Your Directors take pleasure in presenting the 23rd Annual Report together with theAudited Annual Accounts of your Company for the year ended 31st March 2015 together withthe Auditor's Report thereon.
1. Financial Performance
(Rs. In Crores)
|Particulars ||Current Year Ended 31.03.2015 ||Previous Year Ended 31.03.2014 |
|Total Revenue ||93.77 ||115.10 |
|Profit before Tax ||12.26 ||9.98 |
|Less: Provision for Taxation ||4.27 ||2.78 |
|Profit After Taxes ||7.99 ||7.20 |
Your directors do not recommend any dividend for the year ended 31st March 2015
3. Management Discussion & Analysis Report
As required under Clause 49 of the Listing Agreement entered into with the StockExchanges and Circular/ Notifications/ Directions issued by Reserve Bank of India fromtime to time the Management Discussion and Analysis for the year under review ispresented in a separate section forming part of the Annual Report.
4. Corporate Governance
A separate report on Corporate Governance is provided together with certificate fromthe Auditors of the Company confirming compliance to the conditions of CorporateGovernance as stipulated under Clause 49 of the Equity Listing Agreement and is formingpart of this Annual Report.
5. RBI Guidelines
As a Non Deposit accepting Non-Banking Finance Company your Company always aims tooperate in compliance with applicable RBI laws and regulations and employs its bestefforts towards achieving the same.
6. Subsidiaries Companies Joint Ventures and Associates
The Company has no subsidiary Company. The company has one Associate company JanUddhaar Finance Private Limited which was incorporated on 06.08.2015.
7. Number of Meetings of the Board
The Board met 10 times in financial year 2014-15 viz. 23rd April 2014 25th April2014 29th May 2014 14th August 2014 26th September 2014 29th October 2014 9th January2015 30th January 2015 14th February 2015 and 30th March 2015. The maximum intervalbetween any two meetings did not exceed 120 days.
8. Committees of the Board
During the year in accordance with the Companies Act 2013 and Clause 49 of ListingAgreement the Board constituted a Corporate Social Responsibility Committee. TheCommittees of the Board in place are as follows:
Nomination and Remuneration Committee
Stakeholders' Relationship Committee
Investor Relations & Share Transfer Committee
Corporate Social Responsibility Committee
Details of the said Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" a part ofthis Annual Report.
9. Details of Directors or KMP appointed/ resigned during the year
Pursuant to the requirements of the listing agreement and applicable rules of CompaniesAct 2013 Ms. Anjna (DIN: 07143461) was appointed as an Additional Director (Independent)by the Board of Directors with effect from 30.03.2015. No other KMP/Director was appointedor resigned during the year.
10. Board's Independence
The definition of 'Independence' of Directors is derived from Clause 49 of the ListingAgreement with Stock Exchange and Section 149(6) of the Companies Act 2013. Based on theconfirmation/ disclosures received from the Directors and on evaluation of therelationships disclosed the following Non-Executive Directors are Independent in terms ofClause 49 of the Listing Agreement and Section 149(6) of the Companies Act 2013:-
1. Mr. Kapil Aggarwal (DIN: 00032225)
2. Mr. Anirudha Kumar (DIN: 00084495)
3. Ms. Anjna (DIN: 07143461)
11. Director's Responsibility Statement
In pursuance to applicable provisions of the Companies Act with respect to Director'sResponsibility Statement your directors hereby state and confirm:
a. that in the preparation of the annual accounts for the financial year ended 31stMarch 2015 the applicable accounting standards has been followed
b. that the Directors has selected such accounting policies and applied themconsistently and made judgment and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profits or loss of the company for the year under review
c. that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act forsafeguarding the assets of the company and for preventing and detecting frauds and otherirregularities
d. that the Directors had prepared the annual accounts for the financial year ending31st March 2015 on a going concern basis.
