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Greencrest Financial Services Ltd.

BSE: 531737 Sector: Financials
NSE: N.A. ISIN Code: INE414C01029
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VOLUME 143284
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52-Week low 56.90
P/E 3080.00
Mkt Cap.(Rs cr) 2,251
Buy Price 61.55
Buy Qty 1854.00
Sell Price 61.60
Sell Qty 136.00
OPEN 61.90
CLOSE 61.65
VOLUME 143284
52-Week high 63.95
52-Week low 56.90
P/E 3080.00
Mkt Cap.(Rs cr) 2,251
Buy Price 61.55
Buy Qty 1854.00
Sell Price 61.60
Sell Qty 136.00

Greencrest Financial Services Ltd. (GREENCRESTFINAN) - Director Report

Company director report

To The Members

Your Directors have pleasure in presenting the 23rd Annual Report of yourCompany together with the Audited Statements of Accounts for the year ended March 312015.

(Rs in Lac)

Financial results Year ended 31.03.2015 Year Ended 31.03.2014
Sales & Other Income 1065.18 837.81
Profit before Tax & extraordinary item 179.43 100.49
Less : Provision for Taxation 65.33 30.71
Profit after Tax 116.13 69.78
Less : Transfer to General Reserves 23.23 13.89
Profit available for Appropriation 92.90 55.89
Add: Profit/(Loss) brought forward from Previous Year 35.86 (20.03)
Balance of Profit / (Loss) carried forward 128.76 35.86

Overview Of Economy

Growth picked up in 2014 inflation markedly declined and the external position wascomfortable helped by positive policies and lower global oil prices. The outlook forIndia is for economic strengthening through higher infrastructure spending increasedfiscal devolution to states and continued reform to financial and monetary policy. Thegovernment underscored its intention to move steadily to tackle politically difficultstructural issues that have stalled investment and limited economic performance in recentyears.

A more robust economic performance than was earlier indicated emerges from revised databased on an updated base year wider coverage of goods and services and the inclusion oftax data to estimate economic activity. Real growth in India was previously estimated as achange in volume but the new series estimates value added at each stage.

The government’s initial estimates for Fiscal Year 2014-15 show that economicgrowth accelerated to 7.4%. Agriculture growth slipped to 1.1% in FY2014 largely becausethe monsoon was erratic particularly affecting the summer crop. The production of foodgrains has been contracted by 3.2% from FY2013. After growing by 4.5% in FY2013 industryaccelerated to 5.9% in FY2014 helped by a 6.8% expansion in manufacturing. Theseestimates may be a tad optimistic however as they assume manufacturing growth to haveexceeded 10% in the final quarter of FY2014. Monthly industrial production estimatesindicate a more modest upturn. The production of capital goods expanded after 3 years inthe red. However consumer durables continued to decline. Improved coal production helpeddouble the growth of electricity generation over the previous year’s rate.

Overall Performance & Outlook

Total revenue for the year was Rs 1065.18 Lac in comparison to last years’ revenueof Rs 837.81 Lac. In term of Profit before taxation the Company has earned a profit ofRs179.43 Lac in comparison to last years’ profit of Rs 100.49 Lac thus registering agrowth of about 78.55% for the year.Profit after Tax remains at

Rs 116.13 Lac in comparison to last financial year in which the Company has earned aNet Profit ofRs 69.78 Lac. Amount of Profit for the year includes onetime commissionincome ofRs 35.00 Lac.

Your Company is one of the RBI registered NBFC and is engaged in the business offinance investments. The Company is doing trading / investment activities in bothSecurities & Commodity market.

Management of company is having positive outlook for current financial year howeveroutcome depends entirely on the capital market environment as well as government policieson NBFC business. dividend and reserves

In view of inadequate profit and in order to meet financial your Directors do notpropose any dividend for the year under review.

During the year under review Rs 23.23 Lac was transferred to General Reserve as perRBI guidelines.

Share Capital

The paid up Equity Share Capital as on March 31 2015 was Rs 36.5508 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 Except Mr. Sushil ParakhChairman & Managing Director of the Company none of the Directors and/or KeyManagerial Person of the Company holds shares or convertible instruments of the Company.Mr. Sushil Parakh is holding 17.85 Lac Equity Shares or 0.49% of Paid-up Capital in hisown name whereas no relatives are holding any Shares in their name.

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 been prepared on historical cost basis. The estimates and judgments relating tothe financial statements are made on a prudent basis so as to reflect in a true and fairmanner the form and substance of transactions and reasonably present the Company’sstate of affairs profits/(loss) and cash flows for the year ended 31st March2015. 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 under review.

Particulars Of Loans Guarantees & 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

Subsidiary Company

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 arm’s length pricing basis and do not attract theprovisions of Section 188 of the Companies Act

2013 thus disclosure in form AOC-2 is not required. There were no materiallysignificant transactions with related parties during the financial year which were inconflict with the interest of Suitable disclosure as required by the Accounting Standards(AS18) has been made in the notes to the Financial Statements. The policy on Related PartyTransactions as approved by the Board is uploaded on the Company’s website.

Management Discussion & Analysis

As required by Clause 49 of Listing Agreement the Management Discussion and Analysisis annexed and forms part of the Directors’ Report.

Management

There is no Change in Management of the Company during the year under review.

Directors

During the Year your Board has appointed Ms. Sonali Roychowdhury as AdditionalIndependent Director of the Company w.e.f. 10th March 2015 to fulfill therequirement of well as Clause 49 of Listing Agreement.

Further w.e.f. 28th April 2015 Mr. Aditya Parakh has resigned from theBoard due to his personal reasons and in his place Mr. Sushil Parakh relatives of Mr.Aditya Parakh has joined the Board as Managing Director of the Company subject to approvalof Members in next AGM.

Further none of the Directors of the Company are disqualified under sub-section (2) ofSection 164 of the Companies Act 2013.

Independent Directors

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 Board’s 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. Asper Revised Clause 49 of the Listing Agreement (applicable from October 1 2014) anyperson who has already served as independent director for five years or more in a companyas on October 1 shall be eligible for appointment on completion of the present term forone 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. Ms. Sonali Roychowdhury Independent Director 10th March 2015 -
2. Mr. Abhijit Bose CFO 30th March 2015 -
3. Mr. Rahul Rungta Company Secretary 31st March 2015 -

Significant And Material Orders Passed By The Regulators Tribunals Or Courts

There are no other significant and material orders passed by the Regulators/Courts thatwould impact the 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

Pursuant to the provisions of Section 134(5) of the Companies Act 2013 the Board ofDirectors confirms that:

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. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; and

4. The Directors had prepared the annual accounts on a going concern basis.

5. Proper internal financial controls were in place and that the financial controlswere adequate were operating effectively; and

6. Systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

Information Technology

Your Company believes that in addition to progressive thought it is imperative toinvest in Information Technology to ascertain future exposure and prepare for challenges.In its endeavor to obtain and deliver the best your Company has invested its money foracquiring latest Computer hardware and software.

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 terms of referenceare set out in the Corporate Governance Report forming part of the Board’s 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 Company’s competitiveadvantage. The business risk framework defines the risk management approach across theenterprise at and reporting. The framework has different risk models which help inidentifying risks trend exposure and potential impact analysis at a Company level andalso separately for business segments viz. Finance and Capital 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) functionis defined in the Internal Audit Charter. To maintain its objectivity and independencethe Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficiency 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

As required under Rule 7 of The Companies (Meetings of Board and its Powers) Rules2014 the Company has a vigil mechanism named Fraud Risk Management Policy (FRM) to dealwith instance of fraud and mismanagement if any. The detail of the FRM Policy isexplained in the 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 and size of operations of your Company.

