Confidence Finance & Trading Ltd.
|BSE: 504340||Sector: Financials|
|NSE: N.A.||ISIN Code: INE180M01033|
|BSE 12:52 | 16 Feb||5.30||
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Confidence Finance & Trading Ltd. (CONFIDENCEFINAN) - Director Report
Company director report
Your Directors present their report on Business and Operations of the Company alongwith Audited Statement of Accounts for the year ended on March 31 2016.
During the year Company has earned the income of Rs. 695.16 lakhs as compared to Rs.215.47 lakhs in the previous year. The Net Profit after Tax stood Rs. 4.12 lakhs asCompared to Rs. 33.70 lakhs in the previous year.
Your Directors decided to plough back the profit and therefore dividend is notdeclared.
CHANCE IN NATURE OF BUSINESS. IF ANY
There are no major changes in the Business of the Company. However during the yearunder review the company has undertaken significant exposure in capital market operations.
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF THE COMPANY'SAFFAIR
The Company does not have any significant Business activity other than that of CapitalMarket Operations and Interest income.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
DETAILS OF SUBSIDIARY/ASSOCIATE AND 101 NT VENTURES COMPANIES
The Company has no Subsidiary/Associate and Joint Venture Companies during period underreview. INVESTMENT IN IOINT VENTURES
The Company has not made any investment in Joint Venture during the period underreview.
HUMAN RESOURCE DEVELOPMENT
Your Company has always believed that Human Resource is the most important resource andcontinues to work for its development. The functioning and activities were further alignedto Companys Business objectives. The Human Resource Development activities focusedon multi-skill training performance and improvement etc.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 149 of the Act Mr. Ashok Nagori and Ms. SnehaMoreshwar Rant were appointed as Independent Directors at the Annual General Meeting ofthe Company held on 30th September 2015. They have submitted a declarationthat each of them meets the criteria of independence as provided in Section 149(6) of theAct and there has been no change in the circumstances which may affect their status asIndependent Director during the year.
Mr. Manish Jain appointed as Executive Director w.e.f. 30lh September 2015to enhance the Board.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr Manish Jain retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for reappointment.
During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company other than the sifting fees for the purposeof attending Meetings of the Company.
Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company is Ms. Revati Maykal Chief Financial Officer (CFO). There has been no changein the Key Managerial Personnel (KMP) during the year.
The Board of Directors and Nomination and Remuneration Committee has carried out anannual evaluation performance of Board as whole Board Committees and individual Directorspursuant to the provisions of the Act and the Corporate Governance requirements asprescribed by Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.
The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria and policy' formulated by Nomination andRemuneration Committees in consultation with Independent Directors of the Company.
The performance of the committees was evaluated by the Board after seeking inputs fromthe Committee Members on the basis the criteria and policy formulated by Nomination andRemuneration Committees in consultation with Independent Directors of the Company.
The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual Directors on the basis of the criteria such as the contribution of theindividual Director to the Board and Committee Meetings like active participation in thediscussion meaningful and constructive contribution and inputs in Meetings etc. Inaddition the Chairman was also evaluated on the key aspects of his role.
In a separate Meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of Executive Directors and Non-ExecutiveDirectors. The same was discussed in the Board Meeting that followed the Meeting of theIndependent Directors at which the performance of the Board its Committees andindividual Directors was also discussed. Performance evaluation of Independent Directorswas done by the entire Board excluding the Independent Director being evaluated.
India has a diversified financial sector which is undergoing rapid expansion both interms of strong growth of existing financial service firms and new entities entering themarket There are several significant reforms which took place in the sector; through thesereforms your Company is optimistic about growth in the business. Your Company with itsstrong establishment thrives to leverage this opportunity.
PARTICULARS OF IPANS. GUARANTEES OR INVESTMENTS BY COMPANY
The Particulars of Loans or Advances or Investments made under Section 186 of the Actare furnished in Financial Statement's notes to account forming part of Annual Report.
TRANSACTIONS WITH RELATED PARTIES
All transactions entered with Related Parties for the year under review were onarms length basis and in the ordinary course of business and that the provisions ofSection 1B8 of the Act are not attracted. Information on transactions with Related Partiespursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts)Rules 2014 are given in Annexure in Form AOC-2 and the same forms part of this reportFurther there are no material Related Party transactions during the year under reviewwith Promoters Directors or Key Managerial Personnel. The Company has developed a RelatedParty transactions framework through Standards Operating Procedures for the purpose ofidentification and monitoring of such transactions.
All Related Party transactions are placed before the Audit Committee as also before theBoard for approval. Omnibus approval was obtained on a quarterly basis for transactionswhich are of repetitive nature. Transactions entered into pursuant to omnibus approval areaudited and a statement giving details of all Related Party transactions are placed beforethe Audit Committee and Board for review and approval on a quarterly basis.
