To The Members
Your Directors have pleasure in presenting the 25th Annual Report of yourCompany together with the Audited Statements of Accounts for the year ended March 312017.
| || ||(Rs. in Lakh) |
|Financial Results ||Year Ended 31.03.2017 ||Year Ended 31.03.2016 |
|Revenue for the year ||1019.68 ||1573.23 |
|Profit before Tax & Extra-ordinary Items ||89.55 ||102.87 |
|Less : Provision for Taxation ||28.41 ||34.97 |
|Less : Extra-ordinary Items ||1.69 ||2.67 |
|Profit after Tax & Extra-ordinary Items ||60.18 ||70.58 |
|Less : Transfer to General / Statutory Reserves ||12.04 ||14.11 |
|Less : Adjustments for earlier years ||(6.84) ||0.00 |
|Profit available for Appropriation ||54.98 ||56.47 |
|Add: Profit brought forward from Previous Year ||185.22 ||128.76 |
|Balance of Profit carried forward ||240.20 ||185.22 |
OVERVIEW OF ECONOMY
The long-term growth prospective of the Indian economy is positive due to its youngpopulation corresponding low dependency ratio healthy savings and investment rates andincreasing integration into the global economy. The Indian economy has the potential tobecome the world's 3rd-largest economy by the next decade and one of the two largesteconomies by mid-century. The International Monetary Fund (IMF) described the Indianeconomy as the "bright spot" in the global landscape. India topped the WorldBank's growth outlook for the first time in fiscal year 2015 16 during which the economygrew 7.6%. Growth is expected to have declined slightly to 7.1% for the 2016 17 fiscalyear. According to the IMF India's growth is expected to rebound to 7.2% in the 2017 18fiscal and 7.7% in 2018 19. India's two largest stock exchanges Bombay Stock Exchange andNational Stock Exchange of India had a market capitalisation of US$1.71 trillion andUS$1.68 trillion as of February 2015 which rank 11th and 12th in the world according tothe World Federation of Exchanges. India is also home to the world's third-largestbillionaires pool with 111 billionaires in 2016 and the fourth-largest number ofultra-high-net-worth households that have more than US$100 million.
OVERALL PERFORMANCE & OUTLOOK
Total revenue for the year stood at Rs. 1019.68 lakh in comparison to last years'revenue of Rs. 1573.23 lakh. In term of Profit before taxation the Company has earned aprofit of Rs. 89.55 lakh in comparison to last years' profit of Rs. 102.87 lakh. Profitafter Tax and Extra-Ordinary Items stood at Rs. 67.58 lakh in comparison to last financialyear in which the Company has earned a Net Profit of Rs. 70.58 lakh. Your Company is oneof the RBI registered NBFC and is engaged in the business of finance and investments. TheCompany is carrying trading/investment activities in both Equity and FNO Segment and alsotrading in Commodities market apart from its financing activities.
Management of company is having positive outlook for current financial year howeveroutcome depends entirely on the capital market environment as well as RBI/Govt. policieson NBFC activities.
DIVIDEND AND RESERVES
In order to conserve resources and to meet financial requirements to implement itsfuture plans your Directors do not propose any dividend for the year under review.
During the year under review Rs. 12.04 lakh was transferred to General Reserve as perRBI guidelines.
The paid up Equity Share Capital as on March 31 2017 was Rs. 36.5508 Crore. During theyear under review the Company has not issued any share with differential voting rights;nor granted stock options nor sweat equity. As on March 31 2017 none of the Directorsand/or Key Managerial Person of the Company hold instruments convertible in to EquityShares of the Company.
FINANCE AND ACCOUNTS
Your Company prepares its financial statements in compliance with the requirements theCompanies Act 2013 and the Generally Accepted Accounting Principles (GAAP) in India. Thefinancial statements have been prepared on historical cost basis. The estimates andjudgments relating to the financial statements are made on a prudent basis so as toreflect in a true and fair manner the form and substance of transactions and reasonablypresent the Company's state of affairs profits/(loss) and cash flows for the year ended31st March 2017.
