Your Directors have pleasure in presenting the 32nd Annual Report on the business andoperations of your Company along with the audited statement of accounts for the year endedMarch 31 2017.
The Financial performance of your Company for the year ended March 31 2017 issummarized below:
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(Rs. in Lakhs except per equity share data)
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|Particulars ||2016-17 ||2015-16 ||2016-17 ||2015-16 |
|Revenue from Operations (Including Other Income) ||40.70 ||27.45 ||275.53 ||207.11 |
|Profit before Tax ||14.03 ||(27.82) ||198.62 ||77.27 |
|Less: Tax Expense ||3.43 ||0.92 ||67.74 ||44.56 |
|Profit for the year ||10.60 ||(28.74) ||130.87 ||32.71 |
|Surplus opening balance ||(14.87) ||13.87 ||176.23 ||157.61 |
|Amount Available for appropriation ||(6.39) ||(14.87) ||413.23 ||176.23 |
|Earnings per share (EPS) before extra-ordinary items || || || || |
|Basic (in Rs.) ||0.53 ||0.05 ||4.38 ||3.86 |
|Diluted (in Rs.) ||0.53 ||0.05 ||4.38 ||3.86 |
|EPS after extra ordinary items || || || || |
|Basic (in Rs.) ||0.53 ||(1.44) ||4.38 ||1.64 |
|Diluted (in Rs.) ||0.53 ||(1.44) ||4.38 ||1.64 |
Review of Operations Standalone
During the year under review revenue from operations and other income on standalonebasis has been Rs. 40.70 lakh as compared to Rs. 27.45 lakh for the previous year and theCompany has earned net profit of Rs. 10.60 Lakh during the year as compared to net loss ofRs. 28.74 Lakh in the previous year.
During the year under review revenue from operations and other income on consolidatedbasis has been Rs. 275.53 lakh as compared to Rs 207.11 lakh for the previous year and theCompany has earned Profits of Rs. 130.87 Lakh during the year as compared to net Profit ofRs. 32.71 Lakh in the previous year.
Your company is not recommending any dividend for the financial year ended March 312017.
Transfer to Reserves
No amount has been transferred to reserve for the financial year ended March 31 2017.
During the financial year 2016-17 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014 and as such no amount of principal or interest wasoutstanding as of the date of the Balance Sheet.
As on 31st March 2017 the paid up Equity Share Capital of the Company wasRs. 200 Lakh and the paid up Preference Share Capital of the Company was Rs. 2370 Lakh.During the year under review the Company has not issued shares with differential votingrights nor granted stock options nor sweat equity.
Consolidated Financial Statements
The Consolidated Financial Statements of the Company prepared in accordance withrelevant Accounting Standards issued by the Institute of Chartered Accountants of Indiaform part of this Annual Report.
Your Company has Five (5) Directors consisting of Two (2) Independent Directors Two(2) Non-Executive Directors and a Whole Time Director (WTD) as on March 31 2017.
a) Independent Directors
In terms of definition of 'Independence' of Directors as prescribed under Section149(6) of the Companies Act 2013 and based on the confirmation/ disclosures received fromthe Directors the following Non-Executive Directors are Independent Directors:
1. Mrs Seema Gupta (DIN: 06944070)
2. Mr. Mohan Chander joshi (DIN: 00011883)
b) Woman Director
Mrs. Seema Gupta is an Independent Woman Director of your Company. She is a graduate inScience with extensive experience of working. She has got rich experience in handlingadministrative business planning and business exploration matters. Her corespecialization lies in accounting and administration.
Soft-spoken pleasant mannered and ever smiling Seema has made significantcontribution to the development of the organizations where she had worked.
c) Appointments/ Resignations from the Board of Directors and Key Managerial Personnel
During the year under review none of the Director's has resigned from the post ofDirectorship and no appointment has been made.
