Your directors have pleasure in presenting this 23rd Annual Report togetherwith the Audited Financial Statements of your Company for the year ended March 31 2017.
FINANCIAL HIGHLIGHTS (Figures in Rs.Lacs)
|Particular ||Year ended 31st March 2017 ||Year ended March 31st 2016 |
|Gross Income ||205.86 ||159.96 |
|Gross Profit before Dep. & TAX ||31.85 ||28.42 |
|Depreciation ||10.50 ||10.42 |
|Net Profit before Tax ||21.35 ||18.01 |
|Tax Expense ||5.91 ||4.04 |
|NET PROFIT AFTER TAX ||15.44 ||13.97 |
|Add: Balance b/f from Previous year ||29.00 ||15.03 |
|Less: transfer to General Reserves ||Nil ||Nil |
|Amount carried to Balance Sheet ||44.44 ||29.00 |
MANAGEMENT DISCUSSION AND ANALYSIS REVIEW OF PERFORMANCE
1) The Company recorded revenue of Rs.205.86 Lakhs for the year ended 31stMarch2017 as against Rs. 159.96 Lakhs in the previous year ended 31.03.16
2) The profit before tax at Rs.21.35 Lakhs for the ended 31st March2017 asagainst Rs. 18.01 Lakhs in the previous year ended 31.03.2016 and the Net profit after taxat Rs. 15.44 Lakhs for the year ended 31st March 2017 as against Rs. 13.97Lakhs in the previous year ended 31.03.2016. TRANSFER TO RESERVES: Nil amount istransferred to General Reserve DIVIDEND:Your Board has deferred for the time beingthe decision to recommend any Dividend for the Financial Year 2016-17.
KEY FACTORS WHICH AFFECT THE PERFORMANCE OF THE COMPANY a. Economic factors likeInflation rate Credit policy GDP growth Trade & Fiscal deficit b. Political Factorslike stability Expansion liberalization and FDI & Disinvestment Policy framework ofthe Government.
CAPITAL EXPENDITURE AND FUNDING
1. The Capital Expenditure incurred and funded for the year is Rs. 5.43 Lakhs
2. During the year under review your company has not sold/deleted / adjusted anyassets.
Equity shares of the Company are being traded on Bombay Stock Exchange. The paid upshare Capital as on 31st March 2017 was Rs. 30501000/- consisting of3050100 equity share of Rs. 10/- The company has neither issued shares withdifferential voting rights nor sweat equity shares.
OUTLOOK OF THE INDUSTRY & FUTURE PROSPECTS
With major liberalization and expansion policies of the Government and with theenforcement of GST your company is hopeful of achieving better results in the comingyear(s). The Present government has also announced Disinvestment in public sectorundertakings for the substantial amounts. Many IPO's has already opened and performedsuccessfully and many more are in the pipeline and all these shall have direct impact onthe performance of your company during the current year. SUBSIDIARY COMPANY: Thereis no subsidiary company.
INTERNAL CONTROLS SYSTEMS AND INTERNAL AUDIT
The company maintains adequate internal control system and the internal audit ishandled by a qualified Chartered Accountant and his team of subordinates.
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.
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 RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 is appendedas Annexure to the Board's Report.
Mr. Ashwani Goyal (DIN 00502989) was appointed as the additional director now beingregularized as the Director subject to the shareholder's approval in ensuing AGM. Inaccordance with the provisions of the Companies Act 2013 Ms. Divya Goyal Director (DIN:01995354) retire by rotation at the ensuing AGM and she being eligible has offeredherself for re-appointment. The brief resume of Directors seeking appointment/reappointment is given in the Notice of AGM. The Board met nine times during the financialyear the details of which are given the intervening gap between any two meeting waswithin the period prescribed by the Companies Act 2013. The Composition of the Board andits four committees(s) and the number of meeting held during the period are given inCorporate Governance Report that forms part of this Annual Report. Formal evaluation ofall the directors the board as a whole and the committees was conducted and was foundsatisfactory.
