To the Members
Your Directors are pleased to present the 29th Annual Report together withthe Audited Financial Statements of Accounts and Auditors Report for the year ended31st March 2016.
The summarized financial performance of the Company during the year under review is asunder:
| ||( Rs. in Lakhs) |
| ||31.03.2016 ||31.03.2015 |
|Revenue from Operations : ||26.47 ||26.54 |
|Other Income : ||0 .11 ||0.26 |
|Total Revenue : ||26.58 ||26.81 |
|Total Expenditure : ||20.75 ||22.47 |
|Profit before Exceptional Items and Tax : ||5.83 ||4.33 |
|Tax Expenses : ||2.13 ||1.75 |
|Profit after Tax : ||3.70 ||2.58 |
|Earning Per Share: ||0.09 ||0.06 |
In view of the brought forward losses your Directors regret their inability torecommend dividend for the year under review.
PERFORMANCE REVIEW & OUTLOOK
The year under review was marked high volatility mainly in the stock market. Sincemajor portfolio of the company is in the shape of Loans bearing interest no adverseeffect of the high volatility in the market was felt. Company posted a gross profit beforedepreciation of Rs.5.85 lakhs as compared to Rs. 4.38 lakhs in the previous year. Netprofit after tax for the year under review was Rs. 3.70 lakhs against the profits of Rs.2.58 lakhs in the previous year.
The long term prospects for the economy is optimistic Industry Trends and its futureprospects have been summed up in the Management Discussion and Analysis Report which formspart of this report.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return under sub-section (3) of Section 92 of the Companies Act2013 in Form MGT-9 in annexed herewith as "Annexure A"
MEETINGS OF THE BOARD
During the year Six (6) Board Meetings were convened and held. The details of theBoard Meetings are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) and sub-section (5) of the Companies Act 2013 Directorsof your Company hereby state and confirm that: a) in the preparation of the AnnualAccounts for the year ended 31st March 2016 the applicable accounting standards havebeen followed along with proper explanation relating to material departures; b) they haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company at the end of the financial year and of the profit of thecompany for the same period; c) the directors have taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; d) they have prepared the annual accounts on agoing concern basis; e) they have laid down internal financial controls in the companythat are adequate and were operating effectively. f) they have devised proper systems toensure compliance with the provisions of all applicable laws and these are adequate andare operating effectively.
DECALARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as laid down under Section 149(6)of the Companies Act 2013 and pursuant to SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
NOMINATION AND REMUNERATION POLICY
Pursuant to the provisions of Section 178 of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board of Directors has onthe recommendation of the Nomination & Remuneration Committee framed a policy forselection and appointment of Directors Senior Management and their remuneration. TheRemuneration Policy of the Company inter-alia includes the aims and objectivesprinciples of remuneration criteria for identification of Board Members and seniormanagement has been adopted by the board and is being followed completely.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There were no transactions of the Company of material nature with related parties thatmay have potential conflict with the interest of the Company at large and which fall underthe scope of Section 188(1) of the Companies Act 2013. However related party disclosureas required by AS-18 had been reported in the notes to the financial statements in thisreport. Policy on dealing with related party transactions is available on the website ofthe Company at www.stancap.in
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN OUTGO
The particulars under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 ofthe Companies (Accounts) Rules 2014 with regard to conservation of energy and technologyabsorption are not applicable to your Company being a Non banking finance company. Duringthe year under review there were no earnings or outgo in foreign exchange.
RISK MANAGEMENT POLICY- DEVELOPMENT AND IMPEMENTATION
Your Company has been following the principle of risk minimization as a significantnorm in every industry which has now become mandatory under Section 134(3)(n) of theCompanies Act 2013. The Board of Directors has adopted a Risk Management Policy whichemphasis on the risk assessment and minimization procedures steps for framingimplementing and monitoring the risk management plan for the company. The contents of thepolicy have been included in the "Management Discussion and Analysis" formingpart of this report.
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 its committees. The manner in which the evaluation has been carried out isexplained in the Corporate Governance Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
The Board of Directors is duly constituted in accordance with the provisions of Section152 of the Companies Act 2013 Mr. Kapoor Chand Gupta Director of the Company wouldretire by rotation and being eligible offers himself for re-appointment. His appointmentwill be considered at the ensuing Annual General Meeting. Mr. Durga Prasad Sharma and Mr.Vijay Sehgal have resigned with effect from 13th August 2016 due to personalpreoccupation. The Board expressed appreciation for the services rendered by them duringtheir respective tenure with the Company. At the Board meeting held on 30thMay 2016 the board had appointed Ms. Arika Chopra as an Additional Director in thecategory of Non-executive Independent Director. His office of Directorship shall expire onthe conclusion of the forthcoming Annual General Meeting of the Company. As per theprovisions of Companies Act 2013 he is being regularized by the Members as an IndependentDirector of the Company for 5 (Five) consecutive years with effect from 30th September2016 to 29th September 2021 in accordance with Section 149 of the Companies Act 2013.The Independent Directors of the Company would not be liable to retire by rotation.
