Your Directors have pleasure in presenting their 29th Annual Report togetherwith the Standalone Audited Accounts for the year ended 31st March 2015. Thefinancial results of your company are summarized below
| || ||(Rs. In Lacs) |
|PARTICULARS ||As on 31.03.2015 ||As on 31.03.2014 |
|Total Income ||119.57 ||132.56 |
|Less: Total Expenditure ||123.23 ||139.23 |
|Profit/(Loss) Before Tax & Depreciation ||(3.66) ||(6.67) |
|Less: Depreciation ||5.20 ||1.27 |
|Profit/(Loss) Before Tax ||(8.86) ||(7.94) |
|Add: Other Income ||Nil ||Nil |
|Add: Exceptional items ||Nil ||Nil |
|Less: Earlier year Taxes ||Nil ||59.85 |
|Provision for Deferred Tax ||3.63 ||7.17 |
|Profit/(Loss) After Tax ||(48.62) ||(57.61) |
|Add:- Profit & Loss Account balance brought forward from previous years ||23.00 ||80.61 |
|Profit & Loss Account balance carried over ||(25.62) ||23.00 |
|Earnings per share ||(0.10) ||(0.12) |
Operating and Financial Performance of the Company
During the financial year 2014-15 our Company revenue is Rs.119 Lacs as compared tocorresponding year 2013-14 revenue of Rs. 93 Lacs. Net loss of the Company is Rs.9 Lacs in2014-15 as compared to Loss of Rs.8 Lacs in the corresponding year 2013-14. The financialperformance of the Company is adversely impacted due to slowdown in deal completionactivities due to difficult economic conditions in larger developed and emerging marketsand unfavorable domestic factors marked by persistent inflation high interest rateslower growth and weaker investments. As a whole the Investment Banking Industry in Indiais continued to remain sluggish in FY 2014-15.
In view of loss suffered during the year by the Company your Directors do notrecommend any dividend for the financial year ended 31st March 2015.
Increase in Authorized Share Capital
There has been no change in the Share Capital of the Company.
The Equity Shares of the Company continue to remain listed with Bombay Stock ExchangeLimited.
Meetings of the Board
The Board met six times during the financial year 2014-15 on 28th May 201413th August 2014 6th September 2014 25th September2014 14th November 2014 and 9th March 2015.
During the year the Company had two wholly owned subsidiary viz. Birla FinancialDistributions Private Limited and Birla Gold and Precious Metals Private Limited till25/09/2014 as both the Companies ceased to be a subsidiary on that date.
Contribution to Exchequer
During the year your Company has contributed Rs. 2.00 Lacs to the GovernmentExchequer by way of Service Tax Income Tax and other payments.
Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 the Directors of the Companystate as under that:
1. In the preparation of the annual accounts for the year ended March 31 2015 theapplicable Accounting Standards have been followed along with proper explanation relatingto material departures;
2. The selected accounting policies were applied consistently and the Directors madejudgments and estimates that are reasonable and prudent so as to give true and fair viewof the state of affairs of the Company for the financial year ended 31st March2015 and the Loss of the Company for the financial year ended 31st March 2015.
3. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safe guardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
4. The annual accounts have been prepared on a going concern basis.
5. Internal financial controls had been laid down to be followed by the company andthat such internal financial controls are adequate and were operating effectively; and
6. Proper systems had been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Corporate Governance Report
As per SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15 2014 Clause 49of the Listing Agreement is not applicable to the Company as the Paid up- Capital of theCompany is less than Rs. 10 Crores and the Net worth is less than Rs. 25 Crores but stillyour Company follows Corporate Governance of highest standards.
Board of Directors Evaluation Etc.
Appointment / Resignation of Directors
Shri Ashish Mahendrakar Shri Satish Jadhav and Shri Anirudha Waghmare are appointed asAdditional Directors by the Board of Directors of the Company at its meeting held on 20thJuly 2015. Their office expires at the ensuing Annual General Meeting and the Company hasreceived notice under section 160 of the Companies Act 2013 proposing their candidaturefor Directorship along with the deposit as prescribed thereunder. They are eligible forbeing appointed as Directors at the ensuing Annual General Meeting and it is proposed toappoint Shri Satish Jadhav as an Independent Director for a fixed tenure of 5 (five)years subject to approval of shareholders at the ensuing general meeting in term ofSection 149 of the Companies Act 2013.
