Cubical Financial Services Limited
Your Directors take pleasure in presenting the 25th Annual Report of thecompany along with the Audited Statement of Account for the year ended on March 31 2015together with the Auditors Report thereon.
| ||FINANCIAL RESULTS || |
(Rs. in lakhs)
|PARTICULARS || |
For the year
For the year
| || |
|Total Revenue ||709.04 ||219.96 |
|Total Expenditure ||714.15 ||222.91 |
|Depreciation/Provisions ||0.07 ||0.12 |
|Profit/(Loss) before Tax ||-5.18 ||-3.07 |
|Provisions for Taxation ||0.03 ||0.12 |
|Profit/(Loss) after Tax ||-5.21 ||-2.95 |
|Paid up Equity Capital ||1303.40 ||1303.40 |
During the year under review your company has suffered a loss of Rs.5.21 lacs ascompared to loss suffered in the previous year of Rs. 2.95 Lacs
Your directors do not recommend any dividend for the financial year 2014-15 on accountof loss incurred by the Company.
TRANSFER TO RESERVES
Since your Company has not earned any profit no amount has been transferred toreserves.
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 March 2015 was Rs.130340000 comprising of 65170000 Equity Shares of the face value of Rs.2 each. Duringthe year under review the shares of the Company were split from Rs. 10/- per share to Rs.2/- per share. The Company has neither issued shares with differential rights as todividend voting or otherwise nor has issued sweat equity other than Employee StockOptions under the Employees Stock Option Scheme referred to in this Report. As on 31stMarch 2015 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
During the year Mrs Manju Anil Goyal (DIN: 07143651) was appointed as AdditionalDirector w.e.f. 31st March 2015 on the Board of Company. The Company hasreceived notices under Section 160(1) of the Act from member(s) proposing her candidaturefor appointment as Directors. The Board of Directors has recommended her appointment.
The Company had pursuant to the provisions of clause 49 of the Listing Agreementsentered into with Stock Exchanges appointed Mr. Ashish Bhala and Mr. NSR Prasad Raju asIndependent Directors of the Company. As per section 149(4) of the Companies Act 2013("Act") which came into effect from April 1 2014 every listed public companyis required to have at least one-third of the total number of directors as IndependentDirectors. In accordance with the provisions of Section 149 of the Act these Directorsare being appointed as Independent Directors to hold office as per their tenure ofappointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of theCompany.
Under Section 152(6) of the Companies Act 2013 Mr. Ashwani Kumar Gupta shall retire atthe ensuing AGM and being eligible seeks re-appointment. The Board recommends hisappointment.
Resignation of Mr. Rakesh Kumar
During the year Mr. Rakesh Kumar resigned from the Directorship of the Company w.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 Appointment
Mr. P. C. Sharma who has a vast experience of 30 years in Finance was appointed as aChief Financial Officer of the Company w.e.f 28th May 2014.
Mrs. Manisha Agarwal was appointed as a Company Secretary cum Compliance Officer of theCompany w.e.f 1st June 2014.
Mr. Rishi Gupta stepped down from the post of Company Secretary w.e.f 1stJune 2014.
Mr. Ashwani Kumar Gupta Managing Director of the Company was designated as one of theKey Managerial Personnel of the Company.
AUDITORS Statutory Auditors
In the last Annual General Meeting (AGM) held on 30th September 2014 M/sKrishan Rakesh & Co. (Firm Reg. No.009088N) Chartered Accountants have been appointedStatutory 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 Board has appointed Mukesh Kumar Agarwal Practicing Company Secretary to conductSecretarial Audit for the FY 2014-15. The Secretarial Audit Report for the Financial yearended 31st March 2015 is at Annexure-A. The said report does not contain anyqualification reservation and adverse remarks.
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 ofthe employees of the Company for the financial year:
|Executive Director ||Ratio to median remuneration |
|Ashwani Kumar Gupta ||- |
|Non Executive Director || |
|Ashish Bhala ||- |
|NSR Raju ||- |
|Rakesh Kumar (Resigned w.e.f. 21.04.2015) ||- |
|Manju Anil Goyal (Appointed w.e.f. 31.03.2015) ||- |
2. The percentage increase in remuneration of each director chief executiveofficer chief financial officer company secretary in the financial year.
|Director chief executive officer chief financial officer company secretary ||% increase in remuneration in the financial year |
|Ashwani Kumar Gupta ||- |
|Ashish Bhala ||- |
|NSR Raju ||- |
|Rakesh Kumar ||- |
|Manju Anil Goyal ||- |
|Prakash Chand Sharma ||17.64 |
Mr. Rishi Kumar Sharma Company Secretary resigned from the services of the Companywith effect from 1st June 2014 and Mrs.Manisha Agrawal was appointed as the CompanySecretary with effect from 1st June 2014. Accordingly the disclosures with respect tomedian and increase in remuneration is not made.
