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Nam Securities Ltd.

BSE: 538395 Sector: Financials
NSE: N.A. ISIN Code: INE792G01011
BSE LIVE 15:40 | 17 Nov 32.00 1.45
(4.75%)
OPEN

29.80

HIGH

32.05

LOW

29.80

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 29.80
PREVIOUS CLOSE 30.55
VOLUME 122
52-Week high 50.50
52-Week low 28.40
P/E 65.31
Mkt Cap.(Rs cr) 10
Buy Price 32.05
Buy Qty 25.00
Sell Price 0.00
Sell Qty 0.00
OPEN 29.80
CLOSE 30.55
VOLUME 122
52-Week high 50.50
52-Week low 28.40
P/E 65.31
Mkt Cap.(Rs cr) 10
Buy Price 32.05
Buy Qty 25.00
Sell Price 0.00
Sell Qty 0.00

Nam Securities Ltd. (NAMSECURITIES) - Director Report

Company director report

Dear Members

Your Director has pleasure in presenting the 22nd Annual Report of thefinancial year ended 31st March 2016.

FINANCIAL HIGHLIGHTS

Rs. In lacs

Year ended Mar.312016 Year ended Mar.312015
Gross Income 159.96 62.41
Gross Profit before Dep. & I.TAX 28.42 16.92
Depreciation 10.42 8.50
Tax Expense 4.03 2.00
NET PROFIT AFTER TAX 13.97 6.42
Add: Balance b/f from Previous year 15.03 8.61
Less: transfer to General Reserves Nil Nil
Amount carried to Balance Sheet 29.00 15.03

DIVIDEND

During the Year 2015-16 the Board of Directors of the Company has not declareddividend due to ploughing back of the meagre profits made.

TRANSFER TO RESERVES

There is Nil amount Transferred to the Reserves during the year.

MANAGEMENT DISCUSSION AND ANLYSIS REVIEW OF PERFORMANCE

1) The Company recorded revenue of Rs.159.96lacs for the year ended 31stMarch2016 as against Rs. 62.41lacs in the previous year ended 31.03.15

2) The profit before tax at Rs.18.00lacs for the ended 31st March2016 asagainst Rs. 8.42 lacs in the previous year ended 31.03.2015

3) Net profit after tax at Rs.13.97 lacs for the year ended 31st March 2016as against Rs. 6.42lacs in the previous year ended 31.03.2015.

KEY FACTORS WHICH AFFECT THE PERFORMANCE OF THE COMPANY

a. Economic factors like Inflation rate Credit policy GDP growth Trade &

Fiscal deficit b. Political Factors like stability Expansion liberalization and FDI&

Disinvestment Policy framework of the Government.

CAPITAL EXPENDITURE AND FUNDING

i) The Capital expenditure incurred and funded for the year is Rs.9.00lacs

ii) During the year under review your company has not sold/deleted/adjusted anyassets.

OUTLOOK OF THE INDUSTRY & FUTURE PROSPECTS

With major liberalization and expansion policies of the Government and the passage ofGST bill in both the Houses of Parliament your company is hopeful of achieving betterresults in the coming year(s). The Present government has also announced Disinvestment inpublic sector undertakings for the substantial amounts. Many IPO’s has already openedand performed successfully and many more are in the pipeline and all these shall havedirect impact on the performance of your company during the current year.

SUBSIDIARY COMPANY

There is no subsidiary company.

INTERNAL CONTROLS SYSTEMS AND INTERNAL AUDIT

The Company maintains adequate internal Control Systems and the internal audit ishandled by a qualified chartered accountant and his team of subordinates.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted deposits from the public falling withinthe ambit of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.

CEO/CFO CERTIFICATION

The compliance to the requirement of Regulation 17 (8) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 entered with the stock exchanges the managingdirector has submitted to the board a certificate relating to financial statements andother matters as envisaged in the said clause.

EXTRACT OF ANNUAL REPORT

The details forming part of the extract of the Annual Return in Form MGT-9 is appendedas Annexure to the Board’s Report.

DIRECTORS AND THE DETAILS OF MEETINGS HELD

Ms Divya Goyal Director who retires by rotation & being eligible offers herselffor Re-appointment.

The Board met Five times during the financial year the details of which are given Theintervening gap between any two meeting was within the period prescribed by the CompaniesAct 2013

The composition of the board and its four committee(s) and the number of meetings heldduring the period are given in the Corporate Governance Report that forms part of thisAnnual Report.

Formal evaluation of all the directors the board as a whole and the committees wasconducted and was found satisfactory.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annual evaluationof its own performance of the Directors individually. Feedback was sought covering variousaspects of the Board’s functioning such as adequacy of the composition of the Boardand its committees Board Culture execution and performance of specific dutiesobligations and governance and the evaluation was carried out based on responses receivedfrom the directors.

