Your Board of Directors has immense pleasure in presenting the 25th Annual Reportofyour Company along with the Audited Financial Statements for the Financial Year ended on31st March 2017. 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'S 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
|Particulars ||Amount (in Rupees) |
| ||31.03.2017 ||31.03.2016 |
|Revenue from Operations ||4 8171089 ||46519657 |
|Other Income ||7442843 ||5904858 |
|Total Income ||55613932 ||52424515 |
|Total Expenditure (inclusive of interest & Depreciation) ||55535494 ||52381805 |
|Profit (loss) before Tax ||78438 ||42710 |
|Provision for Tax ||62340 ||70439 |
|Deferred Tax (Asset) ||174104 ||137882 |
|Net Profit (loss) ||(158006) ||110154 |
|Paid up Equity Capital ||50922000 ||50922000 |
|Reserves ||19077406 ||19235412 |
The Directors do not recommend any dividend forthe year.
3. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
As on 31st March 2017 following 2 Companies are the subsidiaries of the Company:
1. M/s NDACommodity Brokers Private Limited
2. M/s NDAShare 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-1 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 onourwebsite 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 Company'sinternal financial controls were adequate and effective during the financial year2016-17.
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 2017 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;
b) They had selected such accounting policies and applied them consistently andmadejudgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year ended 31stMarch 2017 and of the profit/loss of the company forthe 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:
The present Statutory Auditors of the Company M/s. Gupta Rustagi & AggarwalChartered Accountants (Firm Registration No. 008084N) have served as Statutory Auditors ofthe Company for a period more than two terms of five consecutive years as provided underSection 139 (2) of the Companies Act 2013 and will hold the office till the conclusion of25th Annual General Meeting (AGM).
Therefore the Board upon recommendation of the Audit Committee proposed appointmentof M/s.Satya Prakash Garg&Co. Chartered Accountants (Firm Registration No. 017544N)in place of M/s.Gupta Rustagi & Aggarwal Chartered Accountants the retiring Auditorsas the Statutory Auditors who shall hold the office from the Conclusion of the 25thAnnual General Meeting for a term of five consecutive years i.e. from the conclusion ofthis Annual General Meeting until the conclusion of the 30th Annual General Meetingsubject to ratification of such appointment by the Members of the Company at every AnnualGeneral Meeting.
Further special notice under Section 115 read with Section 140 (4) of the CompaniesAct 2013 is not required as the retiring Auditor has completed a consecutive tenure oftenyears as provided under Section 139 (2) of the Companies Act 2013.
A certificate has been received from M/s.Satya Prakash Garg& Co. CharteredAccountantsto the effect that they are eligible for appointment and if made would be asper the provisions of Section 141 of the Companies Act 2013 read with Section 139 andrules made thereunder.
The Board placed on record their appreciation for the services rendered by M/s GuptaRustagi & Aggarwal CharteredAccountants Delhi as Statutory Auditors of Company.
ii) Secretarial Audit:
Mr. Nitin Jaiswal Practising Company Secretary was appointed in the Board Meeting heldon 14.02.2017 to conduct and audit of the Secretarial records for the financial year2016-17. The Secretarial Audit Report for the Financial Year ended March 31 2017 is givenin this Report as 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's Report in Form- MGT-9 as Annexure-B.
9. NUMBER OF BOARD MEETINGS
There were six meetings of the Board of Directors held during the financial year2016-17. 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) OFTHECOMPANIES ACT 2013
Presently the Company have three Independent Directors namely Mr. Uma Shanker GuptaMr. Lalit Gupta and Mr. Ram Kishan Sanghi who have given their declarations that theymeet the eligibility criteria of Independence as provided in sub-section (6) of Section149 of the Companies 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 14th February 2017 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. DIRECTORS &KEY MANAGERIAL PERSONNEL
Following officials are appointed as the Key Managerial Personnel ('KMP') of theCompany:-
Mr. Sanjay Agarwal- Managing Director
Mrs. Deepti Agarwal- WholeTime Director
Mr.Arun Kumar Mistry-Chief Financial Officer.
