Your Directors have pleasure in presenting the 27th Annual Report on the business andoperations of the Company together with audited statements of accounts for the financialyear ended 31st March 2016.
The summarized financial results of the Company for the financial year 2015-16 aregiven hereunder:
| || ||(Rs.in lacs) |
| ||2015-16 ||2014-15 |
|Revenue from operations & other income ||323.11 ||159.70 |
|Operating Profit (EBIDTA) ||(66.21) ||116.03 |
|Finance Cost ||15.16 ||111.81 |
|Gross Profit (PBD) ||(81.37) ||4.22 |
|Depreciation & amortization ||- ||0.05 |
|Profit before tax ||(81.37) ||4.17 |
|Provision for || || |
|- Current Tax (net) ||3.21 ||1.95 |
|- Deferred Tax ||- ||- |
|- MAT Credit entitlement ||- ||- |
|- Adjustment for prior period tax/tax on dividend ||- ||- |
|Net Profit ||(84.58) ||2.14 |
|Balance b/f from previous year ||2389.56 ||2387.42 |
|Profit available for appropriation ||2304.98 ||2389.56 |
|Appropriation:- || || |
|Balance Carried to Balance Sheet ||2304.98 ||2389.56 |
In order to meet the future requirements of the Company yours Directors have decidednot to recommend dividend for the Financial Year 2015-16.
During the year under review the revenue from operations increased to Rs.323.11 lakh as against Rs. 159.70 Lakh in the previous year.
The net profit after tax for the year was Rs. (84.58)Lakh as against Rs.2.14 Lakh in the previous year;
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under SEBI ( Listing Obligation and Disclosure Requirements) Regulation2015 entered into with the Stock Exchanges and Circular/Notifications/ Directions issuedby Reserve Bank of India from time to time the Management Discussion and Analysis of thefinancial condition and result of operations of the Company for the year under review ispresented in a separate section forming part of the Annual Report.
A Report on Corporate Governance as required under SEBI ( Listing Obligation andDisclosure Requirements) Regulation 2015 entered into with the Stock Exchanges forms partof the Annual Report.
A Certificate from M/s Kundan Agarwal & Associates Company Secretariesconfirming compliance with the conditions of Corporate Governance as stipulated under theaforesaid SEBI ( Listing Obligation and Disclosure Requirements) Regulation 2015alsoforms part of the Annual Report.
(i) Share Capital
The paid-up Equity Share Capital as on 31st March 2016 was Rs. 628.35lacs. During theyear under review the Company has not issued shares with differential voting rights norgranted stock options nor sweat equity.
(ii) Public Deposits
The Company being a Non-Deposit Accepting Non-Banking Finance Company has not acceptedany deposits from the public during the year under review and shall not accept anydeposits from the public without obtaining prior approval of the Reserve Bank of India(RBI).
(iii) Particulars of loans guarantees or investments
Particulars of loans guarantees and investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the Notes to the Financial Statements.
As a Non Deposit taking Non-Banking Finance Company your Company always aims tooperate in compliance with applicable RBI laws and regulations and employs its bestefforts towards achieving the same.
NUMBER OF MEETINGS OF THE BOARD
The Board met 6 times in financial year 2015-16 viz. on April 23 2015; May 30 2015;August 03 2015; August 14 2015; November 7 2015 and February 13 2016. The maximuminterval between any two meetings did not exceed 120 days.
COMMITTEES OF THE BOARD
During the year in accordance with the Companies Act 2013 and SEBI (ListingObligation and Disclosure Requirements) Regulation 2015 the Board re-constituted some ofits Committees. The Committees are as follows:
Nomination and Remuneration Committee
Stakeholders' Relationship Committee
Details of the said Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" a part ofthis Annual Report.
