Your Directors have pleasure in presenting the Twentieth Annual Report of your Companytogether with the Audited Statements of Accounts for the financial year ended March 312015. The Management Discussion and Analysis has also been incorporated into this report.
(Rs. in Lac)
|Financial Results ||Year Ended 31.03.2015 ||Year Ended 31.03.2014 |
|Income ||112.36 ||110.03 |
|Profit before Tax & Extraordinary Items ||4.34 ||1.61 |
|Less : Provision for Taxation ||2.06 ||1.16 |
|Profit after Tax ||2.28 ||0.45 |
|Less : Extra Ordinary Items ||0.00 ||0.00 |
|Profit available for appropriation after adding to its Previous Years b/f ||2.28 ||0.45 |
|Appropriated as under : || || |
|Transfer to General Reserve ||0.95 ||0.32 |
|Balance carried forward to Next Year ||0.59 ||-1.62 |
OVERVIEW OF ECONOMY
The Economy of India is the seventh-largest in the world by nominal GDP and thethird-largest by purchasing power parity (PPP). The country is one of the G-20 majoreconomies a member of BRICS and a developing economy among the top 20 global tradersaccording to the WTO.
According to the Indian Finance Ministry the annual growth rate of the Indian economyis projected to have increased to 7.4% in 2014-15 as compared with 6.9% in the fiscal year2013-14. In an annual report the IMF forecast that the Indian Economy would grow by 7.5%percent in the 2015-16 fiscal year starting on April 1 2015 up from 7.2% (201415).
India was the 19th-largest merchandise and the 6th largest services exporter in theworld in 2013; it imported a total of $616.7 billion worth of merchandise and services in2013 as the 12th-largest merchandise and 7th largest services importer. The agriculturalsector is the largest employer in Indias economy but contributes a declining shareof its GDP (13.7% in 2012-13). Its manufacturing industry has held a constant share of itseconomic contribution while the fastest-growing part of the economy has been its servicessector which includes among others the construction telecommunications software andinformation technologies infrastructure tourism education health care travel tradeand banking industries.
OVERALL PERFORMANCE & OUTLOOK
The Business environment remains extremely challenging and the recessionary economicconditions leading to slowdown in demand and inflation pushed scale up of input costs leftits adverse imprint on overall performance for 2014-2015. Directors are pleased to informthat in spite of difficult times your Company based on its intrinsic strength hasbroadly maintained its track record of profit making Company. During the year the Companyregistered a Gross Sales/Revenue of Rs. 112.36 Lac as compared to previous financialyears figure of Rs. 110.03. PBT Margin during the year remains Rs. 4.34 Lac incomparison to last years figure of Rs. 1.61 Lac whereas Net Profit remains at Rs.2.28 Lac in comparison to last years figure of Rs. 0.45 Lac.
The Company is in to the Business of lending its surplus fund in to the Capital andMoney Market as well as to lending money to Corporate and HNIs. The outlook for thecurrent year is challenging mainly due to sluggish economy. However your Company expectsto grow despite the adverse environment due to its commitment to clients of the Company.
DIVIDEND AND RESERVES
In view of inadequate profit and in order to meet financial requirements to implementits future plans your Directors do not propose any dividend for the year under review.
During the year under review sum of Rs. 0.95 Lac were transferred to General(Statutory) Reserves.
The paid up Equity Share Capital as on March 31 2015 was Rs. 11.6918 Crore. During theyear under review the Company has not issued shares with differential voting rights norgranted stock options nor sweat equity. As on March 31 2015 none of the Directors of theCompany hold shares or convertible instruments of the Company except Mr. Ravi Kr. Newatiawho is holding 3.135 Lac Equity Shares or 2.68% of Paid-up Capital.
FINANCE AND ACCOUNTS
Your Company prepares its financial statements in compliance with the requirements theCompanies Act 2013 and the Generally Accepted Accounting Principles (GAAP) in India. Thefinancial statements have been prepared on historical cost basis. The estimates andjudgments relating to the financial statements are made on a prudent basis so as toreflect in a true and fair manner the form and substance of transactions and reasonablypresent the Companys state of affairs profits/(loss) and cash flows for the yearended 31st March 2015.
The Company continues to focus on judicious management of its working capital.Receivables inventories and other working capital parameters were kept under strict checkthrough continuous monitoring.
There is no audit qualification in the standalone financial statements by the statutoryauditors for the year under review.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.
The Company does not have any material subsidiary whose net worth exceeds 20% of theconsolidated net worth of the holding company in the immediately preceding accounting yearor has generated 20% of the consolidated income of the Company during the previousfinancial year. Accordingly a policy on material subsidiaries has not been formulated.
