Your Directors take pleasure in presenting the 27' Annual Report together with the Audited Balance Sheet as at 31 March 2016 and the Statement of Profit & Loss for the year ended 31st March 2016.
|Revenue from Operation||403949488.00||358037403.65|
|T otal Income||407073103.74||359120985.96|
|Operating Depreciation and Other Expenses||359930719.11||324810928.60|
|Administrative and Finance Cost||5363480.33||6676305.08|
|Profit before Tax||41778904.30||27633752.28|
|Less: Provision for Current Tax||9600000.00||11907691.43|
|Provision for Deferred Tax||1775926.53||(3644634.54)|
|Income Tax for earlier year||-||379604.56|
|Profit After Tax||30402977.77||18991090.82|
During the year under review your Company's turnover of ^ 403949488 in die current year 2015-16 compared to ? 358037404 in die previous fiscal year 2014-2015 registering an increase of 12.82 %. The T arnover of die Company for the year under review showed a consistent growth.
Your Directors recommend for approval of the members at the ensuing Annual General Meeting payment of final dividend of 10% per equity share (? 1/- per equity share) for the financial year ended March 2016. The Dividend will be paid in compliance with die applicable regulations.
The dividend will be paid to the members whose names appears in die Register of Members between 24' September 2015 to 30'1' September 2015 in respect of shares held in dematerialized form it will be paid to die members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) limited as beneficial owners as on diat date.
REVIEW OF OPERATIONS & FUTURE PROSPECTS:
The Turnover of the Company for the year under review showed a increase of 12.82% over die corresponding previous year.
Your Company has 6 Directors consisting of 3 Independent Directors 3 (Three) Executive Directors including Managing Director as on March 312016.
In accordance with the Articles of Association of the Company and In terms of Section 152 of the Companies Act 2013 Mr. Kishore A Turakhia the Directors of the Company retire by rotation and being eligible offer them for re-appointment.
M/s V R. Shah & Associates Chartered Accountants the Statutory Auditor of the Company retire at tire ensuing Annual General Meeting and Board recommended M/S. Jayesh R. Shah & Co Chartered Accountant Mumbai to act as a Statutory Auditor of the company to hold tire office from tire date of 27th Annual General Meeting until the conclusion of the 32ml Annual General Meeting subject to confirm in AGM.
Information and explanations on items contained in the Auditors Report which might be considered to be Reservations Qualifications or adverse Remarks is given below:
The Board of Directors of Company lias upon recommendations of die Audit Committee set necessary step to maintain Cost Accounting Records by the Company for the Financial Year 2015-16.
KEY MANAGERIAL PERSONNEL
Mr. Chandrakant A. Shall Chief Financial Officer and Miss. Apama Raniesh Akadkar Company Secretary and Compliance Officer of the Company were appointed as Key Managerial Personnel during the Financial Year 2015-16 in accordance with the Section 203 of the Companies Act. 2013.
NUMBER OF MEETINGS OF THE BOARD
Regular meetings of the Board are held to discuss and decide on various business policies strategies and odier businesses. The schedule of the Board/Committee meeting to be held in the forthcoming financial year is being circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings. Due to business exigencies certain business decisions are taken by the Board through circulation from time to time.
During the Financial Year 2015-16 the Company held 4 board meetings of the Board of Directors as per Section 173 of Companies Act 2013 which is sununarized below. The provisions of Companies Act 2013 and listing agreement were adhered to while considering the time gap between two meetings.
|S No. Date of Meeting ||Board Strength ||No. of Directors Present |
COMMITTEE OF DIRECTORS
The Company has following Committees of the Board:
* Audit Committee
* Nomination and Remuneration Committee
* Shareholder grievances committee/Investors Grievances Committee:
The details with respect to the compositions powers roles terms of reference etc. of relevant committees are given in details in the 'Report on Corporate Governance' of the Company which forms part of this Annual Report.
The Company does not have any subsidiary.
The Company has not invited and accepted any Fixed Deposits from the public within the meaning of with Section 73 and 74 of the Companies Act 2013 read with Rule 8(5)(v)&(vi) of the Companies (Accounts) Rules 2014 hence disclosure required under above rule not applicable to the Company.
FINANCIAL CONDITION AND RESULT OF OPERATION
Management Discussion and Analysis of financial condition and result of operation of the Company for the year under review as stipulated under SFT3I Listing Regulations 2015 of listing agreement with the Stock Exchanges are given as a separate statement in the Annual Report.