A separate exercise was carried out by the Nomination & Remuneration Committee ofthe Board to evaluate the performance of individual Directors. The performance evaluationof the Non- Independent Directors. The performance evaluation of the Chairman of theCompany was also carried out by the Independent Directors. The Directors expressed theirsatisfaction with the evaluation process.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the companies act 2013 the Directors based on therepresentation received from the operating management conform that:

1. In preparation of the Annual accounts the applicable accounting standards have beenfollowed and there are no material departure from the same;

2. In order to provide a true and fair view of the state of affairs of the Company ason March 31 2016 and the profits for the year ended on that date reasonable and prudentjudgments and estimates have been made and generally accepted accounting policies havebeen selected and consistently applied.

3. For safeguarding the asset of the assets of the Company and preventing and detectingany material fraud and irregularities Partner er and sufficient care has been taken formaintenance of adequate accounting records in accordance with the provisions of the Act;

4. The annual accounts presented to the members have been prepared on a going concernbasis;

5. The directors have laid down internal financial controls to be followed by thecompany and that such controls are adequate and operating effectively; 6. The directorshave devised proper systems to ensure compliance with the provisions of all applicablelaws and those systems are adequately and operating effectively.

CORPORATE GOVERNANCE REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 aseparate section on Corporate Governance report as on 31st March 2016 togetherwith a certificate for compliance of the provisions of Corporate Governance issued byStatutory Auditors as on that date forms an integral part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Business Responsibility Report as per Regulation 34 of the Listing Regulationsdetailing the various initiatives taken by your Company on the environmental social andgovernance front forms as integral part of this report.

KEY MANAGERIAL PERSONAL

Mr. Pradeep Kumar was appointed as the Chief Financial Officer (CFO) of the companywith effect from 21st March 2016. Ms. Deepa Bisht was appointed as the CompanySecretary of the company with effect from 4th March 2016.

AUDITORS AND AUDITOR'S REPORT

STATUTORY AUDITORS:

M/s Raj K Sri & CO. Chartered Accountants were re-appointed as Statutory Auditorsof the company hold office till the conclusion of ensuing Annual General Meeting subjectto the approval of the shareholders each year on such remuneration as may be approved bythe company. In terms of first proviso to Section 139 of the Companies Act 2013 thereappointment of Statutory Auditors is required to be placed for rectification at everyAnnual General Meeting. Accordingly the appointment of M/s Raj K Sri

& Co. Chartered Accountants as Statutory Auditors of the Company for thefinancial year 2016-17 is placed for rectification by the shareholders of the company atthis Annual General Meeting.

In this regard the Company has received a certificate from the Statutory Auditors tothe effect that the rectification of their appointment if made would be in accordancewith the provisions of Section 141 of the Companies Act 2013.

As required under Regulations 33(1) (d) of the Listing Regulations the StatutoryAuditors have confirmed that they have subjected themselves to the peer review process ofthe institute of ICAI and that they hold a valid certificate issued by the Peer ReviewBoard of ICAI.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Sarita Yadav & Associates Company Secretaries Gurgaon as theSecretarial Auditor of the Company to conduct secretarial audit. The Secretarial audit ofthe company has been conducted in respect of the matters as set out in the said rules andhave been provided in the Secretarial Audit Report for the financial year 2015-16 whichis given as an annexure to this report.

There are no qualifications reservations of adverse remarks made by M/s Sarita Yadav& Associates Company Secretaries Secretarial Auditor of the Company in their report.

COST AUDITORS:

The company does not require cost auditor.

ADOPTION OF NEW ARTICLES OF ASSOCIATION OF YOUR COMPANY

During the financial year 2015-16 new Articles of Association of your Company wereadopted in accordance with the provisions of the Companies Act 2013 read with the Rulesissued there under.

DISCLOSURES OF COMMITTEES AND ITS POLICIES

RISK MANAGEMENT POLICY

Pursuant to the requirement of Regulation 17 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has formed a Risk ManagementPolicy. This Policy seeks to create transparency minimize adverse impact on the businessobjectives and enhance the Company’s competitive advantage. The policy defines therisk Management approach across the enterprises at various levels including documentationand reporting. The Risk Management Policy as approved by the Board is uploaded on theCompany Website.

ENVIRONMENT POLICY

The Company has over the years gone beyond the requirements of law in improving theenvironment in the ecosystem that it operates in and it has formalized and adopted aCorporate Environment Policy.

