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Dhruva Capital Services Ltd.

BSE: 531237 Sector: Financials
NSE: N.A. ISIN Code: INE972E01014
BSE LIVE 15:14 | 31 May Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 7.10
PREVIOUS CLOSE 7.20
VOLUME 598
52-Week high 7.32
52-Week low 6.96
P/E 41.76
Mkt Cap.(Rs cr) 2
Buy Price 7.10
Buy Qty 402.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.10
CLOSE 7.20
VOLUME 598
52-Week high 7.32
52-Week low 6.96
P/E 41.76
Mkt Cap.(Rs cr) 2
Buy Price 7.10
Buy Qty 402.00
Sell Price 0.00
Sell Qty 0.00

Dhruva Capital Services Ltd. (DHRUVACAPSERV) - Director Report

Company director report

BOARD'S REPORT

Dear Shareholders

Your Directors have pleasure in presenting their Twenty First Annual Report togetherwith Audited Accounts of the Company for the year ended on 31st March 2015.

1. FINANCIAL RESULTS : (Rs. in Lacs)
For the Year ended

31-03-2015

31-03-2014

Income From Operations 19.43 20.00
Other Income 7.59 2.93
Operational Expenses 15.61 14.31
Profit/Loss before Dep. Tax & Misc. Expenses 11.41 8.62
Depreciation & Misc. Exp. W/off 4.36 2.83
Provision for Taxation
1. Current Taxes 1.79 0.77
2. Deferred Taxes (0.01) 0.69
Profit / Loss after Tax 5.27 4.32
Balance Carried to Balance Sheet 5.27 4.32

2. PERFORMANCE :

The Net Profit of the Company during the year under review was Rs. 5.27 Lacs ascompared to Net Profit of Rs. 4.32 Lacs in the previous year.

REVIEW OF OPERATIONS & FUTURE OUTLOOK :

Interest was the major source of earning during this year. The initiatives taken by theCompany to improve its operations in the coming financial years are good. Your Company isintensifying its focus on new business avenues like real estate energy tourism healthand power sector.

3. DIVIDEND :

Since your Company has not made enough profit during the year under review yourdirectors have not recommended any dividend.

4. PUBLIC DEPOSITS :

The Company has not accepted any deposit from public during the year ended 31st March2015 as per provisions of Sections 73 to 76 of the Companies Act 2013.

5. SECRETARIAL AUDIT REPORT :

Secretarial Audit Report for the FY 2014-15 pursuant to section 204 (1) of theCompanies Act 2013 has been issued by Shri Ramesh Chander Chopra a company Secretary inpractice (FCS No. 4295 CP No. 2545) which is attached with this report & there is noqualification reservation or adverse remark in it.

6. CONSERVATION OF ENERGY :

Not applicable since your Company being a Financial Services Company.

7. TECHNOLOGY ABSORPTION :

No comment is necessary considering the nature of activities of your Company during theyear under review.

8. FOREIGN EXCHANGE EARNINGS AND OUTGO :

Your Company does not have any foreign exchange earning and outgo during the year underreview.

9. DIRECTORS :

Mr. Kirti Jain and Mrs. Meena Karnawat retire by rotation at this Annual GeneralMeeting & being eligible offer themselves for reappoinment.

10. NOMINATION & REMUNERATION POLICY :

This policy has been formulated in accordance with the provisions of sec. 178 ofCompanies Act 2013 and the listing agreement with the Bombay Stock Exchange (BSE Ltd.).

The Major Criteria for recommending a person to become a Director are :

Qualification - He/She must have appropriate qualification and technical knowledgewhich would be useful to the Company.

Qualities - Honesty and dedication for work should be possessed by a person alongwith a strategic vision. Experience - Work experience in different areas is also amatter of consideration.

Track Record - A clean track record is required for recommendation to the post ofdirector. Appropriate Remuneration shall be paid to the directors on above basis.

Evaluation of performance is also made for the directors the basis of which ismentioned hereunder :

Attendance punctuality Advises Exercising of duties & powers given by boardconduct in compliance with the policies of Company viz. code of conduct &whistleblower policy etc. Ensuring Compliance with applicable laws/statutory obligationsby the Company Acting in good faith & in the best interest of the CompanyIndependence in judgements Promoting best interest of shareholders Resolution ofInvestor Complaints Encouragement of talent retention/morality & Commitments/newinitiatives expansion & innovation/recognitions etc. and overall performance of anydirector are the criterion of evaluation.

