Dear Shareholders of
Chartered Capital and Investment Limited
Your Directors are pleased to present herewith the 29th Annual Reporttogether with the Annual Audited Accounts of the Company for the year ended March 312015.
The Financial results for the year ended March 31 2015 are summarized as under:
| || ||(Rs. In Lacs) |
|Particulars ||For the year ended |
| ||31/03/2015 ||31/03/2014 |
|Total Income ||313.58 ||226.41 |
|Profit (Loss) before depreciation and taxes ||131.07 ||116.19 |
|Less: Depreciation ||5.69 ||2.89 |
|Less: Tax Expenses ||54.28 ||16.28 |
|Profit (Loss) After Tax ||71.11 ||97.01 |
During the year under review though the gross total income of the Company increased toRs.313.58 lacs from Rs.226.41 during the previous year the profit after tax decreased toRs.71.11 lacs from Rs.97.01 lacs during the previous year mainly due to loss on sale ofinvestment. The overall improvement in the capital market was the main reason for increasein the total income of the company which directors expect to continue in the coming yearsalso.
CHANGES IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company during the year underreview. The company is mainly engaged in the providing merchant banking services to itsclients. In addition income also arises from the sale of investment made by the company.
TRANSFER TO RESERVE
No amount was transferred to or from General Reserve or Securities Premium Accountduring the year under review. Entire profit of the company for the year under review wastransferred to Profit & Loss Account of the Company.
The Board of Directors does not recommend any dividend for the year 2014-2015 with aview to reinvest the profit for the operations of the Company.
Constitution of the Board
The Board of Directors of the Company is constituted in compliance with the CompaniesAct and the Listing Agreement with the Stock Exchange. The Company has a balanced boardwith optimum combination of Executive Non-Executive and Woman Directors which includesindependent professionals. As on March 31 2015 the Board of Directors of the companycomprises of 6 Directors. Their details as on March 31 2015 are as under:
|Name ||Category/ Designation ||No. of outside Directorship and Committee membership/ Chairmanship ||Inter se relationship between Directors |
| || ||Directorship# ||Committee membership /Chairmanship* || |
| || ||Public Company ||Private Company ||Membership ||Chairmanship || |
|Mr. Sanatan N. Munsif ||Independent Director & Chairman ||Nil ||Nil ||Nil ||Nil ||Nil |
|Mr. A. L. Sanghvi ||Promoter Director Non Executive Director & Vice Chairman ||Nil ||1 ||Nil ||Nil ||Nil |
|Mr. Mohib N. Khericha ||Promoter Director Managing Director ||4 ||9 ||1 ||4 ||Husband of Mrs. Sofia M Khericha |
|Mrs. Sofia M Khericha ||Promoter Director Non Executive Woman Director ||Nil ||1 ||Nil ||Nil ||Wife of Mr. Mohib N Khericha |
|Mr. Deepak P. Singhvi ||Independent Director ||Nil ||6 ||Nil ||Nil ||Nil |
|Mr. Ashok Kavdia ||Independent Director ||Nil ||1 ||Nil ||Nil ||Nil |
* Only Audit Committee and Shareholders/Investor Grievance/ Stakeholders RelationshipCommittee of public limited listed companies have been considered.
# Outside Directorship of Directors does not include directorship in any foreigncompany.
Appointment/Re-appointment of Directors
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the company Mrs. Sofia M Khericha Director of the Company who retires byrotation at the ensuing Annual General Meeting and being eligible has offered herself forre-appointment. She is wife of Mr. Mohib N Khericha Managing Director of the Company.
A brief resume of the Director proposed to be re-appointed nature of their expertisein specific functional areas names of companies in which they hold directorships andmemberships / chairmanships of Board Committees shareholding and relationships betweendirectors inter-se as stipulated under Clause 49 of the Listing Agreement with the BSELimited is provided in the Notes to the Notice of the Annual General Meeting.
Changes in Directors and Key Managerial Personnel
During the year under review shareholders of the company at their previous AnnualGeneral Meeting approved the appointment of Mr. Sanatan N Munsif Mr. Ashok Kavdia and Mr.Deepak P Singhvi as independent directors of the Company for a term of five years. Inaddition Mr. A L Sanghvi was re-appointed and Mrs. Sofia M Khericha was appointed asdirector liable to retire by rotation. At the same AGM Mr. Mohib N Khericha wasre-appointed as Managing Director of the Company.