3. The percentage increase in the median remuneration of employees in the financialyear: 7.14 4. The number of permanent employees on the rolls of Company: 3
5. The explanation on the relationship between average increase in remuneration andCompany performance: The company has incurred loss during the financial year ended 31stMarch 2015. So no remuneration is being paid to the Directors of the Company. Howeverkeeping in mind the inflation rate a nominal increase in remuneration is being made to theother employees.
6. Comparison of the remuneration of the key managerial personnel against theperformance of the Company:
|Aggregate remuneration of key managerial personnel (KMP) ||340000 |
|Revenue ||70904267 |
|Remuneration of KMPs (as % of revenue) ||.47 |
|Profit before Tax (P.B.T.) ||(518110) |
|Remuneration of KMP (as % of PBT) ||Since the company has suffered loss so so no comparision has been made |
7. Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year:
| ||March 31st 2015 ||March 31st 2014 ||% change |
|Market Capitalisation ||797029100 ||164052000 ||3.85 |
|Price Earning Ratio ||63 ||NIL ||NA |
8. 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.
9. Average percantile 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 an increase of around 14.58 % in the salaries of the employees in comparisonto the last financial year.
There is no managerial remuneration being paid to the director.
10. Comparison of each remuneration of the key managerial personnel against theperformance of the Company
| ||Mr. Ashwani Gupta ||Mr. Prakash Chand Sharma ||*Mrs. Manisha |
| ||(Managing Director) ||(Chief Financial Officer) ||Agrawal (Company Secretary) |
|Remuneration in FY15 ||NIL ||240000 ||100000 |
|Revenue || |
|Remuneration as % of revenue ||- ||.34 ||.14 |
|Profit before Tax (PBT) || ||(518110) || |
|Remuneration (as % of PBT) || |
Since the company has suffered loss so no comparision has been made
*Mrs. Manisha Agrawal has been appointed as a Company Secretary w.e.f. 1stJune 2014. So the remuneration provided only covers 10 months.
11. The key parameters for any variable component of remuneration availed by thedirectors: NA. 12. The ratio of the remuneration of the highest paid director to that ofthe employees who are not directors but receive remuneration in excess of the highest paiddirector during the year: NA.
13. 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
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 an arms 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 2015 forms part of thisReport and is appended herewith as
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.
NUMBER OF MEETINGS OF THE BOARD
Eight 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.
The Board of directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India( SEBI ) under Clause 49 of the Listing Agreements ( Clause 49 ).
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee ( NRC ) reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.
POLICY ON DIRECTORS AND KMPS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company s policy on Directors and KMP s appointment and their remuneration andother matters provided in Section 178(3) of the Act has been disclosed in the corporategovernance report which forms part of the Directors Report.
CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES AND INDEPENDENCE OF ADIRECTOR
1. Qualifications of Independent Director:-
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 the company sbusiness.
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 andClause 49 of the Listing Agreement 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 Clause 49 ofthe Listing Agreement.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
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 Company s Board has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Transfer and Issue of shares 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 forming part of the Directors Report and thecertificate from the Practicing Company Secretary confirming compliance of CorporateGovernance norms as stipulated in Clause 49 of the Listing Agreement with the Indian StockExchanges is included in the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed Management Discussion and Analysis is provided in the Annual Report
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act 2013 ( the Act )your Directors confirm that:
i. In the preparation of the annual accounts for financial year ended 31st March 2015the applicable accounting standards have been followed and there are no materialdepartures in adoption of these standards.
ii. The Directors have selected such accounting policies and applied them consistentlyand made 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 31st March 2015 and of the profit ofthe Company for the year ended on that date.
iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv. The Directors have prepared the annual accounts for financial year ended 31stMarch 2015 on a going concern basis.
v. The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and have been operatingefficiently.
vi. The Directors have devised proper systems to ensure compliance with provisions ofall applicable laws and that such systems were adequate and operating effectively.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
1. The Company promotes 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 theCompany s Codes of Conduct or Corporate Governance Policies or any improper activity tothe 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 company s customers bankers for theirconsistent support and co-operation to the company. Your directors also acknowledge withappreciation 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/- |
|Place : New Delhi ||Ashwani K. Gupta |
|Date : 29.08.2015 ||Chairman |