As on 31st March 2017 Mr Pramod Kumar Garg Whole Time Director; Mr.Shashi Shankar Malviya Chief Financial Officer and Mr Dhiraj Aroraa Company Secretaryof the Company are the Key Managerial Personnel as per the provisions of the CompaniesAct 2013.
d) Directors retiring by rotation
Mr. Anand Kumar Minda [DIN: 00007964) Director of the Company is liable to retire byrotation at the ensuing AGM pursuant to the provisions of Section 152 of the CompaniesAct 2013 read with the Companies [Appointment and Qualification of Directors) Rules 2014and being eligible has offered himself for reappointment.
e) Declaration by Independent Directors
In accordance with Section 149 [6) of Companies Act 2013 the Independent directorshave submitted the declaration of Independence as required pursuant to section 149 [7) ofthe Companies Act 2013 stating that they meet the criteria of independence as providedin sub section [6) of Section 149 of Companies Act 2013.
A calendar of meetings is prepared and circulated in advance to the Directors
During the year seven Board Meetings and four Audit Committee meetings were held aftercomplying with the provisions of Companies Act 2013. The intervening gap between themeetings was within the period prescribed under the Companies Act 2013.
Committees of the Board
The Company has constituted committees which have been established as a part of thebest corporate governance practices and are in compliance with the requirements of therelevant provisions of applicable laws and statutes.
The Company has following Committees of the Board:
Nomination and Remuneration Committee
Stakeholders Relationship Committee
In compliance Section 177(8) of the Companies Act 2013 it is informed that during theyear under review the Board has accepted all the recommendations of the Audit Committee.
Annual Evaluation of Board's Performance:
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andStakeholders Relationship Committees.
Nomination & Remuneration Policy
The Remuneration policy of our Company is a comprehensive policy which is competitivein consonance with the industry practices and rewards good performance of the employees ofthe Company. The policy ensures equality fairness and consistency in rewarding theemployees on the basis of performance against set objectives.
The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement As on March 31 2017 the Board consists of five members out of which one isWhole-time director two are non-executive and other two are independent directors. Therehas been no change in the policy since the last fiscal year.
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 and prohibitsthe purchase or sale of company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the code.
The Board of Directors and all the designated employees have confirmed with the code.
Corporate Governance Report
In terms of Regulation 15 (2) of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 compliance with the provisions of Corporate Governancereport shall not be mandatory for certain class of companies which inter-alia includesCompanies having paid up equity share capital not exceeding Rs.10 crore and Net Worth notexceeding Rs.25 crore as on the last day of the previous financial year. Since the paidup equity share capital of the Company as on 31st March 2017 does not exceed aboveprescribed limit the provisions of Regulation 15(2) of the SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 are not applicable on the Company.
Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks in the internal and external environment along with the cost of treating risks andincorporates risk treatment plans in its strategy business and operational plans.
Your Company through its risk management process strives to contain impact andlikelihood of the risks within the risk appetite as agreed from time to time with theBoard of Directors.
The Board of Directors of the company has framed the risk management policy and therisk appetite for your Company. There are no risks which in the opinion of the Boardthreaten the existence of your Company.
Internal Control Systems and their adequacy
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Internal Audit department also assesses opportunitiesfor improvement in business processes systems and controls provides recommendationsdesigned to add value to the organization and follows up on the implementation ofcorrective actions and improvements in business processes after review by the AuditCommittee.
Vigil Mechanism / Whistle Blower Policy
Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly in compliance with the provisions of Section 177 (10) of theCompanies Act 2013 the Board of Directors have formulated a Whistle Blower Policy todeal with instance of unethical practices fraud and mismanagement or gross misconduct bythe employees of the
Company if any that can lead to financial loss or reputational risk to theorganization. Employees aware of any alleged wrongful conduct are encouraged to make adisclosure to the Audit Committee.
No personnel of the Company were denied access to the Audit Committee.
Auditors and Auditors' Report: a) Statutory Auditors
M/s R N Saraf & Co. Chartered Accountants were appointed as Statutory Auditors ofthe Company at the Annual General Meeting held on September 30 2016 to hold office untilthe conclusion of 32nd Annual General Meeting. The Board of Directors have recommended theappointment of M/s. A H P N & Associates Chartered Accountants (Firm Registration No.09452N) as Statutory Auditors of the Company for a period of 5 years from the conclusionof the ensuing 32nd Annual General Meeting till the conclusion of the conclusion of the37th Annual General Meeting of the Company in place of existing Statutory Auditors M/s. RN Saraf & Co. Chartered Accountants in compliance with provisions of the CompaniesAct 2013 subject to approval of the shareholders at the ensuing Annual General Meeting.
