Cubical Financial Services Limited Delhi
Your Directors take pleasure in presenting the 26th Annual Report of thecompany along with the Audited Statement of Account for the year ended on March 31 2016together with the Auditors Report thereon.
|FINANCIAL RESULTS ||(Rs. in lakhs) || |
|PARTICULARS ||For the year ended 31.03.2016 ||For the year ended 31.03.2015 |
|Total Revenue ||640.51 ||709.04 |
|Total Expenditure ||680.78 ||714.15 |
|Depreciation/Provisions ||0.03 ||0.07 |
|Profit/(Loss) before Tax ||-40.30 ||-5.18 |
|Provisions for Taxation ||2.69 ||0.03 |
|Profit/(Loss) after Tax ||-42.99 ||-5.21 |
|Paid up Equity Capital ||1303.40 ||1303.40 |
STATE OF COMPANYS AFFAIR OPERATING RESULTS AND PROFITS
Cubical Financial Services Ltd. is a BSE listed Investment Company incorporated in May1990. As an Investment Company we are engaged in regular investments as per our-in houseanalysis in financial markets stocks & properties etc. for short term as well as longterm basis.
During the year under review your company has suffered a loss of Rs. 42.99 lacs ascompared to loss suffered in the previous year of Rs. 5.21 Lacs.
CHANGE IN THE NATURE OF BUSINESS
During the financial year under review no changes have occurred in the nature of theCompanys business.
Your directors do not recommend any dividend for the financial year 2015-16 on accountof loss incurred by the Company.
TRANSFER TO RESERVES
Since your Company has not earned any profit no amount has been transferred toreserves.
SUBSIDIARY JOINT VENTURE AND ASSOCIATES
The Company does not have any subsidiary/associate/joint venture company for the yearended on 31st March 2016.
During the year under review your Company has not invited or accepted any deposits.There are no unpaid or unclaimed deposits as on the date with the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The particulars as required under Section 134 (3) (m) of the Companies Act 2013 inrespect of the conservation of energy and technology absorption have not been furnishedconsidering the nature of business undertaken by the Company during the year under report.
The issued subscribed and paid-up Equity Share Capital as on 31st March2016 was Rs. 130340000 comprising of 65170000 Equity Shares of the face value of Rs.2each. The Company has neither issued shares with differential rights as to dividendvoting or otherwise nor has issued sweat equity other than Employee Stock Options underthe Employees Stock Option Scheme referred to in this Report. As on 31stMarch 2016 none of the Directors of the Company holds instruments convertible intoEquity Shares of the Company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS IN SECURITIES
Pursuant to section 186 (11) of the Companies Act 2013 (Act) theprovisions of section 186(4) of the Act requiring disclosure in the financial statement ofthe full particulars of the loans made and guarantees given or securities provided by aNon-Banking Financial Company in the ordinary course of its business and the purpose forwhich the loan or guarantee or security is proposed to be utilised by the recipient of theloan or guarantee or security are exempted from disclosure in the Annual Report.
Further pursuant to the provisions of Section 186 (4) of the Act the details ofinvestments made by the Company are given in the Notes to the Financial Statement.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Director Appointment
During the financial year 2015-16 no Director was appointed.
Under Section 152(6) of the Companies Act 2013 Mrs. Manju Anil Goyal (DIN: 07143651)shall retire at the ensuing AGM and being eligible seeks re-appointment. The Boardrecommends her appointment.
During the year Mr. Rakesh Kumar has resigned from the Directorship of the Companyw.e.f. 21st April 2015. The Board places on record their appreciation for thecontribution made by Mr. Rakesh Kumar in the development of the Company.
Key Managerial Personnel
Following officials are appointed as the Key Managerial Personnel ("KMP") ofthe Company:-
Mr. Ashwani Kumar Gupta Managing Director;
Mr. Prakash Chand Sharma Chief Financial Officer; and
Mrs. Manisha Agrawal Company Secretary
Remuneration and other details of the KMP are mentioned in the extract of the AnnualReturn which forms part of this report.
AUDITORS Statutory Auditors
In the Annual General Meeting (AGM) held on 30th September 2014 M/sKrishan Rakesh & Co .( Firm Reg. No.009088N) Chartered Accountants have beenappointed Statutory Auditors of the Company for a period of 4 years commencing from 24thAGM till the conclusion of 28th AGM. Ratification of appointment of StatutoryAuditors is being sought from the Members of the Company at this AGM. A certificate ofeligibility has been received from the Auditors to the effect that they are notdisqualified for appointment under Section 141(3) of the Companies Act 2013.
