On behalf of the Board of Directors it is our privilege and honor to present the 24thAnnual Report of the company on the business and operations of the company along withAudited Financial Statements for the financial year ended March 31 2016.
The financial highlights of the company in the financial year 2015-16 as compared tothe previous year are tabled below for your consideration:
| || |
Amount in (Rs. Lacs)
|PARTICULARS ||CURRENT YEAR ||PREVIOUS YEAR |
|Revenue from operations ||39.31 ||38.02 |
|Other Income ||- ||- |
|Profit (Loss)/before extraordinary Items and tax ||8.79 ||10.71 |
|Less extraordinary items ||- ||- |
|Profit/(loss) before tax ||8.79 ||10.71 |
|Dividend ||Nil ||Nil |
PERFORMANCE OF THE COMPANY
The Directors of the company shall continue their endeavor to further improve the trendof growth in the coming years.
Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rulesframed thereunder M/s.S. P. Monga & Co. Chartered Accountants were appointed asstatutory auditors of the Company from the conclusion of the 22nd Annual General Meeting(AGM) of the Company held on 20th September 2014 till the conclusion of theTwenty Fifth AGM to be held in the year 2017. M/s. S. P. Monga & Co. CharteredAccountants have shown their unwillingness to be re-appointed as Auditors of the Companydue to their pre-occupation.
The Company has received a notice from member along with a letter u/s 139 of theCompanies Act 2013 informing the eligibility signifying his intention to appoint Mr.Neelesh Kumar Jain Chartered Accountant as the Auditor of the Company. In terms of theprovision of section 139 of the Companies Act 2013 the appointment of Auditors theCompany requires the approval of General Meeting by way of Special resolution.
Therefore the Board recommend to pass necessary resolution by way of specialresolution to appoint Mr. Neelesh Kumar Jain Chartered Accountant as the Auditor of theCompany to hold office of the Auditors of the Company for the term of 5 years from theconclusion of this Annual General Meeting till the conclusion of the 29th Annual GeneralMeeting to be held in the year 2021 on the remuneration as may be fixed by the Board.
As per section 149(4) of the Companies Act 2013 (Act) which came into effect fromApril 1 2014 every listed company is required to have at least one-third of the totalnumber of directors as Independent directors. In accordance with the provisions of section149 of the Act. Mr. Ashok Juneja and Mr. Vinay Aggarwal were appointed as independentDirectors at the annual general meeting of the company held on 20th September2014.
The terms and conditions of appointment of independent directors as per Schedule IV ofthe Act. They have submitted a declaration that each of them meets the criteria ofindependence as provided in Section 149(6) of the Act and there has been no change in thecircumstances which may affect their status as independent director during the year.
Mrs. Kiran Duggal Director retires by rotation and being eligible has offered herselffor re-appointment.
DIRECTORS RESPONSIBILTY STATEMENT
Pursuant to clause (c) of the provisions of Section 134(3) of the Companies Act 2013the Directors hereby confirm the responsibility for the integrity and objectivity of theProfit & Loss Account for the year ended 31st March 2016 and the Balance Sheet as atthat date ("Financial Statements") and confirm that:
1. In the preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards read with requirements set out in the Companies Act 2013have been followed and there are no material departures from the same.
2. We have selected such accounting policies that are reasonable prudent and appliedthem consistently and made judgments and estimates so as to give a true and fair view ofthe state of affairs of the company as at March 31st 2016 and of the profit of thecompany for the year ended on that date.
3. We have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safe guarding theassets of the company and for preventing and detecting fraud and other irregularities.
4. We have prepared the annual returns of the company on a going concern basis.
5. We have laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively.
6. We have devised proper systems to ensure compliance of all applicable laws and thatsuch systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors the reviews performed by management and the relevant boardcommittees including the audit committee the board is of the opinion that theCompanys internal financial controls were adequate and effective during thefinancial year 2015-16.
AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT
The auditors report and secretarial auditors report does not contain anyqualifications reservations or adverse remarks. Report of the Secretarial Auditor isgiven as an annexure-B which forms part of this report.