The Company has received their written consent and a certificate from M/s. A H P N& Associates Chartered Accountants that they satisfy the criteria provided underSection 141 of the Companies Act 2013 and that the appointment if made shall be inaccordance with the applicable provisions of the Companies Act 2013 and rules framedthere under. The Audit Committee and the Board of Directors recommends the appointment ofM/s. A H P N & Associates Chartered Accountants (Firm Registration No. 09452N] asthe Auditors of the Company till the conclusion of 37th Annual General Meetingsubject to the ratification by the Shareholders at the Annual General Meeting of theCompany.
Further the notes on financial statement referred to in the Auditors' Report for thefinancial year 2016-17 are self-explanatory and do not call for any further comments. TheAuditors' Report does not contain any qualification reservation or adverse remark.
b) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed Mr. Shailendra Kumar Roy Practicing Company Secretary to conduct theSecretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "AnnexureA" to this Report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.
c) Explanations or comments by the Board on every qualification/reservation/ adverseremark or disclaimer made by the Statutory Auditor in his Audit Report and by theSecretarial Auditor in his Secretarial Audit Report
The Statutory Auditors have not given any qualification reservation or made anyadverse remarks or disclaimer in their Audit Report. Further the Secretarial Auditor hasnot made any adverse comments or given any qualification reservation or adverse remarksor disclaimer in their Audit Report.
Extract of Annual Return
The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with theCompanies (Management and Administration) Rules 2014 are annexed herewith as AnnexureB to this Report.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations & Disclosure Requirements] Regulations 2015 with theStock Exchanges in India is presented in a separate section and annexed at "AnnexureC" to this report and forms part of the Annual Report
Related Party Transactions
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with related parties which mayhave a potential conflict with the interest of the Company.
All Related Party Transactions are placed before the Audit Committee for approval asper the Related Party Transactions Policy of the Company as approved by the Board.
Since all related party transactions that were entered into during the financial yearwere on an arm's length basis and were in the ordinary course of business and there was nomaterial related party transaction entered by the Company during the year as per RelatedParty Transactions Policy no details are required to be provided in Form AOC-2 prescribedunder clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of theCompanies (Accounts] Rules 2014.
The details of the transactions with related parties are provided in the notes toaccompanying standalone financial statements.
Particulars of Loans Guarantees or Investments
Pursuant to Section 186(11] of the Companies Act 2013 read with Rule 11(2] ofCompanies (Meetings of Board and its Powers] Rules 2014 the loans made guarantees givenor securities provided or acquisition of securities by a Non Banking Financial Company inthe ordinary course of its business are exempted from disclosure in the Annual Report.
Since your Company is a Non Banking Financial Company registered with the Reserve Bankof India it is exempted under the said section from giving disclosure regarding the Loansor guarantees given or securities provided.
As regards investments made by the Company the details of same are provided in BalanceSheet and under the Notes forming part of the Annual Accounts of the Company for the yearended March 31 2017.
Subsidiaries Joint Ventures and Associate Companies
The Balance Sheet Statement of Profit and Loss and other documents of the subsidiaryand associates company are not being attached with the Balance Sheet of the Company.Salient features of Financial Statements of Subsidiary Associates and Joint Ventures inthe prescribed format forms part of the Financial Statements. However the financialstatements of the subsidiary company are available on the website of the company. TheCompany will provide a copy of separate annual accounts in respect of its subsidiary toany shareholder of the Company who asks for it and the said annual accounts will also bekept open for inspection at the Registered Office of the Company and that of therespective subsidiary companies.
Corporate Social Responsibility
During the year under review your Company does not meet the criteria laid undersection 135(1) of the Companies Act 2013 read with Companies (Corporate SocialResponsibility Policy) Rules 2014 pertaining to the constitution of the Corporate SocialResponsibility Committee and other provisions covered there under regarding expenditure tobe made on certain specified activities as a part of the Corporate Social ResponsibilityTherefore the Company has not framed the Corporate Social Responsibility Committee/ Policyand has not incurred any expenditure thereon.