EVALUATION OF BOARD PERFORMANCE
Pursuant to the provisions of the Companies Act 2013 and the corporate governancerequirements as prescribed by Securities and Exchange Board of India ("SEBI") asper applicable provisions of SEBI (Listing Obligation and Disclosure requirements)Regulations 2015 the Board of Directors has carried out an annual evaluation of its ownperformance Board committees and individual directors. The performance of the Board wasevaluated by the Board after seeking inputs from all the directors on the basis of thecriteria such as the diversity of the Board effectiveness of the board processesinformation and functioning etc. The performances of the committees were evaluated by theBoard after seeking inputs from the committee members on the basis of the criteria such asthe composition of committees and effectiveness of the committee meetings etc. Theperformance of the individual directors was reviewed on the basis of the criteria such ascontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.The performances of non-independent directors Board as a whole andof the Chairman were evaluated in a separate meeting of Independent Directors after takinginto account the views of executive directors and non-executive directors
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5) of the Companies Act 2013 yourDirectors herby state and confirm that: (a) In the preparation of the annual accountsthe applicable accounting standards had been followed along with proper explanationrelating to material departures if any; (b) The directors had selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany as at 31st march 2017 and of the profit and loss of the Company forthat period. (c) The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; (d) The directors had prepared the annual accounts on a goingconcern basis; (e) The directors had laid down internal financial controls to be followedby the company and that such internal financial controls are adequate and were operatingeffectively; and (f) The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
CORPORATE GOVERNANCE REPORT
As per SEBI(Listing Obligations and Disclosures Requirements) Regulation 2015 aseparate section on Corporate Governance Report as on 31st March 2017 togetherwith a certificate for compliance of the provision 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 Regulationdetailing the various initiative taken by your company on the environment social andgovernance front forms as integral part of this Report.
KEY MANAGERIAL PERSONNEL
The following persons are Whole-Time Key Managerial Personnel (KMP') of theCompany in terms of provisions of Section 203 of the Companies Act 2013: a)Ms. KiranGoyal-Managing Directorb)Divya Goyal-Directorc)Mr. Pradeep Kumar-Chief FinancialOfficerd)Nandita Singh-CS
AUDITORS AND AUDITORS 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 there-appointment of Statutory Auditors is required to be placed for ratification at everyAnnual General Meeting. Accordingly the appointment of M/s Raj K Sri & Co. Chartered
Accountants as Statutory Auditors of the Company for the financial year 2017-18 isplaced for rectification by the shareholders of the company at this Annual GeneralMeeting.
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 underRegulations 33(1) (d) of the Listing Regulations the Statutory Auditors have confirmedthat they have subjected themselves to the peer review process of the institute of ICAIand that they hold a valid certificate issued by the Peer Review Board of ICAI.
Pursuant to the provision of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board has appointedM/s Sarita Yadav & Associates Company Secretaries as the Secretarial Auditorto conduct Secretarial Audit for the financial year 2016-17. The Secretarial audit of thecompany has been conducted in respect of the matters as set out in the said rules and havebeen provided in the Secretarial Audit Report for the financial year 2015-16 which isgiven as an annexure to this report.There are no qualifications reservations of adverseremarks made by M/s Sarita Yadav & Associates Company Secretaries SecretarialAuditor of the Company in their report COST AUDITOR :The company does not requirecost auditor.
ADOPTION OF NEW ARTICLES OF ASSOCIATION OF YOUR COMPANY
During the financial year 2016-17 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 the riskManagement approach across the enterprises at various levels including documentation andreporting. The Risk Management Policy as approved by the Board is uploaded on the CompanyWebsite.
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 & RemunerationPolicy of the Company.
COMPANY POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FORDETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE.
The Company has adequate policy for appointment and remuneration ot its Directors Themanaging Director whole time Director / executive director are appointed taking intoaccount their skills knowledge personal and professional ethics and doesn't not appointany person as a director of the who a) Is below th age of twenty one year orhas attained the age of seventy years. b) Is an un discharged insolvent or has at any timebeen adjudged as an insolvent c) Has at any time suspended payment to his creditors ormakes. Or has at any time made a composition with them or d) Has at any time beenconvicted by a court an offence and sentenced for a period of more than six months. Theirterm and condition of such appointment and remunerations payable are approved by the Boardof Director at a meeting subject to approval of the shareholders at the next generalmeeting of the Company and the Central Government. The Nomination and RemunerationCommittee has laid down the evaluation criteria for performance evaluation of IndependentDirectors. The performance evolution of Independent directors is done by the entire Boardof Directors (excluding the director being evaluated). On the basis of the report ofperformance evaluation its determined whether to extend or continue the term ofappointment of the Independent director.
