NCC Finance Limited
Your Directors present the 23rd Annual Report together with Audited Statement ofAccounts of the Company for the year ended March 312017.
|Particulars ||2016-2017 ||2015 -2016 |
|Gross Income ||7.27 ||1.08 |
|Profit / (Loss) before interest depreciation and tax ||2.38 ||(4.09) |
|Interest ||- ||- |
|Profit / (Loss) before depreciation & tax ||2.38 ||(4.09) |
|Depreciation ||- ||- |
|Profit / (Loss) before Tax ||2.38 ||(4.09) |
|Provision for Tax ||- ||- |
|Profit / (Loss) After Tax ||2.38 ||(4.09) |
|Balance of loss b/f from previous year ||(595.67) ||(591.58) |
|Accumulated Loss ||(593.29) ||(595.67) |
The profits earned by the Company or not sufficient to recommend dividend for the yearended 31-3-2017.
Review of operations:
During the year your Company has earned a gross income of '7.27 lakhs (previous year'1.08 lakhs) which has resulted in net profit of '2.38 lakhs. The company is exploringvarious alternatives available for restructuring its business.
Material changes and commitments affecting the financial posting of the Company.
There are no Material Changes and Commitments affecting the financial position of theCompany which occurred between the end of the financial year to which the financialstatements relate and the date of this Report.
Directors' responsibility statement
Pursuant to the provisions of Section 134(5) of the Companies Act 2013 your Directorsconfirm as under:
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) We have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitand loss of the Company for that period;
(c) We have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
(d) The annual accounts have been prepared on a going concern basis; and
(e) The Company had laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.
(f) We have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively
Particulars of Holding Subsidiary and Associate
The Company has no Holding Subsidiary & Associate
During the year the Company has not accepted any Deposits.
Conservation of Energy Technology absorption and Foreign Exchange earnings and outgo:
The Company did not have any activities either relating to Conservation of Energy orTechnology Absorption and therefore the provisions relating to Conservation of Energy orTechnology Absorption are not applicable. The Company did not have any foreign exchangeearnings and foreign exchange outgo during the year under review.
Particulars if loans guarantees or investments under Section 186
Pursuant to the provisions of Section 186 of the Companies Act 2013 read withCompanies (Meetings of Board and its Powers) Rules 2014 the Company has not made anyloans guarantees investments during the financial year ended March 312017.
Particulars of contract or arrangement with Related parties
The Company has not entered into any related party transactions during the financialyear 2016-17.
Smt. Raja Kalidindi Deepthi Director (DIN 01106956) retires by rotation at theconclusion of the forthcoming Annual General Meeting and being eligible offers herself forre-appointment.
The Independent Directors have submitted the declaration of independence pursuant tosection 149(7) of the Companies Act 2013 stating that they meet the criteria ofindependence as provided in sub-section(6) of section 149 of the Companies Act 2013.
Key Managerial Personnel
Sri. P.Jayaprasad CFO and Smt. Pooja Baheti Company Secretary are the key ManagerialPersonnel of the Company in accordance with the provisions of the Section 2(51) 203 ofthe Companies Act 2013.
Meetings of Board of Directors
During the Financial year the Board has met 27th May 2016 11th August 2016 14thNovember 2016 and 14th February 2017.
Composition of Audit Committee
The Company has constituted the Audit Committee and which comprises of Sri Y D MurthyChairman of the Committee Sri M Peddi Raju and Sri A G K Raju Members of the Committee.
Nomination and Remuneration Committee
The Company has Nomination and Remuneration Committee comprising of three Directorsviz. Sri A G K Raju (Chairman of the Committee) and Sri M Peddi Raju and Sri Y D Murthy.
Composition of Stakeholders Relationship Committee
The Company has constituted the Stakeholders Relationship Committee comprises of Sri AG K Raju (Chairman of the Committee) and Sri M Peddi Raju as the member of the Committee
Whistle Blower Policy / Vigil Mechanism
Pursuant to Section 177 of the Companies Act 2013 and the Rules framed there underthe Company has established a mechanism through which all the stakeholders can report thesuspected frauds to the appropriate authority. The Whistle Blower Policy which has beenapproved by the Board of Directors of the Company has been posted on the website of theCompany (http://www.nccfinanceltd.com)
Extract of Annual Return
The Extract of Annual Return of the Company in Form MGT- 9 for the Financial Year endedMarch 31 2017 is enclosed - Annexure -1 and forms part of the Directors Report.