Mrs. Sofia M Khericha Director of the company retires by rotation at the ensuingAnnual General Meeting of the Company and being eligible has offered herself forreappointment. She is wife of Mr. Mohib N Khericha Managing Director of the Company.
Mr. Javed S Saiyed who was already heading after finance accounts and generaladministration functions of the company was re-designated as Chief Financial Officer ofthe company with effect from April 1 2014 pursuant to provisions of section 203 of theCompanies Act 2013.
Familiarisation Programme for independent Directors
Independent Directors at the time of their appointment are given the formal appointmentletter mentioning various terms and conditions of their engagement. Independent Directorsof the company are made aware of their role duties rights and responsibilities at thetime of their appointment.
In order to familiarize the independent Directors with the business of the Companypresentation was made covering nature and scope of business nature of industry in whichcompany operates profitability and future scope.
The Board of Directors have complete access to the information within the company andto interact with senior management personnel. Independent Directors have freedom tointeract with the management of the company.
The board has carried out an annual performance evaluation of its own performance itscommittees the Directors individually and the overall performance has been rated assatisfactory.
The evaluation of board shall be carried out annually as per the provisions of theCompanies Act 2013 rules thereof and Listing Agreement. Performance evaluation of eachDirector will be based on the criteria as laid down from time to time by the Nominationand Remuneration Committee.
Criteria for performance evaluation shall include aspects such as attendance for themeetings participation and independence during the meetings interaction with ManagementRole and accountability to the Board knowledge and proficiency and any other factors asmay be decided by the Nomination and Remuneration Committee. Further performanceevaluation of an Executive Director will also be based on business achievements of thecompany.
The independent directors have also met separately on February 9 2015.
The Board has on the recommendation of the Nomination and Remuneration Committee frameda policy for the selection and appointment of directors KMP & senior managementpersonnel and their remuneration. The requisite detail as required under section 178(3)and (4) and listing agreement is attached herewith as Annexure-A.
Number of meetings of the Board
The Board of Directors met 11 times during the year. The attendance of each Director atthe Board Meetings and last Annual General Meeting held during the year under review areas under:
|Director ||No. of Board Meetings ||Last AGM attended |
| ||Held ||Attended || |
|Mr. Sanatan Munsif ||11 ||4 ||No |
|Mr. A.L.Sanghvi ||11 ||11 ||Yes |
|Mr. Mohib N. Khericha ||11 ||11 ||Yes |
|Mr. Ashok Kavdia ||11 ||11 ||Yes |
|Mr. Deepak Singhvi ||11 ||3 ||No |
|Mrs. Sofia M Khericha* ||4 ||4 ||No |
* Mrs. Sofia M Khericha was appointed as Director on 30.09.2014 and thereafter only 4board meetings were held during the year.
Declaration by Independent Directors
All the Independent Directors of the company have furnished declarations that theycomply the conditions of being Independent as per Section 149(6) & (7) of theCompanies Act 2013.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to clause 49 of the Listing Agreement with BSE Management Discussion andAnalysis Report has been enclosed herewith as Annexure-B and forms part of Director sReport.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder section 92(3) of the Companies Act 2013 is attached as Annexure C.
Please note that Clause 49 of the Listing Agreement relating to the CorporateGovernance is not mandatorily applicable to the company with effect from October 1 2014.This is as per SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15 2014according to which Clause 49 shall not be mandatorily applicable on Companies having paidup equity share capital not exceeding Rs.10 crore and Net Worth not exceeding Rs.25 croreas on the last day of the previous financial year . As on March 31 2015 the paid upequity share capital and net worth of our company are Rs.3.01 Crores and Rs.22.39 Croresrespectively and therefore the provisions of the clause 49 are no more mandatorilyapplicable on our Company. Even on March 31 2014 the paid up equity share capital andnet worth of our company were Rs.3.01 Crores and Rs.21.69 Crores respectively.
However as the provision of clause 49 of the listing agreement was applicable to thecompany for a part of the year under review i.e. till September 30 2014 we are attachinga separate report on Corporate Governance in the Annual Report marked as Annexure-D to theDirector s Report confirming the compliance with the provisions of clause 49 to the extentapplicable on the company till September 30 2014. The certificate from Statutory Auditorof the Company regarding the compliance of conditions on Corporate Governance asstipulated in Clause 49 of the Listing Agreement with Stock Exchange forms part of thesaid report.
