Your Directors are pleased to present their Twenty Forth Annual Report on the workingof the Company together with the audited Statements of Accounts for the year ended 31stMarch 2017.
| ||Current Year March 31 2017 ||Previous Year March 31 2016 |
|Profit before interest & depreciation ||20170707 ||34635207 |
|Interest Paid ||- ||- |
|Profit before Depreciation ||20170707 ||34635207 |
|Depreciation ||- ||- |
|Profit before Tax ||20170707 ||34635207 |
|Provision for Tax & deferred Tax Assets ||445000 ||(4740000) |
|Profit After Tax ||19725707 ||29895207 |
|Balance brought forward ||273365611 ||245187885 |
|Balance Available for Appropriation ||293091318 ||275083092 |
|Extra Ordinary Adjustments ||- ||- |
|Excess/(short) Provision for Tax ||478593 ||(1717481) |
|Adjustment for prior year ||- ||- |
|Balance Carried Forward ||293569911 ||273365611 |
Directors have not recommended any dividend.
Directors' Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge confirm that -
a) in the preparation of the accounts the applicable accounting standards have beenfollowed along with proper explanations relating to material departure;
b) appropriate accounting policies have been selected and applied consistently and havemade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that year;
c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;
f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS FOR 2016-2017
Industry Structure and development
The Non-banking Finance Companies (NBFCs) are strictly regulated by Reserve Bank ofIndia by its guidelines and notifications. NBFCS which are engaged ininvestment/securities trading are also subjected to stringent rules and regulations ofthe Securities and Exchange Board of India and Stock Exchanges.
The Capital Market is regulated by stringent rules and regulations of the Securities& Exchange Board of India (SEBI) and the Stock Exchanges. Your Company beingregistered as Non-Banking Finance Company (NBFC) as also mainly engaged in investment inshares and securities is subjected to stringent rules and regulations prescribed by SEBIand RBI.
Performance of the Company
Volatile capital market had an adverse effect on working of your Company.
Total revenue including other income for the financial year ended 31st March 2017 wasRs. 234.32 lacs compared to last year (Rs. 377.70 lacs in the year 2015-16). Earningbefore interest tax depreciation and amortization (EBITDA) was Rs. 201.71 lacs asagainst Rs. 346.35 lacs a year ago. Profit after tax for the year was Rs. 197.26 lacs asagainst Rs. 298.95 lacs in 2015-16.
Your Directors do not propose to transfer any amount to General Reserves. An amount ofRs. 197.26 is being carried forward in the statement of Profit & Loss.
Loans Guarantees and investments
The Company has not given any loan or guarantee. The Company has made investments inshares securities and bonds details of which are provided in the financial statements.
Opportunity and threats
The governments both at central and state are taking various steps to boost economy.This will encourage the healthy growth of Capital Market.
Even after demonetization the Indian Economy has shown a healthy growth. For thefinancial year under review GDP growth was 7 %. Various efforts of the government todevelop infrastructure will definitely help Economic growth. Further new regime ofindirect taxation viz. Goods & Service Tax (GST) will also boost the economy. Thegovernment's policy of SABKA SATH SABKA VIKAS' will go a long way in increasing theprosperity. All these will have a positive effect on the capital market. Keeping this inview your Directors feel barring unforeseen circumstances the future of your Company iswell secured.
Conservation of Energy etc.
Since the Company is not engaged in any manufacturing activity information as requiredunder the provisions of Section 134 (3) (m) of the Act is not furnished. During the yearunder consideration the Company did not earn nor spend any foreign exchange.
In line with the requirement of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a separate report on Corporate Governanceis annexed which forms part of this report. A certificate of CEO and CFO of the Companyconfirming the correctness of the financial and cash flow statements adequacy of theinternal control measures and reporting of matters to the Audit Committee is also annexedand forms part this Directors' Report.
Transactions with related parties
None of the transactions with related parties falls under the scope of Section 188(1)of the Companies Act 2013. Hence information pursuant to Section 134(3) (4) of the Actread with relevant rules is not given.
The Company does not have any subsidiary.
Consolidated Financial Statement
Since the Company does not have any subsidiary joint venture or associatesconsolidated accounts are not prepared.
Material Changes and Commitment
There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of this report.
Your Company has not accepted any deposit from the public its shareholders oremployees during the year under review.
Directors and key managerial personnel
The terms of Mr. Prarvin Gupta as an Independent Director shall expire on 3rdJuly 2017. However Mr. Gupta is eligible to seek one more term of five years. TheCompany has received a notice under Section 160 of the Companies Act 2013 alongwith arefundable deposit of Rs.100000/- conveying an intention of proposing the appointmentof Mr. Pravin Gupta as an Independent Director.
To comply with the provisions of the Companies Act 2013 and Articles of Association ofthe Company Mrs. Jyoti Anuj Jain shall retire by rotation in the ensuing annual generalmeeting. However being eligible she offers herself for reappointment.
During the year under review none of the non-executive directors had any pecuniaryrelationship or transactions with the Company.
Mr. Sunil Sharma is the Chief Executive Officer and Mr. Manish Parikh is the ChiefFinance Officer of the Company.
Mr. Ramakant R. Chokhani being qualified also acts as the Company Secretary.