NOMINATION AND REMUNERATION COMMITTEE POLICY

The policy of the Company on Director’s Appointment and remuneration specifyingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub section (3) of the section 178 of the Companies Act2013 adopted by the Board is appended as Board Report. We affirm that the remunerationpaid to the

Directors is as per the terms laid under in the Nomination & Remuneration Policy ofthe Company.

AUDIT COMMITTEE

The Audit Committee comprises of Two Independent Director namely Mr. Ravi Berry andMrs. Rekha Chauhan and one Non- Independent Executive Director Namely Mrs. Kiran Goyal.All the recommendations made by the Audit Committee were accepted by the Board.

STAKEHOLDERS AND INVESTORS GRIEVANCE COMMITTEE

The audit committee comprises of independent directors namely Ravi Berry Rekha Chauhanand Ms. Kiran Goyal(chairman) as other member. All the recommendations made by the saidcommittee were accepted by the board.

VIGIL MECHANISM CUM WHISTLE BLOWER POLICY

The Vigil mechanism of the company which also incorporates a whistle blower policy interms of the listing agreement includes Ethics and Compliance Task Force comprising thesenior executives of the company which works in the line with the best of standards.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS Loans Guarantees and Investmentscovered under Section 186 of the Companies Act 2013 form part of the notes to thefinancial statements provided in this Annual Report.

LISTING AND DEMATERIALISATION OF SHARES

As your company’s shares are listed on BSE Ltd. and is enjoying active status.

Listing Fees for and up to the year 2016-17 has been paid to the stock exchanges.

The ISIN of the company is INE792G01011 and Trading Code on BSE is

538395 with the symbol "NAM".

STAKEHOLDERS INITIATIVES

Your company adheres strictly to all the statutory and other legal compliances. Yourcompany has been one of the first to implement any initiatives for shareholder benefitdirected from SEBI. On occurrence of any event which has a bearing on the share price orotherwise your company intimates the stock exchanges within stipulated period. Yourcompany has in place regulations for preventing and regulating insider trading and hasadhered to a code of conduct and business ethics by which the shareholder is treated atpar with an employee on availability of information about the company. Your company hasbeen prompt and regular in its replies to your queries. Your company also replies withinthe stipulated time to all legal and statutory authorities. The total number of sharesdematerialized as on 31st March 2016 are shares which represent of the sharesof the company.

PARTICULARS OF EMPLOYEES

There is no employee of the company requiring Information as prescribed under section197 of the companies Act 2013 read with the rule 5 of the Companies (appointment andremuneration of managerial personnel) Rules 2014.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related Party Transactions entered during the year were in the ordinary course ofbusiness and on arm’s lenth basis. No material Related Party

Transactions were entered during the year by your Company. Accordingly the disclosureof Related Party Transactions to be provided under section 134 (3)(h) of the CompaniesAct 2013 in form ACO-2 is not applicable.

CORPORATE SOCIAL RESPONSIBILITY

Your company always places greater importance to manage its affairs with highest levelof transparency accountability and integrity and maintain high standards of corporategovernance on sustained basis. Your company is committed to its social responsibilities.However the based on the size & profits made by the company CSR provisions are notattracted.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY OCCURREDBETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT

There is no such change and/or commitment held between the end of the financial yearand the date of Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

There are no significant material orders passed by the Regulators or Courts which wouldimpact the going concern status of the company and its future operations.

INTERNAL FINANCIAL CONTROLS

The company has in place the adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation were observed.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO

The information pursuant to Section 134(m) of the companies Act 2013 read with therule 8 of the Companies (accounts) rules 2014 relating to the Conservation of EnergyTechnology Absorption and Foreign Exchange

Earnings and outgo are implemented to the extent that the company’s electriccircuits are made to order be completely switched off after office hours andair-conditioners and led lightings are replaced with energy savings counter-parts.

Our operations are domestically based so there are no foreign exchange earnings andout-gos.

CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

In accordance with the provisions of SEBI (Prohibition of Insider Trading)

Regulations 2015 your Company has formulated and adopted "Code of Conduct forprevention of Insider Trading" and "Code of practices and procedures for fairdisclosures of Unpublished Price Sensitive Information".

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

The Company is committed to provide a safe and conducive work environment to itsemployees. During the year under review no case of sexual harassment was reported

ACKNOWLEDGEMENTS

Your Directors acknowledge the significant contribution made by the employees of thecompany at all levels towards its overall success. The Directors also take thisopportunity to place on record their appreciation to all stakeholders bankers and Clientsfor their continued support to the company.

PLACE: GURGAON By Order of the Board
Dated: 1st Sept 2016
Sd-
(Kiran Goyal)
Managing Director(DIN:00503357)
Add: C-95 East of Kailash N Delhi-110065