As per Section 152 of the Companies Act 2013 at least two third of the Board ofDirector ("the Board") of the company shall be liable to retire by rotation.Section 149 of the Companies Act 2013 makes independent director out of the purview ofdirectors who are liable to retire by rotation. Due to recent change in composition ofDirector & in order to comply with the provisions of section 152 of the said Act theBoard has proposed the change in terms appointment of Mr. Narender Kumar Arora(DIN:00202037) Managing Director (who was appointed as Managing Director non-rotationaldirector) so as whose period of office shall liable to determination by retirement ofdirectors by rotation w.e.f. September 30 2016 and other terms & conditionsincluding his designation shall remain the same unless otherwise as may be decided by theBoard & members of the company.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under Section149(6) of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and there has been no change in the circumstances whichmay affect their status as Independent Director during the year.
During the year the Non-Executive Independent Directors of the Company had nopecuniary relationship or transactions with the Company.
(b) Remuneration of the Directors / Key Managerial Personnel (KMP) and Particulars ofEmployees
The provisions of Rule 5(2) & 5(3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are not applicable as there are no such employee whowere drawing / in receipt of remuneration of prescribed amount during the period underreview.
The Company has one Executive Director Mr. Narender K. Arora who is also ManagingDirector. No remuneration is paid to him.
The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of Directors / Key Managerial Personnel (KMP) and Employees of the Companyis furnished hereunder:
(i) the ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year &
(ii) the percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year.
|Name ||Category ||Ratio/Time per median of employee remuneration ||% Increase in remuneration |
|1. Mr. Narender K. Arora ||Managing Director ||NIL ||NIL |
|2. Mr. Durga Prasad Sharma ||Director ||NIL ||NIL |
|3. Mr. Vijay Sehgal ||Director ||NIL ||NIL |
|4. Mr. Kapoor Chand Gupta ||Director ||NIL ||NIL |
|5. Ms. Neelam Dhingra ||Director ||NIL ||NIL |
(iii) the number of permanent employees on the rolls of Company. Two (3)
(iv) the explanation on the relationship between average increase in remuneration andCompany performance. Not Applicable. There was no increase in the remuneration.
(v) Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company.
|Particulars || |
|Remuneration of Key Managerial Personnel (KMP) (aggregated) ||3.00 Lakhs |
|Total Revenue ||26.58 Lakhs |
|Remuneration (as% of revenue) ||11.29 % |
|Profit Before Tax (PBT) ||5.83 Lakhs |
|Remuneration (as% of PBT) ||51.46 % |
(vi) variations in the market capitalization of the Company's price earnings ratio asat the closing date of the current financial year and previous financial year andpercentage increase over decrease in the market quotations of the shares of the Company incomparison to the rate at which the Company came out with the last public offer in case oflisted companies as at the close of the current financial year and previous financialyear.
|Particulars ||As at 31st March 2016 ||As at 31st March 2015 |
|Market Capitalization ( Rs. /Lacs) ||110 ||122 |
|Price Earning ratio ||30.7 ||50.1 |
% increase in market quotation over past IPO price: The company has not made any Publicoffer.
(vii) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration.
(viii) Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the Company.
| || ||(Rs. Lakhs) |
|Particulars ||Managing Director ||CFO |
|Remuneration ||NIL ||3.00 |
|Revenue ||NIL ||26.58 |
|Remuneration (as % of revenue) ||NIL ||11.29 % |
|Profit Before Tax (PBT) ||NIL ||5.83 |
|Remuneration (as % of PBT) ||NIL ||51.46 % |
(ix) the key parameters for any variable component of remuneration availed by thedirectors.
(x) the ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year.
(xi) The remuneration paid to the Key Managerial Personnel (KMP) is in accordance withthe remuneration policy of the Company and no remuneration has been paid to Directors andManaging director of the Company during financial year 2105-16.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS
Your Company has adequate system of Internal Controls with reference to financialstatements. The detail of the adequacy of Internal Financial Control forms a part of theManagement Discussion and Analysis Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ispresented in a separate section forming part of the Annual Report.
