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CMS Finvest Ltd.

BSE: 532104 Sector: Financials
NSE: N.A. ISIN Code: INE915A01011
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CMS Finvest Ltd. (CMSFINVEST) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 24th Annual Report of the Companytogether with the Audited Accounts for the year ended 31st March 2015.

1. FINANCIAL HIGHLIGHTS

The working results of the Company for the year under review are given below :

Particulars Year ended 31.03.2015 Year ended 31.03.2014
(Rs.) (Rs.)
Profit before Tax and Exceptional Items 1193011.22 128432.20
Extraordinary Items-Prior Period Expenses 8990.73 2191.00
Profit before Tax 1184020.49 126241.20
Tax expenses :
1) Current Tax 923066.00
2) Deferred Tax (5102.00)
Profit after Tax for the year 266056.49 126241.20

2. DIVIDEND & RESERVE

The Board have decided not to recommend any dividend for the year under review. Duringthe year under review no amount was transferred to General Reserve.

3. PERFORMANCE REVIEW

The performance of the Company during the current year has not been upto theexpectation due to high volatility in the market. Your Directors are making all efforts toimprove the performance of the Company further in future.

4. CHANGE IN NATURE OF BUSINESS IF ANY

There was no change in the nature of business of the Company during the financial yearended 31st March 2015.

5. SHARE CAPITAL

The paid up equity capital as on March 31 2015 was Rs. 1399.59 Lakhs. During the yearunder review the Company has not issued shares with differential voting rights nor hasgranted stock options or sweat equity.

6. SUBSUDIARY/JOINT VENTURE/ASSOCIATE

The Company does not have any Subsidiary/Joint Venture/Associate.

7. LISTING OF EQUITY SHARES

The Equity Shares of your Company are presently listed on three Indian Stock Exchangesviz. Ahmedabad Stock Exchange (ASE) Bombay Stock Exchange (BSE) and Calcutta StockExchange (CSE).

Listing fees for the financial year 2015-16 have been paid to Stock exchanges. TheCompany has also paid the annual custodian fees to NSDL and CDSL for the Securities of theCompany held in dematerialized mode with them for the year 2015-2016.

8. FIXED DEPOSITS

During the year under review your Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.

9. LOANS GUARANTEES AND INVESTMENTS

Pursuant to Section 186(11) of the Companies Act 2013 any acquisition made by anon-banking financial Company is exempted from disclosure in the Annual Report.

10. CORPORATE SOCIAL RESPONSIBILITY

The provisions of the Companies Act 2013 regarding Corporate Social Responsibilitiesare not applicable to the Company.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the Annual General Meeting of the Company held on 24th September 2014 the Membershad approved the appointment of Shri Akshya Kumar Parida Shri Thakur Prasad and ShriSandeep Dey as an Independent Directors for a term of five years. All IndependentDirectors have given declarations that they meet the criteria of independence as laid downunder Section 149 (6) of the Act and Clause 49 of the Listing Agreement entered into withthe Stock Exchanges.

During the year Smt. Krishna Banerjee was appointed as an Additional Director of theCompany w.e.f 24th March 2015 and she shall hold office only up to the date of ensuingAnnual General Meeting. A requisite notice has been received from Smt. Banerjee proposingherself as a candidate for the office of Director whose period of office is liable todetermination by retirement of directors by rotation.

During the year Smt. Madhu Barnwal was appointed as an Additional Director of theCompany w.e.f 12th August 2015 and she shall hold office only up to the date of ensuingAnnual General Meeting. A requisite notice has been received from Smt. Barnwal proposingherself as a candidate for the office of Director whose period of office is liable todetermination by retirement of directors by rotation.

The Board recommends their appointment for the approval of the members.

Shri Goutam Karmakar was appointed as Chief Financial Officer of the Company w.e.f.12th August 2014. The said appointment is in pursuance of Section 203 of the CompaniesAct 2013 read with Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 and in compliance of Clause 49 of the Listing Agreement.

The Board of Directors of the Company at their meeting held on 30th April 2014approved the continuation of office of existing KMP Shri Nawin Lahoty as CompanySecretary of the Company.

Shri Niraj Prakash Khetan Managing Director of the Company was resigned from theoffice of Director/ Managing Director w.e.f 27th July 2015.

12. BOARD EVALUATION

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement the Boardhas carried out an evaluation of its own performance performance of the Directors as wellas the evaluation of the working of its committee.

The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Director being evaluated. The performance evaluation of the ManagingDirector and Non Independent Director was carried out by the Independent Directors attheir meeting without the attendance of Non- Independent Directors and members of themanagement. The Nomination & Remuneration Committee also reviewed the performance ofthe Board its Committee and of the Directors. The Directors were satisfied with theevaluation results.

13. NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the financial year2014-15 forms part of Report on Corporate Governance.

