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Hind Securities & Credit Ltd.

BSE: 539114 Sector: Financials
NSE: N.A. ISIN Code: INE727Q01016
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OPEN 4.36
PREVIOUS CLOSE 4.56
VOLUME 2000
52-Week high 15.48
52-Week low 4.36
P/E 109.00
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.36
CLOSE 4.56
VOLUME 2000
52-Week high 15.48
52-Week low 4.36
P/E 109.00
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Hind Securities & Credit Ltd. (HINDSECURITIES) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the Twenty-Third Annual Report of Hind securities& Credits Limited together with the Audited Financial Statement for the year ended on31st March 2016.

1. FINANCIAL RESULTS

The performance during the period ended on 31st March 2016 has been asunder:

(In Rupees)
Particulars 2015-2016 2014 – 2015
Total Income 13894172 45871555
Less: Total Expenditure 12830506 34740364
Profit / Loss before Tax 1063666 11131191
Less: Tax Expense
Current Tax 391533 565796
Deferred Tax - 3077362
Net Profit after Tax 672133 7488033
Add: Previous year adjustments - -
Net Profit / Loss after tax and previous year adjustments 672133 7488033

2. PERFORMANCE REVIEW

During the year under review the Company has a net profit of Rs. 672133/- as comparedto previous year profit it has fallen down. However the directors are taking initiativesfor the Company which result into more profit for the next financial year. The details offinancial performance of the company are appearing in the Balance Sheet and Profit &Loss account for the year.

3. DIVIDEND

No Dividend is being recommended by the Director for the year 31st March2016 in view of cash requirement for establishing the Company in its formative years andgrowth plan33 3

4. FUTURE OUTLOOK

In the current year your directors are putting up efforts to increase the income andit is hoped that the Company will do better in current year as compared to last year. Withour industry leading organic growth programme and the successful integration of recentstrategic investment in our company our company is very well placed to capitalize on thepositive outlook for commodities demand and to continue to deliver growth and long termvalue for our shareholders.

5. STATE OF THE COMPANY’S AFFAIRS

Your Company continues to take effective steps in broad-basing its range of activitiesas the company is a NBFC (Non- Banking Financial Company) and the main business of it isto make investment and to give loans & advances. The performance of the Company duringthe period under review has been satisfactory.

6. HUMAN RESOURCES

The Company seeks to nurture a mutually beneficial relationship with its employees.This relationship is characterized by the investment which the Company makes in itsemployees by providing challenging roles and assignments opportunities for personalgrowth relevant and timely performance support training and an enabling environment. TheCompany seeks to create a workplace which combines achievement orientation with care foremployees. The Company lists ‘people’ as one of its stated core values.

Your Company takes the pride in the Commitment Competence and dedication shown by itsemployees in all areas of business. Various HR initiatives are taken to align the HRPolicies to the growing requirements of the business.

7. SHARE CAPITAL

The paid up Equity Share Capital of the Company as on 31st March 2016 wasRs.51005000/-. During the year under review the Company has not issued shares orgranted stock options or sweat equity.

8. AMOUNT TRANSFERRED TO RESERVES

During the year under review the company has transferred Rs. 850000/- to thestatutory reserves of the Company.

9. DEPOSITS

The Company has not accepted deposit from the members or the general public as on 31stMarch 2016. There are no small depositors in the Company.

10. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors duly met 6(Six) times during the financial year from 1stApril 2015 to 31st March 2016. The dates on which the meetings were held areas follows:

i. 30.04.2015

ii. 04.05.2015

iii. 25.05.2015

iv. 13.08.2015

v. 09.11.2015

vi. 13.02.2016

11. CHANGE IN DIRECTORATE AND KEY MANAGERIAL PERSONNEL

(i) Re-appointment

As per the provisions of the Companies Act 2013 Mr. Balraj Singhal retires byrotation at the ensuing Annual General Meeting and being eligible seeks re-appointment.The Board recommend the same. A brief resume of Mr. Balraj Singhal is given separately inthe Notice convening Annual General Meeting.