As mentioned above the clause 49 of the Listing Agreement is not mandatorilyapplicable on the company w.e.f. October 1 2014. However as the provision of clause 49of the listing agreement was applicable to the company for a part of the year under reviewi.e. till September 30 2014 a certificate from the Managing Director and Chief FinancialOfficer of the Company pursuant to Clause 49(IX) of the Listing Agreement has been placedbefore the Board at its Meeting held on August 28 2015 and has been disclosed in theCorporate Governance Report forming part of the Annual Report.
SEBIS ORDER IN THE MATTER OF IPO OF RDB RASAYANS LIMITED
SEBI has vide its order dated May 13 2015 in respect of Chartered Capital AndInvestment Limited in the matter of IPO of RDB Rasayans Limited disposed off the matterwithout any further direction in the matter.
Our Company has filed an appeal against SEBI order May 13 2015 with Hon ble SecuritiesAppellate Tribunal (SAT) for directing SEBI to remove remarks made against the Company andsame is still pending.
The Company s shares are presently listed on BSE Limited. The company has paidnecessary listing fees of BSE for the year 2015-2016.
DIRECTORS RESPONSIBILITY STATEMENT:
As per section 134(3) of the Companies Act 2013 the Directors state that: i) In thepreparation of the annual accounts the applicable accounting standards have been followedalong with proper explanation relating to material departures; ii) The directors haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company as at March 31 2015 and of the profit of the company for theyear ended on that date; iii) The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; iv) The Directors have prepared the annualaccounts on a going concern basis; v) The directors have laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively; vi) The directors have devised proper systems toensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.
REPORTING OF FRAUD BY AUDITORS OF THE COMPANY
There are no incidence of fraud reported by the auditors as required under section 143(12) of the Companies Act 2013.
REPORTS BY AUDITORS
M/s Mayank Shah & Associates Chartered Accountants (Firm Registration No. 106109W)were re-appointed as statutory auditor of the Company in the last Annual General Meetingof the Company held on September 30 2014 to hold office from last AGM upto theconclusion of next Annual General Meeting on such remuneration as may be fixed by theBoard.
There are no qualifications reservations or adverse remarks or disclaimers made by theauditors in their report on the financial statements of the company for the financial yearended March 31 2015. The notes on the Financial Statements referred to in the AuditorsReports are self-explanatory and do not call for any comments or explanations.
Pursuant to Section 204 of the Companies Act 2013 Secretarial Audit Report for thefinancial year ended on March 31 2015 given by M/s Nahidakhtar Vhora & CompanyPracticing Company Secretaries is attached as Annexure-E. The Secretarial Auditor Reportare self-explanatory and do not call for any comments or explanations.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT2013
Particulars of loans and guarantee given and the investments made by the company as atMarch 31 2015 are forming part of financial statements.
STATE OF THE COMPANYS AFFAIR
Slowly but gradually the business of the company is picking up the pace and totalincome of the Company increased to Rs.313.58 lacs from Rs.226.41 during the previous yearthough the profit after tax decreased to Rs.71.11 lacs from Rs.97.01 lacs during theprevious year. We expect that the business of the company will grow in the time to come asthe sign of revival of primary market has started with the few IPOs being launched duringlast few months and more in pipeline and expected to open in the near future. This revivalof primary market coupled with the robust performance in the secondary market is expectedto help us in growing the business of the company.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
No material changes and commitments affecting the financial position of the companyhave occurred between the end of financial year to which the financial statements relateand the date of the Directors Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION RESEARCH AND DEVELOPMENT AND FOREIGNEXCHANGE EARNINGS AND OUTGO
A. Conservation of energy
(a) the steps taken or impact on conservation of energy: As the operations of theCompany are not energy intensive the same is not applicable. However adequate measureshave been initiated for conservation of energy.
(b) the steps taken by the company for utilising alternate sources of energy: Thoughthe operations of the Company are not energy intensive the company shall explore thealternate sources of energy as and when necessity arises.
(c) the capital investment on energy conservation equipments: Nil
B. Technology absorption-
(a) the efforts made towards technology absorption: The operation of the company are ofa nature where no major technology is used and therefore same is not applicable.