Auditors Statutory Auditors

The Auditors M/s B. S. Kedia & Co. Chartered Accountants Kolkata who areStatutory Auditors of the Company and holds the office until the conclusion of ensuingAnnual General Meeting and are recommended for re-appointment to audit the accounts of theCompany from the conclusion of the 23rd Annual General Meeting up to theconclusion of the 27th consecutive Annual General Meeting (subject toratification by the members at every subsequent AGM). As required under the provisions ofSection 139 & 142 of the Companies Act 2013 the Company has obtained writtenconfirmation from M/s. B S. Kedia & Co. that their appointment if made would be inconformity with the limits specified in the said Section.

Secretarial Auditors

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 firm of Company Secretaries in Practice to undertake the SecretarialAudit of the Company.

The Report of the Secretarial Audit Report is 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 on working days of the Company up to the date of theensuing Annual General Meeting. If any Member is interested in obtaining a copy thereofsuch Member may write to the Company Secretary in this 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) ofthe Companies Act 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 isreported to be NIL.

Foreign Exchange Earnings And Outgo

The Company has not earned or used foreign exchange earnings/outgoings during the yearunder review.

Public Deposits

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 with the BSE Limited & Calcutta Stock ExchangeAssociation Ltd. Pursuant to Clause 49 of the Listing Agreement a Report on the CorporateGovernance and the Auditors

Certificate on Corporate Governance are annexed to this report.

Appreciatopn

Your Directors wish to place on record their appreciation towards the contribution ofall the employees of the Company and their gratitude to the Company’s valuedcustomers bankers vendors and members for their continued support and confidence in theCompany.

Kolkata May 28 2015 By order of the Board
For Greencrest Financial services limited
Registered Office :
8 Ganesh Chandra Avenue sUsHil ParakH
Saha Court 1st Floor DIN : 02596801
Kolkata-700 013 Managing Director

Management Discussions & Analysis

Macro Economic Environment

According to the recent monthlyfigures domestic economic momentum in India weakened abit in early 2015 along with the inflation dynamics; the external contribution to thegrowth appears resilient. In

February PMI moderated at 51.2 from 52.9 in January.

However the latest revised GDP figures are simply amazing: in 2013 and 2014 the Indianeconomy has grown the fastest of all the G20 economies: 6.9% and 7.4% YoY respectively.The base year has been revised and some more comprehensive sources of data have beenconsidered.

After the strong decline of recent months the latest inflation figure of 5.1% YoY inJanuary remained below the January 2016 target of 6%. Notwithstanding some potentialinflationary initiatives mentioned in the Budget we expect the inflation rate tofluctuate around that target for the coming year. In the latest data revision the Foodcomponent of the CPI basket has been lowered to around 45% from about 50%.

Review Of Operations

During the Financial Year 2014-2015 the Company has earned an operational profit ofRs179.43 Lac in comparison to last years’ profit ofRs 100.49 Lac. Profit after Taxremains at Rs 116.13 Lac in comparison to last years’ Profit of Rs 69.78 Lac. Duringthe year the Company has earned an Interest income of Rs 255.57 Lac and has suffered aloss of Rs 145.47 Lac from investment activities in Capital Market. Further the Companyhas received Dividend Income of Rs 1.39 Lac from its Investment activities and also earnedRs 35.00 Lac on account of commission.

Business Segment

Your Company is one of the RBI registered NBFC and is into the business of Finance& Investments in accordance with the Accounting Standard 17 notified by Companies(Accounting Standards) Rules 2006.

Opportunities

The capital markets have continued to scale record levels as euphoria has built up onthe possible trajectory of the Indian economy. The markets seem to have priced in afavourable policy environment and a consequent increase in corporate performance in thecoming years.

As is the case whenever there is a turn in the economy capital markets take the leadas they price in future improvement in the macroeconomic fundamentals of the economy. Theclear mandate given to the central government and the business friendly reforms expectedas a result of this has raised the expectation of both domestic and foreign investors.Further factors such as rising growth prospects contractioninCurrentAccountDeficit asthe recent stabilization of the rupee have all contributed to this positive sentiment.Investors have been betting heavily on the economy which has led to high growth of thecapital markets. The SENSEX has witnessed a consistent rise in 2014 with a growth ofaround 40% reaching record highs and crossing the 29000 mark in January 2015.

On other front Non-Banking Financial Companies (NBFC) have rapidly emerged as animportant segment of the Indian financial system. Moreover NBFCs assume significance inthe small business segment as they primarily cater to the credit requirements of theun-organised sector such as wholesale & retail traders small-scale industries andsmall borrowers at the local level. NBFC is a heterogeneous group of financialinstitutions performing a wide range of activities like hire-purchase finance financingequipment lease finance personal loans working capital loans consumer loans housingloans loans against shares and investment etc. NBFCs are broadly divided into threecategories namely (i) NBFCs accepting deposits from banks (NBFC-D); (ii) NBFCs notaccepting/holding public deposits

(NBFC-ND); and (iii) core investment companies (i.e. those acquiring share/securitiesof their group/ holding/subsidiary companies to the extent of not less than 90% of totalassets and which do not accept public deposits.) The segment has witnessed considerablegrowth in the last few years and is now being recognised as complementary to the bankingsector due to implementation of innovative marketing strategies introduction oftailor-made products customer-oriented services attractive rates of return on depositsand simplified procedures etc.

Threats & Concerns

Banking & Capital Markets CEOs are more upbeat about the prospects for the globaleconomy than any other sector (56% believing it will improve over the next 12 months).Their confidence is evident in the fact that more than half are planning to increaseheadcounts over the next 12 months by at least 5%. However Banking & Capital MarketsCEOs see over-regulation as the biggest policy threat to growth. They would preferregulations that are clear and designed for the long-term.

On the other front more than 70% of Banking & Capital Markets CEOs see cyberinsecurity as a threat to growth more than any other sector.

Success in this market demands leaders who can manage through uncertainty andcomplexity as they seek to deal with regulatory change while preparing for the future.This in turn demands a clear sense of who their key customers and markets are going to bein five years’ time and what investments and changes will be needed to respond. Italso requires a forward looking view on how regulation will interact with the othertransformational trends in areas such as cost returns and the ability to meet customerexpectations.

Human Resource Development

The Company recognizes that its success is deeply embedded in the success of its humancapital. During 2014-2015 the Company continued to strengthen its HR processes in linewith its objective of creating an inspired workforce. The employee engagement initiativesincluded placing greater emphasis on learning and development launching leadershipdevelopment programme introducing internal communication providing opportunities tostaff to seek inspirational roles through internal job postings streamlining thePerformance Management System making the compensation structure more competitive andstreamlining the performance-link rewards and incentives.

Corporate Sustainability And Social Responsibility

The Company constantly strives to meet and exceed expectations in terms of the qualityof its business and services. The Company commits itself to ethical and sustainableoperation and development of all business activities according to responsible care and itsown code of conduct. Corporate Social Responsibility is an integral part of theCompany’s philosophy and participates in activities in the area of education andhealth.

Cautionary Statement

Certain statements under "Management Discussion & Analysis" describingthe Company’s objectives projections estimates expectations or predictions may beforward looking statement within the meaning of applicable securities laws andregulations. Although the expectations are based on reasonable assumptions the actualresults could materially differ from those expressed or implied since the

Company’s operations are influenced by many external and internal factors beyondthe control of theCompany. The Company assumes no responsibility to publicly amend modifyor revise any forward looking statements on the basis of any subsequent developmentsinformation or events.

