Your Directors have pleasure in presenting their Annual Report and Audited Statement ofAccounts of the Company for the year ended on 31st March 2017.
|FINANCIAL RESULTS || |
(Rs. In Lacs)
| ||Year ended 31.03.2017 ||Year ended 31.03.2016 |
|Gros s Total Income ||200.95 ||159.12 |
|Profit / Loss before Depreciati on & Taxation ||49.45 ||37.26 |
|Less: Depreciation ||0.24 ||0.36 |
|Profit Before tax ||49.20 ||36.90 |
|Less: Provision for Income Tax ||7.80 ||0.00 |
|Less: Short Provision for earlier years ||3.06 ||-1.11 |
|Add: Provision for Deferred Tax ||.05 ||0.23 |
|Net Profit /(Loss) after Tax ||38.28 ||37.78 |
|Profit/(Loss) brought forward ||207.77 ||177.54 |
|Adjustment pursuant to Schedule-II to the Company Act 2013 (Net of tax) ||0.00 ||0.00 |
|Profit carried to P&L Appropriation a/c ||246.06 ||215.33 |
|Less: Special Reserve (As per RBI Guidelines) ||7.65 ||7.55 |
|Surplus/ (Deficit) carried to Balance Sheet ||238.40 ||207.78 |
2. State of Company's Affairs:
During the year under review the gross income of the Company stood at Rs 200.95 lacsas compared to Rs 159.12 lacs during the previous year. The net profit of the Company wasRs 38.28 lacs during the year under review.
3. Material Changes and Commitments:
No material changes / commitments have occurred between the end of financial year towhich the financial statements relate till the date of this report which have any adverseeffect on the financial position of the Company.
No dividend has been recommended by the Board of Directors for the year.
The Company has Mrs. Latika Datt Abbott Mrs. Charu Datt Bhatia Mrs. Usha Datt Brig.Lalit Mohan Segat & Dr Ravinder Pal Singh Sachdeva on the Board of Directors of theCompany. There was no change in the Board during the year.
As per the provisions of the Companies Act 2013 Ms. Charu Datt Bhatia retires at theensuring Annual General Meeting and being eligible seeks re-appointment. The Boardrecommends her re-appointment.
The Company has M/s Som Datt Infosoft Private Limited as its subsidiary company.Section 129(3) of the Companies Act 2013 we have prepared consolidated financialstatements of the Company and all its subsidiaries which form part of the Annual Report.Further a statement containing the salient features of the financial statement of oursubsidiary in the prescribed format AOC-1 is appended as Annexure B to the Boards' Report.The statement also provides the details of performance financial positions of thesubsidiary.
8. Consolidated Financial Statement
In accordance with the Companies Act 2013 ("the Act") and AccountingStandard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accountingfor Investments in Associates and AS - 27 on Financial Reporting of Interests in JointVentures the audited consolidated financial statement is provided in the Annual Report.
9. Declaration from Independent Directors on annual basis
The Company has received necessary declaration from Independent Directors of theCompany under Section 149(7) of the Companies Act 2013 that the Independent Directors ofthe Company meet with the criteria of their Independence laid down in Section 149(6).
10. Corporate Governance
Corporate Governance is an ethically driven business process that is committed tovalues aimed at enhancing an organizations' brand and reputation. This is ensured bytaking ethical business decisions and conducting business with firm commitment to valueswhile meeting stakeholders' expectations. At Som Datt Finance Corporation Ltd it isimperative that our company affairs are managed in a fair and transparent manner. This isvital to gain and retain the trust of our stakeholders.
We comply with the Securities and Exchange Board of India (SEBI) guidelines oncorporate governance. We have documented our Internal Policies on corporate governance.Our Corporate Governance report for fiscal 2017 forms part of this Annual Report.
11. Meeting of the Board of Directors
During the financial year under review 5 Board meetings were held on 30.05.201612.08.2016 01.09.2016 15.11.2016 & 14.02.2017.The gap between two Board meetingswas in compliance with the provisions contained in the Act.
Details of Directors as on March 31 2017 and their attendance at the Board during thefinancial year ended March 31st 2017 are given below:
|Name of the Director ||No. of Board Meeting held ||No. of Board Meetings attended |
|Mrs. Charu Datt Bhatia ||5 ||4 |
|Mrs. Latika Datt Abbott ||5 ||4 |
|Mr. Usha Datt ||5 ||5 |
|Mr. Lalit Mohan Segat ||5 ||5 |
|Mr. Ravinder Pal Singh Sachdeva ||5 ||5 |
12. Committees of the Board
The composition and other details of all the Committees of the Board are provided inthe Corporate Governance Report forming part ofthis Report.