The Policy on Related Party transactions as approved by the Board of Directors has beenuploaded on the website of the Company. None of the Directors has any pecuniaryrelationship or transactions vis-a-vis the Company.
Materia) changes and commitment if any affecting the financial position of theCompany occurred between the end of the financial year to which this financial statementsrelate and the date of the report.
No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statement relateon the date of this report.
The year 2015-16 ended with improvement over the year 2014-15 with increase in incomefrom Rs. 215.47 to 695.15 lakhs.
During the year under review your Company has not accepted any Deposits under Chapter Vof Companies Act 2013.
There is no inflow and outflow of Foreign Exchange during the year under review.
DIRECTORS' RESPONSIBILITY STATEMENT
The Financial Statements are prepared in accordance with the Generally AcceptedAccounting Principles (GAAP) under the historical cost conversion on accrual basis exceptfor certain financial instruments which are measured at fair values GAAP comprisesmandatory Accounting Standards as prescribed under Section 133 of the Act. read with Rule7 of the Companies (Accounts) Rules 2014 the provisions of the Act: (to the extentnotified).
The Directors confirm that:
a. In the preparation of tine Annual Accounts the applicable Accounting Standards hadbeen followed and that no material departures have been made from the same:
b. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitand loss of the Company for that period;
c. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. they have prepared the Annual Accounts on a going concern basis; and
e. they have laid down Internal Financial Controls for the Company and such InternalFinancial Controls are adequate and operating effectively; and
f. they have devised proper systems to ensure Compliance with the provisions of ailapplicable laws and such systems are adequate and operating effectively.
CORPORATE SOGlAl RESPONS1BIUTV fCSRl
Provisons of Section 135 of the Companies Act 2013 are not applicable to the Companyduring the period under review.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Vigil Mechanism of the Company which also incorporates a Whistle Blower Policy interms of the SEB1 (Listing Obligation and Disclsure requirments) Regulations2015 toreport genuine concerns or grievances. The Vigil Mechanism/ Whistle Blower Policy may beaccessed on the Company's website www.ctcl.co.in
NUMBER OF MEETINGS OF THE BOARD
Four (4) Meetings of the Board were held during the year. For details of the Meetingsof the Board please refer to the Corporate Governance Report which forms part of thisreport.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Companys policy on Directors appointment and remuneration and othermatters provided in Section 178(3) of the Act has been disclosed in the CorporateGovernance Report which forms part of this report.
PREVENTION OF SEXUAL HARASSMENT AT WORK Pl.ACK
As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (Act) and Rules made thereunder your Company asconstituted Internal Compliants Committee (ICC). During the year no complaints were filedwith the Company and the same were investigated and resolved as per the provisions of theAct.
The Company had no employee during the year covered under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
M/s Suresh Anchaliya & Co. were appointed as Statutory Auditors of your Companyat the Annual General Meeting held on 30lh September 2015 for a term offive (5) consecutive years. As per the provisions of Section 139 of the Companies Act2013 the appointment of Auditors is required to be ratified at Annual General Meeting.
Pursuant to the provisions of the Companies Act 2013 and Rules there on Ms. DeepikaSinghvi Practising Company Secretary has been appointed to conduct SecetarialAudit of the Company for the financial year 201516. The Secretarial Audit Report isannexed to this Report.
The Secretarial Auditor in their Report have pointed out that Company has not appointed'Whole Time Company Secretary pursuant to the provisions of Companies Act 2013. Thecomments made by the Secretarial Auditor and the response of Directors on them are asunder;
1. Non Apppointment of Wholetime Company Secretary:
The Company had appointed Ms. Nikita Mor as Whole Time Company Secretary and ComplianceOfficer who resigned from the said post w.e.f. 21st May 2016. This vacancy isbeing filled after selecting and appointing Ms. Amilcsha Bhatiwara in the Board Meetingheld on 12l* August 2016.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The Company is not engaged in manufacturing activties and as such the particularsrelating to conservation of energy and technology absorption are not applicable. Howeveryour Company takes every reasonable steps and measures to conserve the energy in the bestpossible manner on continious basis.
RISK AND INTERNAL FINANCIAL CONTROL SYSTEMS ANO THEIR ADEQUACY
Your Company has an elaborate Risk Management procedure. Major risks identified by thebusinesses and functions are systematically addressed through mitigating actions on acontinuing basis. The key risks and mitigating actions are placed before the AuditCommittee of the Company.
The Company's Internal Control Systems are commensurate with the nature of its businessand the size and complexity of operations. Significant audit observations and follow upactions thereon are reported to the Audit Committees.