Compliance

The Compliance function of the Company is responsible for independently ensuring thatoperating and business units comply with regulatory and internal guidelines. TheCompliance Department of the Company continues to play a pivotal role in ensuringimplementation of compliance functions in accordance with the directives issued byregulators the Company’s Board of Directors and the Company’s CompliancePolicy. The Audit Committee of the Board reviews the performance of the ComplianceDepartment and the status of compliance with regulatory/internal guidelines on a periodicbasis. New Instructions/Guidelines issued by the regulatory authorities were disseminatedacross the Company to ensure that the business and functional units operate within theboundaries set by regulators and that compliance risks are suitably monitored andmitigated in course of their activities and processes. New products and process launchedduring the year were subjected to scrutiny from the Compliance

Standpoint and proposals of financial services were screened from risk controlprospective. The Company has complied with all requirements of regulatory authorities. Nopenalties/strictures were imposed on the Company by stock exchanges or SEBI or anystatutory authority on any matter related to capital market during the last three years.

Kolkata May 28 2015 By order of the Board
For Greencrest Financial services limited
Registered Office :
8 Ganesh Chandra Avenue sUsHil ParakH
Saha Court 1st Floor DIN : 02596801
Kolkata-700 013 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] The MembersGreencrest Financial Services Limited We have conducted the secretarial audit of thecompliance of applicable statutory provisions and the adherence to good corporatepractices by Greencrest Financial Services Limited (hereinafter called the Company).Secretarial Audit was conducted in a manner that provided to us a reasonable basis forevaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of Greencrest Financial Services Limited’s 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 ExchangeBoard of India (Substantial Acquisition of Shares andTakeovers) Regulations 2013;

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 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 and CSE.

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.

Adequate notice is given to all Directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

We 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.

We further report that during the audit period there were no instances of: a) Public /Rights / Preferential issue of shares / debentures / sweat equity. b) Redemption /buy-back of securities. c) Major decisions taken by the Members in pursuance to Section180 of the Companies Act 2013. d) Merger / amalgamation / reconstruction etc. e) Foreigntechnical collaborations.

For G. s. Bhide & associates
Company Secretaries
Place : Mumbai
Date : May 28 2015
Gayatri s. Bhide
Proprietor
C. P. No. 11816

Extract Of Annual Return

As on the financial year ended 31.03.2015 [Pursuant to Section 92(3) of the CompaniesAct 2013 and Rule 12(1) of the Companies (Management and Administration) Rules 2014]

FORM NO. MGT - 9

i. registration & Other details
CIN L65921WB1993PLC057785
Registration Date 15/02/1993
Name of the Company Greencrest Financial Services Limited
Category / Sub-Category of the Category : Company having Share Capital
Company Sub-Category : Indian Non-Government Company
Address of the Registered Office and contact details 8 Ganesh Chandra Avenue Saha Court 1st Floor Kolkata-700 013
Tel : +91 33 2236 5426 / 1366
Whether listed company Listed Company
Name address and contact details of ABS Consultants Pvt. Ltd.
Registrar and Transfer Agent if any 99 Stephen House 6th Floor 4 B.B.D. Bag (East) Kolkata-700 001
Tel : +91 33-2220 1043

ii. Principal Business activities of the company

All the Business Activities contributing 10% or more of the total turnover of theCompany shall be stated:

Name and description of main Nic code of business % of total turnover of the company
Businesses
NBFC Activities (Financing) & Trading / Investment in Shares & Securities 66110 76.11%

iii. details of subsidiary / associate / Holding companies

Name & Address of Company CIN / GLN Holding / Subsidiary / Associate % of Shares Held Applicable Section
Not Any Not Applicable Not Applicable Not Applicable Not Applicable

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup As % Of Total Equity)

Category wise Shareholding

No. of Shares held at the beginning of the year No. of Shares held at the end of the year
Category of Shareholders Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change during the year
a. Promoters
(1) indian
a) Individual / HUF 178500 - 178500 0.49 1785000 - 1785000 0.49 -
b) Central Govt. (s) - - - - - - - -
c) State Govt. (s) - - - - - - - -
d) Bodies Corporate 277700 - 277700 0.76 2777000 - 2777000 0.76 -
e) Banks / FIs - - - - - - - -
f) Any Other ….. - - - - - - - -
sub total a(1) 456200 - 456200 1.25 6562000 - 4562000 1.25 -
(2) Foreign
a) NRIs - Individuals - - - - - - - -
b) Other – Individuals - - - - - - - -
c) Bodies Corporate - - - - - - - -
d) Banks / FIs - - - - - - - -
e) Any Other …… - - - - - - - -
Sub Total A(2) Total Shareholding Of 456200 - 456200 1.25 6562000 - 4562000 1.25 -
Promoters (a1) + (a2)
B. Public shareholding
(1) institutions - - - - - - - -
a) Mutual Funds / UTI - 150000 150000 0.41 - - - - 0.41
b) Banks / FI - - - - - - - -
c) Central Govt. (s) - - - - - - - -
d) State Govt. (s) - - - - - - - -
e) Venture Capital Funds - - - - - - - -
f) Insurance Companies - - - - - - - -
g) FIIs - - - - - - - -
h) Foreign Venture Capital Funds - - - - - - - -
i) Others (Specify) - - - - - - - -
SUB TOTAL B(1) - 150000 150000 0.41 - - - - 0.41
(2) Non-Institutions
a) Bodies Corporate
i. Indians 168411 53900 222311 0.61 47522977 492000 48014977 13.14 12.53
ii. Overseas - - - - - - - -
b) individuals
i. Individual
Shareholders
holding nominal share capital up to Rs 1 lakh 406489 57900 464389 1.27 2195607 367000 2562607 0.70 0.57
ii. Individual Shareholders holding nominal share capital in excess of Rs 1 lakh 31620400 3607500 35227900 96.38 290018356 20350000 310368356 84.94 11.47
c) Others (specify)
i. Clearing Members - - - - - - - - -
ii. NRI 30000 - 30000 0.08 60 - 60 0.00 0.08
Sub Total B(2) 32225300 3719300 35944600 98.34 339737000 21209000 360946000 98.75 0.59
TOTAL PUBLIC SHAREHOLDING B = B(1) + B(2) 32225300 3869300 36094600 98.75 339737000 21209000 360946000 98.75 -
C. Shares held by custodian for gdrs & adrs - - - - - - - -
Grand total (a+B+c) 32681500 3869300 36550800 100.00 344299000 21209000 365508000 100.00 -

 

ii) shareholding of Promoters shareholding at the beginning of the year shareholding during and at the end of the year
shareholders name no. of shares % of total shares of the company % of shares Pledged / encumbered to total shares no. of shares % of shares total Pledged / shares encum- of the compa- to total ny % of share- holding during the bered shares % change in year
Sushil Parakh 178500 0.49 Nil 1785000 0.49 Nil -
PNC Capital Trust Ltd. 105000 0.29 Nil - - - 0.29
Goldmohar Vyapar Private Limited 172700 0.47 Nil 2777000 0.76 Nil 0.27

 

iii) change in Promoters’ shareholding (Please specify if there is no change)
Shareholding at the beginning of the year Cumulative Shareholding during the year
Particulars % of total No. of shares of the Shares Company % of shares of the Company total No. of Shares Changes Date of Changs Reason for
At the beginning of the year 456200 1.25 456200 1.25 Refer Table below (next table)
At the end of the Year 4562000 1.25 4562000 1.25

 

Date wise increase/decrease in Promoters shareholding during the year specifying the reasons for increase/decrease (e.g. allotment / transfer / bonus / sweat equity etc):
Name of Promoter / Promoter Group Opening Bal Shares increase Shares decrease Date of increase / decrea se Reason for changes
PNC Capital Trust 105000 - 105000 23/11/2012 Off Market Sale*
Goldmohar Vyapar Private Limited 172700 105000 - 23/11/2012 Off Market Purchase*

