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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 25th Annual Report of the Companytogether with the Audited Accounts for the year ended 31st March 2016.

1. FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year under review are given below :

Particulars Year ended 31.03.2016 Year ended 31.03.2015
(Rs.) (Rs.)
Profit/(Loss) before Tax and Exceptional Items (4765102.35) 1193011.22
Extraordinary Items-Prior Period Expenses 8990.73
Profit/(Loss) before Tax (4765102.35) 1184020.49
Tax expenses :
1) Current Tax 923066.00
2) Deferred Tax (398.00) (5102.00)
Profit/(Loss) after Tax for the year (4764704.35) 266056.49

2. DIVIDEND & RESERVE

The Board have decided not to recommend any dividend for the year under review.

During the year under review no amount was transferred to General Reserve.

3. PERFORMANCE REVIEW

The Company has incurred a loss of Rs. 4764704.35 during the financial year ended31st March 2016. Your Directors are making all efforts to improve the performance of theCompany 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 2016 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 Bombay Stock Exchange (BSE)and Calcutta Stock Exchange (CSE). The reason for suspension of shares of the Company fromtrading in BSE & CSE has not been communicated and your Directors are taking necessarysteps for the same.

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 2016-2017.

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 your Company being thenon-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

In accordance with the Articles of Association of the Company and provisions of theCompanies Act 2013 Smt. Krishna Banerjee (DIN : 06997186) retire by rotation and beingeligible offer herself for reappointment.

Shri Surendra Kumar Jain was appointed as an additional director of the Company w.e.f.27th January 2016 and he shall hold office only upto the date of ensuing Annual GeneralMeeting. A requisite notice has been received from Shri Jain proposing himself as acandidate for the office of the Director.

The Board of Directors on recommendation of Nomination & Remuneration Committeeappointed Shri Surendra Kumar Jain as Managing Director of the Company for a period ofthree years effective from 27th January 2016 to 26th January 2019.

Brief resume of Director seeking appointment/re-appointment in pursuance of Regulation36(3) of SEBI (LODR) Regulations 2015 forms part of the notice of the 25th Annual GeneralMeeting of the Company.

The Board recommends their appointment/re-appointment for the approval of the members.

Shri Niraj Prakash Khetan Managing Director and Smt. Madhu Barnwal Director wereresigned from the post of directorship of the Company w.e.f. close of business hours on27th July 2015 and 10th August 2016 respectively.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Act and Regulation 16(1)(b) of SEBI(LODR) Regulations 2015.

12. BOARD EVALUATION

Pursuant to the provisions of the Act and SEBI (LODR) Regulations 2015 the Board hascarried out an evaluation of its own performance performance of the Directors as well asthe 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 Directors were satisfied with the evaluation results.

13. NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the financial year2015-16 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 has also laid down the criteria for determining qualifications positiveattributes independence of Director and Board diversity and criteria for evaluation ofBoard its Committee and individual Directors. The policy is stated in the Report onCorporate 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. Messers. JMPAssociates Chartered Accountants expressed their unwillingness for re-appointment.

The Board recommends the appointment of Messrs. P. K. Ajitsaria & Co. CharteredAccountants as Statutory Auditors of the Company from conclusion of ensuing Annual GeneralMeeting till the conclusion of Twenty-Eighth Annual General Meeting (AGM) to be held inthe year 2019 subject to ratification of their appointment at every AGM. The Company hasreceived letter from the Auditors to the effect that their appointment if made would bewithin the prescribed limits under the Companies Act 2013 and they are not disqualifiedfor appointment.

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 2016. 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 2016.

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 2016 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

Since the Company does not own any manufacturing facility requirement regarding thedisclosure of particulars of conservation of energy and technology absorption prescribedby 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 Surendra Kumar Jain Sandeep Dey
Kolkata - 700 072 Managing Director Director
Dated : 10th August 2016 DIN : 00166852 DIN : 00177159