Conservation of Energy and Technology Absorption
Even though operations of the Company are not energy intensive the management has beenhighly conscious of the importance of conservation of energy and technology absorption atall operational levels and efforts are made in this direction on a continuous basis.
In view of the nature of activities which are being carried on by the Company theparticulars as prescribed under Section 134(3)(m) of the Act read with rule 8 of theCompanies (Accounts) Rules 2014 regarding Conservation of Energy and TechnologyAbsorption are not applicable to the Company and hence have not been provided.
Foreign Exchange Earnings and Outgo
The Company has neither incurred any expenditure in foreign exchange nor earned anyincome in foreign exchange during the year under review.
Disclosure relating to remuneration of directors key managerial personnel andparticulars of employees
As required by provisions of Rule 5(2) of the Companies (Appointment and Remunerationof Managerial personnel) Rules 2014 there is no employee who is in receipt of aremuneration of Rs. 10200000/- per year if employed for the whole year or Rs.850000/- per month if employed for the part of the year.
The ratio of remuneration of each of the director to median employee's remuneration andother details in terms of sub-section 12 of Section 197 of the Companies Act 2013 readwith rule 5(1) of Companies (Appointment and remuneration of managerial personnel) Rules2014 is annexed herewith as "Annexure D" to this report.
Directors' Responsibility Statement
Pursuant to Section 134 of the Companies Act 2013 the Directors confirm that:
a) in the preparation of the annual accounts for the financial year ended 31st March2017 the applicable accounting standards and Schedule III of the Companies Act 2013have been followed and there are no material departures from the same;
b) the Directors have 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 your Company as at 31st March 2017 and of the profitof the Company for the financial year ended 31st March 2017;
c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a 'going concern' basis;
e) proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Significant and Material Orders passed by the regulators or courts
There are no significant or material orders passed by the Regulators / Courts whichwould impact the going concern status of the Company and its operations in future.
Material Changes and Commitments affecting the Financial Position
No material changes and commitments affecting the financial position of the Companyhave occurred between March 31 2017 and the date of the report. Further no Change in thenature of the business of the Company occurred during the year
Share Registration Activity
Company has appointed "Link Intime India Private Limited" a category-IRegistrar and Share Transfer Agent registered with SEBI to handle the work related toShare Registry.
The equity shares of the Company are listed with BSE Limited. There are no arrears onaccount of payment of listing fees to the Stock Exchanges.
None of the Directors of your Company is disqualified as per provision of section164(2) of the Act. The Directors of the Company have made necessary disclosures asrequired under applicable laws.
The Company enjoyed cordial relations with the employees during the year under reviewand the Management appreciates the efforts and dedication shown by all employees of theCompany in offering their support and expects their continued support for achieving higherlevel of productivity to enable meeting the targets set for the future.
Disclosure under the Sexual Harassment of Women At Workplace (Prevention ProhibitionAnd Redressal) Act 2013
Your Company has always believed in providing a safe and harassment free workplace forevery individual working in Company premises through various interventions and practices.The Company always endeavors to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment.
The Company has in place a robust policy on prevention of sexual harassment atworkplace. The policy aims at prevention of harassment of employees as well as contractorsand lays down the guidelines for identification reporting and prevention of sexualharassment. There is an Internal Complaints Committee (ICC) which is responsible forredressal of complaints related to sexual harassment and follows the guidelines providedin the policy ICC has its presence at registered office of the Company.
During the year ended 31 March 2017 the ICC has not received any complaintspertaining to sexual harassment.
Enhancing Shareholders Value
Your Company believes that its members are among its most important stakeholders.Accordingly your Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation.
Your Company is also committed to creating value for its other stakeholders by ensuringthat its corporate actions positively impact the socio-economic and environmentaldimensions and contribute to sustainable growth and development.
Your Directors wish to convey their gratitude and place on record their appreciationfor all the employees at all levels for their hard work solidarity cooperation anddedication during the year. Your Directors sincerely convey their appreciation tocustomers shareholders bankers business associates regulatory and governmentauthorities for their continued support.
For and on behalf of Board of Directors
| ||Pramod Kumar Garg ||Anand Kumar Minda |
|Place : New Delhi ||Whole Time Director ||Director |
|Dated : May 30 2017 ||DIN :00008042 ||DIN:00007964 |