Shri Ravi Sharma and Smt. Nikita Rattanshi resigned as Executive Director and WholeTime Director of the Company respectively. The Board noted their resignation w.e.f 20thJuly 2015 and 21st July 2015 respectively. Also Shri C R Karikal Valavanresigned as Independent Director of the Company. The Board noted his resignation w.e.f 17thJuly 2015 and placed on record their sincere appreciation of the service rendered by themduring their tenure with the Company.
Companys Policy on Directors Appointment and Remuneration etc.
The Company has prepared a policy on Directors appointment and remunerationpursuant to Section 178 of the Act. The Company has also laid down criteria fordetermining qualifications positive attributes and independence of Director.
Formal Annual Evaluation
The Formal Annual Evaluation has been made as follows:
a. The Company has laid down evaluation criteria separately for Board IndependentDirectors Directors other than Independent Directors and various committees of the Board.The criteria for evaluation of Directors included parameters such as willingness andcommitment to fulfill duties high level of professional ethics contribution duringmeetings and timely disclosure of all the notice/details required under various provisionsof laws. Based on such criteria the evaluation was done in a structured manner throughpeer consultation & discussion.
b. Evaluation of the Board was made by a Separate Meeting of Independent Directors(without attendance of non Independent Director and members of management).
c. The performance evaluation of all committees were done by the Board of Directorsnamely:
i. Audit Committee
ii. Nomination and Remuneration Committee
iii. Stakeholders Relationship Committee
d. Performance evaluation of non Independent Directors was done by Separatemeeting of Independent Directors.
e. Evaluation of Independent Directors was done (excluding the Director who wasevaluated) by the Board of Directors of the Company.
f. In addition the Nomination and Remuneration Committee has carried out evaluation ofevery Directors performance as required under Section 178 (2) of Companies Act2013.
g. The Directors expressed their satisfaction with the evaluation process.
As per Section 73 to 76 of the Companies Act 2013 read with rules made under Chapter Vof the Companies Ac 2013 your Company has not taken any fixed deposits for the yearunder review. As such no amount of principal or interest is outstanding as on the BalanceSheet date.
Related Party Transactions
There are no related party contracts arrangements or transactions of the naturementioned in subsection (1) of Section 188 of the Companies Act 2013 which are not atarms length and during the year under review and the Company did not enter into anyrelated party contracts arrangements or transactions which are at arms length.
Extract of Annual Return
Extract of Annual Return in Form MGT 9 is attached as Annexure A tothis Report.
Significant and Material Orders Passed by the Regulators or Courts
There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.
M/s. Goyal Nitin & Associates Chartered Accountants Jaipur Statutory Auditors ofthe Company holds office until the conclusion of the ensuing Annual General Meeting andare eligible for re-appointment. The Company has received a letter from M/s. Goyal Nitin& Associates Chartered Accountants Jaipur to the effect that their appointment ifmade would be within the prescribed limits under Section 139 & 141 of the CompaniesAct 2013.
Secretarial Audit Report dated 1st September 2015 by Ravindera Joshi PracticingCompany Secretary (CP no.886) is attached herewith as an Annexure D to thisReport. The report does not contain any qualification.
There has been no Auditors qualification in the Auditors report for theyear under review.
Particulars of Loans Guarantees and Investments
During the year under review the Company has not given loans guarantees orinvestments under Section 186 of the Companies Act 2013.
The Company is continuously endeavoring to ensure safe working conditions for all itsemployees.
Disclosure under Rule 5(1) of the Companies (Appointment and Remuneration) Rules 2014
The information required pursuant to Section 197 read with Rule 5(1) of the Companies(Appointment and Remuneration) Rules 2014 in respect of employees of the Company andDirectors is attached as Annexure B.
Particulars of Employees and related disclosures
There were no employees receiving remuneration above the prescribed limit in terms ofRule 5(2) of the Companies (Appointment and Remuneration) Rules 2014 during the yearended 31st March 2015.
