Your Directors have pleasure in presenting the 30th ANNUAL REPORT onthe business and operations of your company and the Audited Financial Statements togetherwith the Auditors Report for the year ended 31st March 2016.
1. FINANCIAL HIGHLIGHTS
The Financial Results for the year ended 31st March 2016.
| || |
Rupees in lacs
| ||1/3/2016 ||31/03/2015 |
|Profit/(Loss) from capital market operations ||274.82 ||3677.50 |
|Other income ||13.70 ||35.29 |
|Profit/(Loss) before depreciation & tax ||103.36 ||3403.94 |
|Interest ||0.00 ||0.00 |
|Depreciation ||64.19 ||12.13 |
|Profit/(Loss) before tax ||39.17 ||3391.81 |
|Provision for tax ||20.00 ||900.00 |
|Tax for earlier years ||0.76 ||0.00 |
|Deferred tax ||(10.20) ||2.31 |
|Profit/(Loss) after tax ||28.61 ||2489.50 |
2. BUSINESS & PERFORMANCE
During the year under review the Company has made profit of Rs.28.61 lacs againstprofit of Rs.2489.50 lacs in the last financial year. Our company had shifted the focus toconcentrate on core business of investments. The Company will make improved profitsdepending on the Indian Equity market conditions and the global environment.
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 continue for theyears to come. The management has always carried out systematic appraisal of performanceand imparted training at periodic intervals. The company has always recognized talent andhas judiciously followed the principle of rewarding performance.
Considering the inadequate profit of the company the Board of Directors is notrecommending any dividend for the year 2015-16.
4. TRANSFER OF PROFIT TO GENERAL RESERVE
During the year your Company has not transfered any profits to General Reserve.
5. MATERIAL CHANGES AND COMMITMENTS OF THE COMPANY
There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year (March 2016) and the date of the report andthere is no significant and material orders passed by the regulators or courts or tributeimpacting the going concern status and company's operation in future.
6. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS U/S 186
The company has not granted any loans or given any guarantees or made any investmentsduring the year. Hence disclosure of detail under section 186 is not applicable.
7. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION188 OF THE COMPANIES ACT 2013.
There were some transactions with related parties during the financial year 2015-16which were not in conflict with the interest of the company. Suitable disclosures asrequired under AS-18 have been made in note no.24 of the notes to the financialstatements. Details of the transactions are provided in Form AOC-2 which is attached asAnnexure VI.
The Board had approved the related party transactions which are not material as definedunder clause 23 of the SEBI LODR 2015.
8. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION
FOREIGN EXCHANGE EARNING & OUT GO
Company's business does not require any technology absorption and hence no reporting isrequired to be furnished under this heading.
Foreign Exchange inflow and outflow during the year is Nil.
9. RISK MANAGEMENT POLICY
The Risk Management is overseen by the Audit Committee of the Company on a continuousbasis. The Committee oversees Company's process and policies for determining risktolerance and review management's measurement and comparison of overall risk tolerance toestablished levels. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuous basis. The detail riskmanagement policy has been given in the Management Discussion and Analysis report whichform part of the Board Report.
10. CORPORATE SOCIAL
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 the financial year 2014-15 the company has made reasonably good profit. Yourcompany knows the importance of Corporate Social Responsibility (CSR) activities of thecompany under the recently introduced provisions of the Companies Act 2013. Accordingly acommittee has been formed under the chairmanship of Mr.Sundar Iyer-Chairman of thecompany.
Your Company has provided a sum of Rs.22.04 lacs under Corporate Social ResponsibilityExpenditure. Since the CSR Committee is yet to identify a project or activities under thisScheme no amount could be spent. 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 which need to be nurtured.
11. ANNUAL EVALUATION OF THE BOARD
Pursuant to the provisions of the Companies Act 2013 and in terms of Regulation 17(10)of the SEBI Listing Regulations the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation ofthe working of the Audit and the Nomination and Remuneration Committees.
