To the Members
Your Directors are pleased to present the Twenty Fifth Annual Report and AuditedAccounts for the financial year ended 31st March 2017.
|I. FINANCIAL RESULTS || ||(Rs. In Lakhs) |
| ||Year Ended 31.03.2017 ||Year Ended 31.03.2016 |
|Revenue From Operations ||24.81 ||92.57 |
|Other Income ||7.84 ||8.92 |
|Total Income from Operations ||32.65 ||101.49 |
|EBIDTA ||5.99 ||18.79 |
|Less: Depreciation ||0.03 ||0.10 |
|Interest ||0.28 ||0.01 |
|Taxation ||1.07 ||3.50 |
|Profit After Tax ||4.61 ||15.18 |
In view of the accumulated losses no dividend is recommended for the year underreview.
III. PERFORMANCE REVIEW
For the financial year under review the company has attained a net profit of Rs.461451/- as against net profit Rs. 1517856/- in previous year. Despite uncertaindemand conditions and given the global outlook and its likely contagion effect in Indiathe company has been able to make a marginal profit during the year under operations.
India witnessed lower economic growth in current fiscal compared to previous year.India's economy faced the withdrawal of around 86% of money in the demonetised notes. TheBanks witnessed a surge in deposits due to the inflow of money in to the banking systembut credit off-take dipped sharply. In the backdrop of this and considering other factsthe IMF lowered India's growth forecast to 6.6% in 2016-17 while anticipating India'sgrowth to pick up in 2017-18 at 7.2 %.( Source: IMF report) For the next financial yearit is expected that smooth passage for the GST over the coming months will streamlineindirect taxes cesses surcharges and so on in fairly distributing weight of taxesbetween the direct and indirect tax structures. This measure will also be a positive forthe Indian economy and your company. It is expected that with the favorable marketconditions the Management is hopeful of sustaining the growth in the coming years.
IV. SUBSIDIARIES AND JOINT VENTURES
The Company has no Subsidiary or Joint Venture.
V. RISK AND CONCERNS
Company's performance is closely linked to Indian Capital Market & risks associatedwith market operations. The value of company's investments may be affected generally byfactors affecting capital markets such as price and volume volatility interest ratescurrency exchange rates foreign investment changes in government policy politicaleconomic or other developments and the overall economic scenario. Company believes thatthe long term growth stories of India remains intact though there would be several shortterm upheavals like weakening of global sentiments balance of payment and interest ratesetc. Though these are softening in recent times and are expected to continue with the sametrend which would augurs well for the country. Our performance in the next fiscal year2017-18 is subject to some of these factors on the Indian Capital Market.
VI. RISK MANAGEMENT POLICY
The Company has in place a Risk Management Policy to identify assess monitor andmitigate various risks to key business objectives. Major risks identified by thebusinesses and functions are systematically addressed through risk response strategies andmitigating actions. All risks including investments are reviewed in the meetings of theBoard of Directors. Risks related to operations compliances & systems are reviewed indetail by the Audit Committee.
The primary segment of the company is investment in capital market & alliedservices.
VIII. INTERNAL CONTROL SYSTEMS AND ADEQUACY
The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company.
IX. CAUTIONARY STATEMENT
The statement in the Board Report and Management's Discussion & Analysis reportreflects Company's objectives expectations or predictions may be forward lookingstatement that involves risks and uncertainty. The company undertakes no obligation topublicly update or revise any forward looking statements whether as a result of newinformation future events or otherwise. Actual results performance or achievementscould differ materially from those expressed or implied in such forward-lookingstatements. Readers are cautioned not to place undue reliance on these forward lookingstatements that speak only of the expectations as on the date.
Shri. Devendra Kumar Goyal DIN - 00180212 Director of the company retires by rotationat the forthcoming Annual General Meeting in accordance with the provisions of theCompanies Act 2013 and being eligible offer himself for the re-appointment.
Shri. Babulal Goyal DIN - 00180295 Director of the Company resigned from the Boardw.e.f. 29.05.2017. Your Director placed on record his appreciation of the valuablecontribution during his tenure.
XI. LISTING ON STOCK EXCHANGE
The Company shares are listed on the Bombay Stock Exchange Limited BSE and the Companyhas paid the listing fees for the Financial Year 2017-18. The shares of the Company aretraded at The Bombay Stock Exchange (BSE) having nationwide terminals.