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 financialstatements by the statutory auditors for the year 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.
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 Regulation 23 of Listing Regulations; during the financial year were in theordinary course of business and on an arm's length pricing basis and do not attract theprovisions of Section 188 of the Companies Act 2013 and the Rules made thereunder are notattracted and thus disclosure in term of Section 134(3)(h) r/w Rule 8(2) of the Companies(Accounts) Rules 2014 and under Regulation 34(3) & 53(f) Para A of Schedule V ofSEBI(LODR) Regulations 2015 is attached as Annexure I. Further there are no materiallysignificant transactions with related parties during the financial year which were inconflict with the interest of the Company. Suitable disclosure as required by theAccounting Standards (AS18) has been made in the notes to the Financial Statements. Thepolicy on Related Party Transactions as approved by the Board is uploaded on the Company'swebsite.
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis on the operations of the Company as prescribedunder Part B of Schedule V read with regulation 34(3) of the Listing Regulations 2015 isprovided in a separate section and forms part of the Directors' Report.
CHANGE IN NATURE OF BUSINESS IF ANY.
There are no changes in the nature of business in the financial year 2016-17.
The Board of Directors have laid down the manner for carrying out an annual evaluationof its own performance its various Committees and individual directors pursuant to theprovisions of the Act and relevant Rules and the Corporate Governance requirements are incompliance with Regulation 17 of Listing Regulations 2015. The performance of the Boardwas evaluated by the Board after seeking inputs from all the Directors on the basis ofvarious criteria such as Board Composition process dynamics quality of deliberationsstrategic discussions effective reviews committee participation governance reviews etc.The performance of the Committees was evaluated by the Board after seeking inputs from theCommittee members on the basis of criteria such as Committee composition processdynamics deliberation strategic discussions effective reviews etc. The Nomination andRemuneration Committee reviewed the performance of the individual Directors on the basisof the criteria such as transparency analytical capabilities performance leadershipethics and ability to take balanced decisions regarding stakeholders etc.
NUMBER OF MEETINGS OF THE BOARD
The details of the Board Meetings and other Committee Meetings held during thefinancial year 2016-17 are given in the separate section of Corporate Governance Report.
All Committees of the Board of Directors are constituted in line with the provisions ofthe Companies Act 2013 and applicable regulations of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
There is no change in Management of the Company during the year under review.
There is no change in the composition of Board of Directors of the Company during thecurrent financial year.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 (b) of Listing Regulations 2015. Further none of the Directors of the Company aredisqualified under sub-section (2) of Section 164 of the Companies Act 2013.
As per provisions of Section 149 of the 2013 Act independent directors shall holdoffice for a term up to five consecutive years on the board of a company but shall beeligible for re-appointment for another term up to five years on passing of a specialresolution by the company and disclosure of such appointment in Board's Report. FurtherSection 152 of the Act provides that the independent directors shall not be liable toretire by rotation in the Annual General Meeting (AGM') of the Company.
As per requirements of Regulation 25 of Listing Regulations a person shall not serveas an independent director in more than seven listed entities: provided that any personwho is serving as a whole time director in any listed entity shall serve as an independentdirector in not more than three listed entities. Further independent directors of thelisted entity shall hold at least one meeting in a year without the presence ofnon-independent directors and members of the management and all the independent directorsshall strive to be present at such meeting.
DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR
|Sl. No. ||Name ||Designation ||Date of Appointment ||Date of Resignation |
|1. ||- ||- ||- ||- |
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS TRIBUNALS OR COURTS
There are no significant and material orders passed by the Regulators/Courts that wouldimpact 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(3)(c) of the Companies Act 2013 the Board ofDirectors confirms that:
1. In the preparation of the annual accounts for the year ended 31st March2017 all the applicable accounting standards prescribed by the Institute of CharteredAccountants of India have been followed along with proper explanation relating to materialdepartures if any;
2. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2017 and of the profit ofthe Company for the year ended on that date;
3. that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
4. that the Directors had prepared the annual accounts on a going concern basis;
5. that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
6. that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
BUSINESS RISK MANAGEMENT
Risk management is embedded in your Company's operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Company's approach toaddressing business risks is comprehensive and includes periodic review of such risks anda framework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee.
