1. The Board hereby presents its Report for the year ended 31st March 2016.
2. FINANCIAL SUMMARY:
| || ||(In Rs.) |
|Particulars ||As at 31.03.2016 ||As at 31.03.2015 |
|EQUITY AND LIABILITIES || || |
|Shareholders Funds (including reserves & surplus) ||1432.37945 ||137907142 |
|Non-Current Liabilities ||11021536 ||5.5144.873 |
|Current Liabilities ||61792917 ||24350791 |
|Total ||216052398 ||217402807 |
|ASSETS: || || |
|Fixed Assets ||419.67781 ||44176512 |
|Other Non-current Assets ||2.0500000 ||23000.000 |
|Current Assets ||153584617 ||150226195 |
|Total ||216052398 ||217402807 |
|Revenue From Operations & Other Income ||31256512 ||34181601 |
|TOTAL EXPENSES ||23784515 ||24926363 |
|Profit Before Tax(+)Profit/(-)Loss ||7471997 ||9255238 |
|Tax Expenses/lncome(+)Expense/(-)lncome ||2141193 ||2864037 |
|Profit After Tax(+)Profit/(-)Loss ||5330804 ||6391201 |
|Dividend including Tax ||0.00 ||0 00 |
|Transfer to General Reserve ||0.00 ||0 00 |
|Balance carried to Profit & Loss Account ||111772945 ||106442142 |
|Basic/Diluted earning per Share of Rs. 10 Each ||1.69 ||2.03 |
In order to utilize the profits for operations of the Company your Directors do notrecommend any dividend
4. STATE OF COMPANY AFFAIRS AND OPERATIONS:
Gogia Capital Services Limited ("the Company") is engaged in the business ofshare broking and also a Depository Participant. The shares of the company are listed atBombay Stock Exchange
5. REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES AND JOINT VENTURECOMPANIES:
The Company does not have any subsidiary joint venture or Associate Company.
6. EXTRACT OF ANNUAL RETURN:
An extract of the Annual Return of the Company in prescribed form MGT-9 is annexedherewith as Annexure-1.
7. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The Board met four times in the financial year 2015-16 viz. on 30th May; 2015 30thJuly 2015; September 30 2015; 28th October 2015
8. DIRECTORS' RESPONSIBILITY STATEMENT:
Your Directors hereby confirm that:
(a) In the preparation of the Annual Accounts for the financial year 2015-16 theapplicable Accounting Standards have been followed and there are no material departures;
(b) The Directors have selected such accounting policies with the concurrence of theStatutory Auditors and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit of the Company for thefinancial year;
(c) The Directors have taken proper and sufficient care to the best of their knowledgeand ability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013. They confirm that there are adequate systems andcontrols for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities;
(d) The Directors have prepared the Annual Accounts on a going concern basis;
(e) The Directors have laid down internal financial controls to be followed by theCompany and these financial controls are adequate and are operating effectively; 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.
9. INDEPENDENT DIRECTORS:
All the Independent Directors have furnished declarations that each of them meets thecriteria of independence as provided in Sub-section (6) of Section 149 of the CompaniesAct 2013.
10. POLICY ON DIRECTORS' APPOINTMENT/REMUNERATION OF DIRECTORS/KEY MANAGERIAL PERSONNELAND OTHER EMPLOYEES:
The Nomination and Remuneration Committee constituted by the Company has formulatedcriteria for determining qualifications positive attributes and independence of theDirectors. The Committee has also recommended to the Board a Policy relating toremuneration ensuring:
(a) the level and composit.on of remuneration is reasonable and sufficient to attractretain and motivate key managerial personnel of the quality required to run companysuccessfully;
(b) relation of remuneration to performance is clear and meets appropriate performancebenchmarks; and
(c) remuneration to key managerial personnel and senior management involves a balancebetween fixed and incentive pay reflecting short and long-term performance objectivesappropriate to the working of the Company and its goals.
(d) 10.02 Under this Policy the Company retained a third party agency to assess theattributes of employees.
11 EXPLANATION OR COMMENTS ON QUALIFICATION ETC. BY AUDITORS AND COMPANY SECRETARYIN PRACTICE:
(a) There is no qualification reservation or adverse remark or disclaimer made by theAuditors in the Auditors' Report or by the Company Secretary in Practice in SecretarialAudit Report needing explanation or comments by the Board.
(b) The Statutory Auditors have not reported any incident of fraud to the AuditCommittee of the Company in the year under review.
12. PARTICULARS OF LOANS/GUARANTEES/INVESTMENTS:
The Company has not granted any Loans/Guarantees/ Investments
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has not entered into any contracts/ arrangements with related parties.
14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYAFTER THE CLOSE OF THE YEAR:
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS &OUTGO:
Since the Company is not engaged in manufacturing or processing business the Companyhas nothing to report in respect of information on conservation of energy and technologyabsorption as required under section 217(1) of the Companies Act 1956 read with Companies(Disclosures of Particulars in the Report of Board of Directors) Rules 1988
Foreign Exchange Earning and Outgo:
| ||Current Year ||Previous Year |
|(a) Earning ||NIL ||NIL |
|(b) Expenditure ||NIL ||NIL |
16. RISK MANAGEMENT POLICY:
(a) The Board has developed and implemented a Risk Management Policy for the Companyincluding for identifying elements of risk which in the opinion of the Board may threatenthe existence of the Company. In terms of the Policy a detailed risk review is done byUnit Level Committee or Corporate Level Committee (depending upon value of the order)before accepting any order. All the terms and conditions both financial and technicalare reviewed. All steps are taken to mitigate risks.