(b) the benefits derived like product improvement cost reduction product developmentor import substitution: Not Applicable
(c) in case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year) : Not Applicable
i. the details of technology imported;
ii. the year of import;
iii. whether the technology been fully absorbed;
iv. if not fully absorbed areas where absorption has not taken place and the reasonsthereof; and
(d) the expenditure incurred on Research and Development : Nil/ Not Applicable C.Foreign exchange earnings and Outgo There was no inflow or outflow of foreign exchangeduring the year under review.
RISK MANAGEMENT POLICY
The organization is in the process of strengthening its Risk Management framework withan endeavour to enhance the control environment via risk mitigation and reducing theimpact of risks concerning the business of the company within the acceptable levels. Ithas been carried out in a phased manner wherein due emphasis is being given onidentification assessment and mitigation thereof through economic control of those risksthat endanger to the assets and business of the Company.
To achieve the aforesaid objectives the Board of Directors of your company has framedthe Risk Management policy to identify assess and mitigate the risk associated with theBusiness of the Company.
CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR)
The provisions of Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 are not applicable to the Company asit doesn t fall in any of the criteria under section 135(1) of the Companies Act 2013.
PARTICULARS OF REMUNERATION OF MANAGERIAL PERSONNEL AND RELATED DISCLOSURES
The ratio of remuneration of each director to the median employee s remuneration andother details in terms of section 197(12) of the Companies Act 2013 read with rule 5(1)of the Companies (Appointment and remuneration of Managerial personnel) Rules 2014 formspart of this report and is attached as Annexure-F.
None of the employees of the Company was in receipt of remuneration in excess of thelimits prescribed under rule 5(2) & 5(3) of the Companies (Appointment andremuneration of Managerial personnel) Rules 2014 during the year under review.Accordingly no such disclosure is required to be made.
POLICY FOR PREVENTION OF SEXUAL HARASSMENT
The Company has framed a policy on prevention of sexual harassment of women staff atworkplace. No case was reported during the year under review under the policy.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Company has formulated a vigil mechanism through Whistle Blower Policy dealing withthe instances of unethical behavior actual or suspected fraud or violation of thecompany s code of conduct. The details of the policy is explained in the CorporateGovernance Report and also posted on the website of the Company.
The detail of the Audit Committee including its composition and terms of reference ismentioned in the Corporate Governance Report forming part of the Directors Report.
The Board during the year under review had accepted all recommendations made to it bythe Audit Committee.
INTERNAL CONTROL SYSTEMS
The Company maintains adequate and effective Internal Control System commensurate withits size and nature of business. Company believe that internal control system provideamong other things a reasonable assurance that transactions are executed with managementauthorization and that they are recorded in all material respects to permit preparationsof financial statements in conformity with established accounting principles and that theasset of the company are adequately safeguarded against significant misuse or loss.
Some significant features of the Internal Control Systems are:
Implementation and control of all transactions including finance requisitionsquality and costing;
Internal audits are conducted by external auditors and they audit all aspects ofbusiness;
Extensive Audit programme and periodic review by Management and Audit Committee.
The Audit Committee closely interacts with and guides management and alongwithstatutory auditors and internal auditors reviews significant findings and follows upthereon.
RELATED PARTY TRANSACTIONS
There is no related party transaction during the year under review except theremuneration paid to Mr. Mohib N Khericha Managing Director of the Company. Related partytransactions policy is available on website of the company.
During the year Company has not accepted any fixed deposits. As on March 31 2015there are no fixed deposits with the Company.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS COURTS OR TRIBUNALS IMPACTING GOINGCONCERN AND COMPANYS OPERATIONS
To the best of our knowledge the company has not received any such orders passed bythe regulators courts or tribunals during the year which may impact the going concernstatus or company s operations in future.
The Board of Directors wish to express their gratitude and appreciation for thecontinuous support and co-operation extended by the Banks the Securities and ExchangeBoard of India the Stock Exchange various Government authorities Financial Institutionsand all shareholders.
Your Directors would also like to take this opportunity to express their appreciationfor the dedicated efforts of the employees of the Company.
The statements forming part of the Directors Report may contain certain forward lookingremarks within the meaning of applicable security laws and regulations. The actualresults performance achievements of the company may be materially different from anyfuture results performance or achievements that may be expressed or implied by suchforward looking statements.
| ||For and on behalf of Board of Directors || |
|Place : Ahmedabad ||Mohib N Khericha ||A L Sanghvi |
|Date : August 28 2015 ||Managing Director ||Vice Chairman |