TO THE MEMBERS
Your Directors have pleasure in presenting the 23rd Annual Report on the affairs ofyour Company together with the Audited Statements of Account for the Year ended March31st 2017.
|FINANCIAL RESULT || || |
| ||2016-2017 ||2015-2016 |
| ||(Rs. In lacs) ||(Rs. In lacs) |
|Revenue from operations ||2635.94 ||5117.13 |
| ||2635.94 ||5117.13 |
|PBIDT ||1507.93 ||(3213.54) |
|Interest ||1362.39 ||1730.95 |
|Depreciation ||2.31 ||2.31 |
|PROFIT BEFORE TAXATION ||143.23 ||(4946.80) |
|Taxation ||(282.60) ||3187.93 |
|Contingent Provisions against Standard Assets ||6.37 ||(1.93) |
|PROFIT/(LOSS) AFTER TAXATION ||(133.00) ||(1760.80) |
|Profit Brought Forward from Previous Year ||1744.84 ||3505.63 |
|PROFIT AVAILABLE FOR APPROPRIATIONS ||1611.84 ||1744.83 |
|Transfer to Statutory Reserve ||28.08 ||- |
|Balance carried to Balance Sheet ||1583.76 ||1744.83 |
In view of the loss after tax to the extent of Rs 133.00 lacs for 2016-2017 nodividend is recommended for the year ended 31st March 2017.
The year 2016-17 saw rapid technological innovation macroeconomic changes fastchanging business conditions evolving consumer preferences and increasingly disruptivemarket environment that drove corporates to significantly rethink the manner in which theyoperate. India continued to witness slow and steady economic growth despite a volatileinternal and weak external financial environment. Decline in commodity prices low fiscaldeficit depreciation of the rupee vis--vis the dollar and the demonetization exerciseall resulted in disruption of financial functions.
The Wholesale Price Index inflation inched up to 6.55% for the month ended February2017 on the back of the quick surge in the economy in the remonetisation phase. OverallGDP growth for 2016-2017 has been around 7.6% mainly driven by the industry and servicessectors.
The Operating Income of the Company is derived from a mix of dividend and securitiestrading income. The inventory or investments as on 31st March 2017 comprised of mostlyQuoted scripts and few unquoted scripts and mutual funds.
The Company's total income for the year was Rs.2635.94 Lakhs in comparison to Rs.5117.13 lakhs in the previous year. The Profit before Tax for the Year is Rs. 143.23 Lakhsin comparison to loss of Rs. 4946.80 lakhs during the previous year. The Finance cost hasdecreased to Rs. 1362.39 lakhs from Rs. 1730.95 lakhs during the previous year 2016-17 onaccount of restructuring of financials. Your Directors are confident of improving theperformance in the present period.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the section 152 of the Companies Act 2013 andArticles 140 of the Articles of Association of the Company Mr. Sunil Patwari DIN00024007 is liable to retire by rotation and being eligible offers himself to bere-appointed. The company has received declaration from the Director specifying hiseligibility to be re-appointed as such.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND PAYMENT OF REMUNERATION
The Company's Policy on Directors appointment and remuneration including criteria fordetermining qualifications positive attributes attributes of independence of Directorsand other related matters provided under Section 178(3) of the Companies Act 2013 arecovered in Clause 3 of the Corporate Governance Report which forms part of this report.Further information about element of remuneration of Individual Director is provided inthe extract of the Annual Return as provided under Section 92(3) of the Companies Act2013 and is enclosed as Annexure - "C" in the prescribed Form MGT9 and formspart of this report. It is also available on the website of the Company.
DECLERATION BY INDEPENDENT DIRECTORS
The Independent Directors fulfill the conditions of independence specified in Section149 (6) of the Companies Act 2013 and Rules made there-under and meet with requirement ofRegulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The Independent Directors of the Company have filed their declarationwith the Company at the beginning of the Financial Year 2017-18 affirming that theycontinue to meet the criteria of Independence as provided in Section 149(7) of theCompanies Act 2013 in respect of their position as an "Independent Director of theCompany".
MANAGEMENT DISCUSSION AND ANALYSIS
As per Regulation 34(2)(e) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis is annexed heretoand marked as Annexure - "A".
As per Regulation 34(3) read with Schedule V to the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate report on Corporate Governance isannexed as a part of this Annual Report and marked as Annexure "B". RequisiteCertificate from the Auditors of the Company namely M/s H. R. Agarwal & Associatesregarding compliance of Corporate Governance as stipulated under Regulation 34(3)(E) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexedto the report of Corporate Governance.
MEETINGS OF THE BOARD OF DIRECTORS
Four Board meetings were held during the year 2016-17. The Company has held at leastone Board meeting in every quarter and the maximum time gap between any two meetings wasnot more than one hundred and twenty days thereby complying with applicable statutoryrequirements. Further the detail of the meeting of the Board of Directors held during theyear is stated in Corporate Governance report which forms part of this Report.
Evaluation of performance of all Directors is undertaken annually. The Company hasimplemented a system of evaluating performance of the Board of Directors and of itsCommittees and individual Directors on the basis of a structured questionnaire whichcomprises evaluation criteria taking into consideration various performance relatedaspects.
The Board of Directors has expressed its satisfaction with the evaluation process.