The existing Statutory Auditors does not contain any qualification reservation andadverse remarks in their report.
The Board has appointed Mr. Mukesh Kumar Agarwal Practicing Company Secretary toconduct Secretarial Audit for the FY 2015-16. The Secretarial Audit Report for theFinancial Year ended 31st March 2016 is at Annexure A. The said report doesnot contain any qualification reservation and adverse remarks.
Upon the recommendation of the Audit Committee the Board of Directors has appointedM/s Dalmia and Jain Chartered Accountants as the Chief Internal Auditor of the Companyfor conducting the internal audit for the Financial Year 2015-16.
PARTICULARS OF EMPLOYEES
During the year under review no employee whether employed for the whole year or part ofthe year was drawing remuneration exceeding the limits as laid down under Section 197(12)of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
Disclosure pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided hereunder:
1. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:
|Executive Director ||Ratio to median remuneration |
|Ashwani Kumar Gupta ||- |
|Non Executive Director || |
|Ashish Bhalla ||- |
|NSR Raju ||- |
|Manju Anil Goyal ||- |
2 . The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the financial year.
|Director Chief Executive Officer Chief Financial ||% increase in remuneration in the |
|Officer Company Secretary ||financial year |
|Ashwani Kumar Gupta ||- |
|Ashish Bhalla ||- |
|NSR Raju ||- |
|Manju Anil Goyal ||- |
|Prakash Chand Sharma ||10% |
|Manisha Agrawal ||- |
3. The percentage increase in the median remuneration of employees in the financialyear: 10%
4. The number of permanent employees on the rolls of Company: 6
5. Percentage increase over decrease in the market quotations of the shares of theCompany in comparison to the rate at which the Company came out with the last publicoffer: The Company has not made any public offer in the recent past and accordinglycomparison of Public Offer Price and the current market price of the Company Shares willnot be relevant.
6. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration.
There was no average percentile increase in the salaries of the employees in comparisonto the last financial year.
There is no managerial remuneration being paid to the director.
7. Affirmation that the remuneration is as per the remuneration policy of the Company
The Company affirms remuneration is as per the remuneration policy of the Company.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has put in place an adequate internal control system to safeguard allassets and ensure operational excellence. The system also meticulously records alltransaction details and ensures regulatory compliance. It also has a team of internalauditors to conduct internal audit. Audit firms also ensure that all transactions arecorrectly authorised and reported. The reports are reviewed by the Audit Committee of theBoard. Wherever deemed necessary internal control systems are strengthened and correctiveactions initiated.
RISK MANAGEMENT POLICY
The Board of the Directors feels that there is no such risk element which may threatenthe existence of the company. However the Board of Directors are in processes ofdeveloping the risk management policy.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/ transactions entered into by the Company during theFinancial Year with related parties were in the ordinary course of business and on anarms length basis. During the year the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material inaccordance with the Policy on Related Party Transactions. Pursuant to section 134(3) (h)read with Rule 8(2) of the Companies (Accounts) Rules 2014 there are no transactions tobe reported under Section 188(1) of the Companies Act 2013. None of the Non-ExecutiveDirectors has any pecuniary relationships or transactions vis--vis the Company.
The Policy on Related Party Transactions as approved by the Audit Committee and theBoard of Directors of the Company is uploaded on the website of the Company and same canbe accessed on the web link www.cubicalrealtors.com.
EXTRACT OF ANNUAL RETURN
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 an extract of the Annual Return as at 31st March 2016 forms part of thisReport and is appended herewith as Annexure B.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant material orders passed by the Regulators or Courts or Tribunalwhich would impact the going concern status of the Company and its future operation.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of the companywhich have occurred between the end of the financial year of the company to whichfinancial statement relate and date of the report.
NUMBER OF MEETINGS OF THE BOARD
Seven meetings of the Board were held during the year. For details of the meetings ofthe Board please refer to the corporate governance report which forms part of thisreport.
In line with the requirement of Regulation 25(3) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a meeting of the Independent Directors of theCompany was held on 29th February 2016 wherein the performance of thenon-independent directors including Chairman was evaluated.
The Board based on the recommendation of the Nomination and Remuneration Committee("NRC") evaluated the effectiveness of its functioning and that of theCommittees and of individual directors by seeking their inputs on various aspects ofBoard/Committee Governance.
