TO THE MEMBERS
Your Directors have pleasure in presenting their 8thAnnual Report togetherwith the Audited Accounts of theCompany for the Year ended March 31 2015.
|Particulars ||Year ended 31st March 2015 ||Year ended 31st March 2014 |
|Turnover ||25762522 ||2561211 |
|Profit/(Loss) before taxation ||388396 ||150933 |
|Less: Tax Expense ||-167537 ||-47799 |
|Profit/(Loss) after tax ||220859 ||103135 |
|Add: Balance B/F from the previous year ||10559168 ||1077659 |
|Balance Profit/ (Loss) C/F to the next year ||15764062 ||10559168 |
The Company recorded a turnover of Rs. 25762522 during the year under review asagainst Rs. 2561211 in the previous year The net profit after tax is Rs. 220859 asagainst a profit of Rs.103135in the previous year.
Your Directors do not recommend any dividend for the year ended 31st March2015 with a view to conserve the resources for future.
AMOUNT TRANSFER TO RESERVE:
Your Directors do not propose any amount to be transferred to the Reserves for the yearended 31st March 2015.
Since the equity share capital of the Company is listed exclusively on the SME Platformof BSE Limited the requirement of corporate governance clause of Listing Agreement is notapplicable to the Company in terms of SEBI circular CIR/CFD/POLICY CELL/7/2014 dated 15thSeptember 2014 and hence the Report on corporate Governance is not applicable to thecompany.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review as stipulatedunder Clause 52 of the SME Listing Agreement with the Stock Exchanges annexed to thisDirectors
Report provides a more detailed review of the operating performance.
Particulars of the Companys Subsidiaries Joint Ventures and Associate Company:
Company does not have any Subsidiaries Joint Ventures or Associate Companies.
Company has not accepted any deposits within the meaning of Section 73 of the companiesAct 2013 and the Companies (Acceptance of Deposits) Rules 2014.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
As a part of the effort to evaluate the effectiveness of the internal control systemsyour Company s internal control system reviews all the control measures on periodic basisand recommends improvements wherever appropriate. The Company has in place adequateinternal control systems and procedures commensurate with the size and nature of itsbusiness. These systems and procedures provide reasonable assurance of maintenance ofproper accounting records reliability of financial information protections of resourcesand safeguarding of assets against unauthorized use. The management regularly reviews theinternal control systems and procedures.
CORPORATE SOCIAL RESPONSIBILITY:
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable to the Company.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:
i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.
ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.
iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv) The directors have prepared the annual accounts on a going concern basis.
v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
In accordance with the provision of section 152(6) and article the Articles ofAssociation of Company Mr. VikramJayantilalLodha will retire by rotation at the ensuingAnnual General Meeting of the Company and being eligible offer himself forre-appointment. The Board recommends his reappointment.
ManjuJayantilalLodhaand BhavinKantilal Gala were appointed as Additional Directorsofthe Company u/s 161 of the Companies Act 2013 w.e.f. 19th June 2015to holdoffice upto the date of ensuing Annual General Meeting. The Company has received a noticeas per the provisions of section 160 (1) of the Companies Act 2013 from a memberproposing their appointment as Directors. The Board of Directors recommends theirappointment as Directors.
Mr. BhavinKantilal Gala was appointed as an Additional Independent Directorof theCompany u/s 161 of the Companies Act 2013 w.e.f. 19th June 2015 to holdoffice upto the date of ensuing Annual General Meeting. The Company has receiveddeclarations from him confirming that he meet the criteria of independence. Mr. AbhishekAshok Shastri and Mr. Paras Thakor Shah were appointed as Additional IndependentDirectors of the Company u/s 161 of the Companies Act 2013 w.e.f. 18th June2014and 20thMarch 2014 respectively to hold office upto the date of ensuingAnnual General Meeting. The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of independenceasprescribed in Section 149(6) of the Companies Act 2013
The Company has received a notice as per the provisions of section 160 (1) of theCompanies Act 2013 from a member proposing their appointment as Independent Director. TheBoard of Directors recommends their appointment as Independent Director.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013 that they meet the criteria of independence laiddown in section 149(6) of the Companies Act 2013 and Clause 52 of the SME ListingAgreement.
Pursuant to the provisions of the Companies Act 2013 and Clause 52 of the SME ListingAgreement the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Appointment &Remuneration Committees.
The Board has on the recommendation of the Appointment & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is available at the website of the Company i.e.naysasecurities.com.
A calendar of Meetings is prepared and circulated in advance to the Directors.
During the year twenty oneBoard Meetings four Audit Committee Meetings oneNomination& Remuneration Committee and one Stakeholder Relationship Committee Meetings wereconvened and held. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.
CHANGES IN SHARE CAPITAL IF ANY:
During the Financial Year 2014-15 the Company has issued 1000000 Shares of Rs. 10/-each at a Premium of Rs. 5/- under Initial Public Offer on SME platform of BSE Limited.