*Insider Trading Disclosure has been given in F.Y. 2012-13 but Shares have beentransferred in F.Y. 2014-15

iv) shareholding of top ten shareholders (Other than directors Promoters and Holders of Gdrs & adrs)
Shareholding at the beginning of the year Cumulative Shareholding during and at the end of the year
For Each of the Top 10 Shareholders No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
Rajinder Kumar Miglani 1375000 3.76% 13750000 3.76%
Neelam Miglani 1350000 3.69% 13500000 3.69%
Anuj Miglani 1300000 3.56% 13000000 3.56%
Ankit Miglani 1250000 3.42% 12500000 3.42%
Archana Miglani 1200000 3.28% 12000000 3.28%
Priyanka Miglani 1200000 3.28% 12000000 3.28%
Praveen Uttamchand Miglani 1200000 3.28% 12000000 3.28%
Aniket Singal 1164000 3.18% 11640000 3.18%
Sanjay Singal 1125000 3.08% 11250000 3.08%
Aarti Singal 1125000 3.08% 11250000 3.08%

 

v) shareholding of directors and key managerial Personnel
For Each of Directors & KMP Shareholding at the beginning of the year Cumulative Shareholding during and at the end of the year
No. of Shares % of total shares of the Company % of total No. of shares of the Shares Company
Sushil kr. Parakh
At the beginning of the year 178500 0.49 1785000 0.49
Date wise Increase/Decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc): N.A. (Except Corporate Action in Face Value of Shares from Rs 10/- to Rs 1/-)

v. indeBtedness

In Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Secured Loans Excluding deposits Unsecured Loans Deposits Total Indebtedness Rs Crore
Indebtedness at the beginning of the financial year Nil Nil Nil Nil
Change in Indebtedness during the financial year Nil Nil Nil Nil
Indebtedness at the end of the financial year Nil Nil Nil Nil

 

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Sr. No. Particulars of Remuneration Aditya Parakh (MD) Sunil Parakh (Director)
1. Gross Salary Rs 300000/- Rs 36000/-
2. Value of Perquisites Nil Nil
3. Stock Options Nil Nil
4. Sweat Equity Nil Nil
5. Commission Nil Nil
6. Others (Please specify) Nil Nil

 

Vii. Penalties / punishment / compounding of offences:
Type Section of the Companies Act Brief Description Details of Penalty / Punishment / Compounding fees imposed Authority [RD / NCLT / COURT] Appeal made if any (give details)
A. Company
Penalty 220(1) 220(2). 159 160 161 Late Filing of Annual Returns Application filed with MCA for withdrawal of Complaints Court N.A.
Punishment
Compounding
B. directors
Penalty

No Instance

Punishment
Compounding
C. Other Officers in Default
Penalty

No Instance

Punishment
Compounding

Annexure To The Directors’ Report

Corporate Governance

In accordance with Clause 49 of the Listing Agreement with BSE Limited (BSE) andCalcutta Stock Exchange Association Ltd. (CSE) the report containing the details ofCorporate Governance systems and processes at the Company for the year ended 31stMarch 2015 is annexed herein below -

Company’s Philosophy On Corporate Governance

Corporate Governance for the Company means achieving high level of accountabilityefficiency responsibility and fairness in all areas of operation. Our Employees arecommitted towards the protection of the interest of the Stakeholders viz. Shareholderscreditors investors clients etc. Our policies consistently undergo improvements keepingin mind our goal i.e. maximization of value of all the stakeholders.

The Goal Is Achieved Through –

Infusion of best expertise in the Board;

Consistent monitoring and improvement of the humanand physical resources;

Availability of Information to the members of theBoard and Board Committees to enable them to discharge their fiduciary duties.

Board/Committee meetings at regular intervals to keepthe Board informed of the recent happenings.

Governance Structure

The Corporate Governance Structure at Greencrest Financial Services Ltd. (GFSL) is asunder :-

1. BOARD OF DIRECTORS : The Board is entrusted with the ultimateresponsibility of the management directions and performance of the Company. As itsprimary role is fiduciary in nature the

Board provides leadership strategic guidance objective and independent view to theCompany’s management while discharging its responsibilities thus ensuring that themanagement adheres to ethics transparency and disclosure.

2. Committees of the Board : The Board has constituted the following committeesviz. Audit Committee Nomination & Remuneration Committee and Stakeholders’Relationship Committee. Each of said Committee has been managed to operate within a givenframework.

Board Of Directors Size & Composition Of Directors

The Board has five members with an executive Chairman. The Independent Directors on theBoard are competent and highly respected professionals from their respective fields andhave vast experience in general corporate management finance banking and other alliedfields which enable them to contribute effectively to the Company in their capacity asmembers of the Board. The day to day management of the Company is conducted by ManagingDirector subject to supervisions and control of the Board.

The composition and category of the Board of Directors as at March 31 2015 the numberof other Directorships/Committee memberships held by them and also the attendance of theDirectors at the Board meetings of the Company are as under:

Name Designation DIN Date of Joining Committee Member- ship in oth- er Listed Co. Committee Chairman- ship in other Listed Co. No. of Di- rectorship in other Listed Co.
Aditya Parakh* Managing Director 00459679 4th Oct. 2002 2 1 1
Sunil Parakh Non-Executive Director 01008503 28th March 2011 Nil Nil Nil
Shree Niwas Singhee Independent Director 00459722 9th Jan. 2007 Nil Nil Nil
Dhirendra Kr. Sahani Independent Director 02942682 26th May 2011 2 1 1
Sonali Roychowdhury Independent Director 06971967 10th March 2015 Nil Nil 1

*Chairman of the Board

Board independence

The Non-Executive Independent Directors fulfill the conditions of independence asspecified in Section 149 of Companies Act 2013 and Rules made there under and to meetwith requirements of Clause 49 of Listing Agreement entered into with Stock Exchange.Further none of the Independent Director is serving more than seven listed companies. TheCompany has issued a letter of appointment to all the Independent Directors of theCompany.

Board meetings

Board Meetings are conducted in accordance with the Rules made under Companies Act2013 and as per requirements of Listing Agreement. The Board meets at regular intervals todiscuss and decide on business strategies/policies and review the financial performance ofthe Company. The Board Meetings are pre scheduled and a tentative annual calendar of theBoard is circulated to the Directors in advance to facilitate the Directors to plan theirschedules. The Notice of each Board Meeting is given in writing / by email to eachDirector. The Agenda along with relevant notes and other material information are sent inadvance separately to each Director and in exceptional cases tabled at the meeting. Thisensures timely and informed decisions by the Board. The

Minutes of Board Meetings are also circulated in advance to all Directors and confirmedat subsequent

Meetings. The Board reviews the performance of the Company.

Post meeting mechanism

The important decisions taken at the Board / Board Committee meetings are communicatedto the concerned department/s and/or division.

Familiarization Programme for directors

At the time of appointing Director a formal letter of appointment is given to him/herwhich inter alia explains the role function duties and responsibilities expected ofhim/her as a Director of the Company.

The Director is also explained in detail the Compliance required from him/her under theCompanies Act 2013 Clause 49 of Listing Agreement and other relevant regulations andaffirmation taken with respect to the same. The Chairman & Managing Director also hasone to one discussion with the newly appointed Director to familiarize him/her with theCompany’s operations. Further the Company has put in place a system to familiarizethe Independent Directors about the Company its services business and the on-goingevents relating to the Company.

Further at the time of appointment of Independent Director the Company issues aformal letter of appointment outlining his/her role function duties and responsibilitiesas a Director. The format of the letter of appointment is available on Company website.

Details Of Board Meetings

The Board of Directors met 10 times on 21st April 2nd May 29thMay 13th August 29th August 13th November in year 2014and on 13th February 2nd March 5th March and 30thMarch in the year 2015 during the financial year 2014-2015.

