Your Directors have pleasure in presenting the Annual Report together with AuditedAccounts for the year ended 31st March 2016.
| || ||(Rs in lacs) |
| ||Year Ended 31st March 2016 ||Year Ended 31st March 2015 |
|Income ||32.56 ||42.42 |
|Total Expenditure ||20.37 ||27.84 |
|Profit before interest Dep. And tax ||12.19 ||14.57 |
|Interest ||0.49 ||0.70 |
|Depreciation ||6.11 ||11.94 |
|Taxation ||0.96 ||0.91 |
|Net profit ||4.63 ||1.02 |
|Profit (Loss) brought forward ||6.65 ||6.55 |
|Net Profit (Loss) carried forward ||10.35 ||6.65 |
No dividend was declared during the financial year 2015-16 as the company has utilizedor used its profits in other activities for promoting its business.
A sum of Rs. 0.92 Lacs has been transferred by company to Reserve fund as perguidelines prescribed by Reserve Bank Of India. No other amount is carried to any reservesduring the period under review.
During the year under review the Company has registered a gross income of Rs. 32.56Lacs as compared to the income of Rs. 42.42 lacs in the previous year. The net profit ofthe company was Rs.4.63 lacs as against net profit of Rs. 1.02 lacs in the previous year.
The year 2015-16 has seen downfall in some of the areas of the Indian economy. One ofthe major features of the fiscal year was the unfavorable financial market condition.However the company expect good performance even after stiff competition with bigplayers. The Company is still in process of consolidation and efforts are being made toenhance the net worth of the Company through renewed focus on core competence on Leasingand Investments. However the finance is major problem in expending the business of theCompany.
MANAGEMENT DISCUSSION AND ANALYSIS
The indian economy is now recovering and growth is on track . The financial position ofbanks and corporates have been deteriorated. There are numerous factors which may affectbusiness of finance companies . The performance of the company its profitability attitude of consumers etc. are some of them. Company is taking cautions view and formulatepolicies accordingly.
RESERVE BANK OF INDIA
The Company has continued to follow all applicable guidelines issued by the Reservebank of India for NBFCs regarding Capital Adequacy Asset Classification provisioning andincome recognition on non-performing asset as applicable to category of NBFCs notaccepting Public Deposits.
The Company has not accepted any deposits during the year under review.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY
Details of loans guarantees and investments if any covered under the provisions ofsection 186 of the Companies act 2013 are given in the notes to the financial statements.
SIGNIFICANT AND MATERIAL ORDERS
No significant or material order has been passed by the Regulators /Courts or Tribunalswhich can impact the going concern status and Company's operation in future.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material changes occurred subsequent to the close of financial year ofthe company to which the balance sheet relates and the date of the report which can affectthe financial position of the Company
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
The company has zero tolerance for sexual harassment at work places and has in place apolicy on prevention prohibition and redressal of sexual harassment at work place in theline of provisions of Sexual Harassment of women at work place (Prevention prohibitionand redressal)Act2013and the rules framed thereunder . At present company has no womenworker in service.
CORPORATE SOCIAL RESPONSIBILITY
THE Provisions of companies act 2013 relating to Corporate social responsibility doesnot apply to the company.
DOCUMENTS PLACED ON THE WEBSITE
The following documents have been placed on the website in compliance with the Act : .Financial statements of the Company. Code of conduct for insider trading and corporatedisclosure practices.
ShriM. L. KhandelwalDirector of the Company is retiring by rotation at ensuing AnnualGeneral meeting and being eligible offers him self for reappointment .
Pursuant to provisions of Section 204 of the companies act 2013 M/S AAS &ASSOCIATES Company Secretaries were appointed as Secretarial auditors of the company forthe year ended 31stMarch 2016. The Secretarial Audit report submitted by them is annexed.The report does not contain any qualification.
RELATED PARTY TRANSACTIONS:
ALL the related party transactions that were entered in to during the financial yearwere on an arm's length basis and were in the ordinary course of business. There are nomaterial/significant related party transaction made by the Company which has a potentialconflict with the interest of the Company at large and disclosure in form AOC-2 is givenas required. The Board has framed a policy on related party transaction.
EXTRACTS OF ANNUAL RETURN:
Extracts of annual return is annexed to this report.
M/S Ajay Khandelwal & Associates were appointed internal Auditors of the Companyfor the year ended 31st March 2016 under the provisions of Companies act 2013. TheCompany proposes to continue their services for the year 2016-17.
In Accordance of Section 177 of the Companies act 2013 the Company has constituted aWhistle Blower policy/ Vigil Mechanism to establish a vigil mechanism for the Directorsand employees to report genuine concerns in such manner as may be prescribed and to reportto the management instances of unethical behavior actual or suspected fraud or violationor violation of company's code of conduct.
Company has implemented an integrated risk management approach through which it reviewsand assesses significant risk on a regular basis to ensure the there is a robust system ofrisk controls and mitigation in place.
Senior management periodically review the risk management. The management however ofthe view that no risk element is identified which in opinion of the board may threaten theexistence of the company.
INTERNAL CONTROL SYSTEM
The Company has an internal control system commensurate with the size and complexity ofoperations. The Company has appointed M/S Ajay Khandelwal & Associates Charteredaccountants Jaipur as internal auditors of the Company. The Audit committee has also takeneffective steps to review internal control system from time to time.
M/s R.P. Khandelwal & Associates Jaipur Auditors of the Company hold office untilthe conclusion of the ensuing Annual General Meeting and are recommended forreappointment.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has obtained a declaration from independent Directors the said independentDirector meets the criteria of independence as mentioned in Section 149 (6) of theCompanies Act 2013 and Schedule IV of the Companies Act 2013.