XII. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed: i. That in thepreparation of the accounts for the financial year ended 31st March 2017 the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures; ii. That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of financialyear and of the profit or loss of the Company for the year under review; iii. That theDirectors have 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. iv.That the Directors have prepared the accounts for the financial year ended 31st March2017 on 'going concern' basis. v. That the Directors have laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and are operating effectively. vi. That the Directors have devised proper systemto ensure compliance with the provisions of all applicable laws and that such systems areadequate and are operating effectively.
XIII. CORPORATE GOVERNANCE
This Clause is not applicable to the company since the paid up share capital of theCompany is not exceeding Rs. 10.00 crores and Net worth not exceeding Rs. 25.00 crores ason the last day of the financial year ended 31/03/2017.
XIV. PARTICULARS OF EMPLOYEES
During the financial year the Company had no employees on Company's rolls in receiptof remuneration attracting the provisions of section 197(12) of Companies Act 2013 readwith Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
XV. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In compliance with the provisions of Section 177(9) the Board of Directors of theCompany has framed the "Whistle Blower Policy" as the vigil mechanism forDirectors and the employees of the Company.
XVI. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ETC.
The Board has nothing to report under this head as the Company is in the FinancialSector. However the company is taking adequate steps to see that the energy used by thecompany is the minimum under the given circumstances
The Company has not accepted any deposit during the current financial year.
1) Statutory Auditors
In accordance with the requirement of the Companies Act 2013 the current StatutoryAuditors M/s. N.B.Thakore & Co. Chartered Accountants (Firm Registration No. 110929(W) hold office up to the conclusion of the ensuing AGM. As per the provisions of section139 of the Companies Act 2013. M/s. N.B.Thakore & Co. Chartered Accountants are noteligible for re-appointment for fresh term. The Board of Directors places on record itsappreciation for the services rendered by M/s. N.B.Thakore & Co. as the StatutoryAuditors of the Company.
The Board of Directors of the Company on the recommendation of the Audit Committee hasconsidered and recommended the appointment of M/s. B.K.G. & Associates CharteredAccountants (Firm Registration No.114852 (W) as Statutory Auditors for a term of fiveyears beginning from the conclusion of the 25th AGM till the Conclusion of the 30th AGMsubject to approval of members at the ensuing AGM.
The Statutory Auditors have not made any adverse comments or given any qualificationreservation or adverse remarks of disclaimer in their Audit Report.
2) Cost Auditors
Being a finance Company it is not applicable.
3) Secretarial Auditors
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 hasappointed M.S. Kayamkhani & Associates Company Secretaries in Practice to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed asAnnexure 1.
The Secretarial Auditors have not made any adverse comments or given any qualificationreservation or adverse remarks of disclaimer in their Audit Report.
XIX. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such control was tested and no reportable materialweakness in the design or operation was observed.
XX. RELATED PARTY TRANSACTIONS
There are materially no related party transactions made by the Company during the year.
XXI. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES:
Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 wherever applicable are given in the notes to financialstatements
XXII. RISK MANAGEMENT POLICY:
The Company has a risk management policy which from time to time is reviewed by theAudit Committee of Directors as well as by the Board of Directors. The Policy is reviewedquarterly by assessing the threats and opportunities that will impact the objectives setfor the Company as a whole. The Policy is designed to provide the categorization of riskinto threat and its cause impact treatment and control measures.
XXIII. CORPORATE SOCIAL RESPONSIBILITY
As per the provisions of Section 135 of the Companies Act 2013 read along withCompanies (Corporate Social Responsibility Policy) Rules 2014 the Company is notrequired to form a Corporate Social Responsibility Committee.
XXIV. EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return as required under section 92 (3) of the Act in formMGT- 9 is annexed as Annexure 2.
XXV. REPORT ON MANAGEMENT DISCUSSION ANALYSIS
As required under the listing agreement with stock Exchanges ("ListingAgreement") Management discussion and analysis is annexed as Annexure 3.
XXVI. AUDITORS REPORT
There are no qualifications reservations or adverse remarks or disclaimers made by theAuditors in their report on the Financial Statements of the Company for the Financial Yearended 31st March 2017.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (sweat equity shares) to employees of the Company under ESOS.
4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company operations in future.
5. Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Woman at Workplace (Prevention prohibition andRedressal) Act 2013
Your Directors acknowledge with gratitude and wish to place on record theirappreciation for the support and cooperation received by the Company from its BankersShare Holders and Employees and look forward to their continued support.
| ||For & on behalf of the Board |
|Place : Mumbai || |
|Date : 29th May 2017 || |
| ||D.K. Goyal |
| ||DIN 00180212 |
| ||(Chairman) |