Attendance of Board of Directors at the Board Meeting and at the last Annual GeneralMeeting :

Name Designation Attendance at the AGM Meetings attended
Aditya Parakh* Chairman & Managing Director Yes 10
Sunil Parakh Non-Executive Director Yes 10
Shree Niwas Singhee Independent Director Yes 10
Dhirendra Kr. Sahani Independent Director Yes 10
Sonali Roychowdhury Independent Director N.A. 1

*Chairman of the Board

Audit Committee

The Audit Committee consists of two Independent Directors & the Managing Director.All members of the Audit Committee are financially literate and they have accounting orrelated financial expertise.

The Audit Committee acts as a link between the statutory and internal auditors and theBoard of

Directors. Its purpose is to assist the Board in fulfilling its oversightresponsibilities of monitoring financial reporting financial controls governance andreviewing the Company’s Committee is governed by a Charter which is in line with theregulatory requirements mandated by the

Companies Act 2013 and Clause 49 of the Listing Agreement.

Powers of audit committee

The Audit Committee is having following powers -a. To investigate any activity withinits terms of reference. b. To seek information from any employee. c. To obtain outsidelegal or other professional advice. d. To secure attendance of outsiders with relevantexpertise if it considers necessary.

Authority And Responsibilities

Following are the Role of Audit Committee –

1. Oversight of the company’s financial reporting process and the disclosure ofits financial information to ensure that the financial statement is correct sufficientand credible.

2. Recommending to the Board the appointment re-appointment and if required thereplacement or removal of the statutory auditor and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by thestatutory auditors.

4. Reviewing with the management the annual financial for approval with particularreference to:

a. Matters required to be included in the Director’s Responsibility Statement tobe included in the Board’s report in terms of clause (c) of sub-section 3 of section134 of the Companies Act 2013;

b. Changes if any in accounting policies and practices and reasons for the same

c. Major accounting entries involving estimates based on the exercise of judgment bymanagement

d. Significant adjustments made in the financial statements arising out of auditfindings

e. Compliance with listing and other legal requirements relating to financialstatements

f. Disclosure of any related party transactions g. Qualifications in the draft auditreport.

5. Reviewing with the management the quarterly financial statements before submissionto the board for approval;

6. Reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offer document / prospectus /notice and the report submitted by the monitoring agency monitoring the utilisation ofproceeds of a public or rights issue and making appropriate recommendations to the Boardto take up steps in this matter;

7. Review and monitor the auditor’s independence and performance andeffectiveness of audit process;

8. Approval or any subsequent modification of transactions of the company with relatedparties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up thereon;

15. Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors; 18. To review the functioning of the Whistle Blower mechanism;

19. Approval of appointment of CFO (i.e. the whole-time Finance Director or any otherperson heading the finance function or discharging that function) after assessing thequalifications experience and background etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of theAudit Committee.

Review Of Information Audit Committee

In addition to the above Audit Committee reviews the following information : iManagement discussion and analysis of financial condition and results of operations; iiStatement of significant relatedparty transactions submitted by management; iii Managementletters / letters of internal control weaknesses issued by the statutory auditors andqualification in draft audit report; iv Internal audit reports relating to internalcontrol weaknesses; v The appointment removal and terms of remuneration of the Chiefinternal auditor shall be subject to review by the Audit Committee.

Meetings Of Audit Committee

The members of Audit Committee met nine times on 29th May 13thAugust 29th August and 13th November in year 2014 and on 13thFebruary 2nd March 5th March 30th March and 31stMarch in year

2015 during the financial year ended on 31st March 2015.

Name Number of meetings held Meetings attended
Mr. Aditya Parakh 9 9
Mr. Shree Niwas Singhee 9 9
Mr. Dhirendra Kr. Sahani* 9 9

*Chairman of Committee

Nomination And Remuneration Committee

The Nomination and Remuneration Committee consists of two Independent Directors &the Managing

Director. All members of the Nomination & Remuneration Committee are financiallyliterate and they have accounting or related financial management expertise.

The Nomination & Remuneration Committee was constituted in the meeting of Board ofDirectors of the Company held on 21st April 2014.

Role Of Nomination And Remuneration Committee

1. Formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration of the directors key managerial personnel and other employees;

2. Formulation of criteria for evaluation of Independent Directors and the Board;

3. Devising a policy on Board diversity;

4. Identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to theBoard their appointment and removal.

Details Of Remuneration Paid To Directors

The payment of salary to Directors was of Rs 300000/- to Mr. Aditya Parakh ManagingDirector

Rs 36000/- to Mr. Sunil Parakh and Nil to others during the financial year 2014-2015.No Stock option has been allotted to any of the Directors during the financial year2014-2015.

None of the Independent Directors holds any shares in their name or in the name oftheir relatives.

Policy For Selection And Appointment Of Directors And Their Remuneration

The Nomination and Remuneration (N&R) Committee has adopted a Charter which interalia deals with the manner of selection of Board of Directors and CEO & ManagingDirector and their remuneration. This Policy is accordingly derived from the said Charter.

Criteria Of Selection Of Non Executive Directors

• The Non Executive Directors shall be of high integrity with relevant expertiseand experience so as to have a diverse Board with Directors having expertise in the fieldsof accounting finance taxation law etc. However Women Director is exempted from saidcriteria.

• In case of appointment of Independent Directors the N&R Committee shallsatisfy itself with regard to the independent nature of the Directors vis--vis theCompany so as to enable the Board to discharge its function and duties effectively.

• The N&R Committee shall ensure that the candidate identified for appointmentas a Director is not disqualified for appointment under Section 164 of the Companies Act2013.

• The N&R Committee shall consider the following attributes / criteria whilstrecommending to the Board the candidature for appointment as Director -a. Qualificationexpertise and experience of the Directors in their respectivefields; b. PersonalProfessional or business standing; c. Diversity of the Board.

• In case of re-appointment of Non Executive Directors the Board shall take intoconsideration the performance evaluation of the Director and his engagement level.

Remuneration

The Non Executive Directors shall be entitled to receive remuneration by way of sittingfees reimbursement of expenses for participation in the Board / Committee meetings. A NonExecutive Director shall be entitled to receive sitting fees for each meeting of the Boardor Committee of the Board attended by him of such sum as may be approved by the Board ofDirectors within the overall limits prescribed under the Companies Act 2013 and TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Ceo & Managing Director - Criteria For Selection / Appointment

For the purpose of selection of the CEO & MD the N&R Committee shall identifypersons of integrity who possess relevant expertise experience and leadership qualitiesrequired for the position and shall take into consideration recommendation if anyreceived from any member of the Board.

The Committee will also ensure that the incumbent fulfillssuch other criteria withregard to age and other qualifications as laid down under the Companies Act 2013 or otherapplicable laws.

Remuneration For The Ceo & Managing Director

• At the time of appointment or re-appointment the CEO & Managing Directorshall be paid such remuneration as may be mutually agreed between the Company (whichincludes the N&R Committee and the Board of Directors) and the CEO & ManagingDirector within the overall limits prescribed under the Companies Act 2013.

• The remuneration shall be subject to the approval of the Members of the Companyin General Meeting.

• The remuneration of the CEO & Managing Director is broadly divided intofixed and variable components. The fixed component comprises salary allowancesperquisites amenities and retirement benefits. The variable component comprisesperformance bonus.

Performance Evaluation

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out the annual performance evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsAudit Nomination and Remuneration and Stakeholders’

Relationship Committees. A structured questionnaire was prepared after taking intoconsideration inputs received from the Directors covering various aspects of theBoard’s functioning such as adequacy of the composition of the Board and itsCommittees Board culture execution and performance of specific duties obligations andgovernance.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Secretarial Department. The Directors expressed theirsatisfaction with the evaluation process.