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The Company has alsoimplemented several best Corporate Governance practices as prevalent in the industry. Thereport on Corporate Governance as stipulated under the Listing Regulation 2015 forms anintegral part of this Report. The requisite certificate from the Practising CompanySecretary confirming compliance with the conditions of Corporate Governance is attached tothe report on Corporate Governance.
DETAILS OF SUBSIDIARIESJOINT VENTURES AND ASSOCIATE COMPANIES
The company has one(1) Subsidiaries as on date
|S. No ||Name of the Company ||Relationship ||Shareholding (No. of Shares) |
|1. ||Epibo Technologies India Pvt. Ltd. ||Wholly owned Subsidiaries ||10000 |
This disclosure of Particulars with respect to information related to performance &Financial Position of Subsidiary Company Subject to Rule 8 (1) of Companies (Accounts)Rules 2014 shall be disclosed in Form No. AOC-1 is attached as AnnexureB
STATEMENT PURSUANT TO LISTING AGREEMENT
The Companys Equity Shares are listed at Bombay Stock Exchange Ltd. (BSE)Mumbai. The listing fee for the year the financial year 2016-17 has been paid to BSEtimely.
AUDITORS & AUDITORS REPORT a) STATUTORY AUDITORS
The Statutory Auditors M/s TIWARI & ASSOCIATES Chartered Accountants(Registration No. 002870N) retire at the ensuing Annual General Meeting and are eligiblefor re-appointment. The Company has also received their letter stating that they are notdisqualified for re-appointment and their appointment would be within the prescribedlimits under the Companies Act 2013. There has been no qualification reservationadverse remark or disclaimer given by the Auditors in their Report.
b) INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Companies Act 2013 and Rules relatedthereto M/s. Batra Sapra & Company Chartered Accountants New Delhi acts as theInternal Auditors of the Company and their report is duly reviewed by the Audit Committeeon quarterly basis.
c) SECRETARIAL AUDITOR
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. A. K. Nandwani Associates Company secretaries in Practice to undertake theSecretarial Audit of the company. The Report of the Secretarial Audit in Form MR-3 isenclosed as a part of this report as "Annexure C".
Statutory Auditors and Secretarial Auditors observations if any in theirrespective report(s) have been suitably explained by way of appropriate notes to accountsand also in the Directors Report wherever necessary.
The composition of the committee consists of Ms Neelam Dhingra as its Chairman Mr.Narender K Arora and Mr. Kapoor Chand Gupta as its members. The functions of the AuditCommittee are mentioned in the Corporate Governance Report.
VIGIL MECHANISM - WHISTLE BLOWER POLICY
In terms of the provisions of the Companies Act 2013 and read SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 The whistle blower policy isin place and is being adhered The Whistle Blower Policy duly approved by the Board ofDirectors has been uploaded on the website of the Company viz. www.stancap.in.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act 2013 and pursuant to SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board of Directors hasformulated a Policy on Related Party Transaction Policy which is also available onCompanys website viz. www.stancap.in. All Related Party Transactions are placedbefore the Audit Committee for review and approval. None of the Directors has anypecuniary relationships or transactions with the Company during the year under review. AllRelated Party Transactions entered during the year were in Ordinary Course of the Businessand on Arms Length basis. There were no materially significant Related PartyTransactions entered into by the Company during the year under review.
CORPORATE SOCIAL RESPONSIBILITY
No disclosures on Corporate Social Responsibility are required as provision underSection 135 of the Companies Act 2013 and Rules made there under are not applicable tothe Company.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
There were no incidences of sexual harassment reported during the year under review interms of the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
Directors state that no disclosure or reporting is required in respect of the followingitems as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Companies Act 2013.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme ESOS.
4. Provision of money by Company for purchase of its own shares by employees or bytrustees for the benefit of employees
5. Bonus Shares
6. Significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company operations in future.
7. Material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year of the Company to which the financialstatements relate and the date of the report.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the Banks Government authorities customers and members duringthe year under review. Your Directors also wish to place on record their deep sense ofappreciation for the committed services by the Companys executives staff andworkers.
| ||By order of the Board |
|Place : New Delhi || |
|Dated: 5th September 2016 ||Sd/- |
| ||Managing Director |
| ||DIN: 00202037 |
| ||Name: Narender K. Arora |
| ||Add.: 253 Arunodaya Apartments |
| ||Vikaspuri New Delhi-110018 |