Comments of Auditors
The observations/comments made by the auditors in their report attached have beensuitably clarified/explained the Directors state as follows:
In order to overcome the current situation and put the company back on successfultrack the company is exploring alternative business opportunities. The Company has alsotaken necessary steps to recover the dues outstanding from defaulting clients.
Secretarial Audit Report
As per the provisions of the Section 204(1) of the Companies Act 2013 the Company hasappointed M/s. BS & Company Company Secretaries LLP to conduct Secretarial Audit ofthe records and documents of the Company The Secretarial Audit Report for the FinancialYear ended March 31 2017 in Form No MR-3 is annexed to the Directors Report as Annexure- 2 and forms part of this Report. The company has limited operations and is in theprocess of restructuring of its business.
Statement of particulars as per Rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rule 2014.
No remuneration has been paid to the Directors of the Company
Pursuant to the Regulation 15 (2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company is exempted from furnishing CorporateGovernance Report.
Evaluation of performance of the Board Members of the Board and the Committees of theBoard of Directors.
The Nomination and Remuneration Committee has laid down criteria for performanceevaluation of Directors Board level Committees and the Board as a whole and also theevaluation process for the same.
Policy on Sexual Harassment
The Company has adopted policy on prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (preventionProhibition and Redressal)Act2013. The Company has not received any complaints under thepolicy.
Reporting of Frauds by the Auditors
During the period under review there were no frauds reported to the Central Governmentunder Section 143(12) of the Companies Act 2013 by your Auditors.
Corporate Social Responsibility Policy
As the provisions of Section 135 of the Act are not applicable your Company is notrequired to constitute a CSR Committee and develop and implemented any Corporate SocialResponsibility policy.
At present the Directors of the Company are not paid any remuneration.
Details of Adequacy of Internal Financial Controls
The Company is well equipped with adequate internal financial controls. The Company hasa continuous monitoring mechanism which enables the organisation to maintain the standardsof the control systems in taking corrective actions on timely basis.
Significant & Material orders passed by the regulators
No significant and material orders were passed during the year by the regulators
Statutory Auditors and their report
The term of the existing Statutory Auditors of the Company viz. M/s. M. Bhaskara Rao& Co. Chartered Accountants (Firm Registration No. 000459S) will conclude at the endof the 23rd
Annual General Meeting being held of 27th September 2017. Subject to the approval ofthe members of the Company at the forth coming Annual General Meeting of the Auditcommittee of the Board is proposed to appoint M/s. K P Rao & Co. CharteredAccountants (Registration No. 003135S) as the Statutory Auditors of the Company for a termof five years i.e. form the conclusion of the 23rd Annual General Meeting the concluationof the 28th Annual General Meeting of the Company to be held in the Year 2022 on suchterms of remuneration a may be mutually discussed and agreed between the StatutoryAuditors and the board / Members of the Company. The appointment of the said Statutoryauditors for the F.Y. 2018-19 to F.Y. 2021-22 if approved by the members of the Company atthe forthcoming AGM is subject to their ratification at the Annual General Meetings to beheld for FY 2017-18 to 2020-21. The Company has received from the proposed StatutoryAuditors the necessary declarations / disclosures u/s 139 141 of the Companies Act 2013red with the rules framed there under and also a confirmation that their firm has beensubjected to Peer Review Process of the Institute of Chartered Accountants of India andholds a valid certificate issue by the Peer Review board of the ICAI.
The Independent Auditors' Report to the Members of the Company on the Stand AloneFinancial Statements for the Financial Year ended March 31 2017 does not contain anyqualification(s) or adverse observations.
The Board places on record its sincere appreciation of the services rendered by M/s. M.Bhaskara Rao & Co. Chartered Accountants during their tenure as the StatutoryAuditors of the Company.
Your Directors wish to place on record their sincere appreciation and gratitude to theCompany's Bankers and Shareholders of the company and look forward for the same in greatermeasure.
| ||For and on behalf of the Board |
|Place : Hyderabad ||A G K RAJU ||Y D MURTHY |
|Date : 30-05-2017 ||Director ||Director |
| ||(DIN NO.00019100) ||(DIN NO.00031837) |