RELATED PARTY TRANSACTIONS
All transactions entered into with Related Parties as defined under the Companies Act2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinarycourse of business and on an arms length pricing basis and do not attract theprovisions of Section 188 of the Companies Act 2013 thus disclosure in form AOC-2 is notrequired. There were no materially significant transactions with related parties duringthe financial year which were in conflict with the interest of the Company. Suitabledisclosure as required by the Accounting Standards
(AS18) has been made in the notes to the Financial Statements. The policy on RelatedParty Transactions by the Board is uploaded on the Companys website. The policy onRelated Party Transactions as approved by the Board is uploaded on the Companyswebsite.
MANAGEMENT DISCUSSION & ANALYSIS
As required by Clause 49 of Listing Agreement the Management Discussion and Analysisis annexed and forms part of the Directors Report.
There is no Change in Management of the Company during the year under review.
During the Year Mr. Sunil Kr. Gupta was appointed as Additional Director (Independent)of the Company effective from 20th December 2014 to broad base the Board.
Further the Company has appointed Ms. Anita Mittal as Additional Director(Independent) of the Company w.e.f. 17th March 2015 in order to meet the requirements ofappointment of Women Director in line with Companies Act 2013 as well as to comply withClause 49 of Listing Agreement.
Further none of the Directors of the Company are disqualified under sub-section (2) ofSection 164 of the Companies Act 2013.
As per provisions of Section 149 of the 2013 Act independent directors shall holdoffice for a term up to five consecutive years on the board of a company but shall beeligible for re-appointment for another term up to five years on passing of a specialresolution by the company and disclosure of such appointment in Boards Report.Further Section 152 of the Act provides that the Independent Directors shall not be liableto retire by rotation in the Annual General Meeting (AGM) of the Company.
As per Revised Clause 49 of the Listing Agreement (applicable from October 1 2014)any person who has already served as Independent Director for five years or more in acompany as on October 1 2014 shall be eligible for appointment on completion of thepresent term for one more term of up to 5 (five) years only.
DETAILS OF DIRECTORS/KMP APPOINTED AND RESIGNED DURING THE YEAR
|Sl. No. ||Name ||Designation ||Date of Appointment ||Date of Resignation |
|1. ||Mr. Ashok Bothra ||Independent Director ||- ||4th December 2014 |
|2. ||Mr. Prashant Dhar ||Independent Director ||- ||4th December 2014 |
|3. ||Mr. Sushil Kr. Mittal ||Independent Director ||25th July 2014 ||- |
|4. ||Mr. Anil Kr. Agarwal ||Independent Director ||25th July 2014 ||- |
|5. ||Mr. Suresh Kr. Jindle ||Independent Director ||- ||25th July 2014 |
|6. ||Mr. Sunil Kr. Gupta ||Independent Director ||20th Dec. 2014 ||- |
|7. ||Ms. Anita Mittal ||Independent Director ||17th March 2015 ||- |
|8. ||Mr. Ashutosh Agarwal ||CFO ||28th March 2015 ||- |
|9. ||Ms. Rajani Kohli ||Company Secretary ||20th Dec. 2014 ||4th January 2015 |
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS TRIBUNALS OR COURTS
Apart from an order passed by SEBI vide Order No. WTM/RKA/ISD/162 /2014 dated 19thDecember 2014 and re-confirmation Order No. WTM/RKA/ISD/31/2015 dated 20th April 2015 inthe matter of dealing in the Shares of First Financial Services Limited where in theCompany has been debarred from accessing Capital Market for the time being there are noother significant and material orders passed by the Regulators/Courts that would impactthe going concern status of the Company and its future operations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments affecting the financial position ofthe Company between the end of Financial Year and date of the report.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(5) of the Companies Act 2013:
1. In the preparation of the annual accounts for the year ended 31st March 2015 allthe applicable accounting standards prescribed by the Institute of Chartered Accountantsof India have been followed;
2. The Directors had adopted 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 the end of the financial year and of theprofit of the Company for that period;
3. that proper and sufficient care has been taken 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;
4. The Directors had prepared the annual accounts on a going concern basis;
5. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively; and
6. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
Your Company believes that in addition to progressive thought it is imperative toinvest in Information and Technology to ascertain future exposure and prepare forchallenges. In its endeavor to obtain and deliver the best your Company has tie-ups withan IT solution Company to harness and tap the latest and the best of technology in theworld and deploy/absorb technology wherever feasible relevant and appropriate.
BUSINESS RISK MANAGEMENT
Pursuant to the requirement of Clause 49 of the Listing Agreement the Company hasconstituted a Business Risk Management Committee. The details of Committee and its termsof reference are set out in the Corporate Governance Report forming part of theBoards Report.