AUDIT COMMITTEE:The Audit Committee comprises of Two Independent Director namelyMr. Ravi Berry and Mrs. Rekha Chauhan and one Non- Independent Executive Director NamelyMrs. Kiran Goyal. All the recommendations made by the Audit Committee were accepted by theBoard.
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 &Compliance Task Force comprisingSenior executives of the companywhich works in the line with the best of standards.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENT
Details of Loans Guarantees and Investment covered under the provision of section 186of the Companies Act 2013 are given in the notes to the Financial Statements.
LISTING AND DEMATERIALISATION OF SHARES
As your company's shares are listed on BSE Ltd. and is enjoying active status. ListingFees for and up to the year 2017-18 has been paid to stock exchanges.ISIN of the Co. isINE792G01011 and Trading Code on BSE is 538395 with the symbol "NAM".
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.Total number of sharesdematerialized as on Mar.312017 are shares which represent of the shares of 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 length basis. No material Related Party Transactions were enteredduring the year by your Company. Accordingly the disclosure of Related Party Transactionsto be provided under section 134 (3)(h) of the Companies Act 2013 in form ACO-2 is notapplicable
CORPORATE SOCIAL RESPONSIBILITY
According to the provisions of section 135 of the Companies Act 2013 the Company doesnot need to constitute a Corporate Social Responsibility Committee. Your Directors haveimmense pleasure in sharing that the Company has always been earnest for contributingtowards the betterment of society. The company strives to achieve a fine balance betweensocial environment and economic benefits to the communities in which it operates.
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 date of Report.
SIGNIFICANT AND MATERIAL AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT.
There are no significant and material changes by any of regulators court of law ortribunals impacting the going concern status of the company or impacting its operations infuture.
INTERNAL FINANCIAL CONTROLS
The Company has in place an established internal control system to ensure properrecording of financial & operational information compliance of various internalcontrols and other regulatory/statutory compliances. All Internal Audit findings andcontrol systems are periodically reviewed by the Audit Committee of the Board ofDirectors which provides strategic guidance on Internal Controls.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO
The information relating to conservation of energy technology absorption and foreignexchange earnings and outgo as required under Section 134(3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is not applicable as atpresent. Your company does not have foreign business operation.
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
CODE OF CONDUCT
The Code of Conduct laid down by Board is in operation in the Company. All Board Memberand senior management personnel have affirmed the compliance with the code. Thedeclaration to this effect is enclosed to the Corporate Governance Report.
PREVENTION OF INSIDER TRADING
Pursuant to the provision of the SEBI (Prohibition of Insider Trading) Regulations2015 and to prevent Insiders from procuring communicating providing or allowing accessto unpublished price sensitive information unless required for discharge duties theCompany has formulated and adopted within the prescribed time-limits the code of Conduct("the code") for regulating monitoring and reporting of trading by insiders.The company has received an affirmation for compliances with Code from all thedesignated persons as defined in the code. ACKNOWLEDGEMENT
The Directors wish to acknowledge and thank the Central and State Governments and allregulatory bodies for their continued support and guidance. The Directors thank theshareholders customers business associates Financial Institutions and Banks for thefaith reposed in the Company and its management. The Directors place on record their deepappreciation of the dedication and commitment of your Company's employees at all levelsand look forward to their continued support in the future as well.
| || ||For and on Behalf of the Board of Director |
| || ||For NAM Securities Limited |
| ||Sd/- ||Sd/- |
| ||Divya Goyal ||Kiran Goyal |
|Date : 30.08.2017 ||Director ||Managing Director |
|Place: Gurugram ||DIN: 01995354 ||DIN:00503357 |