(b) In addition the Board has laid down a Foreign Exchange Risk Management Policywhich is implemented for hedging Forex risk.
(c) The Company also takes adequate insurance to protect its assets.
17. CORPORATE SOCIAL RESPONSIBILITY:
Corporate Social Responsibility not applicable to the Company
18. ANNUAL EVALUATION BY THE BOARD:
(a) The evaluation framework for assessing the performance of the Board Committees andDirectors comprises of the following key areas:
(i) Attendance of Board Meetings and Committee Meetings by the Directors;
(ii) Quality of contribution and deliberations towards growth of the Company guidanceto the management; and
(iii) Commitment to shareholders' and other stakeholders' interests.
(b) The Board evaluates performance of the Audit Committee on the basis of the AuditReports and Financial Statements approved by the Audit Committee.
(c) The performance of the Managing Director is evaluated by the Board on the basis ofthe working reports given by the Managing Director at regular intervals. The operatingresults are also considered for evaluating performance of the Managing Director.
19. DETAILS OF DIRECTORS/KEY MANAGERIAL PERSONNEL:
There is no change in Directorship of the company Director during the year.
20. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES. JOINT VENTUREAND ASSOCIATES:
The Company does not have any subsidiaries joint venture and associate
21. DETAILS OF SIGNIFICANT & MATERIAL ORDERS:
There is no significant or material order passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
22. INTERNAL FINANCIAL CONTROLS:
The Company has adequate internal financial controls with reference to financialstatements and these are working effectively.
23. COMPOSITION OF AUDIT COMMITTEE:
(a) The composition of Audit Committee is as below:-
|S. No. ||Name of the Committee Member ||Position |
|1 ||Mrs. Jyoti Mehndiratta ||Chairman |
|2 ||Mr. Sandeep Gupta ||Member |
|3 ||Mr. Brijesh Saxena ||Member |
(b) There is no recommendation by the Audit Committee which has not been accepted bythe Board.
24. MANAGEMENT DISCUSSION & ANALYSIS REPORT AND REPORT CN CORPORATE GOVERNANCE:
The Management Discussion & Analysis Report and Report on Corporate Governance forthe year under review as stipulated under the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 are annexed as Annexure-6 and 7 respectively.
25. CONSOLIDATED FINANCIAL STATEMENTS:
The Company does not have any subsidiary company hence no consolidated financialstatement have been prepare
26. DISCLOSURE REGARDING REMUNERATION AS REQUIRED UNDER SECTION 197 (12) OF THFCOMPANIES ACT 2013:
(a) The Company does not have Remuneration Committee.
(b) None of the Executive Director draws any remuneration from the Company during thefinancial year 2015-2016.
27. VIGIL MECHANISM:
The Company has established a Vigil Mechanism for Directors and Employees in accordancewith Sub-section (9) and (10) of Section 177 of the Companies Act 2013. Details of VigilMechanism are given in the Corporate Governance Report. The Vigil Mechanism has beendisclosed on the website of the Company.
28. SECRETARIAL AUDIT REPORT:
(a) The Board of Directors of the Company has appointed M/s. Pramod kothari & Co.Company Secretaries to conduct the Secretarial Audit.
(b) Pursuant to Section 204 of the Companies Act 2013 a Secretarial Audit Reportgiven by Mr. Pramod Kothari of M/s. Pramod Kothari & Co.. Company Secretaries isannexed as Annexure-1.
The Board wishes to express its appreciation to all the employees of the Company fortheir contribution to the operations of the Company during the year.
30. INDUSTRIAL RELATIONS:
Industrial relations remained peaceful.
Your Directors take this opportunity to thank the Financial Institutions BanksGovernment Authorities Regulatory Authorities and the Shareholders for their continuedco-operation and support to the Company.
32. With these remarks we present the Accounts for the year ended March 31. 2016.
As provided under Clause 49 of the Listing Agreement with the Stock Exchanges theBoard Members and the Senior Management Personnel have confirmed compliance with the Codeof Conduct and Ethics for the period ended March 31 2016.
| ||BY ORDER OF THE BOARD |
|Date: 31/05/2016 || || |
|Place: New Delhi || || |
| ||Salish Gogia ||Brijesh Saxena |
| ||Director ||Director |
| ||(DIN: 00932987) ||(DIN: 06645560) |
Declaration by the Director
I Brijesh Saxena Director of the Gogia Capital Services Limited pursuant to clause49(1) (D) of the Listing Agreement hereby confirm that:
The Board of Directors of Gogia Capital Services Limited has laid down a code ofconduct for all board members and senior management personnel of the company.
All the Board members and senior management have affirmed their compliances withthe said code of conduct for the year ended 31st March 2016.
| ||(Brijesh Saxena) |
| ||Director |
|Place: New Delhi || |
|Date: 31/05/2016 || |