The aspects covered in the evaluation included the contribution to and monitoring ofcorporate governance practices participation in the long-term strategic planning andfulfillment of Directors obligations and fiduciary responsibilities including butnot limited to active participation at the Board and Committee meetings.
POLICY ON DIRECTORS AND KMPS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Companys policy on Directors and KMPs appointment and theirremuneration and other matters provided in Section 178(3) of the Act has been disclosed inthe corporate governance report which forms part of the Directors Report.
CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES AND INDEPENDENCE OF ADIRECTOR
1. Qualifications of Independent Directors
An Independent director shall possess appropriate skills experience and knowledge inone or more fields of finance law management sales marketing administrationresearch corporate governance operations or other disciplines related to thecompanys business.
2. Positive attributes of Independent Directors
An independent director shall be a person of integrity who possesses relevantexpertise and experience and who shall uphold ethical standards of integrity and probity;act objectively and constructively; exercise his responsibilities in a bona-fide manner inthe interest of the company; devote sufficient time and attention to his professionalobligations for informed and balanced decision making; and assist the company inimplementing the best corporate governance practices.
3. Independence of Independent Directors
An Independent director should meet the requirements of the Companies Act 2013 andListing Regulations concerning Independence of directors.
INDEPENDENT DIRECTORS DECLARATION
The Company has received the necessary declaration from each ID in accordance withSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independenceas laid out in sub-section (6) of Section 149 of the Companies Act 2013 and Regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
The details of the programme for familiarisation of the Independent Directors with theCompany in respect of their roles rights responsibilities in the Company nature of theindustry in which Company operates business model of the Company and related matters areput up on the website of the Company www.cubicalrealtors.com.
COMMITTEES OF THE BOARD
The Companys Board has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
The details of the membership and attendance of the meetings of the above Committees ofthe Board are provided in the Corporate Governance Report.
REPORT ON CORPORATE GOVERNANCE
A separate section on Corporate Governance along with reports on Management Discussion& Analysis and Certificate from a Practicing Company Secretary regarding compliance ofconditions of Corporate Governance are made part of this Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act 2013("Act") your Directors confirm that: i. In the preparation of the annualaccounts for financial year ended 31st March 2016 the applicable accounting standardshave been followed and there are no material departures in adoption of these standards;ii. The Directors have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at 31st March 2016 and of the profit of theCompany for the year ended on that date. iii. The Directors have taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities. iv. The Directors have prepared the annualaccounts for financial year ended 31st March 2016 on a going concern basis.v. The Directors have laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and have been operatingefficiently. vi. The Directors have devised proper systems to ensure compliance withprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
1 The Company have promoted ethical behaviour in all its business activities and hasestablished a vigil mechanism for Directors and Employees to report their genuineconcerns.
2 The Vigil Mechanism as envisaged in the Companies Act 2013 and the Rules prescribedis implemented through the Whistle Blower Policy to provide for adequate safeguardsagainst victimization of persons who use such mechanism and make provision for directaccess to the Chairperson of the Audit Committee.
3 As per the Whistle Blower Policy implemented by the Company the Employees are freeto report illegal or unethical behaviour actual or suspected fraud or violation of theCompanys Codes of Conduct or Corporate Governance Policies or any improper activityto the Chairman of the Audit Committee of the Company or Chairman of the Company.
4 The Whistle Blower Policy provides for protected disclosure and protection to theWhistle Blower. Under the Whistle Blower Policy the confidentiality of those reportingviolation(s) is protected and they are not subject to any discriminatory practices.
The Whistle Blower Policy has been appropriately communicated within the Company andhas also been hosted on the website of the Company www.cubicalrealtors.com.No personnelhave been denied access to the Audit Committee.
The directors take this opportunity to thank companys customers bankers fortheir consistent support and co-operation to the company. Your directors also acknowledgewith appreciation the support and co-operation rendered by various Govt. agencies andDepartments. Your Directors would also like to thank all the employees of the Company fortheir dedicated efforts and hard work put in for the success of the Company. YourDirectors also wish to express their gratitude to the Shareholders for the confidencereposed by them in the company and for the continued support and co-operation.
| ||On behalf of the Board |
| ||For CUBICAL FINANCIAL SERVICES LIMITED |
| ||Sd/- ||Sd/- |
|Place : New Delhi ||(Ashwani Kumar Gupta) ||(Ashish Bhala) |
|Date : 25.08.2016 ||Managing Director ||Director |
| ||DIN-00348616 ||DIN-00009996 |