Meetings Of Nomination & Remuneration Committee

The members of Nomination & Remuneration Committee met eight times on 29thMay 29th August and 13th November in year 2014 and on 13thFebruary 2nd March 5th March 30th March and 31stMarch in year

2015 during the financial year ended on 31st March 2015.

Name Number of meetings held Meetings attended
Mr. Aditya Parakh 8 8
Mr. Shree Niwas Singhee* 8 8
Mr. Dhirendra Kr. Sahani 8 8

*Chairman of Committee

Stakeholders’ Relationship Committee

In compliance with the provisions of Section 178 of the Companies Act 2013 and theListing Agreement the Board has renamed the existing"Shareholders’/Investors’ Grievance Committee" as the"Stakeholders’ Relationship Committee".

The Stakeholders’ Relationship Committee was constituted in the meeting of Boardof Directors of the Company held on 21st April 2014.

The terms of reference of the Committee are:

• transfer/transmission of shares/debentures and such other securities as may beissued by the Company from time to time;

• issue of duplicate share certificates for shares/debentures and other securitiesreported lost defaced or destroyed as per the laid down procedure;

• issue new certificates against subdivision of shares renewal split orconsolidation of share certificates / certificates relating to other securities;

• issue and allot right shares / bonus shares pursuant to a Rights Issue / BonusIssue made by the

Company subject to such approvals as may be required;

• to grant Employee Stock Options pursuant to approved Employees’ StockOption Scheme(s) if any and to allot shares pursuant to options exercised; to issueand allot debentures bonds and other securities subject to such approvals as may berequired;

• to approve and monitor dematerialization of shares / debentures / othersecurities and all matters incidental or related thereto;

• to authorize the Company Secretary and Head Compliance / other Officers of theShare Department to attend to matters relating to non receipt of annual reports noticesnon receipt of declared dividend / interest change of address for correspondence etc. andto monitor action taken;

• monitoring expeditious redressal of investors / stakeholders grievances;

• all other matters incidental or related to shares debentures and othersecurities of the Company. The Share Department of the Company and the Registrar and ShareTransfer Agent ABS Consultants Private Limited attend to all grievances of theshareholders and investors received directly or through SEBI Stock Exchanges andRegistrar of Companies etc.

The Minutes of Stakeholders’ Relationship Committee are noted by the Board ofDirectors at the Board Meetings.

Continuous efforts are made to ensure that grievances are more expeditiously redressedto the complete satisfaction of the investors. Shareholders are requested to furnish theirtelephone numbers and email addresses to facilitate prompt action.

Compliance Officer

The Company has appointed Mr. Rahul Rungta Company Secretary as a Compliance Officerwithin the meaning of Listing Agreement.

Composition Of Committee And Meetings Attended

During the year six meetings of the Stakeholders’ Relationship Committee wereheld on 29th May 29th August 29th September 30thOctober and 1st December in year 2014 and on 13th February in year2015 during the financial year 2014-2015.

Brief Details of Names Position Category and meeting attended by Members of Committeeis as follows:

Name Position Category Meetings attended
Mr. Shree Niwas Singhee* Chairman Independent Non-Executive 6
Mr. Aditya Parakh Member Executive – Wholetime 6
Mr. Dhirendra Kr. Sahani Member Independent Non-Executive 6

*Chairman of Committee

Details Of Shareholders’ Complaints

There was Nil Complaint at the beginning of Financial Year and the Company did notreceive any complaint from any of its Members and thus there were Nil Complaints at theend of Financial Year ending on 31st March 2015.

Further as required under Clause 47C of the Listing Agreement a Certificate onhalf-yearly basis confirming due compliance of share transfer formalities by the Companyfrom Practicing Company

Secretary has been submitted to the Stock Exchanges within stipulated time.

The Company has designated email id under Clause 47(f) of Listing Agreement and thesame is greencrestfin @gmail.com to lodge Investor complaints. Apart from this the SEBIhas also facilitated Investors to lodge complaints directly on SCORES on SEBI website forfaster addressing and resolutions of Investor Complaints.

Independent Directors’ Meeting

During the year under review the Independent Directors met on March 30 2015 interalia to discuss:

• Evaluation of the Performance of Non-Independent Directors and the Board ofDirectors as a whole;

• Evaluation of the Performance of Chairman of the Company; taking into accountthe views of the Executive and Non Executive Directors.

• Evaluation of the quality content and timelines of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties.

All the Independent Directors were present at the Meeting.

General Body Meetings

Location & time for the last three Annual General Meetings :

Annual General meeting Date & time Venue
22nd Annual General Meeting 26th September 2014 2.00 PM 8 Ganesh Chandra Avenue 1st Floor Kolkata-700 013
21st Annual General Meeting 18th July 2013 1.00 PM 8 Ganesh Chandra Avenue 1st Floor Kolkata-700 013
20th Annual General Meeting 28th September 2012 1.00 PM 8 Ganesh Chandra Avenue 1st Floor Kolkata-700 013

LOCATION AND TIME OF LAST TWO EXTRA-ORDINARY GENERAL MEETINGS :

During the Year an Extra-Ordinary General Meeting (EOGM) was held on 26thMay 2014 seeking

Members approval for sub-division in face value of Equity Shares from Rs 10/- to Rs1/-.

An Extra-Ordinary General Meeting (EOGM) was held on 3rd September 2012seeking shareholders approval for increase in Authorized Capital from Rs 5.50 Crore to Rs25.50 Crore to alter its Memorandum & Articles of Association for updating its’Capital Clause and to raise further capital by way of Issue of Shares in Preferentialbasis to Non-Promoters group. This EOGM has also facilitated the Company to issue andallot up to 2.00 Crore Equity Shares on Preferential basis at a price of Rs 12/- perEquity Shares.

Another Extra-Ordinary General Meeting (EOGM) was held on 8th January 2013seeking shareholders approval for increase in Authorized Capital from Rs 25.50 Crore to Rs45.50 Crore to alter its Memorandum & Articles of Association for updating its’Capital Clause and to raise further capital by way of Issue of Shares in Preferentialbasis to Non-Promoters group. This EOGM has also facilitated the Company to issue andallot up to 2.00 Crore Equity Shares on Preferential basis at a price of Rs 12/- perEquity Shares. No Extra-Ordinary General Meetings were held during remaining financialyear.

Postal Ballot

No Resolution has been passed duringlastthreefinancial Postal Ballot Rules.yearsthrough

At the forthcoming Annual General Meeting there is no item on the agenda that needsapproval by Postal Ballot.

Special resolution passed in last three annual general meetings:

The Company has transacted following businesses by way of Passing Special Resolutionsin Annual General Meeting 2012-2013 -

• To Change the name of the Company

• To alter Name Clause of the Memorandum of Association

• To alter Name Clause of the Articles of Association

Board Disclosures Compliance With Governance Framework

The Company is in compliance with all mandatory requirements of Clause 49 of ListingAgreement. In addition the Company has also adopted the non-mandatory requirements ofconstitution of Remuneration and Nomination Committee and tenure of office of Independentfinancial year 2014-2015.

Strictures And Penalties

No strictures or penalties have been imposed on the Company by the Stock Exchanges orby the Securities and Exchange Board of India (SEBI) or by any statutory authority on anymatters related to capital markets activities during the last three years.

Disclosure Of Accounting Treatment

In the preparation of the financial statements the Company has followed the AccountingStandards referred to in Section 133 of the Companies Act 2013. The significantaccounting policies which are consistently applied have been set out in the Notes to theFinancial Statements.

Risk Management

The Company has a Risk Management Policy which has been adopted by the Board ofDirectors currently the Company’s risk management approach comprises of thefollowings

• : Governance of Risk

Identification of Risk

Assessment of Control of Risk

The risks have been prioritized through a company wide exercise. Members of SeniorManagement have undertaken the ownership and are working on mitigating the same throughco-ordination among the various departments insurance coverage security policy andpersonal accident coverage for lives of all employees.