(ii) Key Managerial Personnel

During the year under review the following changes have been made in the compositionof Key Managerial Personnel of the Company:

Sr. No. Name of the Person Designation
1. Mr. Deepak Sethia Chief Financial Officer
(Resigned w.e.f. 31.12.2015)
2. Mr. Ankush Malhotra Chief Financial Officer
(Appointed w.e.f. 13.02.2016)

12. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 peer evaluation of all Board members annualperformance evaluation of its own performance as well as the evaluation of the working ofits Committees of the Board. This evaluation is led by the Chairman of the Nomination andRemuneration Committee with specific focus on the performance and effective functioning ofthe Board. The evaluation process also considers the time spent by each of the Boardmembers core competencies personal characteristics accomplishment of specificresponsibilities and expertise. A separate meeting of Independent Directors was also heldto review the performance of Non-Independent Directors performance of the Board as awhole and performance of the Chairperson of the Company.

13. MATERIAL CHANGES AND COMMITMENTS. IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

There have been no other material changes and commitments affecting the financialposition of the Company between the end of the financial year and the date of the report.

However following changes have been made in the Composition of KMP:

1. Ms. Nidhi Bhatia Company Secretary & Compliance Officer
(Resigned w.e.f. 06.06.2016)
2. Ms. Jyoti Kheria Company Secretary & Compliance Officer
(Appointed w.e.f 14.06.2016)

14. EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in form MGT-9 as required under Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 is included in this report as "Annexure-A" and forms anintegral part of this report.

15. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate internal control systems to ensure operational efficiencyprotection and conservation of resources accuracy and promptness in financial reportingand compliance of laws and regulations. The Company regularly monitors that all regulatoryguidelines are complied with at all levels.

The Audit Committee constituted by the Board reviews the adequacy of internal controlsystem.

16. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act 2013 Directors of your Companyhereby state and confirm that:

a) in the preparation of the annual accounts for the year ended on 31stMarch 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitof the company for the same period;

c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate andwere operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.

17. AUDITORS AND AUDITORS’ REPORT THEREON

M/s. AMRG & Associates (Formerly known as Mohan Aggarwal & Associates)Chartered Accountants (Firm Registration No. 004453N) the Statutory Auditor of theCompany hold office until the conclusion of the ensuing Annual General Meeting andeligible for re-appointment. The Company has received a consent and certificate from theAuditors to the effect that their re-appointment if made would be within the prescribedlimit under Section 141 of the Companies Act 2013 and they are not disqualified fromappointment as Statutory Auditors of the Company.

18. SECRETARIAL AUDIT3

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard of Directors has appointed M/s. APAC & Associates LLP Company Secretaries (LLP registration No. AAF-7948) to undertake the Secretarial Audit of the Company. There isno qualification reservation or adverse remark made in their Secretarial Audit Report.The Audit Report of the Secretarial Auditor is attached herewith as per "Annexure-B".

19. MANAGEMENT DISCUSSION & ANALYSIS REPORTS

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 detailed review of operations performanceand future outlook of the Company is covered under Managements Discussion & AnalysisReport. The report is attached herewith as "Annexure- C".

20. CORPORATE GOVERNANCE

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 a detailed report on Corporate Governance along with the certificate from M/s. AMRG& Associates Chartered Accountants Delhi confirming the compliance of theconditions on Corporate Governance thereon form part of this report. The CorporateGovernance Report and Certificate is attached herewith as "Annexure- D".

21. CORPORATE SOCIAL RESPONSIBILITY

As on date the Company does not fall within the purview of CSR requirements.

22. CODE OF CONDUCT

The Company has suitably laid down the Code of Conduct for all Board Members and SeniorManagement personnel of the company. The declaration by Managing Director of the Companyrelating to the compliance of aforesaid Code of Conduct forms an integral part of thisAnnual Report.

23. DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent directors underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 26 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

24. PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES REFERRED TO IN SECTION188 OF THE COMPANIES ACT 2013

There were no related party transactions entered during the financial year underSection 188 of Companies Act 2013.

25.PARTICULARS OF EMPLOYEES WHO WERE IN RECIEPT OF REMUNERATION OF RUPEES ONE CRORE ANDTWO LAKH RUPEES OR MORE IN AGGREGATE IN A FINANCIAL YEAR OR RUPEES EIGHT LAC AND FIFTYTHOUSAND RUPEES OR MORE PER MONTH DURING THE FINANCIAL YEAR

Pursuant to Section 197 read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules there was no employee of the Company employedthroughout the year who was in receipt of the remuneration exceeding One Crore and Twolakh Rupees per annum or Eight Lac and Fifty Thousand Rupees or More per Month.

26. REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP) EMPLOYEES

The information required pursuant to Section 197 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 must bementioned.

(i) The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year is nil;

(ii) There was no percentage increase in the remuneration of each Director ChiefFinancial Officer And Company Secretary of the Company during the period under review.

(iii) There was no percentage increase in the median remuneration of the Employeesduring the period under review.

(iv) The Company had 4 permanent employees on the rolls of Company as on 31stMarch 2016.

(v) There is no percentile increase in the salaries of employees other than themanagerial personnel in the last financial year.

(vi) It is affirmed that the remuneration is as per the remuneration policy of theCompany.

27. DEMATERIALISATION OF SHARES

48.62 % of the company’s paid up Equity Share Capital is in dematerializedform as on 31st March 2016 and balance 51.38 % is in physical form.

28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

CONSERVATION OF ENERGY

Particulars with respect to conservation of energy and technology observation as persection 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts)Rules 2014 are not applicable to our Company.

However the company has made sufficient efforts to conserve the energy.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earnings and outgo in the Company are as follows:

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : NIL

29. VIGIL MECHANISM

In accordance with provisions of Section 177(9) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company has dulyformulated a Vigil Mechanism to address the genuine concern if any of the directors andemployees. The details of the same have been stated in the Report on Corporate Governanceand the policy can also be accessed on the Company’s website www.supersecurities.in.

30. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Being a Non-Banking Financial Company the provisions of Section 186 of the CompaniesAct 2013 is not applicable to it.

31. BUSINESS RISK MANAGEMENT

There have been no elements of risk which in the opinion of the Board would threatenthe existence of the Company however the Company is been taking every possible effort toreduce or mitigate any general risk occurred / may occur if any.

32. NOMINATION AND REMUNERATION COMMITTEE

Pursuant to section 178 (1) & (3) of the Companies Act 2013 read with Rule 6 ofthe Companies (Meeting of Board & its Power) Rules 2014 & Regulation 19 of theSEBI (Listing Obligations and Disclosure) Regulations2015 the company has dulyconstituted a nomination and remuneration committee. The details of the committee and itsterms of reference are set out in the corporate governance report forming part of theBoard’s report.

33. AUDIT COMMITTEE

Pursuant to section 177 of the Companies Act 2013 read with Rule 6 of the Companies(Meeting of Board & its Power) Rules 2014 & Regulation 18 of the SEBI(ListingObligations and Disclosure) Regulations2015.The Audit Committee of the Board of Directorscomprises of 3 directors namely Jagdish Rai Bansal Mr. Ajay Kumar Jha and Mr. Lalit Jain.The terms of reference of the audit committee details of meetings held during the yearand attendance of members are set out in the corporate governance report forming part ofthe Board’s report.

34. POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company has in place "Policy on Prevention and Redressal of Sexual Harassmentat Workplace" in line with the requirements of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and rules framed thereunder.During the year under review there were no complaints received by the Company.

35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

The Central Government condoned the delay in filing Forms MGT-14 with regard to BoardResolution dated 14.11.2014 for the approval of unaudited financial results for quarterended on 30.09.2014 and 30.01.2015 for approval of unaudited financial results for quarterended on 31.12.2014 pursuant to power conferred on it by Section 460 of the Companies Act2013.

36. ACKNOWLEDGEMENT

The Board acknowledges with gratitude the co-operation and assistance provided by theRBI Company's bankers financers government and non-government agencies. Therelationship with the employees remained cordial and your director's wish to place onrecord their appreciation of the contribution made by the employees at all levels. Thedirectors would also like to thank all the stakeholders for their continued support.

By Order of the Board of Directors
For Hind Securities & Credits Limited
Sd/- Sd/-
Date: 10th August 2016 Jagdish Rai Bansal Shyam Lal Bansal
Place: New Delhi Managing Director Director
DIN: 00673384 DIN: 01071068
R/o: 34-C Anubhav Apartment R/o: 252 Second Floor
Sector-13 Rohini Bhera Enclave Paschim Vihar
New Delhi – 110085 New Delhi - 110087
Registered Office:
B – 18 Ground Floor Shubham Enclave
Paschim Vihar New Delhi – 110063