NCC Finance Limited
Your Directors present the 22nd Annual Report together with Audited FinancialStatements of the Company for the year ended March 31 2016.
FINANCIAL RESULTS Rs. (in Lakhs)
|Particulars ||2015-2016 ||2014-2015 |
|Gross Income ||1.08 ||4.11 |
|Profit / (Loss) before interest depreciation and tax ||(4.09) ||0.48 |
|Interest ||- ||- |
|Profit / (Loss) before depreciation & tax ||(4.09) ||0.48 |
|Depreciation ||- ||- |
|Profit / (Loss) before Tax ||(4.09) ||0.48 |
|Provision for Tax ||- ||- |
|Profit / (Loss) After Tax ||(4.09) ||0.48 |
|Balance of loss b/f from previous year ||(591.58) ||(592.06) |
|Accumulated Loss ||(595.67) ||(591.58) |
In view of the loss su_ered by the company your Board regrets its inability torecommend dividend for the year ended 31-3-2016.
REVIEW OF OPERATIONS:
During the year your Company has earned a gross income of Rs.1.08 lakhs (previous yearRs.4.11 lakhs) and net loss of Rs.4.09 lakhs. The company is considering variousalternatives available for restructuring its business.
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;
(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 suficient 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
PARTICUALRS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES -
The Company has no Subsidiary &Associate Companies
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 OF LOANS GUARANTEE 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 31 2016.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
The Company has not entered into any related party transactions during the financialyear 2015-16
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY.
There are no material changes and commitments a_ecting the financial position of thecompany during the financial year 2015-16
Sri A G K Raju Director (DIN 00019100) retires by rotation at the conclusion of theforthcoming Annual General Meeting and being eligible offers himself for re-appointment.During the year Smt. S R K Deepthi (DIN 01106956) was appointed as an Additional Directorof the Company.
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.
MEETINGS OF BOARD OF DIRECTORS
The Board met six times during the Financial Year i.e. on 1st April 2015 20th May2015 10th August 2015 30th September 2015 13th November 2015 and 12th February 2016.All the members of the Board were present for the said meetings.
The Company has constituted the Audit Committee comprises of Sri Y D Murthy Chairmanof the Committee Sri M Peddi Raju and Sri A G K Raju Members of the Committee.
The Committee met four times during the Financial Year i.e. on 20th May2015 10thAugust2015 13th November2015 and 12th February2016.All the members of the Committeewere present for the said meetings.
NOMINATION AND REMUNERATION COMMITTEE
The Company has Nomination and Remuneration Committee comprising of three Directorsviz. Sri A G K Raju (Chairman of the Committee) Sri M Peddi Raju and Sri Y D Murthy.
The Company has not met during the Financial year since no Remuneration was paid toDirectors.
Whistle Blower Policy/Vigil Mechanisam
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)
The Company has established Enterprise Risk Management process which is a holisticintegrated and structured approach to manage risks with the objective of maximizingshareholders value
Extract of Annual Return
The Extract of Annual Return of the Company in Form MGT-9 for the Financial Year endedMarch 31 2016 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 thecurrent situation and put the company back on successful track the company is exploringalternative business opportunities. The Company has also taken necessary steps to recoverthe 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 2016 in Form No MR-3 is annexed to the Directors Report as Annexure- 2 and forms part of this Report.
"As the business activity(s) carried on by the company have met challenges theCompany notwithstanding the e_orts put in had faced dificulty in recruiting a qualifiedCompany Secretary. The Company has however availed the services of external professionalfor ensuring due compliance of the applicable laws and regulations.
Statement of particulars as per Rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rule 2014
No remuneation is paid to Managerial Personnel 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)Act 2013. The Company has not received any complaints under thepolicy.
Your Directors wish to place on record their sincere appreciation and gratitude to theCompanys Bankers and Shareholders of the company and look forward for the same ingreater measure.
| ||For and on behalf of the Board || |
|Place : Hyderabad ||A G K RAJU ||M P RAJU |
|Date: 27-05-2016 ||Director ||Director |
| ||(DIN No. 00019100) ||(DIN No. 01516288) |