11. DIRECTOR'S RESPONSIBILITY STATEMENT :

Pursuant to the requirements under Section 134 (3) (C) of the Companies Act 2013 theBoard of Directors of the Company hereby state and confirm that :

i. in the preparation of the Annual Accounts the applicable accounting standards hadbeen followed along with proper explantions relating to material departures.

ii. the Directors had selected accounting policies and applied them consistently andmade judgements 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 and ofthe Profit or Loss of the Company for the year under review.

iii. the Directors had 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. the Directors had arranged preparation of the accounts for the financial year endedMarch 31 2015 on a "going concern" basis.

v. the directors had laid down internal financial controls to be followed by theCompany & that such internal financial controls are adequate and were operatingeffectively; &

vi. the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

12. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT :

INDUSTRY STRUCTURE & DEVELOPMENT :

No concessions are being given to NBFC Industry by govt. so that the industry canwithstand competitions from banks and other lending institutions. Moreover due tounhealthy business enviornment for the last many years the margins have squeezed and thecost of operations has increased consistently.

OPPORTUNITIES & THREATS :

Fluctuations in the interest rate in economy has created uncertainity in the businessof finance. The biggest threat for Non Banking Finance Companies arise from the vast gapexisting between demand and supply. Another threat for Non Banking Finance Companies comesfrom increased competition from banking industry which is in a position to lend atcompetitive rates due to availability of huge funds at a cheaper cost. The Company expectstable interest rates in the coming period and is confident of meeting the challenges byincreasing volume of business at nominal margin.

RISK AND CONCERNS :

Like any other industry the Company's business is also exposed to various businessrisks.

Continuous efforts are made to reduce the cost of funds increase the volume of thebusiness and to control the NPAs within a bearable limit to minimize the impact ofdeclining spread.

INTERNAL CONTROL SYSTEM :

The Company has proper and adequate internal control system in all the areas of itsactivities. The Company's Audit Committee reviewed the internal control system and lookedin to the observations of the statutory auditor.

DISCUSSION ON FINANCIAL PERFORMANCE :

The financial performance of the Company for the year has been discussed in theDirector's Report and cash-flow statement is annexed with the Annual Accounts.

HUMAN RESOURCES / INDUSTRIAL RELATIONS :

The relation between the Company and its employees remained cordial through-out theyear and the management expects the same to continue and receive full support andcooperation from its employees in future also.

13. AUDITORS :

M/s B.L. Pagaria & Co. Chartered Accountants Auditor's of the Company shall holdoffice untill the conclusion of ensuing Annual General Meeting. The Auditor's beingeligible offer themselves for reappointment. Pursuant to Section 139 142 of theCompanies Act. 2013 read with the Companies (Audit and Auditors) Rules 2014 the saidAuditors are eligible to hold office for a term up to next 3 years subject to approval ofshareholders at ensuring Annual General Meeting the said Auditors shall hold office for aterm up to next 3 years.

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st March 2015

[Pursuant to section 204(1) of the Companies Act 2013 and Rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

M/s Dhruva Capital Services Ltd. First Floor 60-D Panchwati

Udaipur-313001 (Raj.) Phone: 0294-2424907

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s Dhruva Capital ServicesLtd. (hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/ statutorycompliances and expressing my opinion thereon.

Based on my verification of the Company's books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its offices agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the Company has duringthe audit period covering the financial year ended on 31st March 2015 ('Audit Period')complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance-mechanism in place to the extent in the manner andsubject to the reporting made hereinafter: I have examined the books papers minutebooks forms and returns filed and other records maintained by the Company for thefinancial year ended on 31st March 2015 according to the provisions of:

I. The Companies Act 2013 (the Act) and the rules made thereunder;

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 thereunderto 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 1992;

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 Guidelines 1999 and The Securities and Exchange Board of India EmployeeBenefits) Regulations 2014 notified on 28 October 2014;

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) Regulations2009; and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998.

I have also examined Compliance with the applicable clauses of the following:

I. Secretarial Standards issued by The Institute of Company Secretaries of India (Notnotified hence not applicable to the Company during the audit period).

II. The Listing Agreement entered into the Company with Stock Exchanges.

During the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines Standards etc. mentioned above.

I further report that the Board of directors of the Company is constituted with thefollowing Executive Directors Non-Executive Directors and Independent Directors :

S.No. NAME CATEGORY
1. Mr. L.S. Karnawat Chairman Promotor Executive
2. Mr. Kailash Karnawat Managing Director Promotor Executive
3. Mrs. Meena Karnawat Promotor Non-executive
4. Mr. Lalit Kachhra Independent Non-executive
5. Mr. Kirti Jain Independent Non-executive
6. Mr. Upendra Tater Independent Non-executive

I further report that adequate notice is given to all directors to schedule the BoardMeetings agenda and detailed notes on agenda were sent at last seven days in advance anda system exists for seeking and obtaining further information and clarification on theagenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously asrecorded in the minutes of the meetings of the Board of Directors or Committee of TheBoard as the case may be.

I 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.

RAMESH CHANDER CHOPRA Place: Camp - Udaipur
FCS No. : 4295(C.P.No.: 2545) Date : May 27 2015