Your Directors have pleasure in presenting their 22nd ANNUAL REPORT alongwith the audited annual accounts for the year ended on 31 ST MARCH 2016 ANDREPORT THAT: -
1. FINANCIAL RESULTS
A summary of your Companys Financial Performance for the Financial Year ended 31stMarch 2016 is given below: -
| || ||(Amount in Rs.) |
|PARTICULARS ||2015-- -2016 ||20144 4-2015 -- |
|Revenue from operation ||(842109) ||2708372 |
|Profit Before Tax (PBT) ||(1351212) ||1959797 |
|Profit After Tax (PAT) ||(1351212) ||1619797 |
|Less :- Prior year tax adjustments ||NIL ||NIL |
|Add :- Balance b/f from the previous year ||(16430671) ||(18050468) |
|Balance available for Appropriation ||(17781882) ||(16430671) |
|Less :- Transferred to General Reserve ||NIL ||NIL |
|Proposed Dividend ||NIL ||NIL |
|Balance Carried to Balance Sheet ||(17781882) ||(16430671) |
3. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 (herein after referred to as "theAct") form an integral part of this Report ANNEXURE - A.
4. NUMBER OF MEEINGS OF THE BOARD
During Financial Year 2015-16 Six Board Meetings were held by the Company on 24thApril.2015 21st July.2015 25th Aug.2015 30thOct.2015 28th Dec.2015 and 29th Jan.2016. The intervening gapbetween the meetings was prescribed under the Companies Act.2013 and clause 49 of theListing Agreement entered with the BSE. The number of Committee Meeting held during theFinancial Year 2015-16 forms part of the Corporate Governance Report.
5. . DIRECTORS RR RESPONSIBILITYESPONSIBILITY STATEMENT
Pursuant to the requirement of Sub-Sections (3)(C ) and (5) of Section 134 of theCompanies Act it is hereby confirmed:
(a) That in the preparation of the annual financial statements the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any;
(b) That such accounting policies as mentioned in Notes to the Financial Statementshave been selected and applied consistently and judgments have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany as at 31st March 2016 and of the profit or loss of the Company for the FinancialYear ended on that date;
(c) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and theirregularities;
(d) That the annual Financial Statements have been prepared on a going concern basis;
(e) That proper internal financial controls were in place and that the financialcontrols Were adequate and were operating effectively;
(f) That systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.
6. DIRECTORS AND KEY MANAGERIAL PERSONELS:
In accordance with the provisions of Section 152 of the Act and that of Articles ofAssociation of the Company Mrs Pooja Lalchand Kumawat (DIN: 07158872) Director of theCompany retires by rotation at this AGM of the Company and being eligible offers herselffor reappointment. In accordance with the provision of the Act the Articles ofAssociation of the Company and as per the Clause 49 of the listing agreement entered withStock Exchange. The Company has received declarations from all the Independent Directorsconfirming that they meet with the criteria of independence as prescribed both underSection 149 (6) of the Companies Act 2013 and under Clause 49 of the Listing Agreementwith the BSE.
Mr.Sushil Kumar Sharma independent director resigned from the Board of Directors ofthe Company with effect from Jan 28 2016
Mr. Asutosh Raulo Chairman & Managing Director Mr. Krishna Kumar JhunjhunwalaExecutive Director and Mr. Narendra Kumar Compliance Officer of the Company have beendesignated as the Key Managerial Personnel of the Company (KMP) pursuant to the provisionsof sections 2(51) and 203 of the Companies Act 2013 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014. None of the KMP has resigned duringthe year under review.
7.Declaration by independent directors
The Company has received declarations from all the Independent Directors of the Companyconfirming that they fulfill the criteria of independence as prescribed under subsection(6) of section 149 of the Companies Act 2013 and the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015.
8. Independent directors meeting
The Independent Directors of the Company met on 28th March 2016 during theyear inter-alia to discuss:
a. Evaluation of performance of Non-Independent Directors and the Board of the Companyas a whole.
b. Evaluation of performance of the Chairman of the Company taking in to account theviews of Executive and No-Executive Directors.
c. Evaluation of Quality content and timelines of flow of information between theManagement and the Board that is necessary for the Board to effectively and reasonablyperform its duty.