Performance Evaluation of Board Committee and Directors
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of the Audit and Nomination & Remuneration Committeesand the same was based on questionnaire and feedback from all the Directors on the Boardas a whole Committees and self-evaluation.
A structured questionnaire was prepared after taking into consideration of the inputsreceived from the Directors covering various aspects of the Board's functioning such asadequacy of the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance. A separate exercise wascarried out to evaluate the performance of individual Directors including the Chairman ofthe Board who were evaluated on parameters such as level of engagement and contributionindependence of judgment safeguarding the interests of the Company and its minorityshareholders etc.
The performance evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of the Chairman of the Board and the Executive Directorswas carried out by the Independent Directors.
Code of conduct for Directors and Senior Management
The Board of Directors had adopted a Code of Conduct for the Board Members andemployees of the company. This code helps the Company to maintain the standard of businessethics and ensure compliance with the legal requirements of the company
The code is aimed at preventing any wrongdoing and promoting ethical conduct at theBoard and employees. The Compliance officer is responsible to ensure adherence to the Codeby all concerned
The code lays down the standard of conduct which is expected to be followed by theDirectors and the designated employees in their business dealings and in particular onmatters relating to integrity in the work place in business practices and in dealing withstakeholders
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code.
Whistle blower policy/ Vigil mechanism
Pursuant to section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules2014 and clause 49 of the Listing Agreement theBoard of Directors had approved the policy on vigil mechanism/whistle blower and the samewas hosted on the website of the Company. The policy inter-alia provides a direct accessto the Chairman of the Audit Committee.
Your Company hereby affirms that no Director/employee has been denied access to theChairman of the Audit Committee and that no complaints were received during the year.
12. EXTRACT OF ANNUAL RETURN
The details forming part of the extracts of Annual Return in form MGT-9 as providedunder sec 92(3) of the Companies Act 2013 is annexed herewith as Annexure-II to thisreport.
13. BOARD MEETINGS HELD DURING THE YEAR
The board met five times during the financial year and intervening gap between themeetings was within the period prescribed under the Companies Act 2013.
14. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES 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-AOC-1.
15. DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL
The Board consist of one Chief Executive Officer (Director) one Non Executive Directorthree Independent Directors. Independent Directors are appointed for a period of fiveyears and are not liable to retire by rotation.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and Regulation16(b) of the SEBI-Listing Regulations 2015.
Retirement by Rotation
Pursuant to section 152 of the Companies Act 2013 Mr.Krishnan Muthukumar retire byrotation at the forthcoming AGM and is eligible for reappointment.
Key Managerial Personnel
Pursuant to Sec 203 of the Companies Act 2013 the company has already appointed threeKey Managerial Personnel viz. Chief Executive Officer Company Secretary and ChiefAccounts Officer.
Declaration of Independent Directors
As per the Companies Act 2013 your company had appointed three Independent Directorsand they have declared that they meet the criteria of independence in terms of Section149(6) of the Companies Act 2013 and that there is no change in their status ofIndependence.
16. POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION
Company's policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under section 178(3) of the Act are covered in Corporate GovernanceReport 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 theprescribed form MGT-9 and forms part of this Report.
17. INFORMATION U/S 197(12) OF THE COMPANIES ACT 2013
The information required under section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of
Managerial Personnel) Rules 2014 are given below:
The particulars of the employees who are covered by the provisions contained in Rule5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are:
a) Employed throughout the year-Nil
b) Employed for part of the year-Nil
The remuneration paid to all Key management Personnel was in accordance withremuneration policy adopted by the company. Particulars of remuneration paid are detailedin Para VI of Annexure-II-Extract of Annual Return-MGT9
18. STATUTORY AUDITORS
Messrs. Lakhani & Lakhani Mumbai Chartered Accountants (Registration Number115728W) have been appointed as statutory auditors of the company for a period of fiveyears at the last Annual General Meeting held on 17th July 2015 from theconclusion of 29th Annual General Meeting till the conclusion of 34hAnnual General Meeting of the company subject to the ratification of shareholders in everyAnnual General Meeting. The company has received confirmation from the audit firmregarding their consent and eligibility under section 139 and 141 of the Companies Act2013 read with the Companies (Accounts ) Rules 2014 for appointment as the Auditors ofthe Company.
