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. () - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 30th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2016.

FINANCIAL SUMMARY (STANDALONE & CONSOLIDATED)

The Company has earned net profit of Rs. 3351077.49 (Rupees Thirty Three Lakhs FiftyOne Thousand Seventy Seven and Forty Nine paisa only). A Summary of the Financial positionis mentioned herein below:-

The Board’s Report shall be prepared based on the stand alone financial statementsof the company.

Standalone Consolidated
PARTICULARS Year Ended 31.03.2016 Year Ended 31.03.2015 Year Ended 31.03.2016 Year Ended 31.03.2015
Profit Before Taxation and Depreciation 3353181.15 40688418.57 3353181.15 40688418.57
Depreciation - 22382.95 - 22382.95
Profit Before Taxation 3353181.15 40666035.62 3353181.15 40666035.62
Current Tax 633660.00 8437823.00 633660.00 8437823.00
Less: MAT Credit Entitlement 633660.00 1921977.00 633660.00 1921977.00
Net Current Tax - 6515846.00 - 6515846.00
Deferred Tax written Back 2103.66 (6050.00) 2103.66 (6050.00)
Profit after Taxation 3351077.49 34156239.62 3351077.49 34156239.62
Add: - Balance Brought forward from Previous Year 67136954.30 39874470.68 106233475.14 39874470.68
Profit available for Appropriation 70488031.79 74030710.3 109584552.63 74030710.30

OPERATIONS

During the year under review the overall performance of the Company was steady andsatisfactory. The Company has been mainly carrying on the business of sale and purchase ofshares securities and units. It also earned interest income on FDR’s jobbingprofits from shares and interest and dividend from units and mutual funds.

The Company continues to focus its main attention on cost reduction Assets/Liability– Management and collection. Your company managed to carry out all its business andcommercial obligations in time and with dignity.

Your Directors shall continue to put in all efforts to increase the business of theCompany and are confident of even better and brighter prospects of the Company.

The Company is considering various possibilities for optimizing the present businessactivities and also other business proposals keeping in view the profitability andstability of business of the Company. The Company is also pursuing the possibility intoother related activities.

There have not been any material changes and commitments affecting the financialposition of the Company between the end of the financial year of the Company and the dateBoard’s Report

DIVIDEND

With a view to provide a cushion for any financial contingencies in the future and tostrengthen the financial position of the Company your Directors have decided not torecommend any dividend for the period under review.

DEPOSITS

During the year under review your Company did not accept any deposits in terms ofSection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit)Rules 2014. As on April 1 2014 no amounts were outstanding which were classified as‘Deposits’ under the applicable provisions of Companies Act 1956 and hence therequirement for furnishing of details of deposits which are not in compliance with theChapter V of the Companies Act 2013 is not applicable.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The names of the companies which have become or ceased to be the Company’ssubsidiaries Joint Venture and associate companies during the year under review isprovided below :

S. No. Name of the Company Subsidiary/JV/Associate Become/ Ceased Effective Date
1. Shivansh Land Developers Pvt. Ltd. Associate Become 10.11.2005
2. Tapasya Projects Limited Associate Become 15.09.2009
3. Wellgrow Infotech Pvt. Ltd. Associate Become 15.09.2009
4. Yashi Buildcon Pvt. Ltd. Associate Become 10.11.2005

The Company does not have any Subsidiary and Joint Venture Company.

LISTING

The Equity Shares of your Company are listed with Bombay Stock Exchange and AhmedabadStock Exchange

NBFC STATUS

The Company is duly registered with Reserve Bank of India as an NBFC not acceptingpublic deposits. Since the Company has neither accepted any deposit nor it intends toaccept any deposit hence it has duly been passing appropriate resolution in each financialyear.

MATTERS RELATED TO DIRECTORS AND KEY MANGERIAL PERSONNEL

During the period under review Mr. Deepak Kumar Independent Non-Executive Director ofthe Company has resigned from the Board on 30.09.2015. Mr. Manohar Lal and Mr. SanjayMehrotra has been appointed as an Independent Non-Executive Director for a period of 1(One) Year.

As per section 149(4) of the Companies Act 2013 (Act) which came into effect fromApril 1 2014 every listed public Company is required to have at least one-third of thetotal number of Directors as an Independent Directors. In accordance with the provisionsof Section 149 of the Act Mr. Manohar Lal and Mr. Sanjay Mehrotra has been appointed asIndependent Non-Executive Directors for a period of 1 (One) Year.

Based on the confirmations received from Directors none of the Directors aredisqualified from appointment under Section 164 of the Companies Act 2013.

DECLARATIONS BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed undersub-section (6) of Section 149 of the Companies Act 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration and ComplianceCommittees. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.