Ms. Vanshika Rastogi- Company Secretary
Mr. Sanjay Agarwal Managing Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment.
The Board of Directors of the Company at its Meeting held on 14th February 2017 hasre-appointed Mrs. Deepti Agarwal as a Whole Time Director of the Company.
The re-appointment of Mrs. Deepti Agarwal has been included in the Notice of the AnnualGeneral Meeting (AGM). Additional information and brief profile with respect tore-appointment of whole time director has been annexed to the Notice of the Annual GeneralMeeting.
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 thefinancial year 2016-17.
15. CHANGE IN THE NATURE OF BUSINESS
There is no change in nature of business of the Company during the financial year2016-17.
16. MANAGEMENT'S DISCUSSION AND ANALYSIS
A comprehensive Management's Discussion and Analysis Report which is enclosed forminga part 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 aremade a part of this Annual Report.
In compliance with the above regulation the Managing Director's declaration confirmingcompliance with the Code of Conduct has been made part of this report.
18. RELATED PARTYTRANSACTIONS
Pursuant to Section 134 of the Act read with Rule 8 (2) of the Companies (Accounts)Rules 2014 there are no transactions which are required to be reported under Section 188of the Act in FormAOC-2.
All related Party Transactions as required under AS-18 are reported in Notes toAccounts of the Financial Statements of the Company.
19. AUDIT COMMITTEE
The Audit Committee of the Company comprises 3 Independent Directors of the Company.These are Mr. UmaShanker 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- 201617.
20. 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.
21. PREVENTION OF INSIDERTRADING
The Board has adopted a code for the Prevention of Insider Trading in the securities ofthe Company. The Code inter alia requires pre- clearance from Designated Persons fordealing in the securities of the Company as per the criteria specified therein andprohibits the purchase or sale of securities of the
Company by Designated Persons while in possession of Unpublished Price SensitiveInformation in relation to the Company besides during the period when the trading windowis closed.
The aforesaid Code is available at the website of the Companywww.ndaindia.com .
22. VIGIL MECHANISM
The Company has devised a vigil mechanism for Directors and employees through theadoption of Whistle Blower Policy details whereof on ourwebsite i.e. www.ndaindia.com .
23. 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 2016-17:
No. of complaints received- NIL
No. of complaints disposed of: NIL
24. 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.
25. REMUNERATION RATIO OF THE DIRECTORS I KEY MANAGERIAL PERSONNEL (KMP) I 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 forthe FY-2016-2017 is annexed at Annexure-C.
26. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable to the Company.
27. ANNUAL LISTING FEE
The Company has paid the Annual listing fees forthe financial year 2016-17 to BSE LTD.
28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO
During the period under review there was no energy conservation technology absorptionand foreign exchange earnings and outgo.
29. MATERIAL AND SIGNIFICANT ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There have been no significant and material orders passed by Regulators or courts ortribunals impacting the going concern status and the future operations of the Companyexcept that BSE has imposed a penalty of Rs. 150000/-for certain non-compliancesregarding Trading.
30. 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's view there are no material risks whichmay threaten 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's Customers Vendors and Institutions.Your Directors also wishes to express deep sense of gratitude to the all our BankersCentral and State Governments and their departments and to the local authorities for thecontinued support.
Your Directors register sincere appreciations to the Shareholders of the Company forkeeping faith and confidence reposed in us.
| ||By Order of the Board of Directors |
|Place: New Delhi ||Sanjay Agarwal ||Deepti Agarwal |
|Date:11.08.2017 ||Managing Director ||Whole Time Director |
| ||DIN:00010639 ||DIN: 00049250 |
| ||157 Block - E Kalkaji ||157 Block - E Kalkaji |
| ||New Delhi-110019 ||New Delhi-110019 |