9. . PERFORMANCE EVALUATION OF THE BOARD
The Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("the Listing Regulations") stipulate the evaluation of theperformance of the Board its Committees Individual Directors and the Chairperson. TheCompany has formulated a Policy for performance evaluation of the Independent Directorsthe Board its Committees and other individual Directors which includes criteria forperformance evaluation of the Non-Executive Directors and Executive Directors.
10..AUDITORS AND AUDITORS REPORT.
The Shareholder of the Company in the 21st Annual General Meeting held on 30thSept.2015 had approved Appointment of M/s. B. M. Gattani & Co. Chartered Accountants(Reg. No. 113536W) Auditors of the Company until the conclusion of 25th Annual GeneralMeeting of the Company and authorized the Board to fix their remuneration. In terms of therequirements of the Act their appointment is require to be ratified by the Members As perthe provisions of Section 139 their appointment is required to be ratified in every AnnualGeneral Meeting and being eligible for appointment the Directors recommended for theirreappointment for ratification. The Company has received their consent and a certificateas required under Section 139 (1) of the Companies Act 2013 from them to the effect thatthey qualify for their re-appointment if made and it would be within the prescribedlimits under Section 141 of the Companies Act 2013.
11.. SECRETARIAL AUDITOR
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2015 the company hasappointed Mrs. Manisha Agarwal Company Secretary to undertake the Secretarial Audit ofthe Company for F.Y 2015-16. The Secretarial Audit report is annexed herewith as"Annexure B". The Board of Directors has appointed Mrs. Manisha Agarwal CompanySecretary to conduct Secretarial Audit for FY 2015-16 on 28th July.2016. The SecretarialAuditor observed as under: During the period under review the Company has complied withthe provisions of the Act Rules Regulations Guidelines Standards etc. mentioned aboveexcept as below:
1. The company has not filed certain forms with the Registrar of Companies.
2. The Company has not complied with the section 203 and Clause 47 of the listingagreement by not appointing Company Secretary and Chief Financial Officer.
3. In Directors Report for the year ended 31st March 2015 Directors have not repliedon the observations of the Secretarial audit report.
4. The Ahmedabad Stock Exchange has suspended the company to trade the equity shares onthe exchange due to non-compliances with certain formalities and also the company has notpaid listing fees to Ahmedabad and Jaipur Stock Exchange..
5. The company has its website but the disclosures are not as per the Companies Act2013 and listing agreement
6. The Company has not provided for e-voting facility and related compliances
7. The company has not complied with certain provisions of the listing agreement andSEBI Rules and regulations Further the explanation given by the Board on the observationgiven by the Secretarial Auditor is Under: The observations of the Secretarial Auditors intheir report are self-explanatory and therefore the directors do not have any furthercomments to offer on the same.
12.Particulars of Loans Guarantees Or Investments By The Company Section 186
There are no loans Guarantees made under the provisions of Section 186 of theCompanies Act 2013 during the year. Further pursuant to the provisions of section 186(4) of the Act the details of investments made by the Company are given in the Notes tothe Financial Statements.
13.RELATED PARTY TRANSACTIONS:
There are no contracts or arrangements with related parties referred to section 188(1)of the companies Act 2013. The Company has been uploaded on the website of the Company athttp://hcsl.co.in/corporategoveranance.aspx/determination%20of%20material%20events
14. Subsidairy company joint ventures NAD Associates companies
The Company does not have any Subsidiary and Associate Company or Joint venture
Your Company has not accepted any deposits within the meaning of section 73 of theCompanies Act 2013 and the Rule made thereunder and therefore no amount of principal orinterest was outstanding as on the date of Balance Sheet.
16.Financial highlights and company affairs:
Your Company has earned total revenue of Rs(08.42) lakhs in Financial Year 2015-16 ascompared to Rs 27.08 lakhs in Financial Year 2014-15. The profit after tax in FinancialYear 2015-16 is RS (13.51) lacs as compared to Profit Rs16.20 lakhs in Financial Year2014-15.
Due to non-availability of sufficient funds your directors express their inability torecommend any dividend for the year under review.
