The Board of Directors hereby submits the report of the business and operations of yourCompany ('the Company' or 'Abhinav Capital Services Limited') along with the Auditedfinancial Statements for the financial year ended March 31 2017.
Results of our operations
| ||Current Year ||Previous Year |
|Particulars ||2016-17 (Rs.) ||2015-2016 (Rs.) |
|Revenue from Operations ||23711085 ||29720666 |
|Other Income ||20336901 ||10448923 |
|Income from operations ||44047986 ||40169589 |
|Less : Interest Expenses ||1350295 ||4457358 |
|Less : Depreciation & Amortisation Expenses ||228905 ||354400 |
|Less : Other Expenses ||1248701 ||1303091 |
|Less : Employee Benefits Expenses ||751600 ||492755 |
|Profit/(Loss) Before Tax & Exceptional Items ||40468485 ||33561986 |
|Less : Current year Taxation ||8400000 ||9800000 |
|Less : Short Provisions for Prior Years ||- ||784255 |
|Less : Deferred Tax ||16859 ||(16497) |
|Less : Tax Expenses of Discontinuing Operations ||- ||- |
|Profit After Tax ||32051626 ||22994228 |
|Less: Appropriation || || |
|Transfer to General Reserve ||- ||- |
|Proposed Dividend ||- ||- |
|Tax on Dividend ||- ||- |
|Surplus carried to Balance Sheet ||32051626 ||22994228 |
|TOTAL ||32051626 ||22994228 |
Financial Results :
From the perusal of the accounts for the year ended 31st March 2017 you will observethat the Company has earned a Net profit of Rs. 32051626/- during the year compared toRs. 22994228 /- last year. The
Company's total income increased from Rs. 4.01 Crores to Rs.4.40 Crores. The Companyhas earned Rs. 20121114/- during the year under review From sale of investments inspite of non Conductive economic condition your Company has managed excellent growthduring the year under review the Directors are hopeful that the Company will do betterduring the current year.
The Company do not recommend to transfer any amount to the General Reserves.
The Directors do not recommend the payment of dividend for the year under review.
The Authorized Share Capital of the Company is Rs.80000000/- divided in to 8000000Equity Shares of face value of Rs.10/- each. There is no change in the Authorized ShareCapital of the Company during the year under review.
The Paid-up Share Capital of the Company is Rs.69246000/- divided in to 6924600Equity Shares of face value of Rs.10/- each. There is no change in the Paid-up ShareCapital of the Company during the year under review.
The Company has not issued any equity shares with differential rights as to dividendvoting or otherwise during the year under review.
a) BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b) SWEAT EQUITY
The Company has not issued any sweat equity during the year under review
c) BONUS SHARES
The Company has not issued any bonus shares during the year under review
LISTING OF SHARES
The Company's equity shares are listed on the BSE Ltd. Ahmedabad Stock Exchange. TheCompany confirmed that the annual listing fee to both the stock exchanges for F.Y. 2017-18has been paid.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company
Directors & Key Managerial Personnel
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Kamlesh Kotak Director is retiring by rotation at theensuing Annual General Meeting of the Company and is eligible for re-appointment & hehas offered himself for re-appointment. There are no any changes in Board of directors.
Appropriate resolutions for the appointment/re-appointment of Directors are beingplaced for your approval at the ensuing Annual General Meeting.
Declaration by Independent Directors
The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed undersub-section (6) of Section 149 of the Companies Act 2013
Familiarisation Programme for the Independent Directors
In compliance with the requirements of the clause 49 of the Listing Agreement theCompany has put in place a Familiarization Program for the Independent directors tofamiliarize them with the Company their roles rights responsibilities in the Companynature of the industry in which the Company operates business model etc.
Meeting of Independent Directors
The Independent Directors met once during the year under review. The Meeting wasconducted in an informal manner without the presence of the Chairman the ManagingDirector the Non-Executive Non-Independent Directors and the Chief Financial Officer
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report
Details of Board Meetings
During the year under review Four Board meetings were held details of which aresummarized below:
|Sr. No. ||Date of the meeting ||No. of Directors attended the meeting |
|1 ||30th May 2016 ||4 |
|2 ||10th August 2016 ||4 |
|3 ||09th November 2016 ||4 |
|4 ||08th February 2017 ||4 |
The Company has not taken any deposits from the public for which information isrequired to be given in the Report.
Conservation of Energy
The company is utilizing electricity optimally.
The company has not purchased or imported any new technology. Hence not applicable.
Foreign Exchange Earnings and Outgo: Nil Particulars of Employees: -
There are no employees to whom remuneration in excess of Rs.1.20 crores per annum orRs.8.5 lakhs per month has been paid.
Details of Unclaimed Suspense Account
Company is not having unclaimed suspense account as required under schedule V of theSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.
Statutory Auditors and Their Report
Under section 139 of the Companies Act 2013 and the rules made thereunder it ismandatory to rotate the statutory Auditors on completion of the maximum term permittedunder the said Act. The Audit Committee of the Company has proposed and the Board ofDirectors has recommended the appointment of M/s. S C Mehra & Associates CharteredAccountants (Firm Registration No 106156W) as the statutory Auditor of the company. M/s. SC Mehra & Associates will hold office for a period of five consecutive years from theconclusion of this Annual General Meeting of the company till the conclusion of the AnnualGeneral Meeting to be held in the year 2022 on a remuneration that may be determined bythe Audit Committee in consultation with the auditors.
Directors' Comments on Auditors' Report
The observations made by the Auditors in their Report read with relevant notes given inthe Notes to Accounts are self-explanatory and therefore do not require any comments fromyour Directors pursuant to Section 134 (3) (f) of the Companies Act 2013.