DIRECTORS & KEY MANAGERIAL PERSONNEL
During the year under review Mr. Atul Singla (DIN 03555967) resigned from the post ofNon Executive Independent Directorship and Committees in which he was serving asChairman/Committee Member with effect from August 3rd 2015 The Board placed on itsrecords its appreciation for the valuable contribution provided by Mr. Atul Singla.
During the year under review Mr. Naman Jain (DIN 03436419) resigned from the post ofNon Executive Independent Directorship and Committees in which he was serving asChairman/Committee Member with effect from August 3rd 2015 .The Board placed on itsrecords its appreciation for the valuable contribution provided by Mr. Naman Jain.
b. Retire by Rotation
In accordance with Section 152 and other applicable provisions of Companies Act 2013Ms. Swati Sharma. (DIN: 06757066) being Executive Director retires by rotationand being eligible offers himself for reappointment at the ensuing Annual General Meeting.The Board recommends her appointment.
c. Key Managerial Personnel
During the year under review Mr. Pravin Santlal Jain- Managing Director (DIN01318161); Mr. Deependra Singh Negi - Chief Financial Officer; and Ms. Sarita AggarwalCompliance officer & Company Secretary were designated as the Key Managerial Personnelof the Company pursuant to the requirements of the applicable provisions of Companies Act2013 read with its Rules by the Board of Directors and their terms and conditions of theappointment and remuneration was considered by the Board.
Our definition of 'Independence' of Directors is derived from SEBI (Listing Obligationand Disclosure Requirements) Regulation 2015 and Section 149(6) of the Companies Act2013. Based on the confirmation / disclosures received from the Directors and onevaluation of the relationships disclosed the following Non- Executive Directors areIndependent in terms of SEBI ( Listing Obligation and Disclosure Requirements) Regulation2015 and Section 149(6) of the Companies Act 2013 :-
1. Mr. Suraj Chokhani (DIN 03547280)
2. Mr. Ravi Jaipuria (DIN 00598138)
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofthe section 134(3)(c) of the Companies Act 2013:
(i) that in the preparation of the annual financial statements for the year ended March31 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
(ii) that such accounting policies as mentioned in the Notes to the FinancialStatements have been selected and applied consistently and judgments and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company as at March 31 2016 and of the profit of the Company for theyear ended on that date;
(iii) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(iv) that the annual financial statements have been prepared on a going concern basis;\
(v) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
(vi) that proper systems to ensure compliance with the provisions of all applicablelaws were in place and were adequate and operating effectively.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION & EVALUATION
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulation 2015 Policy on Nomination and Remuneration ofDirectors Key Managerial Personnel Senior Management and other employees has beenformulated including criteria for determining qualifications positive attributesIndependence of a Director and other matters as required under the said Act and SEBI(Listing Obligation and Disclosure Requirements) Regulation 2015
The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas
Objectivity and Independence;
Guidance and support in context of life stage of the Company;
Understanding of the Company's business;
Understanding and commitment to duties and responsibilities;
Willingness to devote the time needed for effective contribution to Company;
Participation in discussions in effective and constructive manner;
? Responsiveness in approach; v Ability to encourage and motivate the Managementfor continued performance and success;
The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board of Directors. A member of the Board will not participate in the discussion ofhis / her evaluation.
Accordingly a process of evaluation was followed by the Board for its own performanceand that of its Committees and individual Directors and also the necessary evaluation wascarried out by Nomination and Remuneration Committee and Independent Director at theirrespective meetings held for the purpose.
RELATED PARTY TRANSACTIONS
Few Related Party Transactions were entered into during the financial year 2015-16. AllRelated Party Transactions entered into in the past were on an arm's length basis and werein the ordinary course of business. There are no materially significant Related PartyTransactions made by the Company with promoters directors Key Managerial Personnel orother designated persons which may have potential conflict with the interest of theCompany at large.
On the recommendation of the Audit Committee the Board of Directors has adopted apolicy on Related Party Transactions. The Policy envisages the procedure governing relatedparty transactions required to be followed to ensure compliance with the applicable lawsand regulations as well as to ensure that the Related Party Transactions are managed anddisclosed in accordance with the strict legal and accounting requirements.