REGISTRATION WITH RESERVE BANK OF INDIA AS NBFC
The company is registered with the Reserve Bank of India as a NBFC within theprovisions of the NBFC (Reserve Bank of India) Directions 1998.
INFORMATION PURSUANT TO THE PROVISIONS OF PARA 10 OF NON-BANKING FINANCIAL COMPANIES(RBI) DIRECTIONS 1977
Neither the Company has accepted any Public Deposits during the year nor the Company isholding prior Public Deposits therefore the information called for is not applicable.
Company has not accepted any deposits within the meaning of Section 73 of the CompaniesAct 2013 and the Companies (Acceptance of Deposits) Rules 2014.
CONSERVATION OF ENERGY TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The company is a NBFC therefore the information with regard to conservation of energytechnology absorption as required by the Companies (Accounts) Rules 2014 relating toconservation of energy and technological absorption do not apply and hence no disclosureis being made in this report.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
|Particulars ||Current Year ||Previous Year |
| ||(2015-2016) ||(2014-2015) |
|(a) Foreign Exchange Inflow ||Nil ||Nil |
|(b) Foreign Exchange Outflow ||Nil ||Nil |
As per the Companies Act 2013 and Listing Agreement that the company has laid downprocedures to inform board members about the risk assessment and minimization procedures.The board annually discusses the significant business risks identified by the managementand the mitigation process being taken up. Further a risk management committee comprisingsenior management is in place for review of risk management on a periodical basis thesummary of decisions of which shall be reviewed by the business committee on a periodicalbasis. A detailed note on the risk identification and mitigation is included in managementdiscussion & analysis annexed to the directors report.
CORPORATE GOVERNANCE REPORT MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The company has strictly followed and practiced the well-defined Corporate Governancepolicies in the interest of all stakeholders and is committed to maintain the standards ofcorporate governance. Towards this end the company has been fair transparent accountableand efficient at all levels. As per clause 49 of the Listing Agreements entered into withthe Stock Exchanges Corporate Governance Report with auditors certificate thereonand Management Discussion and Analysis are attached and form part of this report.
NUMBER OF BOARD MEETINGS
The Board met four times during the Financial Year the details of which are given inthe Corporate Governance Report that forms part of this Annual Report. The Intervening gapbetween any two meetings was within the period prescribed by the Companies Act 2013.
The Board adopted a formal mechanism for evaluating its performance and as well as thatof its Committees and individual Directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the nomination and Remuneration Committee (NRC) reviewed the performanceof the individual directors on the basis of the criteria such as contribution of theindividual director to the Board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the Chairman was also evaluated on the key aspects of his role.
In the separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting of that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.
Policy on directors appointment and remuneration and other details.
The Companys policy on directors appointment and remuneration and othermatters provided in Act has been disclosed in the corporate governance report which formspart of the directors report.
Internal financial control systems and their adequacy
The details in respect of internal financial control and their adequacy are included inthe Management Discussion & Analysis which forms part of this report.
The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.
Particulars of loans guarantees and investments
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
Extract of Annual Return
As provided under Section 92(3) of the Act the extract of annual return is given in AnnexureA to the boards report the prescribed Form MGT-9 which forms part of thisreport.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of Section 188 of the Companies Act 2013including certain arms length transactions under third proviso thereto is disclosedin Form No. AOC -2 attached as Annexure C.
As per Clause 49 of the listing agreements entered into with the stock exchangescorporate governance report with auditors certificate thereon and managementdiscussion and analysis are attached which form part of this report. The company hasformulated and published a Whistle Blower Policy to provide Vigil Mechanism for employeesincluding directors of the company to report genuine concerns. The provisions of thispolicy are in line with the provisions of the Section 177(9) of the Act and the revisedClause 49 of the Listing Agreements with stock exchanges.
We are thankful to all shareholders for their support faith and confidence in thecompany. Your directors place on record their sincere appreciation for the guidancesupport and co-operation of our auditors the legal advisors and bankers.
| ||For and on behalf of the Board of Directors |
| ||Sd/- |
| ||Vinod Bansal |
|Date: 12/08/2016 ||Director |
|Place: New Delhi ||DIN: 00044111 |