13. Director's Responsibility Statement
In compliance to the provisions of Section 134 (3) (c) of the Companies Act 2013 yourDirectors wish to place on record -
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end ofthe financial year and oftheprofit and loss ofthe company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
14. Auditors :
Under Section 139 of the Companies Act 2013 and the Rules made thereunder it ismandatory to rotate the statutory auditorson completion ofthe maximum term permitted underthe said section. The audit committee ofthe Company has proposed and the Board hasrecommended the appointment of Sradha Talwar Chartered Accountants (Firm RegistrationNu.000993 N.) as the statutory auditors of the Company. The said firm shall hold officefor a period of five consecutive years from the conclusion of 24* Annual General Meetingscheduled to be held on 26th September 2017 till the conclusion of 29thAnnual General Meeting to be held in the year 2022 subject to the approval of the membersof the Company. The first year of audit will be of the financial statements for the yearending March 31 2018.
15. Secretarial Auditors
Naveen Narang of M/s Naveen Narang & Associates Practicing Company Secretaries wasappointed to conduct the secretarial audit of the Company for the financial year2016-2017 as required under section 204 of the Companies Act 2013 and Rules thereunder.The Secretarial Audit report for FY 2016-2017 forms part of the Annual Report in AnnexureA ofthe Board's Report.
The Secretarial Auditor of the Company has qualified in its report that the Company hasfailed to appoint a WholeTime Company Secretary as required under section 203(1) of theCompanies Act 2013 read with Rule 8 of Companies (Appointment & Remuneration ofManagerial Personnel) 2014.
The board of directors would like to comment that the company has been trying toappoint full time Company Secretary but has failed to find a suitable candidate so far.However the Board is of the view that the vacancy will soon be filled.
16. Auditor's qualification / reservation / adverse remark:
There is no adverse qualification/ reservation/ remark in the Auditor's Report. Howeverfor other notes Directors would like to state that notes are self-explanatory and there isno need to give any further explanation/ comments.
17. Particulars of Loan given Investment made Guarantees given and SecuritiesProvided:
During the year under review the Company has not made any Loan Guarantee or Investmentpursuant to the provisions of section 186 of the Companies Act 2013.
18. Contracts / Arrangement with related parties:
All transactions with related parties during the financial year were on arm's lengthbasis and in the ordinary course of business. No material contracts or arrangements withrelated party were entered into during the year under review. Accordingly no transactionsare being reported in Form AOC-2 in terms of Section 134 of the Act read with rules madethereunder.
19. Particulars of Employees
The information required pursuant to Section 197 of the Companies Act 2013 ("theAct") read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company will be provided uponrequest. In terms of Section 136 of the Act the Report and Accounts are being sent to themembers and others entitled thereto excluding the information on employees' particularswhich is available for inspection by the members at the Registered Office of the Companyduring business hours on working days of the Company up to the date of the ensuing AGM. Ifany member is interested in obtaining a copy thereof such member may write to theDirector ofthe Company in this regard.
The shares of the Company are listed on the Bombay Stock Exchange. The annual listingfee has been paid to the BSE.
21. Conservation of energy technology absorption & foreign exchange earning &outgo:
Information in accordance with the provision of Section 134 (3) (m) ofthe CompaniesAct 2013 read with Rule 8 of Companies (Account) Rules 2014 regarding conservation ofenergy technology absorption and foreign exchange earnings and outgo is given below is asunder:
|I Conservation of energy : ||N.A |
|II. Technology Absorption : ||N.A |
|III. Foreign Exchange Earnings & Expenditure: || |
|(a) Foreign Exchange Earnings : ||Nil |
|(b) CIF Value of Import : ||Nil |
|(c) Foreign Exchange Expenditure : ||Nil |
22. Vigil Mechanism
The Company has constituted a Vigil Mechanism for employees and directors to reportconcerns about unethical behavior actual or suspected fraud or violation of the Company'sCode of Conduct and ethics. The purpose of the mechanism to promote the highest ethicalstandards the company will maintain a workplace that facilities the reporting ofpotential violations of Company policies and applicable laws.
23. Board Evaluation
The evaluation of Board Committee(s) and individual Directors was carried out based onstructured questionnaire encompassing parameters such as level of engagement andcontribution independence of judgment safeguarding the interest ofthe Company and itsminority shareholders etc.
24. Corporate Social Responsibility:
The provisions relating to Corporate Social Responsibility are not applicable on theCompany and therefore no policy in this regard has been developed / implemented by theCompany during the financial year.
25. Internal Financial Control
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
26. Public Deposits
In terms of the provisions of Section 73 & 74 of the Act read with the Companies(Acceptance of Deposits Rules) 2013 your Company has not accepted any fixed depositsfrom public and as such no amount of principal or interest was outstanding on the dateofthe Balance Sheet.
27. Extract of Annual Return:
The extract of Annual return in prescribed Form MGT 9 has been annexed herewith andforms part of this report.
Your Directors wish to place on record their deep sense of appreciation of the devotedservices rendered by the executives of the company.
| ||For and on behalf ofthe Board of |
| ||Som Datt Finance Corporation Limited |
| ||Latika Datt Abbott ||Charu Datt Bhatia |
| ||Managing Director ||Director |
| ||DIN: 00031056 ||DIN: 00035069 |
| ||C-10 Geetanjali ||G-106 Saket |
|Place : Delhi ||Malviya Nagar ||New Delhi-110017 |
|Date : 01.09.2017 ||New Delhi-110017 || |