Crest Ventures Ltd.
|BSE: 511413||Sector: Financials|
|NSE: CREST||ISIN Code: INE559D01011|
|BSE LIVE 15:40 | 23 Feb||120.10||
|NSE LIVE 15:31 | 23 Feb||120.25||
|Mkt Cap.(Rs cr)||312.86|
|Mkt Cap.(Rs cr)||312.86|
Crest Ventures Ltd. (CREST) - Director Report
Company director report
To the Members
Your Directors are pleased to present the Thirty Fourth Annual Report of yourCompany alongwith the Standalone and Consolidated Audited Financial Statements for thefinancial year ended March 31 2016.
The financial performance of the Company for the year ended March 31 2016 issummarised below:
(Rs. in lacs)
RESULTS FROM OPERATIONS
A detailed discussion on the business performance and future outlook is included in theManagement Discussion and Analysis which forms part of the Directors Report.
DIVIDEND AND RESERVES
During the year under review your Directors are pleased to recommend a dividend of Rs.0.50 per share (5%) on the face value of Rs. 10 each (previous year Rs. 0.50 per share(5%)). The dividend payout will aggregate to Rs. 86.85 lacs (previous year Rs. 86.85 lacs)and the tax on distributed profits payable by the Company would amount to Rs. 18.17 lacs(previous year Rs. 18.17 lacs). The payment of dividend is subject to the approval of theMembers which is being sought at the forthcoming Annual General Meeting and shall be paidto those Members whose name appear in the Register of Members of the Company as on July30 2016.
Your Directors recommend transferring of Rs. 203.01 lacs to special reserve for thefinancial year 2015-16.
The paid up Equity Share Capital as on March 31 2016 was Rs. 1737 lacs. During theyear under review the Company has neither issued any shares with differential votingrights nor granted any stock options nor any sweat equity.
The Company has increased its authorised share capital from Rs. 1750 lacs to Rs. 5550lacs during the financial year under review which consists of authorised equity andpreference share capital. The Shareholders have approved this by means of postal ballot.
Except Mr. Vijay Choraria Managing Director of the Company who holds 944435 equityshares in the Company none of the other Directors or Key Managerial Personnel of theCompany hold shares in the Company.
Cash and cash equivalents as on March 31 2016 was Rs. 286.80 lacs. The Companycontinues to focus on judicious management of its working capital. Receivablesinventories and other working capital parameters are kept under strict check by continuousmonitoring.
The Company has not accepted any deposits which would be covered under Section 73 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The provisions of Section 186 of the Act pertaining to investment and lendingactivities is not applicable to the Company since the Company is an NBFC whose principalbusiness is acquisition of securities. The particulars of guarantee provided during thefinancial year are given in the Notes to the financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All related party transactions entered by the Company during the financial year were onan arms length basis and were carried out in the ordinary course of business. Thereare no materially significant related party transactions made by the Company during theyear under consideration with the Promoters Directors or Key Managerial Personnel whichmay have a potential conflict with the interest of the Company at large. All the relatedparty transactions as required under Accounting Standard - 18 are reported in the Notes tothe financial statements.
All related party transactions are placed before the Audit Committee and also beforethe Board for its approval. Prior approval of the Audit Committee is obtained on an annualbasis specifying the upper ceiling as to the amount for transactions which are of arepetitive nature. The transactions entered into pursuant to the prior approval so grantedare placed before the Audit Committee and the Board of Directors on a quarterly basis.
In accordance with the Regulation 23 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has in place a Policy on Materiality ofRelated Party Transactions and a Policy on Dealing With Related Parties. The policy isavailable on the Companys website at www.crest.co.in.The particulars as required under the Companies Act 2013 are furnished in Form AOC - 2which is annexed as "Annexure A" to this report.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the provisions of Section 135 of the Companies Act 2013 the Boardof Directors of the Company has constituted a Corporate Social Responsibility (CSR)Committee. At present following are the members of the Committee:
1. Mr. Vasudeo Galkar - Chairman
2. Mr. Vijay Choraria - Member
3. Mr. Rajeev Sharma - Member
During the year the Company undertook a number of CSR initiatives which mainly focusedon eradicating hunger poverty malnutrition women empowerment promoting education andrural development projects. In this connection the Company during the year underconsideration spent an amount of Rs. 11.50 lacs. A detailed list of the CSR contributionmade is annexed herewith as "Annexure B" and the CSR policy of theCompany is uploaded on the Companys website at www.crest.co.in.
INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY
Information on the operational and financial performance among others are given inthe Management Discussion and Analysis which is annexed to this report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an internal control system commensurate with the size of itsoperations and nature of its business activities. The Internal Auditor monitors andevaluates the efficacy and adequacy of internal control system in the Company itscompliance with operating systems accounting procedures and policies at all locations ofthe Company. The Companys Internal Auditors submit quarterly reports which areplaced before the Audit Committee.
The Board of Directors of the Company has formed a Risk Management Committee to frameimplement and monitor the Risk Management Policy for the Company. The Committee isresponsible for reviewing the risk management plan and ensuring its efficiency. The policyis available on the Companys website at www.crest.co.in.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
As required under Regulation 22 of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has an effectiveWhistle Blower Policy to deal with the instances of fraud and mismanagement. The detailsof the policy are enumerated in the Corporate Governance Report. The policy is availableon the Companys website at www.crest.co.in.
The policy provides for adequate safeguard against the victimisation of the employees.The Vigil Mechanism is overseen by the Audit Committee.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaints Committee has been set up to redress the complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy. There were no cases reported during thefinancial year ended March 31 2016.
SUBSIDIARIES AND ASSOCIATES
The salient features of the financial statement of subsidiaries is annexed to thisreport as "Annexure C - Part A".
The salient features of the financial statement of associate companies is annexed tothis report as "Annexure C - Part B".
Through the Composite Scheme of Amalgamation ITI Securities Limited subsidiary of ITICapital Holdings Private Limited merged with ITI Capital Holdings Private Limited fromappointed date April 01 2014 and through the same scheme the amalgamated ITI CapitalHoldings Private Limited our subsidiary Company merged with the Company from appointeddate April 02 2014. The Honble Bombay High Court on November 30 2015 approved theScheme and the Company merged on filing the documents with Registrar of Companies onDecember 07 2015 and December 08 2015.
Disclosures pursuant to Section 197(14) of Companies Act 2013 are not applicable to theCompany.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company prepared in accordance with theCompanies Act 2013 and applicable Accounting Standards issued by the Institute ofChartered Accountants of India forms part of this Annual Report.
Pursuant to the provisions of Section 136 of the Act the financial statements of theCompany consolidated financial statements along with relevant documents and separateaudited accounts in respect of each subsidiary are available on the website of the Companywww.crest.co.in.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
a) RETIREMENT BY ROTATION
In terms of the provisions of Section 152(6) of the Companies Act 2013 Mr. MaheshShirodkar Director (DIN: 00897249) retires by rotation at the forthcoming Annual GeneralMeeting and being eligible offers himself for re-appointment. In accordance withRegulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and applicable provisions of the Companies Act 2013 brief profile of the Directorto be re-appointed is included in the Notice which forms part of this Annual Report.
b) APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Mr. Rajeev Sharma was appointed as an Additional Independent Director w.e.f. November02 2015 to hold office until the next Annual General Meeting. His confirmation asIndependent Director at the ensuing AGM is recommended.
Ms. Manasi Modak was appointed as the Company Secretary and Mr. Arvind Jain wasappointed as the Chief Financial Officer of the Company both w.e.f. May 14 2016.
c) RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Mr. Rohan Gavas resigned as the Company Secretary of the Company w.e.f. April 13 2016Mr. Vishal Mehta resigned as the Chief Financial Officer of the Company w.e.f. May 132016 and Mr. Manish Goswami resigned as Director w.e.f. August 07 2015.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have furnished the declarations that they meet the criteriaof independence as laid down under Section 149(6) of the Companies Act 2013.
BOARD AND COMMITTEE MEETINGS
During the year ended March 31 2016 the Board met 5 (five) times and the gap betweentwo Board Meetings did not exceed 120 days and atleast one meeting has been held in eachQuarter. Details of the Board Meetings and Meetings of its Committees are given in theCorporate Governance Report.
Pursuant to the provisions of the Companies Act 2013 and the corporate governancerequirements as prescribed by Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") theBoard has framed an Evaluation Policy for evaluating the performance of the BoardChairman Managing Director Executive Directors Independent Directors Non - ExecutiveDirectors and its Committees. Based on the same the Board carried out an annualevaluation of its own performance the Directors individually as well as the evaluation ofthe working of its Audit Committee CSR Committee Nomination and Remuneration Committeeand Stakeholders Relationship Committee. The manner in which the evaluation was carriedout has been explained in the Corporate Governance Report. A meeting of the IndependentDirectors was held during the year under review.