The Company has a robust Business Risk Management (BRM) framework to identify evaluatebusiness risks and opportunities. This framework seeks to create transparency minimizeadverse impact on the business objectives and enhance the Companys competitiveadvantage. The business risk framework defines the risk management approach across theenterprise at various levels including documentation and reporting. The framework hasdifferent risk models which help in identifying risks trend exposure and potential impactanalysis at a Company level as also separately for business segments viz. Finance andCapital Market activities.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations.
The scope and authority of the Internal Audit (IA) function is defined in the InternalAudit Charter. To maintain its objectivity and independence the Internal Audit functionreports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies. Based on the report of internal audit function process ownersundertake corrective action in their respective areas and thereby strengthen the controls.Significant audit observations and corrective actions thereon are presented to the AuditCommittee of the Board.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Fraud Risk Management Policy (FRM) to deal withinstance of fraud and mismanagement if any. The detail of the FRM Policy is explained inthe Corporate Governance Report.
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only progressiveresearch and development will help us to measure up to future challenges andopportunities. We invest in and encourage continuous innovation. During the year underreview expenditure on research and development is not significant in relation to thenature size of operations of your Company.
The present Auditors of the Company M/s Mukesh Choudhary & Associates CharteredAccountants have expressed their unwillingness to be re-appointed as Auditors of theCompany upon their retirement at the forthcoming Annual General Meeting. The Board ofDirectors on recommendation of the Audit Committee recommends the appointment of M/sMANV & Associates Chartered Accountants New Delhi (FRN - 007351N) as the StatutoryAuditors of the Company from the conclusion of 20th Annual General Meeting ratification(subject to by the Members every year in the Annual General Meeting) until the conclusionof 25th Annual General Meeting of the Company. A certificate from them has been receivedto the effect that their appointment as Statutory Auditors of the Company if made wouldbe according to the terms and conditions prescribed under Sections 139 and 141 of theCompanies Act 2013 and rules framed there under.
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 hasappointed M/s G. S. Bhide & Associates a of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Reportis annexed elsewhere in this Annual Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexedelsewhere in this Annual Report.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees particulars which is available for inspection by theMembers at the Registered Office of the Company during business hours on working days ofthe Company up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Compliance Officer inthis regard.
PARTICULARS UNDER SECTION 134 (3) (m) OF THE COMPANIES ACT 2013
Since the Company is into the Business of Financing (NBFC Activities) and into theInvesting activities in Shares and Securities; the information regarding conservation ofenergy Technology Absorption Adoption and innovation under section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 is reportedto be NIL.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings during the yearunder review.
During the year under review your Company has not accepted any deposit from the publicfalling within the ambit of Section 73 of the Companies Act 2013 and The Companies(Acceptance of Deposits) Rules 2014.
REPORT ON CORPORATE GOVERNANCE
The Company conforms to the norms of Corporate Governance as envisaged in the CompaniesAct 2013 and the Listing Agreement signed with the Exchanges vide BSE and CSE. Pursuantto Clause 49 of the Listing Agreement a Report on the Corporate Governance and theAuditors Certificate on Corporate Governance are annexed to this report.
Your Directors wish to place on record their appreciation towards the contribution ofall the employees of the Company and their gratitude to the Companys valuedcustomers bankers vendors and stakeholders for their continued support and confidence inthe Company.
|Kolkata May 28 2015 ||By order of the Board |
| ||For Dynamic Portfolio Management & Services Limited |
|Registered Office: || |
|53-A Mirza Ghalib Street ||Ravi Kr. Newatia (DIN : 00214822) |
|4th Floor Kolkata-700 016 ||Chairman & Managing Director |
SECRETARIAL AUDIT REPORT
FORM NO. MR-3
FOR THE FINANCIAL YEAR ENDED ON 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]
Dynamic Portfolio Management & Services Limited
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Dynamic Portfolio Management& Services Limited (hereinafter called the Company). Secretarial Audit was conductedin a manner that provided to us a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing my opinion thereon.
Based my of Dynamic Portfolio Management & Services Limiteds books papersminute books forms and returns filed and other records maintained by the Company and alsothe information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit we hereby report that in ouropinion the Company has during the audit period covering the financial year ended March31 2015 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance mechanism in place to the extent in themanner and subject to the reporting 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 March 31 2015 accordingto the provisions of:
1. The Companies Act 2013 (the Act) and the rules made there under;
2. The Securities Contracts (Regulation) Act 1956 (SCRA) and the rulesmade there under;
3. The Depositories Act 1996 and the Regulations and bye-laws framed there under;
4. Foreign Exchange Management Act 1999 and the rules and regulations made thereunder;
5. 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)
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
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) Regulations2009; 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:
a) Secretarial Standards issued by The Institute of Company Secretaries of India.
b) The Listing Agreements entered into by the Company with BSE Limited and CalcuttaStock Exchange Association Limited.
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 were carried out in compliance with the provisions of the Act.