Nomination & Remuneration Policy pertaining to appointment of Director and seniormanagerial personnel is annexed to this report as Annexure I
Declaration of Independence
All the independent directors have submitted declarations as required pursuant toSection 149(7) of the Companies Act 2013 stating that they meet the criteria ofindependence as stipulated in Section 149(6) of the Act.
Number of meeting of the Board
Four meetings of the Board of Directors and one meeting of Independent Directors wereheld during the year under review. Corporate Governance Report which forms part of thisreport contains the details about the Board meeting as also meeting attended by eachDirectors of the Company.
Pursuant to the provisions of the Act and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the Board of Directors had done the annual evaluation ofits own performance its committees and individual directors. The Nomination andRemuneration Committee reviewed the performance of the individual directors on the basisof criteria such as the contribution of the individual director to the Board and committeemeetings.
In a separate meeting of independent directors performance of non-independentdirectors performance of the Board as a whole was evaluated taking into account theviews of non-executive directors.
Policy on appointment of directors and remuneration as provided in Section 178(3) ofthe Companies Act 2013 has been dealt with in the corporate governance report whichforms part of the Directors' Report.
The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.
Internal Control System
There are reasonable internal control systems at all levels in the Company. The Companyhas appointed M/s. Chajjed Kedia & Associates Chartered Accountants as InternalAuditors who reports the Audit Committee.
The Company has Risk Management Committee. This committee is responsible for reviewingthe risk management plan and its effectiveness. The audit committee also reviews thefinancial risk and its control. The management also continuously access the risk involvedin the business and all out efforts are made to mitigate the risk with appropriate action.
Information required under Section 197 of the Act read with rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are appended to thisreport as Annexure II and forms part of this report.
None of the employees of the Company was in receipt of a remuneration exceeding Rs.5lakhs per month or Rs.60 lakhs per annum as required under the Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
According to Directors there are no adverse remarks made by Statutory Auditors intheir report. Notes to the accounts are self-explanatory to comments/observation made bythe auditors in their report. Hence no separate explanation is given.
M/s P. C. Ghadiali & Co. LLP Chartered Accountants Statutory Auditors of yourCompany shall retire at the forthcoming Annual General Meeting. Pursuant to the provisionsof the Companies Act 2013 M/s. P C Ghadiali & Co. LLP shall not be eligible forreappointment. The Company has received a letter from M/s. B.M. Ghatani & CompanyChartered Accountants confirming that they are eligible for appointment and haveconsented to act as Statutory Auditors if appointed by the members of the Company. YourDirectors propose to seek appointment of the Statutory Auditor for a term of five yearswhich will be ratified by the shareholders each year in their annual general meeting.
Members are requested to appoint Auditors and fix their remuneration.
During the year Secretarial Audit was carried out by Mr. Upendra C. Shukla PracticingCompany Secretary for the financial year 2016-17. The report on the Secretarial Audit isappended as Annexure III to this report. According to the Board of Directors the reportdoes not have any adverse remark.
Extract of Annual Return
An extract of Annual Return in Form MGT-9 in pursuance to the provisions of Section92(3) of the Companies Act 2013 is annexed to this report as Annexure IV and forms partof this report.
Internal Financial Controls
The Board of Directors has devised systems policies and procedures/frameworks whichare currently operational within the company for ensuring the orderly and efficientconduct of its business which includes adherence to company's policies safeguardingassets of the company prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of reliable financialinformation. In line with best practices the Audit Committee and the Board reviews theseinternal controls systems to ensure they remain effective. These controls are reviewed atregular intervals.
Corporate Social Responsibility (CSR):
Brief outline on the Corporate Social Responsibility (CSR) Policy of the Company andthe initiative undertaken by the Company on CSR activities during the year are set out inthe format prescribed in the Companies (Corporate Social Responsibility Policy) Rules2014 and is annexed as Annexure V to this report. The said CSR Policy is hosted onthe Company's website.
The Company has a vigil mechanism policy to deal with instances of fraud andmismanagement. The whistle blower policy adopted by the Board of Directors is hosted onthe website of the Company.
Reporting of Fraud
The Auditors of the Company have not reported any fraud as specified under the secondproviso of Section 143(12) of the Companies Act 2013.
Details of significant and material orders passed by the regulators or courts ortribunals
During the year under review there was no material and significant orders passed byany of the regulators or courts or tribunals impacting the going concern status and theCompany's operations.
Prevention of Sexual Harassment at Workplace
Since the Company does not have any woman employee the provisions of the SexualHarassment of Workmen at Workplace (Prevention Prohibition and Redressal) Act2013 doesnot apply.
Statements in the Annual Report particularly those which relate to ManagementDiscussion and Analysis may constitute forward looking statements within the meaning ofapplicable laws and regulations. Although the expectations are based on the reasonableassumption the actual results might differ.
The Directors wish to place on record their deep sense of appreciation to the Company'sBankers and all the staff members for their unstinted support. Your directors also wish tothank the shareholders for confidence reposed in the management of the Company.
| ||For and on Behalf of the Board |
| ||Sd/- |
| ||RAMAKANT.R. CHOKHANI |
| ||(CHAIRMAN) |
|Place: Mumbai ||(DIN: 00613176) |
|Date: May 29 2017 || |