The Policy inter alia provides the criteria for performance evaluation such as Boardeffectiveness quality of discussion contribution at the meetings business acumenstrategic thinking corporate governance practices contribution of the Committees to theBoard in discharging its functions etc.
TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS
As required under Regulation 25(7) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 every new Independent Director of the Board isfamiliarised by the Executive Directors/ Senior Managerial Personnel about theCompanys strategy operations organisation structure human resources qualityfinance and risk management.
Further at the time of appointment of an Independent Director the Company issues aformal letter of appointment outlining his/ her role functions duties andresponsibilities as a director. The terms and conditions of letter of appointment isavailable on the Companys website at www.crest.co.in.
POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS OR INFORMATION
As required under Regulation 30(4)(ii) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has formulated the Policy for Determinationof Materiality of Events or Information and has placed on the website of the Company at
POLICY FOR DETERMINATION OF MATERIAL SUBSIDIARIES
As required under Regulation 16(1)(c) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has formulated the Policy for Determinationof Material Subsidiaries and has placed it on the website of the Company at
COMPANYS REMUNERATION POLICY
Pursuant to applicable Regulations of the SEBI Listing Regulations and Section 178 (3)of the Companies Act 2013 the Board has on the recommendation of the Nomination andRemuneration Committee framed a policy for selection and appointment of Directors KeyManagerial Personnel and fixing their remuneration. The Remuneration Policy is provided inthe Corporate Governance Report which forms part of this Annual Report and has also beenhosted on the website of the Company at www.crest.co.in.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 your Directors hereby confirmthat:
i. In the preparation of annual accounts the applicable accounting standards have beenfollowed and no material departures have been made from the same;
ii. They had in consultation with Statutory Auditors selected such accounting policiesand applied them consistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as atMarch 31 2016 and of the profit of the Company for the year ended on that date;
iii. 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;
iv. They have prepared the annual accounts on a Rs. going concern basis;
v. They have laid down internal financial controls which are adequate and operatingeffectively;
vi. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and material orders passed by the Regulators / Courts whichwould impact the going concern status of the Company and its future operations.
The Members at the Thirty Second Annual General Meeting approved the appointment ofM/s. Chaturvedi and Shah Chartered Accountants (Firm Registration No. 101720W) asStatutory Auditors of the Company under Section 139 of the Companies Act 2013 to holdoffice for a period of three years from the conclusion of Thirty Second Annual GeneralMeeting till the conclusion of the Thirty Fifth Annual General Meeting to be held in theyear 2017 subject to ratification by the Shareholders at each Annual General Meeting.
M/s. Chaturvedi and Shah Chartered Accountants have confirmed that they continue to beeligible to act as Auditors of the Company under Section 141 of the Companies Act 2013and the Rules framed thereunder. As required by the Companies Act 2013 the Members arerequested to ratify their appointment as Statutory Auditors for the financial year2016-17.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed CS Ajit Sathe Proprietor of M/s. A.Y. Sathe and Co. Practising CompanySecretary (FCS: 2899 / COP: 738) to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report for the financial year 2015-16 forms part as "AnnexureD" to this Report.
STATUTORY AND SECRETARIAL AUDITOR OBSERVATION
The Statutory Auditors of the Company have not reported any fraud as specified underthe Second provision of Section 143 (12) of the Companies Act 2013 (including anyStatutory modification(s) or re-enactment(s) for the time being in force).
There are no adverse remarks observations or disclaimer remarks by the StatutoryAuditors.
However the Secretarial Auditors have made certain observations to which our reply isas follows:
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company is not engaged in any manufacturing activities and therefore noparticulars are required to be disclosed under the Rule 8(3) of the Companies (Accounts)Rules 2014 in respect of conservation of energy and technology absorption.
Further there were no foreign exchange earnings and outgo during the year underreview.
In compliance with Regulations 17 to 27 and 34 read with Schedule V of SEBI ListingRegulations as applicable the Corporate Governance Report is annexed and forms part ofthe Annual Report. The report is duly certified by the Statutory Auditors of the Company.
EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT - 9 is annexedherewith as "Annexure E". PARTICULARS OF EMPLOYEES
The disclosures required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of employees of the Company is provided as "AnnexureF" to this report.
Further disclosure under Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is not applicable to the Company.
The relations between the employees and the management of your Company continueto be cordial.
Your Directors wish to place on record the appreciation of the dedicated efforts by theemployees at all levels. The Directors also wish to place on record their word of sincereappreciation to the bankers and financial institutions the investors the vendors thecustomers and all other business associates for their continued support.