NUMBER OF BOARD MEETING

During the year under review (9) Nine Board Meetings and (4) four Audit CommitteeMeetings were convened and held. The intervening gap between the meetings was within theperiod prescribed under the Companies Act 2013. The details of the Board Meeting are setout in the Corporate Governance Report which forms part of this Report.

PARTICULARS OF EMPLOYEES SVFL

Your Directors appreciate the significant contribution made by the employees to theoperations of your Company during the period.

The information required on particulars of employees under Section 134(3) (g) andSection 197(12) of the Companies Act 2013 and Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is given in a separate Annexure I tothis Directors’ Report.

CHANGE IN THE NATURE OF THE COMPANY’S BUSINESS ETC:

There has not been any change in the nature of the Company’s business or in theclass of the business in which the company has an interest. Company has no subsidiary.

EXTRACT OF ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of Annual Return in MGT9 as a part of this Annual Report as Annexure II.

AUDITORS

M/s. Tandon & Mahendra Chartered Accountants Statutory Auditors were appointed inthe 28th AGM of the Company to hold the office until the conclusion 31stAGM for a period of 3 (Three) years. Your company seeks ratification for the appointmentof Statutory Auditors at the ensuing Annual General Meeting.

There are no qualifications or reservations or adverse remarks made by the Auditors intheir Report.

AUDITORS REMARKS

The Auditor’s Report is self-explanatory and contains no adverse remarks orqualifications and hence no explanation thereof is being given.

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under M/s. Rabi Satapathy& Associates Practicing Company Secretary have been appointed Secretarial Auditor ofthe Company. The report of the Secretarial Auditor is enclosed as Annexure III to thisreport. The report is self-explanatory and do not call for any further comments.

DISCLOSURES UNDER SECTION 134(3) (L) OF THE COMPANIES ACT 2013

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company’s financial position have occurred between the end of thefinancial year of the Company and the date of this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

Related Party Disclosures in accordance with the Accounting Standards (AS-18) are givenin the financial statements and there are no contracts or arrangements with relatedparties as per Section 188(1) of the Companies Act 2013 for the financial year 2015-16therefore form AOC-2 is not annexed to this report.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS UNDER SECTION 186

As our Company is a Non-Banking Financial Company therefore it is specificallyexempted under the provisions of the Section 186 of Companies Act 2013.

DISCLOSURE RELATING TO SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Rule 8(13) of the Companies (Share Capital andDebenture) Rules 2014 has been furnished.

DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME

The Company has not issued any employee stock option scheme and employee stock purchasescheme and hence no information as provisions of Rule 12(9) of the Companies (ShareCapital and Debenture) Rules 2014 and SEBI (Employee Share Based Employee Benefits)Regulations 2014 has been furnished.

VIGIL MECHANISM

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for Directors and Employees of the Company to report genuine concernshas been established.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

CORPORATE GOVERNANCE:

As per the requirement of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Company has to necessarily comply withthe Corporate Governance norms. Accordingly the company has duly complied with theCorporate Governance norms to the extent and in the manner as set out in the Report onCorporate Governance annexed herewith which forms part of this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy Foreign exchange earnings and outgo and technology absorption havenot been furnished considering the nature of activities undertaken by the Company duringthe year under review. However the following information is being set out under this head:

The operations of the Company are not energy intensive yet but besides that allpossible measures shall be taken to conserve the energy in all related areas.

(i) CONSERVATION OF ENERGY:

The operations of the Company are not energy intensive yet but besides that allpossible measures shall be taken to conserve the energy in all related areas.

(ii) TECHNOLOGY ABSORPTION & RESEARCH AND DEVELOPMENT:

The Company has not imported any technology and has not established any separatedresearch and development unit however the Company shall always kept itself updated withlatest technological innovations by way of constant communications and personaldiscussions with the experts.

(iii) FOREIGN EXCHANGE EARNING AND OUTGO:

During the year under review there was no a foreign exchange earnings or outgo.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment.

DIRECTOR’S RESPONSIBILITY STATEMENT

In terms of provisions 134(3) (c) of the Companies Act 2013 your Directors furtherconfirm as under:

• That in preparation of the annual accounts the applicable accounting standardshad been followed along with roper explanation relating to material departures;

• That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of Financialperiod and of Profit or Loss of the Company for that period;

That the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records

• in accordance with the provision of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

• That the Directors have prepared annual accounts of the Company on a goingconcern basis;

• That the Directors had laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively;

• That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and thanks for thecooperation support and assistance extended by shareholders employees associatescustomers Bankers Government Agencies and all other concerns.

For and on behalf of the Board of Directors
Date: 31.08.2016 Praveen Kumar Arora
Place: Kanpur (Chairman)