14. INTERNAL FINANCIAL CONTROL

The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control system and suggests improvements to strengthen thesame. In opinion of the board the existing internal control framework is adequate andcommensurate to the size and nature of the business of the Company. During the year suchcontrols were tested and no reportable material weaknesses in the design or operation wereobserved.

15. NOMINATION & REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and other employees of the Company.This policy also lays down criteria for selection and appointment of Board Members. Thepolicy is stated in the Report on Corporate Governance.

16. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a mechanism called "Whistle Blower Policy" for Directors andemployees to report genuine concerns or grievances. The policy is available on the websiteof the Company (www.cmsinfotech.com).

17. RISK MANAGEMENT POLICY

The Company has a Risk Management Policy in accordance with the provisions of the Actand Clause 49 of the Listing Agreement which provides a mechanism for risk assessment andmitigation.

At present the Company has not identified any element of risk which may threaten theexistence of the Company.

18. RELATED PARTIES TRANSACTION

All related party transactions that were entered into during the financial year were inthe ordinary course of the business and were on arm’s length basis. Thus disclosurein Form AOC-2 is not required. Further there were no materially significant related partytransactions entered by the company with Promoters Directors Key Managerial Personnel orother persons which may have potential conflict with interest of the company. The policyon Related Party transaction as approved by Board of Directors has been uploaded on thewebsite of the Company. The web link of the same is www.cmsinfotech.com

Details of the transactions with Related Parties are provided in the accompanyingfinancial statements.

19. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS

During the year there are no significant and material order passed by theRegulators/Courts which would impact the going concern of the Company and its futureoperation.

20. DIRECTOR’S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that :

i) in the preparation of the annual accounts the applicable accounting standards havebeen followed.

ii) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.

iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the directors have prepared the annual accounts on a going concern basis.

v) the directors had 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 system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

21. AUDITORS’ REPORT/SECRETARIAL AUDIT REPORT

The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

22. AUDITORS

Statutory Auditors

Messers. JMP Associates Chartered Accountants Statutory Auditors of the Companyholds office till the conclusion of the ensuing Annual General Meeting and are eligiblefor re-appointment.

The Company has received letter from the Auditors to the effect that theirre-appointment if made would be within the prescribed limits under the Companies Act2013 and they are not disqualified for re-appointment. The Board recommends theappointment of the auditors from conclusion of ensuing Annual General Meeting till theconclusion of next Annual General Meeting.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed M/s. B. K. Barik & Associates a firm of Company Secretaries in Practiceto undertake the Secretarial Audit of the Company for the year ended 31st March 2015. TheSecretarial Audit Report is annexed herewith as Annexure I.

Internal Auditor

M/s. Dash & Associates Chartered Accountants performs the duties of internalauditors of the company for the year ended 31st March 2015.

23. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management andAdministration) Rules 2014 the extract of Annual Return in form MGT.9 is annexedherewith as Annexure II.

24. MATERIAL CHANGES

There have been no material changes and commitments affecting the financial position ofthe company which have occurred since 31st March 2015 being the end of the FinancialYear of the Company to which financial statements relate and the date of the report.

25. FOREIGN EXCHANGE

During the period under review there was no foreign exchange earnings or out flow.

26. STATUTORY INFORMATION

The Company being basically in the investment & financial sector requirementregarding the disclosure of particulars of conservation of energy and technologyabsorption prescribed by the rules is not applicable.

27. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. There are no employees who are in receiptof remuneration in excess of the limit specified under Rule 5 (2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. In terms of Section136 of the Act the reports and accounts are being sent to the members and others entitledthereto excluding the information on employees’ particulars which is available forinspection by the members at the Registered office of the company during business hours onworking days of the company up to the date of ensuing Annual General Meeting. If anymember is interested in obtaining a copy thereof such member may write to the Company inadvance.

28. EMPLOYER EMPLOYEE RELATIONSHIP

The Company has maintained a cordial relationship with its employees which resulted insmooth flow of business operations during the year under review.

29. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

As per the Listing Agreement with the Stock Exchanges the Company has implemented theCode on Corporate Governance. The Corporate Governance compliance certificate obtainedfrom the Auditors of the Company is attached to Report on Corporate Governance.

The Management Discussion and Analysis Report and the Report on Corporate Governanceforms an integral part of this report. The Board members and Senior management personnelhave confirmed compliance with the Code of conduct.

30. ACKNOWLEDGEMENTS

Your Directors acknowledge the support and owe a debt of gratitude to the MembersInvestors Consultants & Bankers. Your Directors’ also place on record theirsense of appreciation for the valuable contribution made by the employees of the Company.

On behalf of the Board of Directors
Registered Office : For CMS Finvest Limited
10 Princep Street
2nd Floor Akshya Kumar Parida Sandeep Dey
Kolkata - 700 072 Director Director
Dated : 12th August 2015 DIN No. 01651737 DIN No. 00177159

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