e. the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
f. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
12. Company's Policy on Directors' Appointment and Remuneration & Evaluation
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement Policy on Nomination and Remuneration of Directors Key Managerial Personneland other employees has been formulated including criteria for determining qualificationspositive attributes Independence of a Director and other matters as required under thesaid Act and Listing Agreement. The evaluation framework for assessing the performance ofDirectors comprises of the following key areas:
Objectivity and Independence;
Guidance and support in context of life stage of the Company;
Understanding of the Company's business;
Understanding and commitment to duties and responsibilities;
Willingness to devote the time needed for effective contribution to Company;
Participation in discussions in effective and constructive manner;
Responsiveness in approach;
Ability to encourage and motivate the Management for continued performance andsuccess;
The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board of Directors. A member of the Board will not participate in the discussion ofhis/ her evaluation.
13. Particulars of Loans Guarantees or Investments
Details of loans guarantees and investments are given in the notes to the FinancialStatements.
14. Particulars of Contracts or Arrangements with Related Parties referred to inSection 188
During and subsequent to the year under review the contracts or arrangements withrelated parties have been on arms length and in ordinary course of business and they werenot material in nature. Accordingly the particulars of the transactions as prescribed inForm AOC-2 of the rules prescribed under chapter IX relating to Accounts of Companiesunder the Companies Act 2013 are not required to be disclosed as they are not applicable.
15. Statutory Auditors & their Report
M/s. R. Mahajan & Associates Chartered Accountants were appointed as StatutoryAuditors of your Company at its 22nd Annual General Meeting (AGM) held on 30th September2014 from the conclusion of the said AGM till conclusion of Twenty Third Annual GeneralMeeting being held on 30th September 2015. Accordingly the appointment M/s. R. Mahajan& Associates as the Statutory Auditor of the Company is placed for ratification bythe shareholders. The Auditor's Report does not contain any qualification reservation oradverse remark.
16. Secretarial Auditors & their Report
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rules madethereunder the Company had appointed Mr. Sanjay Kumar Practicing Company Secretary toundertake the Secretarial Audit of the Company for the financial year 2014-15. TheSecretarial Audit Report for Financial Year 2014-15 has been appended as Annexure-I tothis Report.
17. Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure-II to this Director's Report.
18. Corporate Social Responsibility (CSR)
The Board of Directors of the company during the year under review had constitutedthe Corporate Social Responsibility (CSR) Committee in accordance with Section 135 ofCompanies Act 2013 read with rules formulated therein.
The Company pursuant to the recommendation of the CSR Committee had adopted a detailedpolicy on Corporate Social Responsibility and also discussed and identified the core areasin which the CSR activities was proposed to be carried out in the CSR Committee Meetingsfrom time to time. The CSR Policy of the Company has been annexed as Annexure-III to thisReport.
19. The state of the Company's affairs
During the year under review the performance of the company has been satisfactory evendespite the challenges in the operating environment. The company continues to run azero-default loan book. Though credit growth is yet to pick up going ahead the companysees ample opportunities in the secured lending segment and is looking to scale up itsloan book in the years to come.
20. The amounts if any which the Company proposes to carry to any reserves
During the year under review the company has transferred an amount of Rs.1.59 Croresfrom the Profit & Loss Account of the company to the Statutory Reserve created u/s 45IC of the Reserve Bank of India Act 1934.
21. Change In the Nature of Business if any
There was no change in the nature of the business of the Company during the FinancialYear 2014-15.
22. Meeting of Independent Directors
During the year under review the Independent directors in their meeting held on31.03.2015 reviewed the performance of Non-Independent Directors the Board as a whole andthe Chairperson of the company; and also assessed the quality quantity and timelines offlow of information between the company management and the Board in line with therequirement of Clause 49 of the listing agreement read with applicable provisions ofSchedule IV of the Companies Act 2013.