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements as set out by The Securities and ExchangeBoard of Indai (SEE)). The report on Corporate Governance as stipulated under the SEBI(Listing Obligations and Disclosure Requirments) Regulations 2015 forms an integral partof this Report. Hie requisite certificate from the Auditor confirming compliance with theconditions of Corporate Governance is attached and is forming the part of Annual Report.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return in Form MGT-9 as required under Section 92(3) and Rule 12of the Companies (Management and Administration) Rules 2 014 is appended as an Annexureto this Report.
CO (IE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe Company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviours of any form and the Board has laid down thedirectives to counter such acts. The Code laid down by the Board is known as "Code ofBusiness Conduct" which forms an Appendix to the Code. The Code has been posted onthe Company's website www.ctcl.co.in. The Codelays down the standard procedure of business conduct which is expected to be followed bythe Directors and the designated employees in their business dealings and in particular onmatters relating to integrity in the work place in business practices and in dealing withStakeholders. The Code gives guidance through examples on the expected behaviour from anemployee in a given situation and the reporting structure.
All the Board Members and the Senior Management Personnel have confirmed Compliancewith the Code. Ail Management Staff were given appropriate training in this regard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil Mechanism named Fraud and Risk Management Policy to deal withinstances of fraud and mismanagement if any.
In staying true to our values of Strength Performance and Passion the Company iscommitted to the high standards of Corporate Governance and Stakeholders responsibility.
The Fraud and Risk Management Policy ensures that strict confidentiality is maintainedwhilst dealing with concerns and also that no discrimination will be meted out to anyperson for a genuinely raised concern.
A Committee has been constituted which looks into the complaints raised. The Committeereports to the Audit Committee and the Board.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading math a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's Shares and prohibitsthe purchase or sale of Company Shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
All Board Directors and the designated employees have confirmed compliance with theCode.
BUSINESS RESPONSIBILITY REPORTING
The Business Responsibility Reporting as required by Regulation 34 of the SEB1 (ListingObligations and Disclosure Requirments) Regulation 2015 is not applicable to yourCompany for the financial year ended March 312016
The Board of Directors wishes to express their sincere thanks to Bankers ShareholdersClients and all the Employees of the Company for extending their support during the year.
Annexure to the Directors' Report
Statement of Disclosure of Remuneration Under Section 197 of Companies Act 2013 andRules 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
I. Ratio of the remuneration of each Executive Director to the median remuneration ofthe Employees of the Company for the financial year 2015-16 the percentage increase inremuneration of Chief Financial Officer and other Executive Director during the financialyear 2015-16
II. The percentage increase in the median remuneration of Employees for the financialyear was 67.33.
ill. The Company has 9 (Nine) permanent Employees on the roils of Company as on 31stMarch 2016
IV. Relationship between average increase in remuneration and Companysperformance : Every year the Salary increases for the Company are decided on thebasis of a benchmarking exercise that is undertaken with similar profile organizations.During the year similar approach was followed to establish the remuneration increases tothe Employees. Variable compensation is an intergral part of our total reward package andis directly linked to an individual Performance rating and business Performance. There ismarginal increase in Salary expenses during the year compare to previous financial year.
V. Comparison of the remuneration of the Key Manaerial Personnel against theperformance of the Company : Remuneration awarded to the Key Managerial Personnel forthe current year was duly reviewed and approved by the Nomination and RemunerationCommittee of the Company.
VI. Variations in the Market Capitalisation of the Company Price Earning Ratio asat the closing date of the current financial vear and nrevious financial Year.
Ihe Closing Share Price of the Company at BSE Limited on 31st March 2016being Rs.0.93 per Equity Share of Face Value of Re. If- each.
VII. Average percentage increase made in the salaries of Employees other than theManagerial Personnel in the financial year was (126.49)%. Where as decrease in theManagerial Remuneration was 68.81%.
ViII. The Key parameters for any variable component of remuneration : Variablecompensation is an intergral part of our total reward package and is directly linked to anIndividual Performance rating and business performance. At the start of the year everyEmployee (including Executive Directors) have key targets assigned for the year inaddition to their job fundamentals. These are drawn from the organizational strategic planand are then reviewed for consistency and stretch.
IX. The Ratio of the remuneration of the highest paid Director to that of the Employeeswho are not Directors but receive remuneration in excess of the highest paid Directorduring the year: Not Applicable.
X. It is hereby affirmed that the remuneration paid during the year is as per theRemuneration Policy of the Comnanv
FORM NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies
(Accounts) Rules 2014
Form for Disclosure of particulars of Contracts/Arrangements entered into by theCompany with Related Parties referred to in sub section (1) of Section 188 of theCompanies Act 2013 including certain arms length transaction under third provisothereto.
1. Details of contracts or arrangements or transactions not at Arm's length basis.
2. Details of contracts or arrangements or transactions at Arm's length basis.