Your Company is Complying with all the requirements of Reserve Bank of India for NonBanking Finance Company. In terms of paragraph 9BB of the NBFC Regulations theparticulars as applicable to the company are appended to the Balance sheet.
Directors' Responsibility Statement
Pursuant to the requirement under section 134(5) of companies Act 2013 with respectof Director's responsibility statement it is hereby confirmed;
I In the preparation of the account for the financial year ended 31st March 2017 theapplicable accounting standards had been followed along with proper explanation relatingto material departure.
ii) The Directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true& fair view of the state of affairs of the Company at the end of the financial yearand of the profit and loss of the Company for the year under review;
iii) The Directors had taken proper and sufficient care 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.
iv) The Directors had prepared the accounts for the financial year ended 31st March2017 on a 'going concern' basis.
v) The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively
vi) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Disclosure of Composition of Audit Committee
The Audit Committee consists of Mr. Girish Desai Mr. Chetan Karia & Mrs. GayatriSonawane. The committee inter-alia reviews the internal control system & compliance ofvarious regulations. The committee also reviews at length financial statements before theyare placed before the Board.
Extract of Annual Return:
The extract of Annual Return as provided under sub-section (3) of section 92 of theCompanies Act 2013 ('the Act') in prescribed form MGT-9 is enclosed as Annexure-I to thisreport.
Related Party Transactions
The Company is not having any related party transaction during the year under reviewThedetails of transactions entered into with the Related Parties referred to in sub-section(1) of section 188 are annexed as Annexure-II (in the Form AOC-2) to this report.
The Company has not accepted any fixed deposit during the year under review.
Risk Management Policy
The Company has a Risk Management Policy with an objective to formalize the process ofidentification of potential risk and adopt appropriate risk mitigation measures through arisk management structure. The Risk Policy is a step taken by the Company towardsstrengthening the existing internal controls and updating the same as may be required fromtime to time.
Corporate Social Responsibilty Initiatives
The CSR Policy is not applicable to your Company.
Particulars of Loans Guarantees or Investments
Pursuant to section 186(11) of the Companies Act 2013 ('the Act') the provisions ofsection 186 (4) of the Act requiring disclosure in the financial statements of the fullparticulars of the loans made and guarantees given or securities provided by a Non-BankingFinancial Company in the ordinary course of its business and the purpose for which theloan or guarantee or security is proposed to be utilised by the recipient of the loan orguarantee or security are exempted from disclosure in the Annual Report. Further pursuantto the provisions of section 186 (4) of the Act the details of investments made by theCompany are given in the Notes to the Financial Statements.
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 Messrs D.G. Prajapati & Associates Company Secretaries Mumbai to undertakethe Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith asAnnexure- III.
Internal Control System
The Company's Internal Control procedure which includes Internal Financial Controlsensure that compliance with various policies practices & Statutes & keeping inview the Company's pace of growth .
Evaluation of Performance of the Board its Committees and Individual Directors
The Board of Directors have carried out an annual evaluation of its own performanceits various committees and individual directors pursuant to the provisions of the Act andthe Corporate Governance requirements as prescribed under clause 49 of the ListingAgreement. The performance of the Board was evaluated by the Board after seeking inputsfrom all the directors on the basis of various criteria such as Board Compositionprocess dynamics quality of deliberations strategic discussions effective reviewscommittee participation governance reviews etc.
Whistle Blower Policy/ Vigil Mechanism
To create enduring value for all stakeholders and ensure the highest level of honestyintegrity and ethical behavior in all its operations the company has formulated a VigilMechanism named as ABHINAV Whistle Blower Policy' in addition to the existing code ofconduct that governs the actions of its employees. The Vigil Mechanism as envisaged in theCompanies Act 2013 and the Rules prescribed thereunder and the Listing Regulations isimplemented through the Whistle Blower Policy to provide for adequate safeguards againstvictimization of persons who use such mechanism and make provision for direct access tothe Chairman of the Audit Committee.
The Whistle Blower Policy provides for protected disclosure and protection to theWhistle Blower. Under the Whistle Blower Policy the confidentiality of those reportingviolation(s) is protected and they are not subject to any discriminatory practices
Disclosure under Sexual Harassment of Woman at Work Place (Prevention Prohibition& Redressal) Act 2013.
The Company has zero tolerance towards Sexual Harassment at the works place & hasadopted a policy on Prevention Prohibition & Redressal on works place in line withthe act. The Company has not received any complaints of sexual harassment during FY2016-17.
Corporate Governance & Management Discussion & Analysis Statement
The Company has taken adequate steps to ensure that the conditions of CorporateGovernance as stipulated in clause 49 of the Listing Agreements of the Stock Exchange arecomplied with. A detailed report on Corporate Governance has been included in this reportalong with a certificate from the auditors of the company regarding compliance ofconditions of Corporate Governance. Further a separate Management Discussion and Analysisreport is also given in this report.
Your Directors thank the clients for the confidence in the Company which has enabledthe Company to reach to a new level of customer satisfaction. The Board placesacknowledgment to the employees for their teamwork and professional approach for theCompany's image.
Your Directors would like to express their gratitude for the continuous support andguidance received from Company's lenders bankers the Government departments and SEBIand Stock Exchange officials.
| ||For and on behalf of the Board of Directors |
| ||For Abhinav Capital Services Limited |
| ||Sd/- |
|Place: Mumbai ||Chetan Karia |
|Date: 11th August 2017 ||Chairman |