NDA Securities Ltd.
|BSE: 511535||Sector: Financials|
|NSE: N.A.||ISIN Code: INE026C01013|
|BSE LIVE 15:14 | 11 Oct||9.31||
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
NDA Securities Ltd. (NDASECURITIES) - Director Report
Company director report
Your Board of Directors has immense pleasure in presenting the 24thAnnual Report ofyour Company along with the Audited Financial Statements for the Financial Year ended on31st March 2016. Further in compliance with the Companies Act 2013 the Company has madeall requisite disclosures in this Board Report with the objective of accountability andtransparency in its operations to make you aware about its performance and futureperspective of the Company.
INFORMATION ON STATE OF THE COMPANY AFFAIRS
The Company had started its journey by acquiring the membership in National StockExchange as soon as it came into existence in the year 1994 and held Category-1 MerchantBanking license till 1998.
In the year 1994 we came out with a public issue which was a success. We are amongthe first broking houses of Northern India to go public. Our share is presently listed atBombay Stock Exchange.
The company has diversified its business in due course of time and rendering allfinancial services under one roof with the help of its subsidiaries as on date. All theproducts services different segments including performance and business environmentthereof have been covered in detail in the Management Discussion and Analysis Reportseparately which is the part of this Board Report.
1. FINANCIAL STATEMENT
Due to insufficiency ofprofit your company regrets its inability to recommend paymentof any dividend.
3. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
As on 31st March 2016 following 2 Companies are the subsidiaries of the Company:
1. M/s NDA Commodity Brokers Private Limited
2. M/s NDA Share Brokers Limited
Pursuant to the provisions of Section 129 (3) of the Companies Act 2013 your Companyhas prepared Consolidated Financial Statements of the Company which forms part of thisAnnual Report. Further a statement containing salient features of Financial Statements ofthe Subsidiaries in the prescribed format AOC-1 pursuant to Section 129 (3) of theCompanies Act 2013 is annexed as "Annexure-D" to this Report.
In accordance with the provisions of Section 136 of the Companies Act 2013 theAudited Financial Statements the Consolidated Financial Statements and the relatedinformation of the Company and the Audited Accounts of the Subsidiary are available on ourwebsite i.e. www.ndaindia.com.
4. AMOUNT TRANSFERRED TO RESERVES
The Company has not transferred any amount to reserves.
5. DIRECTORS RESPONSIBILITY STATEMENT:
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and the reviews performed by the Management and the relevant BoardCommittees including the Audit Committee the Board is of the opinion that the Companyinternal financial controls were adequate and effective during the financial year 2015-16.
Accordingly pursuant to Section 134(5) of the Companies Act 2013 Directors of yourCompany hereby state and confirm that:
a) In the preparation of the annual accounts for the year ended 31st March 2016 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;
b) They had 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 ended 31st March2016 and of the profit/loss of the company for the same period;
c) They had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) They had prepared the annual accounts on a going concern basis;
e) They had laid down internal financial controls in the company that are adequate andwere operating effectively.
f) They had devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.
6. AUDIT OBSERVATIONS
Auditors observations are suitably explained in notes to the Accounts and areself-explanatory.
7. AUDITORS OF THE COMPANY
i) Statutory Auditors:
At the Annual General Meeting held on September 29 2014 M/s Gupta Rustagi &Agarwal Chartered Accountants (ICAI Registration Number- 008084N) were appointed asstatutory auditors of the Company for a period of 3 years viz. till the conclusion of25th Annual General Meeting. In terms of the first proviso to Section 139 of the CompaniesAct 2013 the appointment of auditors shall be placed for ratification at every AnnualGeneral Meeting. Accordingly the appointment of M/sGupta Rustagi & Agarwal CharteredAccountants as statutory auditors of the Company is placed for ratification by theshareholders. In this regard the Company has received a certificate from the auditors tothe effect that if they are reappointed it would be in accordance with the provisions ofSection 141 of the Companies Act 2013.
ii) Secretarial Audit :
Mr. NitinJaiswal Practicing Company Secretary was appointed in the Board Meeting heldon 28.07.2016 to conduct the Secretarial Audit of the Company for the financial year2015-16 in place of Ms.Neha who resigned on 02.07.2016 for not conducting SecretarialAudit of the Company due to her personal reasons. According to the provision of section204 of the Companies Act 2013 read with Rule 9 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Secretarial Audit Report submittedby Company Secretary in Practice is enclosed as a part of this report at Annexure-A.
iii) Internal Auditor :
The company has appointed M/s Ashutosh Gupta & Co. Chartered Accountants asInternal Auditor of the Company.
8. EXTRACT OF ANNUAL RETURN
In compliance with the provisions of Section 92 (3) Section 134 (3) (a) and Rule 11 ofThe Companies (Management and Administration) Rules 2014 the extract of the AnnualReturn have been annexed with this Board Report in Form- MGT-9as Annexure-B.
9. NUMBER OF BOARD MEETINGS
There were seven meetings of the Board of Directors held during the financial year2015-16. Details of each meeting of the Board of Directors have been provided underCorporate Governance Report which forms part of Annual Report.
10. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THECOMPANIES ACT 2013
Presently the Company have three Independent Directors namely Mr. Uma Shanker GuptaMr. Lalit Gupta and Mr. Ram Kishan Sanghi who have given declaration that they meet theeligibility criteria of Independence as provided in sub-section (6) of Section 149 of theCompanies Act 2013.
11. BOARD EVALUATION
In line with the requirement of Regulation 25 (3) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a meeting of the Independent Directors of theCompany was held on 11th February 2016 wherein the performance of the non- independentdirectors was evaluated.
The Board based on the recommendation of the Nomination and Remuneration Committeeevaluated the effectiveness of its functioning and that of the Committees.