Particulars of Conservation of Energy Technology Absorption and Foreign Exchangeearnings and outgo
The particulars relating to energy technology absorption and foreign exchange earningsand outgo as required to be disclosed under Section 134 (3)(m) of the Companies Act 2013read with Rule 8 (3) of the Companies (Accounts) Rules 2014 is not applicable to theCompany.
Your Directors place on the record their appreciation of the contribution made by theemployees at all levels who through their competence diligence solidarity co-operationand support have enabled the Company to achieve the desired results during the period.
The Board of Directors wishes to acknowledge the invaluable support extended to theCompany by the Government authorities Members Bankers Vendors Suppliers Shareholdersand Customers during the year under review. The Directors also wish to place on recordtheir deep sense of appreciation for the committed services by the Companysexecutives and staff.
The Company belongs to Yash Birla Group
Your Directors deeply acknowledge the trust and confidence you have placed in themanagement of the Company. Your Directors also place on record their appreciation forco-operation received from Banks share transfer agent Government authorities Customersvendors and employees of the Company.
| ||By order of the Board |
| ||For Birla Capital and Financial Services Limited |
| ||( Director) ||(Director) |
|Date: 01/09/2015 || || |
|Place: Mumbai || || |
Whole time Director Certificate
The Board of Directors
Birla Capital and Financial Services Limited
a) I have reviewed the financial statements and the cash flow statement for the yearand that to the best of my knowledge and belief:
(i) these statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading;
(ii) these statements together present a true and fair view of the Companysaffairs and are in compliance with the existing accounting standards applicable laws andregulations.
b) There are to the best of my knowledge and belief no transactions entered into bythe Company during the year which are fraudulent illegal or violative of theCompanys code of conduct
c) I accept responsibility for establishing and maintaining internal controls forfinancial reporting and I have evaluated the effectiveness of internal control systems ofthe Company pertaining to financial reporting and I have disclosed to the auditors and theAudit committee deficiencies in the design or operation of such internal controls ifany of which I am aware and the steps I have or propose to take to rectify thesedeficiencies.
d) I have indicated to the auditors and the Audit committee
i. Significant changes in the internal control over financial reporting during the year
ii. Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements; and
iii. Instances of significant fraud of which I have become aware and the involvementtherein if any
iv. Of the management or an employee having a significant role in the Companysinternal control system over financial reporting.
Whole Time Director
DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES 2014
1. The ratio of remuneration of each director to the median remuneration of theemployee and percentage increase in remuneration of Director CFO and CS.
|Sr. No. ||Name ||Desig nation ||Remuneration paid for FY 2014-15 ||Remuneration paid for FY 2013-14 ||% increase in remuneration in the FY 2014-15 ||Ratio/ Times per median of employee remuneration |
| || || ||(Rs in lakhs) ||(Rs in lakhs) ||(Rs. In lakhs) || |
|1. ||Mr. Ravi Sharma ||Director ||10.00 ||10.10 ||(1%) ||1.64 |
|2. ||Ms. Nikita Rattanshi ||Director ||4.50 ||4.05 ||11.11% ||0.73 |
|3. ||Mr. D.S. Sharma ||Director ||Nil ||Nil ||Nil ||Nil |
|4. ||Mr. C R Karikal Valavan ||Director ||Nil ||Nil ||Nil ||Nil |
|5. ||Mr. Ashish Mahendrakar ||Director ||Nil ||Nil ||Nil ||Nil |
|6. ||Mr. Anirudha Waghmare ||Director ||Nil ||Nil ||Nil ||Nil |
|7. ||Mr. Satish Jadhav ||Director ||Nil ||Nil ||Nil ||Nil |
*The mentioned figures are excluding Service Tax.
1. Percentage increase in median remuneration
|Median remuneration of employees in FY 2014-15 in Rs ||Median remuneration in FY 2013-14 - in Rs ||of employees Percentage increase |
|611123 ||137612 ||22% |
2. No. of permanent employees as on 31.3.2015 : Nil
3. Relationship between average increase in remuneration and companysperformance:
There is no direct linkage between average increase in remuneration and companysperformance.
4. Comparison of remuneration of KMP remuneration against the performance of theCompany The Company has three KMPs namely;
1. Suresh Menon Company Secretary (resigned on 30.08.2014)
2. Sneha Gandhi Company Secretary (resigned on 15.01.2015)
The remuneration of the KMPs has no direct linkage with the Companys performance.