The Company has appointed a Risk Officer and also put in place the risk managementframework which helps to identify various risks cutting across its business lines. Therisks are identified and are discussed by the representatives from various functions.

Risk Officer makes a presentation on risk management to the Board of Directors and tothe Audit Committee on periodic basis or as and when the same is being required. The Boardand the Audit

Committee provide oversight and review the risk management policy periodically.

Sebi / Stock Exchange Compliance

The Company has complied with all requirements of the Listing Agreement entered intowith the Stock Exchange as well as the regulations and guidelines of SEBI. Consequentlythere were no strictures or penalties imposed either by SEBI or Stock Exchange or anyStatutory Authority for non-compliance of any matter related to the Capital Markets duringthe last three years.

Prevention Of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company’s shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Company Secretary& Head Compliance is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed

Disclosures

(a) There were no transactions with related party i.e. with Promoters DirectorsManagement with the Company SubsidiariesorRelatives that may have potential conflict atlarge. The details of the related Party transactions are disclosed under the notes onaccounts as required under the Accounting Standard 18 issued by the Institute ofChartered Accountants of India.

(b) There has been no instance of non-compliance by the Company on any matter relatedto Capital

Markets and hence the question of penalties or strictures being imposed on the Companyby the Stock Exchange or SEBI or any Statutory Authority does not arise.

(c) In Compliance with the Securities & Exchange Board of India (Prohibition ofInsider Trading Regulations 1992) as amended till date on Prohibition of InsiderTrading the Company has a comprehensive Code of Conduct and the same is being strictlyadhered to by its management staff and relevant business associates. The code expresslylays down the guidelines and the procedure to be followed and disclosures to be madewhile dealing with shares of the Company and cautioning them on the consequences ofnon-compliance thereof.

(d) reconciliation of share capital audit:

A qualified Practicing Company Secretary carried out Reconciliation of Share Capital onquarterly basis to reconcile the total admitted capital with

National Securities Depository Ltd. (NSDL) and Central Depositary Services (India) Ltd.(CDSL) and the total issued and listed capital. The "Reconciliation of Share CapitalAudit Report" confirms that the total issued / paid-up capital is in agreement withthe total number of shares in physical form and the total number of dematerialized sharesheld with NSDL and CDSL.

Code Of Business Conduct & Ethics

The Company has adopted Code of Business Conduct and Ethics ("the Code")which is applicable to the Board of Directors and Senior Management Team (one level belowthe Board of Directors) of the Company. The Board of Directors and the members of SeniorManagement Team are required to affirm semi-annual compliance of this Code. The Coderequires Directors and Employees to act honestly fairly ethically and with integrityconduct themselves in professional courteous and respectful manner. The Code is displayedon the Company website.

Conflict Of Interest

Each Director informs the Company on an annual basis about the Board and the Committeepositions he occupies in other companies including Chairmanships and notifies changesduring the year. Members of Board while discharging their duties avoid conflict ofinterest in the decision making process. The members of Board restrict themselves from anydiscussions and voting in transactions that they have concern or interest.

Vigil Mechanism / Whistle Blower Policy

In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the good governance companies in India the Company is committed tothe high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk Management Policy (FRM) to deal with instances of fraudand mismanagement if any. The FRM Policy ensures that strict confidentiality ismaintained whilst dealing with concerns and also that no discrimination will be meted outto any person for a genuinely raised concern. A high level Committee has been constitutedwhich looks into the complaints raised. The Committee reports to the Audit Committee andthe Board.

Communication With The Members/Shareholders

The unaudited quarterly / half yearly resultsareannouncedwithinforty-five days ofthe close of the quarter. The audited annual results are announced within sixty days fromthe close of the financial year as per the requirements of the Listing Agreement with theStock Exchanges. The aforesaid financial results are sent to BSE Limited (BSE) andCalcutta Stock Exchange Association

Ltd. (CSE) where the Company’s securities are listed immediately after these areapproved by the Board. The results are thereafter published in leading English and Bengalidaily newspapers. The audited financial statements form a part of the Annual Report whichis sent to the Members well in advance of the Annual General Meeting.

• The Company also informs by way of intimation to BSE and CSE all pricesensitive matters or such other matters which in its opinion are material and ofrelevance to the members.

• The Annual Report of the Company the quarterly / half yearly and the annualresults and the press releases of the Company are also placed on the Company’swebsite: www.greencrestfin com . and can be downloaded.

• In compliance with Clause 49 of the Listing Agreement the quarterly resultsshareholding pattern quarterly compliances and all other corporate communication to theStock Exchanges viz. BSE are filed electronically on BSE’s on-line portal followed byphysical submission to BSE. In regard to CSE documents are filed with Exchange inphysical. The Company has complied with filing submissions through BSE’s BSE OnlinePortal.

• A separate dedicated section under ‘Corporate Governance’ on theCompany’s website gives information on unclaimed dividends quarterly compliancereports / communications with the

Stock Exchanges and other relevant information of interest to the investors / public.

Disclosures On Non-Mandatory Requirements

The Company has adopted/complied with the following non-mandatory requirements asprescribed in

Clause 49 of Listing Agreement with the Stock Exchanges :a) The Company has ensuredthat the person who is being appointed as an Independent Director has the requisitequalifications and experience which would be of use to the Company and which in theopinion of the Company would enable him to contribute effectively to the Company in hiscapacity as an Independent Director.

b) There was no case of Non-Compliance during financial year 2014-2015 in term

Listing Agreement entered into with BSE/CSE by the Company. c) The Company has compliedwith mandatory provisions of listing agreement. d) The financial statements of the Companyare unqualified.

General Shareholder Information

Detailed information in this regard is provided in section "ShareholdersInformation" which forms part of this Annual Report.

Shareholders’ information a. Next annual general meeting

The information regarding 23rd Annual General Meeting for the financial yearended on 31st March 2015 is as follows :-

Day & Date : Wednesday September 30 2015
Time : 3.00 P.M.
Venue : 8 Ganesh Chandra Avenue Saha Court 1st Floor Kolkata-700 013
b. Financial Year : 1st April to 31st March

C. Future calendar for financial year ending 31st march 2016:

Subject matter Tentative dates
Financial Reporting of 1st Quarter ended on 30th June 2015 Mid of August 2015
Financial Reporting of 2nd Quarter ended on 30th September 2015 Mid of November 2015
Financial Reporting of 3rd Quarter ended on 31st December 2015 Mid of February 2016
Financial Reporting of 4th Quarter ended on 31st March 2016 During May 2016
Date of Annual General Meeting During September 2016

 

d. date of Book closure : September 24 to September 30 2015. (Both days inclusive)
e. dividend Payment date : No Dividend has been recommended for the year under review.
f. dividend History : The Company has not paid any Dividend during last 10 years.

As required to be disclosed under Clause 5A of Listing Agreement Nil Shares are lyingat the beginning or at the Close of Financial Year in the Suspense Account. Further theCompany did not moved in/out any Equity Share in said Suspense Account during the currentfinancial year.

h. listing of shares : BSE & CSE
i. listing Fees : Company has paid Annual listing Fees to BSE & CSE for financial year 2015-2016.
j. stock code & isin : Scrip Code 531737 on BSE 10023195 on CSE ISIN – INE414C01029 on both NSDL & CDSL.