The Audit Committee and the Board of Directors of the company have recommended toratify the appointment of auditors for the financial year 2016-17. The necessaryresolution is being placed before the shareholders for their approval.
Comment on Statutory Auditor Report
Auditors of the company in their report made an observation that the company hasgranted interest free loans of Rs.2951.16 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.2951.16 lacs are doubtful in recovery and the companyhas not provided for Doubtful Loans & Advances amounting to Rs.2951.16 lacs.
Regarding the observation for nonprovision for Doubtful Loans & Advances amountingto Rs.2951.16 lacs made to the subsidiary company the management is of the opinion thatthe subsidiary company is making efforts to resolve the pending cases in recovering theTrade Receivables of the company which are very old and are under dispute. Further weunderstand that the subsidiary company is also undertaking investment activities forimproving its profitability which will enhance the chances of recovery of interest freeloans from the subsidiary company. Hence the company has not provided for the interestfree loans as Doubtful Loans & Advances amounting to Rs.2951.16lacs made to thesubsidiary company.
19. SECRETARIAL AUDITOR
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'.
Comment on Secretarial Auditor Report
With reference to the remarks made by the secretarial auditor Mrs. LakshmmiSubramanian Practicing Company Secretary in her secretarial audit report the companyhas taken corrective measures during the current financial year.
20. INTERNAL AUDITOR
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 Mumbai as an InternalAuditor for the company for the financial year 2015-16.
The Company proposes to continue their services and appoint M/s. Om Prakash S.Chaplot& Co Chartered Accountants Mumbai as an Internal Auditor for the financial year2016-17 to ensure proper and adequate systems and procedures commensurate with its sizeand nature of its business.
21. INTERNAL CONTROL POLICY
The Company has in all material respects an adequate internal control system overfinancial reporting and such internal financial controls over financial reporting wereoperating effectively as at March 312016 based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control. The internal auditor of the Company regularly conduct audit and submithis quarterly reports commensurate with the size scale and complexity of its operations.To maintain its objectivity and independence the Internal Auditor reports to the Chairmanof the Audit Committee of the Board. During the year such controls were tested and noreportable material weaknesses in the design or operation were observed.
22. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
Your company has always believed in providing a safe and harassment free workplace forevery individual working in the Company through various interventions and practices.
The company always endeavours to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment.
The company aims at prevention of harassment of employees and lays down the guidelinesfor identification reporting and prevention of undesired behaviour. The Board ofDirectors are responsible for redressal of complaints related to sexual harassment. Duringthe year ended 31 March 2016 the Board did not receive any complaints pertaining sexualharassment.
23. DEPOSIT FROM PUBLIC
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on date of the balancesheet.
24. CORPORATE GOVERNANCE REPORT MANAGEMENT DISCUSSION & ANALYSIS AND OTHERINFORMATION REQUIRED UNDER THE COMPANIES ACT 2013 AND SEBI (LODR) 2015.
Your company is fully complied with the Corporate Governance as laid out in Schedule-II of the SEBI ( LODR) Regulation 2015. A detailed Corporate Governance Report andManagement Discussion & Analysis forming part of the Corporate Governance isattached with this report as an Annexure IV & III
25. 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
Policy on Material Subsidiary
Code of conduct for Insider Trading and Corporate Disclosure Practices
Official News Releases if any.
26. 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 March312016 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 2016 and of the profit of the Company for the year ended on thatdate;
c. that proper and sufficient care has been taken for the m aintenance 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 other irregularities;
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.
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.
For and on behalf of the Board
|Place: Mumbai ||SUNDAR IYER |
|Date: 18th November 2016 ||Chairman |