PARTICULARS OF EMPLOYEES
Particulars of employees as required u/s 134 of the Companies Act 2013 are not annexed since there are no employees drawing remuneration of more than Rs 6000000/- per annum during the year under review if employed for full year or more than Rs.500000/- per month if employed for part of the year.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them your Directors make the following statements in tenns of Section 134(3)(c) of the Companies Act. 2013-
1) In the preparation of the annual accounts die applicable accounting standards have been followed along with proper explanation relating to material departures if any.
2) That the directors had selected such accounting policies and applied diem consistendy and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of die Company at die end of the financial year viz. 31st March 2016 and of die profit or loss of the Company for the year ended on that date.
3) That the Directors had taken proper and sufficient care for die maintenance of adequate accounting records in accordance with the provisions of die Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
4) That the Directors had prepared the annual accounts on a going concern basis.
5) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
6) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTOR (S) AND RE-APPOINTMENT
The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act 2013. that he/she meets the criteria of Independence laid down in Section 149(6) of the Companies Act 2013 and Clause 49 of the Listing Agreement.
Independent Directors shall hold office for a term up to five consecutive years on the Board of a Company but shall be eligible for re-appointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.
LISTING OF EQUITY SHARES
The equity' shares of your Company are listed on die Bombay Stock Exchange Limited Mumbai (BSE) and the Madhya Pradesh Stock Exchange Indore. The lusting fee for the financial year 2016-2017 has already been paid.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 are given in the notes to the Financial Statements.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGOING
A Statement giving details of conservation of energy technology absorption foreign exchange earnings and outgo in accordance with die Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1988 is annexed hereto; and forms part of this report.
As required by the SEBI Listing Regulations 2015 entered in to by your Company with die BSE Limited and Madhya Pradesh Stock Exchange and The National Stock Exchange of India Limited a detailed Report on Corporate Governance together with a report on Management Discussion Analysis is included in the Annual Report. The Auditors have Certified die Company's Compliance with the Listing Agreement and the same is annexed to the report on Corporate Governance.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexed as ``Annex ure- A to the Directors' Report.
BUSINESS RISK MANAGEMENT
The Company has a robust Business Risk Management (BRM) framework to identify evaluate business risks and opportunities. This framework seeks to create transparency minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend exposure and potential impact analysis at a Company level as also separately for business. The Company has adopted risk management policy.
INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with reference to financial statements. The Company has adopted policy on internal financial control system for proper observation of adequate internal financial controls.
Vigil Mechanism / Whistle Blower Policy
The Company has a vigil mechanism named Whistle Blower Policy (WBP) in accordance with Section 177(9) of the Companies Act 2013 and SKB! Listing Regulations 2015 to deal with instances of fraud and mismanagement if any. The vigil mechanism/Whistle Blower Policy is uploaded on the Company's website.
The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors Senior Management and their remuneration. Extract of Remuneration Policy is annexed in Corporate Governance Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY
All related party transactions that were entered during the financial year were in the ordinary course of the business of the Bank and were on anus length basis. There were no materially significant related party transactions entered by the Company with promoters Directors Key Managerial Personnel or other persons which may have potential conflict with the interest of the Company. Considering the nature of the industry in which the Company operates transactions with related parties of the Company are in the ordinary course of business which are on arm's length basis. Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arnvs length basis form AOC-2 is not applicable to the Company.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act 2013 has been notified on 9th December 2013. Under the said Act even Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. A policy for prevention of Sexual Harassment of Women at workplace and setting up of the Committee for implementation of said policy is under review and consideration.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report is attached separately to this report
CORPORATE SOCIAL RESPONSIBILITY
The company does not meet the criteria of Section 135 of Companies Act 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s GMS & CO. a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure-B to the Directors' Report.
Pursuant to the provisions of the Companies Act 2013 and SEB1 Listing Regulations 2015 the Board has carried out an annual performance evaluation of its own performance the Directors individually the Chairperson's as well as the evaluation of the working of its Audit Committee Corporate Social Responsibility Committee Nomination & Remuneration Committee and Stakeholder Relationship Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
There was unpaid/unclaimed Dividend of Rs.109632.50 declared and paid in financial year 2014- 15.The company has unpaid/unclaimed dividend of Rs.l 15612/- and Rs.l 10292.50/- for past years which are not due for transfer to Investor Education and Protection fund pursuant to the provisions of Section 125 of the Companies Act 2013.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.
EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
Your Directors wish to pace on record their appreciation and sincere thanks to the state government government agencies banks financial institutions joint venture partners customers shareholders fixed deposit holders vendors and other related organizations who through their continued support and cooperation have helped as partners in your Company's progress.
Your Directors also acknowledge the hard work dedication and commitment of the employees.
|By Order of the Board of Directors|
|Place: Mumbai||Mahendra A. Turakhia|
|Date: 30h May 2016||Chairman and Managing Director|