The aspects covered in the evaluation included the contribution to and monitoring ofCorporate Governance practices participation in the long- term strategic planning andfulfilment of Directors obligations and fiduciary responsibilities including but notlimited to active participation at the Board and Committee meetings.
12. KEY MANAGERIAL PERSONNEL
Following officials are appointed as the Key Managerial Personnel ( Rs. KMP Rs. ) ofthe Company:-
Mr. Sanjay Agarwal- Managing Director
Mrs. Deepti Agarwal- Whole Time Director
Mr. Arun Kumar Mistry- Chief Financial Officer*.
Ms. Vanshika Rastogi- Company Secretary
*Ms. Megha Khatri Chief Financial officer (CFO) of the Company resigned on 14.12.2015and Mr. Arun Kumar Mistry was appointed in her place as Chief Financial Officer (CFO) on31.12.2015.
13. FIXED DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
14. CHANGE IN SHARE CAPITAL
There is no change in share capital of the Company during the financial year 2015-16.
15. CHANGE IN THE NATURE OF BUSINESS
There is no change in nature of business of the Company during the financial year2015-16.
16. MANAGEMENT DISCUSSION AND ANALYSIS
A comprehensive Management Discussion and Analysis Report which is enclosed forming apart of the Board Report.
17. CORPORATE GOVERNANCE
Pursuant to Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis Corporate Governance ReportAuditors Certificate regarding compliance with conditions of Corporate Governance are madea part of this Annual Report.
In compliance with the above regulation the Managing Director declaration confirmingcompliance with the Code of Conduct has been made part of this report.
Mrs. Deepti Agarwal Whole- Time Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible offers herself for re-appointment.
19. RELATED PARTY TRANSACTIONS
There were no related party transactions during the financial year 2015-16.
20. AUDIT COMMITTEE
The Audit Committee of the Company comprises 3 Independent Directors of the Company.These are Mr. Uma Shanker Gupta Mr. Lalit Gupta and Mr. Ram Kishan Sanghi.
Mr. Lalit Gupta is the Chairman of the Committee.
All recommendations made by the Audit Committee were accepted by the Board during theFY- 201516.
21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
22. PREVENTION OF INSIDER TRADING
Pursuant to the SEBI (Prohibition of Insider Trading) Regulations 1992 the Code ofConduct for Prevention of Insider Trading and Code of Corporate Disclosure Practices is inplace. The objective of the Code is to prevent purchase and / or sale of shares of theCompany by an insider on the basis of unpublished price sensitive information. Under thisCode Designated persons (Directors Advisors Officers and other concerned employees /persons) are prevented from dealing in the Company shares during the closure of TradingWindow. To deal in securities beyond specified limit permission of Compliance Officer isalso required. All the designated employees are also required to disclose relatedinformation periodically as defined in the Code. Directors and designated employees whobuy and sell shares of the Company are prohibited from entering into an oppositetransaction i.e. sell or buy any shares of the Company during the next six monthsfollowing the prior transactions. Directors and designated employees are also prohibitedfrom taking positions in the derivatives segment of the Company shares. The aforesaid Codeis available at the website of the Company www.ndaindia.com.
23. VIGIL MECHANISM
The Company has adopted Vigil Mechanism policy that provides a mechanism for all theDirectors and employees of the Company to report concerns of any unethical conductviolation of law or regulations or suspected fraud.
In this regard the Company has formulated a Whistle Blower Policy which is uploadedon the website of the Company. This policy has adequate safeguards against victimisationof the whistle blower and ensures protection of the whistle Blower identity.
The Company has adopted a code of Conduct which is uploaded on the website of theCompany.
24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company is in line with the requirement of the Sexual Harassment of Women atworkplace (Prevention Prohibition and Redressal) Act 2013. The Internal ComplaintsCommittee is in place to redress complaints received regarding sexual harassment. Allemployees (permanent contractual temporary trainees etc.) are covered under thispolicy.
The following is a summary of sexual harassment complaints received and disposed ofduring the year 2015-16:
No. of complaints received- NIL
No. of complaints disposed of: NIL
25. REMUNERATION POLICY
The Company has in place a Remuneration Policy for the Directors Key ManagerialPersonnel and other employees pursuant to the provisions of the Section 178 of theCompanies Act 2013 and Regulation 19(4) & Schedule II Part D (A) of SEBI (ListingObligations and Disclosure Requirements) 2015.
The policy is available at the website of the Company i.e.
26. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975.
The Ratio of Remuneration of Each Director Chief Financial Officer Company Secretaryof the Company for the FY-2015-2016 is annexed at Annexure- C.
27. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable to the Company.
28. ANNUAL LISTING FEE
The Company has paid the Annual listing fees for the financial year 2016-17 to BSE LTD.
29. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO
During the period under review there was no energy conservation technologyabsorptionand foreign exchange earnings and outgo.
30. MATERIAL AND SIGNIFICANT ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There have been no significant and material orders passed by any regulators or courtsor tribunals impacting going concern status of the Company and its future operations.
31. RISK MANAGEMENT
The Company has in place a mechanism to inform the Board about the Risk Assessment andminimisation procedures and periodical review to ensure that risk is controlled by meansof a properly defined framework. In the Board view there are no material risks which maythreaten the existence of the Company.
Your Directors wish to place on records their sincere appreciation to all the Employeesof the Company for their untiring efforts efficient work management loyal servicescommitment and dedication that developed the culture of professionalism. Your Directorsalso thank and express gratitude to the Company Customers Vendors and Institutions. YourDirectors also wishes to express deep sense of gratitude to the all our Bankers Centraland State Governments and their departments and to the local authorities for the continuedsupport.
Your Directors register sincere appreciations to the Shareholders of the Company forkeeping faith and confidence reposed in us.