UTILISATION OF IPO FUNDS :
| || ||(Rs.in Lacs) |
|Particulars ||As disclosed in Prospectus dated 24thJune 2014 to be expanded till 31st March 2015 ||Actual Utilisation as on 31st March 2015 |
|Expanding our domestic operation and network of branches ||30.00 ||30.00 |
|Enhancement of margin money maintained with the exchanges ||30.00 ||30.00 |
|General Corporate Purposes ||9.00 ||9.00 |
|Public Issue Expense ||40.00 ||22.27 |
|TOAL ||109.00 ||86.27 |
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Particulars of Loans Guarantees or Investments made under section 186 of thecompanies Act 2013 is furnished in the notes to the Financial Statements.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure 1".
RELATED PARTY TRANSACTION:
All related party transactions that were entered into during the financial year were onarm s length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.Certain transactions which were entered into with relatedparties were described in Form AOC-2 attached as "Annexure 2" and forming partof this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
A] Conservation of Energy Technology Absorption:
Your Company is not a power intensive company even though the Company has taken allmeasures to conserve the energy. Your Company is not using any foreign technology.
B] Foreign Exchange Earning and Outgo:
The Foreign Exchange Earning and Outgo were NIL during the year.
WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism Policy to deal with instance of fraud andmismanagement if any.
In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies in India the Company is committed tothe high standards of Corporate Governance and stakeholder responsibility. The Vigilmechanism Policy ensures that strict confidentiality is maintained whilst dealing withconcerns and also that no discrimination will be meted out to any person for a genuinelyraised concern.
A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013:
No case of sexual harassment was reported during the year.
During the year under review your Company enjoyed cordial relationship with employeesat all levels.
AUDITORS REPORT/ SECRETARIAL AUDIT REPORT:
The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.
As required under section 204 (1) of the Companies Act 2013 the Company has obtained asecretarial audit report. Certain observations made in the report with regard toappointment of woman director which was complied later on and non filing of some formswere mainly due to ambiguity and uncertainty of the applicability of the same for therelevant period. Interest free advances were given prior to the financial year 2014-15 andthe Company is in the process of recovering the same. The company would ensure in futurethat all the provisions are complied with the fullest extent.
The Auditors M/s. M. K. Singhal& Co. Chartered Accountants Mumbai retire at theconclusion of the ensuing Annual General Meeting and are eligible for re-appointment asper section 139 of the Companies Act 2013.
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remunerationof Managerial Personnel) Rules 2014 the company hasappointed M/s. NishantJawasa&Associates Practicing Company Secretary to undertakethe Secretarial Audit of the Company The Secretarial Audit report is annexed herewith asAnnexure 3 to this report.
BUSINESS RISK MANAGEMENT:
Pursuant to section 134 (3) (n) of the Companies Act 2013 &Clause 52 of the SMEListing Agreement thecompany hasconstituted a business risk management committee. Therisk management policy can be viewed at the website of the Company i.e.naysaasecurities.com.
At present the company has not identified any element of risk which may threaten theexistence of the company.
PARTICULARS OF EMPLOYEES:
(A) There were no employees drawing salary exceeding the limits prescribed underSection 197 of the Companies Act 2013 read with Rule 5(2) of the Companies(Appointment andRemuneration of ManagerialPersonnel) Rules 2014
(B) The ratio of the remuneration of each director tothe median employee s remunerationand otherdetails in terms of sub-section 12 of Section 197of the Companies Act 2013 readwith Rule 5(1) ofthe Companies (Appointment and Remunerationof Managerial Personnel)Rules 2014 are formingpart of this report as Annexure - 4.
Material changes affecting the Financial Position of the Company:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.
Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers StateGovernment Local Bodies Customers Suppliers ExecutivesStaff and employees at all levels for their continuous cooperationand assistance.
| ||For and on behalf of the Board of Directors |
| ||Sd/- |
|PLACE: Mumbai ||(Jayantilal Lodha) |
|DATE: 14th August 2015 ||Chairman |
CEO CERTIFICATION To The Board of Directors
Naysaa Securities Limited
I VikramLodha Whole-time Director of Naysaa Securities Limited hereby certify that:
(a) I have reviewed financial statements and the cash flow statement for the year ended31st March 2015 and that to the best of their knowledge and belief:
(i) these statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading; (ii) these statementstogether present a true and fair view of the company s affairs and are in compliance withexisting accounting standards applicable laws and regulations.
(b) There are to the best of their knowledge and belief no transactions entered intoby the company during the year which are fraudulent illegal or volatile of the company scode of conduct.
(c) I accept responsibility for establishing and maintaining internal controls forfinancial reporting and that I have evaluated the effectiveness of internal controlsystems of the company pertaining to financial reporting and I have disclosed to theauditors and the Audit Committee deficiencies in the design or operation of such internalcontrols if any of which I am aware and the steps I have taken or propose to take torectify these deficiencies.
(d) I have indicated to the auditors and the Audit committee
(i) significant changes in internal control over financial reporting during the year;
(ii) significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements; and
(iii) instances of significant fraud of which I have become aware and the involvementtherein if any of the management or an employee having a significant role in the companys internal control system over financial reporting.
| ||Sd/- |
|Place: Mumbai ||VikramLodha |
|Date: 14th August 2015. ||Whole-time Director |