MEETING OF BOARD OF DIRECTORS
The meetings of board of directors held during the year under review on 30-05-201514-8-2015 26-10-2015 14-11-2015 22-12-2015 13-02-2016 29-02-2016 25-03-2016
INDEPENDENT DIRECTORS MEETING
During the year under reference one meeting of Independent directors was held on 25thJanuary 2016 in compliance with the requirement of Schedule IV of the Companies Act2013. At the said meeting performance of non-independent Directors Board as a whole andChairman of the Company was reviewed.
PREVENTION OF INSIDER TRADING
The Company has adopted a code of conduct for fair disclosure and prevention of insidertrading in order to regulate and control trading in securities by Directors and designatedemployees of the Company. The code requires pre-clearance for dealing in the Companyshares and prohibits the purchase and sales of Company shares by Directors and designatedemployees while in possession or unpublished price sensitive information in relation toCompany and during the period of closure of trading window.
(i) Demat/Remat of shares
No request was received for Remat during the financial year. Details of Demat asfollows;
a) Number of shares Dematerialized -1173000
b) Percentage of Shares Dematerialized as on 31st march 2016- 36.086%.
a) There were no transactions of material nature with its related parties that may havethe potential conflict with the interest of the company at large. Transactions withrelated parties are disclosed in Note No 12 of the financial statements.
b) There were no instances of non compliance nor have any penalties imposed by StockExchanges or SEBI or any other statutory authority on any matter related to capital marketduring the last here financial years.
c) Managing Director of the company has certified to the Board with regard to thecompliance made by them in terms of Clause 49 of the listing agreement and the
|Sr. no ||Name of Director/KMP and its designation ||Remuneration to the Director/KMP for the Financial Year 2015-16 ||Percentage Increase/Decre ase in remuneration in the Financial 2015-16 ||Ratio of Remuneration of each director to the Median Remuneration of Employees |
|1. ||Mr. Rajesh Khuteta (M.D) ||501000 ||7.75% ||3.58 |
|2. ||Mr.Vishnu Dusad || || || |
| ||(Independent Director) ||3750 ||- ||0.06 |
|3. ||Mr.Suresh Kumar Gupta || || || |
| ||(Independent Director) ||3750 ||- ||0.06 |
|4. ||Mrs. Ruchi Gupta || || || |
| ||(Independent Director) ||3000 ||- ||0.05 |
|5. ||Mr. M.L. Khandelwal || || || |
| ||(Chairman) || ||- || |
|6. ||Mr. J.C. Kedawat ||240000 ||- ||1.71 |
| ||(Company Secretary) || || || |
|7. ||Mr. Hemant Gupta || || || |
| ||(C.F.O) ||176000 ||38.46 ||1.56 |
certificate form part of this report.
REMUNERATION OF NON-EXECUTIVE/EXECUTIVE DIRECTORS
Details pertaining to remuneration as required under Section 197(12) of the companiesact 2013read with Rule 5 (1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) 2014:
i. The ratio of remuneration of each Director to the median remuneration of theemployees of the company for the financial year 2015-16 and
ii. The percentage increase in remuneration of each Director Chief Financial OfficerCEO Company Secretary or Manager if any in the financial Year .
*Only sitting fee is paid to Independent and non executive Directors.
iii. The number of employees on the roll of the company are three.
iv . The median remuneration of employees (MRE) of the Company is Rs.136400 .The MREfor the year is increased by 5.00 %compared to previous year.
iv. There was no increase in salary of Key Managerial Personnel during the year andmanagerial remuneration except increase in salary of Managing Director by Rs.36000.00 andCompany Secretary by Rs.144000.
v. There is no variable component in remuneration of Directors of the Company.
Vi. 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 -None .
vii. It is hereby affirmed that the remuneration paid is as per the remuneration policyof the company.
Performance Evaluation as per Corporate Governance
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 ((3) (c) of the Companies Act 2013yourDirectors state that :
1. that in preparation of the annual accounts for the financial year ended 31st March2016 the applicable accounting standards have been followed along with proper explanationrelating to material departures;
2. that they have selected such accounting policies and applied them consistently andmade judgments and estimates that are 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 31stmarch 2016 and of the profit or loss of the Company for that period ;
3. that they have taken proper and sufficient care for the maintenance of properaccounting records in accordance with the provisions of the companies Act 2013 and rulesmade thereunder for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.
4. that they have prepared the annual accounts for the financial year ended 31st March2016 on a going concern basis.The Directors had laid down internal financial controls tobe followed by the Company and that such internal financial controls are adequate and wereoperating effectively.
5. The directors had devised proper and systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively
M/s R.P. Khandelwal& Associates Jaipur Auditors of the Company hold office untilthe conclusion of the ensuing Annual General Meeting and are recommended forreappointment.
PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUTGO
The information required under Section 134(3)(m) of the Companies Act2013 relating toconservation of energy and technology absorption is not given since the Company is notengaged in manufacturing activity. The inflow and outgo of the foreign exchange was nilduring the year.
As per to SEBI (Listing Obligation & Disclosure Requirements) Regulations 2015Company is not in perview of Corporate governance regulation. Hence Corporate GovernanceReport is not enclosed with Directors Report.
The Board would like to place on record its sincere appreciation to all the employeesfor their continued efforts towards the growth of the company. The Board also wishes toplace on record the support extended by its Bankers and the trust reposed in it by itsshareholders.
| ||For and on behalf of the Board of Directors |
|PLACE: JAIPUR || |
|DATE: 30th May 2016 ||M.L. KHANDELWAL |
| ||Chairman |