However the Company is not required to constitute Risk Management Committee underListing Regulations 2015.
INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
Your Company has an Internal Control System which is commensurate with the sizescale scope and complexity of its operations. To maintain its objectivity andindependence an independent firm of Chartered accountants has been appointed as theInternal Auditors who report to the Chairman of the Audit Committee of the Board.
The Internal Auditors monitor and evaluate the efficacy and adequacy of internalcontrol system in your Company its compliance with operating systems accountingprocedures and policies of your Company. Based on the report of the Internal Auditorsplaced before the Audit Committee process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. The internal controls have beenreported by the Auditors to be adequate and effective during the year.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy to report genuine concerns or grievances. TheWhistle Blower Policy has been posted on the website of the Companyi.e.www.greencrestfin.com
Innovation and Technology are synonymous with the Company. The investment in technologyacts as a catalyst and enables the Company to be innovative.
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
Existing Auditors M/s B. S. Kedia & Co. Chartered Accountants Kolkata who areretiring in ensuring Annual General Meeting have expressed their un-willingness tore-appoint themselves as Auditors of the Company.
In place of existing Auditors the Audit Committee recommended M/s Deepak Acharya &Associates (FRN 329654E) Chartered Accountants Kolkata for appointment to audit theaccounts of the Company from the conclusion of the 25th Annual General Meetingup to the conclusion of the 30th 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 under Rule 4 of the Companies (Audit and Auditors) Rules 2014 from M/s.Deepak Acharya & Associates; that they are eligible for appointment as auditors andare not disqualified for appointment under the Companies Act 2013 the CharteredAccountants Act 1949 or the rules and regulations made there-under.
The proposed appointment is as per the term and within the limits laid down by or underthe authority of the Companies Act 2013 and that there are no proceedings pending againstthem or any of their partners with respect to professional conduct.
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 Sinu Surolia Company Secretaries in Practice (C. P. No. 17293) to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed inthis Annual Report as Annexure II.
The Company has appointed M/s Mahato Prabir & Associates Chartered AccountantFirm Kolkata (FRN - 325966E) to undertake the Internal Audit of the Company.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 extract ofthe Annual Return for the financial year ended 31st March 2017 made under the provisionsof Section 92(3) of the Act is attached as Annexure III to this report.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thesame is not applicable to the Company as none of employee is drawing remuneration inexcess of the limits set out in the said rules and thus no disclosure has been provided inthis Annual Report.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 by way of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2016 dated June 30 2016 ("Amended ManagerialRemuneration Rules 2016") the report is not applicable to the Company.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013 READ WITH RULES
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules thereunder the Companyhas not received any complaint of sexual harassment during the year under review.
PARTICULARS UNDER SECTION 134(3)(m) OF THE COMPANIES ACT 2013
Since the Company is into the business of financing (NBFC activities) and investmentactivities in Shares and Securities; the information regarding Conservation of EnergyTechnology Absorption Adoption and Innovation as defined under section 134(3)(m) of theCompanies Act 2013 read with Rule 8(3) 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.
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
As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancepractices followed by the Company together with a certificate from the Company's Auditorsconfirming compliance forms an integral part of this Report.
Statements in this Directors' Report and Management Discussion and Analysis describingthe Company's objectives projections estimates expectations or predictions may be"forward-looking statements" within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied.
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 valued customersbankers vendors and members for their continued support and confidence in the Company.
|Kolkata May 29 2017 ||By order of the Board |
|Registered Office : ||For Greencrest Financial Services Limited |
|8 Ganesh Chandra Avenue ||Sushil Parakh |
|Saha Court 1st Floor ||DIN : 02596801 |
|Kolkata-700 013 ||Managing Director |