K. Market price data :

Month Price on bse (rs) & volume S&p bse sensex
High low volume High low
April 2014 192.90 146.55 67 22939.31 22197.51
May 2014 249.15 196.75 93 25375.63 22277.04
June 2014* 264.30 26.90 158297 25725.12 24270.20
July 2014 57.85 33.80 2344949 26300.17 24892.00
August 2014 65.50 56.50 9424029 26674.38 25232.82
September 2014 65.90 60.00 11194343 27354.99 26220.49
October 2014 63.50 61.45 2924559 27894.32 25910.77
November 2014 67.75 63.00 5980196 28822.37 27739.56
December 2014 69.85 59.50 6623650 28809.64 26469.42
January 2015 61.30 58.00 2686759 29844.16 26776.12
February 2015 61.40 60.10 1824810 29560.32 28044.49
March 2015 64.70 59.40 3019550 30024.74 27248.45

*In June 2014 Equity Shares of the Company have been divided from Rs 10/- to Rs 1/-

L. Registrar & share transfer agent.

M/s. ABS Consultants Pvt. Ltd. has been appointed as Registrar & Share TransferAgent for all work relating to share registry in terms of physical. All transfertransmission request related to correspondence/queries intimation of change of addressetc. should be addressed to our RTA directly at the following Address:

M/s. Abs consultants pvt. Ltd.

99 Stephen House 6th Floor 4 B.B.D. Bag (East) Kolkata-700 001

Phone - 033-22430153 / 033-22201043 Fax 033-22430153 E-Mail: absconsultant@vsnl.net

M. Share transfer systems

The Share transfer is processed by the Registrar & Share Transfer Agent ABSConsultants Pvt. Ltd. and approved by Stakeholders’ Relationship Committee if thedocuments are complete in all respects within 15 days from the date of lodgment.

N. Distribution of shareholding as on 31st march 2015

No. Of equity shares No. Of share holders % of share holders Total no. Of shares held % of share holding
1-500 157 34.13 2708 0.00
501-1000 4 0.87 4000 0.00
1001-2000 5 1.09 8276 0.00
2001-3000 1 0.22 2350 0.00
3001-4000 5 1.09 20000 0.01
4001-5000 3 0.65 15000 0.00
5001-10000 18 3.91 136380 0.04
10001 and Above 267 58.04 365319286 99.95
total…. 460 100.00 365508000 100.00

O. Shareholding pattern as on 31st march 2015

Categories No. Of shares % of shareholding
Promoters Directors Relatives & 4562000 1.25
Person acting in concert
Indian Bank 0 0.00
Mutual Funds / UTI 0 0.00
Non Resident Indians 60 0.00
Private Corporate Bodies 48014977 13.14
Indian Public 312930963 85.61
total ….. 365508000 100.00

P. Details of shareholders holding more than 5% holding under public category

No Investor is holding more than 5% of Issued Subscribed and Paid-up Capital of theCompany at the end of Financial Year ended on 31st March 2015.

Q. Dematerialization of equity shares & liquidity

The Company’s Equity Shares are in Demat trading segment and the Company hadestablished connectivity with both NSDL & CDSL by signing the necessary agreements.

Procedures For Dematerialization / Rematerialization Of Equity Shares:-

Shareholders seeking demat / remat of their shares need to approach their DepositoryParticipants

(DP) with whom they maintain a demat account. The DP will generate an electronicrequest and will send the physical share certificates to Registrar and Share TransferAgents of the Company. Upon receipt of the request and share certificates the Registrarwill verify the same. Upon verification the Registrar will request NSDL/CDSL to confirmthe demat request. The demat account of the respective share holder will be credited withequivalent number of shares. In case of rejection of the request the same shall becommunicated to the shareholder.

In case of remat upon receipt of the request from the shareholder the DP generates arequest and verification of the same is done by the Registrar. The Registrar then requestsNSDL or CDSL to confirm the same. Approval of the Company is being sought and equivalentnumbers of shares certificate within 15 daysareissuedinphysicalformtotheshareholder.Theshare from the date of issue of Shares. As on31st March 2015 94.12% public shareholdings of the Company are in dematerialized form.

R. Nomination

Individual Shareholders holding shares singly or jointly in physical form can nominatea person in whose name the shares shall be transferable in case of death of the registeredshareholder(s). Nomination facility in respect of shares held in electronic form is alsoavailable with the depository participants as per the bye-laws and business rulesapplicable to NSDL and CDSL. Nomination form SH-13 ([Pursuant to section 72 of theCompanies Act 2013 and rule 19(1) of the Companies (Share Capital and Debentures) Rules2014] can be obtained from the Company’s Registrar and Share Transfer Agent. It isalso available on Public domain.

S. Electronic clearing service

The Securities and Exchange Board of India (SEBI) has made it mandatory for allcompanies to use the bank account details furnished by the Depositories for depositingdividends. Dividend will be credited to the Members’ bank account through NECSwherever complete core banking details are available with the Company. In case where thecore banking details are not available dividend warrants will be issued to the Memberswith bank details printed thereon as available in the Company’s records. This ensuresthat the dividend warrants even if lost or stolen cannot be used for any purpose otherthan for depositing the money in the accounts specified on the dividend warrants andensures safety for the investors. The Company complies with the SEBI requirement.

T. Service of documents through electronic mode

As a part of Green Initiatives the members who wish to receive the notice/documentsthrough e-mail may kindly intimate their e-mail address to the Company’s Registrarand Share Transfer Agent ABS Consultants Pvt. Ltd. to their dedicated e-mail id i.e."absconsultant@vsnl.net."

U. Requirement of pan card in case of transfer of shares in physical form

Pursuant to SEBI Circular the shareholders holding shares in physical form arerequested to submit self certified copy of PAN at the time of sending their request forshare transfer/transmission of name/transposition of name.

V For the attention of shareholders holding shares in electronic form

Shareholders holding shares in electronic mode should address all their correspondenceto their respective Depository Participants (DPs).

W. details on use of Public Funds Obtained in the last three years :

During Financial Year 2012-2013 the Company has raised Funds amounting to Rs 37.86Crore by way of allotment of 31.55 Lac Shares on Preferential basis to Non-Promotersgroup. Out of Fund so raised sum of Rs 9.35 Crore have been invested in Shares &Securities and balance has been utilized for Inter Corporate Deposit (ICD) on whichinterest is payable by borrowers.

X. Outstanding gdrs./adrs/warrants or any convertible instruments conversion datalikely impact on equity :

Not any.

Y. Investors’ correspondence

Shareholders can contact the following Officials for secretarial matters of theCompany :- Mr. Rahul Rungta - greencrestfin@gmail.com

Z. Code of conduct

The Board of Directors of the Company has laid down Code of Conduct for Directors andfor

Senior Management & Employees. All Board Members and Senior Management haveaffirmed compliance with the Code of Conduct for the year under review. Declaration tothis effect signed by the Managing Director & Chief Executive Officer is annexed tothis report.

aa. Green initiatives in corporate governance to receive documents through email byregistering your email address :

The Ministry of Corporate Affairs (MCA) has taken a "Green initiative in theCorporate Governance" by providing an opportunity to the shareholders to registertheir email address with Company and changes therein from time to time.

The Company is sending notices/documents such as Annual Reports and notices by email tothe shareholders who have registered their email address with DP/RTA. To support thislaudable move of the Government the members who have not registered their email addressso far are requested to do so at the earliest in respect of demat holding through therespective Depository Participant (DP) and in respect of physical holding through theRegistrar and Share Transfer Agent (RTA) M/s. ABS Consultants Private Ltd.

While every notice/document will be sent through email address registered with theCompany/ RTA/DP in case you desire to receive any notice/document in physical formplease intimate by email and the same shall be sent to your address registered with theCompany/DP.

We solicit your patronage and support in joining hands with the Company to implementthe e-governance initiative.

bb. Plant location

Not Any

GREENCREST FINANCIAL SERVICES LIMITED
8 Ganesh Chandra Avenue
Saha Court 1st Floor Kolkata-700 013
Tel : +91 33 2236 5426 / 1366 Fax : +91 33 2236 5520
Email : greencrestfin @gmail.com URL – www. greencrestfin com .