjoy Reading!
Team Business Standard