18.VIGIL MECCHANISM / WHISTLE BLOWER POLICY
The Vigil Mechanism of the Company which also incorporates a Whistle Blower policy interms of the Listing Regulations includes an Ethics & Compliance Task ForceComprising senior executives of the Company. Protected disclosures can be made by awhistle blower through an e-mail or dedicated telephone line or a letter to the taskForce to the Chairman of the Audit Committee. The Vigil Mechanism and Whistle Blowerpolicy may be accessed on the website of the Company "www.hcsl.co.in"
As per the Act and as part of good corporate governance the Company has constitutedthe Risk Management Committee. The Committee is required to lay down the procedures toinform to the Board about the risk assessment and minimization procedures and the Boardshall be responsible for framing implementing and monitoring the risk management plan andpolicy for the Company. The main objective of this policy is to ensure sustainablebusiness growth with stability and to promote a pro-active approach in reportingevaluating and resolving risks associated with the business. In order to achieve the keyobjective the policy establishes a structured and disciplined approach to RiskManagement in order to guide decisions on risk related issues. The Committee reviewed therisk trend exposure and potential impact analysis carried out by the management. It wasspecifically confirmed to the Committee by the MD & CEO and the CFO that themitigation plans are finalized and up to date owners are identified and the progress ofmitigation actions are monitored.
The Issued Subscribed and Paid-Up Equity Share Capital as on 31st March 2016 was Rs30009000/-. During the year under review the Company has not issued shares withdifferential voting rights nor granted any stocks options or sweat equity. As on 31stMarch 2016 none of the Directors of the Company holds instrument convertible into equityshares of the Company.
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India (SEBI). The Company has also implemented several best Corporate Governancepractices as prevalent globally. The Report on Corporate Governance as stipulated underthe Listing Regulations Forms an integral part of this Report. A Report on CorporateGovernance along with a Certificate from the Statutory Auditors of the Company regardingthe compliance of conditions of Corporate Governance as stipulated in regulations 17 to27 clauses (b) to (i) of sub-regulation (2) of regulation 46 and paragraph C D and E ofSchedule V of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 are annexed to this Report. The requisiteCertificate from the Auditors of the Company confirming compliance with the conditions ofCorporate Governance is attached to the report on Corporate Governance.
22.INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of Internal Financial Control and their adequacy are included inthe Management discussion & Analyses which forms part of this Report.
23.MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
Managements Discussion and Analysis Report for the year under review asstipulated under Regulation 34 read with Schedule V to the Securities and Exchange Boardof India ( Listing Obligations and Disclosure Requirements) Regulations 2015 ( ListingRegulations) is presented in separate section forming part of the Annual Report.
24.PARTICULARS OF EMPLOYEES
The information required pursuant to section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2015 in respect of employeesof the Company are not applicable to the Company as the Company has not employed anyemployees whose salary exceeds the prescribed limits.
25.DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTATIONPROHIBITOON AND REDRESSAL ) ACT 2013
The Company has in place a policy for Prevention of Sexual Harassment in line with therequirements of The Sexual Harassment of Women at the Workplace (Preservation Prohibition& Redressal) Act 2013. Complaints Committee has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under this policy. ThisPolicy has been uploaded on the website of the Company. The Company has not received anycomplaint of sexual harassment during the Financial Year 2015-2016
26.PARTICULARS REQUIRED UNDER THE LISTING AGREEMENT LISTING
The Equity Shares of the Company are at present listed with the following StockExchanges:-
Jaipur Stock Exchange Ltd : Malviya Nagar Jaipur 302 017
The Bombay Stock Exchange Limited: Phiroze Jeejeebhoy Towers Dalal St. Mumbai
Ahmedabad Stock Exchange Limited: Kamdhenu Complex Panjara PoleAhmedabad
27.PAYMENT OF LISTING FEES
The Company has paid listing fee to the Mumbai Stock Exchange and has not paid listingfee to the Jaipur and Ahmedabad Stock Exchanges.
28. CONSERVATION OF ENERGY TECHNOLOGY ABSORBTION AND FORIEGN EXCHANGE EARNINGAND OUTGO
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2015 is furnished in as
|Conservation of Energy ||Technology ||Absorption ||Foreign exchange earning and outgo ||Remark |
|NIL ||NIL ||NIL ||NIL ||N.A |
Your Directors wish to place on record their appreciation and acknowledgement withgratitudes for the support and assistance to the Companys BankersShareholders and Customers Your Directors place on record their deep sense of appreciationfor the devoted services of the executives and staff at all levels of the Company to thegrowth & success of the Company.
|BY ORDER OF THE BOARD || |
|For HARMONY CAPITAL SERVICES LTD ||PLACE: - MUMBAI. |
| ||DATE : - 02.09.2016 |
|Sd/- || |
|ASUTOSH B. RAULO || |
|MANAGING DIRECTOR || |
|DIN: 1589574 || |