A statement of all related party transactions is presented before the Audit Committeeon a quarterly basis specifying the nature value and terms & conditions of thetransactions. The statement is supported by a certificate from the CFO.
None of the Directors has any pecuniary relationships or transactions vis--vis theCompany.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as Annexure 1 to this Director's Report.
STATUTORY AUDITORS & THEIR REPORT
M/s. STRG & Associates Chartered Accountants having ICAI Firm Registration No.014826N auditor of the company audited the annual accounts of the company.
The Auditor's Report does not contain any qualification reservation or adverse remark.
SECRETARIAL AUDITORS & THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rules madethereunder the Company had appointed M/s. Kundan Agarwal & Associates PracticingCompany Secretaries to undertake the Secretarial Audit of the Company for the financialyear 2015-16. The Secretarial Audit Report for financial year 2015-16 has been appendedas Annexure 2 to this Report.
The Auditor's Report does not contain any qualification reservation or adverse remark.
The Board of the Directors at their Meeting held on May 30 2016 has appointed M/s.Kundan Agarwal & Associates Practicing Company Secretaries to undertake theSecretarial Audit of the Company.
INTERNAL AUDITORS & THEIR REPORT
Pursuant to provisions of Section 138 of Companies Act 2013 and rules made thereunderthe company had appointed MAKS & Co. as an Internal Auditor for the year 2016-2017.
PARTICULARS OF EMPLOYEES
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 requiring particulars of the employees in receipt ofremuneration in excess of Rs.60 lacs per year to be disclosed in the Report of Board ofDirectors are not applicable to the Company as none of the employees was in receipt ofremuneration in excess of Rs.60 lacs during the financial year 2015-16.
PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION EXPENDITURE ON RESEARCH ANDDEVELOPMENT FOREIGN EXCHANGE INFLOW/OUTFLOW ETC.
The requirements of disclosure with regard to Conservation of Energy in terms ofSection 134 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014are not applicable to the Company since it doesn't own any manufacturing facility.
However the Company makes all efforts towards conservation of energy protection ofenvironment and ensuring safety.
There are no earnings and outgoing Foreign Exchange during the year under review.
The Company has established a 'Whistle Blower Policy and Vigil Mechanism' for directorsand employees to report to the appropriate authorities concerns about unethical behavioractual or suspected fraud or violation of the Company's code of conduct policy andprovides safeguards against victimization of employees who avail the mechanism and alsoprovide for direct access to the Chairman of the Audit Committee. The said policy has beenuploaded on the website of the Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There have been no significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and company's operations in future.
RISK MANAGEMENT POLICY AND INTERNAL CONTROL
The Company has adopted a Risk Management Policy duly approved by the Board and alsohas in place a mechanism to identify assess monitor and mitigate various risks to keybusiness objectives. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany. The Company's internal control systems are commensurate with the nature of itsbusiness and the size and complexity.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013 READ WITH RULES
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules thereunder the Companyhas not received any complaint of sexual harassment during the year under review.
We are grateful to the Government of India the Reserve Bank of India the Securitiesand Exchange Board of India the Stock Exchanges and other regulatory authorities fortheir valuable guidance and support and wish to express our sincere appreciation for theircontinued co-operation and assistance. We look forward to their continued support infuture.
We wish to thank our bankers investors rating agencies customers and all otherbusiness associates for their support and trust reposed in us.
Your Directors express their deep sense of appreciation for all the employees whosecommitment co-operation active participation dedication and professionalism has madethe organization's growth possible.
Finally the Directors thank you for your continued trust and support.
| ||For and on behalf of |
| ||Pursshottam Investofin Limited |
| ||Sd/- |
|Date : 29/08/2016 ||Pravin Santlal jain |
|Place : New Delhi ||Managing Director |
| ||DIN- 01318161 |