23. Remuneration to Managing Director
Mr. Rohit Gupta Managing Director of the company has drawn Rs.9000000/- (Rupeesninety lacs only) as salary during the year. The company shall continue to ensurecompliance with all the applicable rules and regulations in this regard. The revision interms of the remuneration of Mr. Rohit Gupta is being placed before the shareholders fortheir approval at the ensuing Annual General Meeting of the Company.
24. Ratio of the remuneration of each director to the median employee's remuneration.
The remuneration is paid by the company to Mr. Rohit Gupta Managing Director of thecompany. No other director was paid any remuneration during the year. The ratio of theremuneration of Mr. Rohit Gupta to the median employee's remuneration is as follows:
|Median Employee's Remuneration (Annual) ||- Rs.301000/- |
|Annual Salary of the Managing Director ||- Rs.9000000/- |
|Ratio (remuneration of MD: remuneration of median employee) ||- 0.03:1 |
25. Vigil Mechanism
Your Company has established a 'Whistle Blower Policy and Vigil Mechanism' fordirectors and employees to report to the appropriate authorities concerns about unethicalbehavior actual or suspected fraud or violation of the Company's code of Conduct. Thesaid policy has been uploaded on the website of the Company.
26. Particulars of Energy Conservation Technology Absorption expenditure on researchand development foreign exchange inflow/outflow etc.
The requirements of disclosure with regard to Conservation of Energy in terms ofSection 134 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014are not applicable to the Company since it doesn't own any manufacturing facility.
27. Risk Management Policy And Internal Control
The Company has adopted a Risk Management Policy to identify assess monitor andmitigate various risks to its key business objectives. Major risks if any identified aresystematically addressed through corrective measures on a continuing basis. The Company'sinternal control systems are commensurate with the nature of its business and the size andcomplexity.
Your directors take this opportunity to place their sincere appreciation forsignificant contribution made by all the employees for their dedication hard work andcommitment towards the success and growth of the Company. The directors also place theirthanks to the company's bankers depositories Government and all the regulatoryauthorities including SEBI Stock Exchanges Ministry of Corporate Affairs Registrar ofCompanies and Reserve Bank of India.
And last but not the least we put our sincere thanks to the shareholders for theconfidence reposed by them in the company and looking forward to have the same support inthe coming time.
| ||For on & behalf of the Board |
| ||Rohit Gupta ||Ashok Kumar Kathuria |
|Place: New Delhi ||Managing Director & CFO ||Director |
|Date: 22nd August 2015 ||(DIN: 00045077) ||(DIN: 01010305) |
Secretarial Audit Report
To the members of CONSOLIDATED SECURITIES LIMITED
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by CONSOLIDATED SECURITIESLIMITED (hereinafter called the company). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.
Based on our verification of the books papers minute books forms and returns filedand other records maintained by the Company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofsecretarial audit we hereby report that in our opinion the company has during theaudit period covering the financial year ended on 31st March 2015 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance-mechanism in place to the extent in the manner and subject to thereporting made hereinafter.
We have examined the books papers minute books forms and returns filed and otherrecords maintained by the company for the financial year ended on 31st March 2015according to the provisions of:
(I) The Companies Act 1956 Companies Act 2013 (as applicable) and the Rules madethereunder;
(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the Rules madethereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;
(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India(ICSI).
(ii) The Listing Agreement entered into by the Company with the Bombay Stock ExchangeLimited.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.
We further report that the Board of Directors of the Company is duly constituted withproper balance of Executive Directors Non-Executive Directors and Independent Directors.The changes in the composition of the Board of Directors that took place during the periodunder review if any were carried out in compliance with the provisions of the Act.
Adequate notice were given to all Directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members' views are capturedand recorded as part of the minutes.
We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
We further report that during the audit period there were no specific events/actionshaving a major bearing on the company's affairs in pursuance of the above referred lawsrules regulations guidelines standards etc.
| ||Sanjay Kumar |
|Place: New Delhi ||FCS-5569 |
|Date: 20th August 2015 ||CP No: 5177 |