One separate meeting of Independent Directors was held during the year 2016-17 whichreviewed the performance of the Non - Independent Directors and the Chairman of the Board.It also reviewed the performance of the Board as a whole and to assess the qualityquantity and timeliness of flow of information between the company management and theBoard and its members that is necessary for the board to effectively and reasonablyperform their duties.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134 (3)( c) of the Companies Act 2013 and basedon the representations received from the management Your Directors state that: (a) In thepreparation of the annual financial statements for the year ended March 31 2017 theapplicable accounting standards have been followed with no material departures;
(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 the Company as at March 31 2017 and of the loss ofthe Company for the year ended on that date;
(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) the Directors have prepared the annual financial statements on a going concernbasis;
(e) the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and operating effectively;and
(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
MATERIAL CHANGES AFFECTING THE COMPANY
There were no material changes and commitments effecting the financial position of theCompany.
There were no significant and material orders passed by any regulators or courts ortribunal impacting the going concern status and company's operations in future.
Your Company is a non deposit taking Company (NBFC-ND-SI). The Company has not acceptedany deposit within the meaning of Section 73 of the Companies Act 2013 read with theCompanies (Acceptance of Deposit) Rules 2014 and accordingly no amount was outstanding ason the date of Balance Sheet. The Company has passed a Board resolution for non acceptanceof deposits from public.
Reserve Bank of India (RBI) granted the Certificate of Registration to the Company inSeptember 2008 vide Registration No.- N 05.06774 to commence the business of aNon-Banking Financial Institution without accepting deposits. Your Company is aSystemically Important Non-Banking Financial Company (NBFC-ND-SI). The Company hascomplied with and continues to comply with all the applicable regulations and directionsof the RBI.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism which includes a Whistle Blower Policyfor its Directors and Employees to provide a framework to facilitate responsible andsecure reporting of concerns of unethical behavior actual or suspected fraud or violationof the Company's Code of Conduct & Ethics. The details of establishment of VigilMechanism / Whistle Blower Policy are posted on the website of the Company.
DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The company has in place an internal complaints committee which has been set up toredress complaints regarding Sexual Harassment of women at workplace. The following is thesummary of sexual harassment complaints received and disposed off during the year "
i) No. of Complaints received during the year: Nil
ii) No. of complaints disposed off during the year: Nil
All employees (Permanent Contractual Temporary Trainees) are covered under this Act.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
Your Company being an Non-Banking Finance Company whose main objective is investmentin securities and the provisions of section 186(11)(b) of the Companies Act 2013 are notapplicable. It may kindly be noted that the Members of the Company has passed specialresolution in the Annual General Meeting dated 10th September 2014 for making loans andinvestments for an amount not exceeding Rs. 500 Crores only. The investments of theCompany are well within the sanctioned limits till date.
Pursuant to the compliance of Section 139(2) of the Companies Act 2013 M/s. H.R.AGARWAL & ASSOCIATES (FRN 323029E) Chartered Accountants Kolkata the existingStatutory Auditors of the Company expressed in writing of their unwillingness to bere-appointment at the ensuing Annual General Meeting of the Company as they have completedtheir tenure as the Statutory Auditors of the Company as specified under the aforesaidsection.
Your Directors recommend the appointment of M/s. P.K. PACHISIA & CO.(FRN 318129E)Chartered Accountants Kolkata in the forthcoming Annual General Meeting of your Companyto be held on 18th September 2017 as the Statutory Auditors of the Company for a blockof 5 years to hold office till the conclusion of 28th Annual General Meeting of theCompany subject to ratification by the shareholders every year as per the provisions ofSection 139 of the Companies Act 2013 read with the Companies (Audit & Auditors)Rules 2014. A written consent from M/s. P.K. PACHISIA & CO.(FRN 318129E) CharteredAccountants Kolkata has been received along with a certificate that their appointment ifmade shall be in accordance with the conditions prescribed under Section 141 of theCompanies Act 2013 and Regulation 33(1)(d) of the SEBI(Listing Obligations and DisclosureRequirement ) Regulations 2015.
The Auditors' Report does not contain any qualification reservation or adverse remarkon the financial statements for the year ended March 31 2017. The statements made by theAuditors in their Report are self- explanatory and do not call for any further comments.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethere-under the Company has appointed M/ s M.K. Sharma & Associates CompanySecretary in Practice to undertake the Secretarial Audit of the Company for the financialyear 2016-17. The same is attached as Annexure "D" and forms an integral part ofthis Report. The Secretarial Audit Report does not contain any qualification reservationor adverse remarks.
ANNUAL RETURN EXTRACT
Pursuant to sec. 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 the details forming part of Extract of theAnnual Return in Form No. MGT - 9 is annexed hereto as Annexure "E"
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO
The provisions of Section 134(3)(m) of the Companies Act 2013 and the rules made thereunder relating to conservation of energy technology absorption do not apply to yourCompany as it is not a manufacturing company. However your Company has been increasinglyusing information technology in its operations and promotes conservation of resources.
During the year under review there has been no foreign exchange earning or expenditurein the Company.
PARTICULARS OF EMPLOYEES
None of the employees are drawing remuneration exceeding Rs. 8.50 Lakhs per month orRs.102.00 Lakhs per year. Hence details required to be furnished in accordance withSection 134 of the Companies Act 2013 read with Companies (Accounts) Rules 2014 are notapplicable.
The information required pursuant to section 197(12) read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respectof the Employees of the Company in detailed is separately attached as Annexure"D" to this report.
Your Directors acknowledge various agencies of the Central and State Government(s) fortheir support and Co-operation. Your Directors are also thankful to all stakeholdersincluding customers bankers and suppliers for their continued assistance cooperation andsupport. Your Directors wish to place on record their sincere appreciation of allemployees for their commitment and contribution to the Company.
|Place : Kolkata ||Sushil Patwari |
|Date : 24th May 2017 ||Chairman |