1. Variation in market capitalization PE ratio;
|Particulars ||As on 31.3.2015 ||As on 31.3.2014 ||As on last public offer as on 30.07.2008 ||Percentage increase |
|Market capitalization of the Company ||35186724 ||40816600 ||NA ||Nil |
|PE ratio ||7.5 ||7.08 ||NA ||Nil |
|Market quotations of equity shares ||0.75 ||0.87 ||NA ||Nil |
2. Comparison between average percentile increase in salaries of employees (excludingmanagerial personnel) and percentile increase in managerial remuneration.
|Average percentile increase in salaries of employees other than managerial personnel in FY 2014-15 ||Percentile increase in managerial personnel remuneration in FY 2014-15 ||Justification |
|13.03% ||0% ||The difference is due to increase in the salary of few employees. |
3. The key parameters for any variable component of remuneration availed by Directors There is no variable component paid to the Directors.
4. There were no employees who received remuneration in excess of the highest paiddirector in FY 2014-15.
5. This is to affirm that the above remuneration is paid as per the Remuneration Policyof the Company.
FCS 1419 & COP 886
10B 301 ALICA NAGAR
LOKHANDWALA KANDIVALI (EAST)
CELL NO. 93200 22286
SECRETARIAL AUDIT REPORT
[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]
FOR THE FINANCIAL YEAR ENDED MARCH 31 2015.
The Members BIRLA CAPITAL AND FINANCIAL SERVICES LIMITED
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s BIRLA CAPITAL ANDFINANCIAL SERVICES LIMITED (hereinafter called the Company). Secretarial Audit wasconducted in a manner that provided us a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the books papers minute books forms and returnsfiled and other records maintained by the company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofsecretarial audit We hereby report that in our opinion the company has during the auditperiod covering the financial year ended on March 312015 has complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter: We have examined the books papers minute books forms and returnsfiled and other records maintained by BIRLA CAPITAL AND FINANCIAL SERVICES LIMITED("the Company") for the financial year ended on March 31 2015 according to theprovisions of:
(i) The Companies Act 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA ) and the rules madethereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings; (NOT applicable to the Company during the auditperiod)
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act ):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; (NOT applicable to the Company during the auditperiod)
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; (Not applicable to the Company duringthe audit period)
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (NOT applicable to the Company during the audit period)
(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; (NOT applicable to the Company during the audit period) and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; (NOT applicable to the Company during the audit period)
(vi) To the best of our knowledge and belief and on the basis of explanation andinformation given by the Company and its officers there are no laws which may bespecifically applicable to the Company during the audit period.
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (NOTapplicable to the Company during the audit period).
(ii) The Listing Agreements entered into by the Company with Bombay Stock ExchangeLimited
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.
We further report that
The adequate notice was given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and system existsfor seeking and obtaining further information and clarifications on the agenda itemsbefore the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members views if any arecaptured and recorded as part of the minutes.
Based on the representations made by the Company and its officers We are of theopinion that there are adequate systems and processes in the company commensurate with thesize and operations of the company to monitor and ensure compliance with applicable lawslike Income tax Act Service Tax Professional Tax Act Provident Fund Act Shops &Establishment Act of the respective states where branches of the Company are situated andother rules regulations and guidelines.
| ||For RAVINDRA JOSHI |
| ||Company Secretaries |
|C.P. No- 886 # M.No- FCS 1419 || |
|Place : Mumbai ||(Ravindra Joshi) |
|Date : 1st September2015 ||Proprietor |
BIRLA CAPITAL AND FINANCIAL SERVICES LIMITED
SECRETARIAL AUDIT REPORT- 31.03.2015
Our Report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our Responsibility is to express an opinion on these secretarial records based onour audit.
2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.
4. Where ever required we have obtained the Management Representation about thecompliance of laws rules and regulations and happening of events etc.
5. Company follows the system of obtaining reports from various departments to ensurecompliance with applicable to monitor and ensure compliance with applicable laws rulesregulations and guidelines.
6. The compliance of the provision of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.
7. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.
For RAVINDRA JOSHI
C.P. No- 886 #
M.No- FCS 1419
Place : Mumbai
Date : 1st September2015