To The Members
Your Directors have pleasure in presenting the 33rd Annual Report onthe business and operations of the Companytogether with the Audited Accounts for the yearended 31st March 2016.
The summarized financial results for the year ended 31st March 2016 areas follows:-
| || ||(Rs.in Lakhs) |
|Particulars ||For the year ended 31.03.2016 ||For the year ended 31.03.2015 |
|Revenue fromOperations ||200.91 ||34.19 |
|Other Income ||0.02 ||0.03 |
|Total Revenue ||200.93 ||34.22 |
|Less: Total Expenses ||19.97 ||20.63 |
|Profit before Depreciation Finance ||180.96 ||13.59 |
|Cost & Tax || || |
|Less: Depreciation ||0.29 ||0.15 |
|Finance Cost ||131.82 ||9.17 |
|Profit/Loss before Tax ||48.85 ||4.27 |
|Less: Tax ||17.64 ||1.91 |
|Profit/(Loss) after Tax ||31.20 ||2.36 |
|EarningsPer share ||0.33 ||0.03 |
REVIEW OF OPERATIONS:
During the year under review theCompanyhas registered revenue of Rs.200.91Lakhs(Previous year Rs.34.19Lakhs) and Net Profit after tax of Rs.31.20Lakhs (Previous yearRs.2.36Lakhs). TheCompany continuesto operate in the same business and there was no changeinbusiness activity. No material changes of theCompanyoccurred between end of thefinancial year and the date of this report.
To consolidate the financial position of the Company your Directors think it prudentto plough back the profits andtherefore do not recommend any dividend for the year underreview.
In accordance with the Articles of Association of theCompanyand in view of theprovisions of Section 152 of the Companies Act 2013read with Companies (Management &Administration) Rules 2014 Mrs. Anjana SoniThakur(DIN:00401469) directors oftheCompanyretire at the ensuing Annual General Meeting and being eligible offerherselfforre-appointment.
TheCompanyhas received declaration from all the Independent Directors oftheCompanyconfirming that they meet the criteria of Independent Director prescribed bothunder section 149 (6) of the Companies Act 2013 andas perSEBI (Listing obligation andDisclosure Requirement)Regulations2015.
Duringthe year under review theCompanyhas not accepted any deposits within the meaningof section 73 and 76 of the Companies Act 2013 read with Companies (AcceptanceofDeposits) Rules 2014.
SUBSIDIARIES HOLDING& ASSOCIATE COMPANIES:
M/s.Marigold Investrade Private Limited is the Holding Company and holds54.61%of theCompanys Equity Share Capital as on 31st March 2016. The Company doesnot have any subsidiary or associate Companies.
TheCompanyhas single segment henceAccounting Standard on Segment Reporting (AS-17)neednot be given.
SHARE CAPITAL OF THE COMPANY:
The Paid up Equity Share Capital as at 31st March 2016 wasRs.93225500/-divided into9322550 Equity Shares having face Value of Rs. 10/-eachfully paid - up. During the Year under review the Company has not issued anyshares with differential voting rights nor granted any stock options nor sweat equity.
CHANGE IN NATURE OF BUSINESS:
There was no change in the nature of business activities during the Financial Year2015-16.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:
The Company being a non-banking finance company registered with the Reserve Bank ofIndia and engaged in the business of giving loans is exempt from complying with theprovisions of section 186 of the Companies Act 2013 in respect of loans and guarantees.Accordingly the disclosures of the loans given as required under the aforesaid sectionhave not been given in this Report.
Information regarding investments covered under the provisions of section 186 of thesaid Act are detailed in the financial statements.
RESERVE BANK OF INDIA GUIDELINES FOR (NBFCS) NON BANKING FINANCIAL COMPANIES:
The Guidelines of Reserve Bank of India are being revised time and again during theyear under review. TheCompanyhas observed all the prudential norms prescribed by ReserveBank of India.
The Company is also in compliance with the NBFC - Corporate Governance (ReserveBank)Directions 2015.
EXTRACT OF ANNUAL RETURN:
An extract of Annual Return in MGT-9as provided under Section 92(3)of the CompaniesAct2013is appended to thisReport asAnnexure A.
LISTING OF SHARES:
The Shares of the company are listed on BSE Limitedand The Calcutta Stock ExchangeLimited. The Company has paid the Listing Fees for the Year 2016-2017 to the StockExchange.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators or Courts thatwould impact the going status of theCompanyand itsfuture operations.
DIRECTORS RESPONSIBILITY STATEMENT:
To the best of our knowledge and belief and according to the information andexplanations obtained Directors make the following statement in terms of Section 134 (3)(c) of the Companies Act 2013:
(a) that in the preparation of the Annual Accounts the applicable accountingstandards had been followed along with proper explanation relating to material departuresif any;
(b) 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 theCompanyat the end of the financialyear and of the profit and loss of the Companyfor that period;
(c) the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of theCompany and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) the Directors had laid down internal financial controls to be followed bytheCompanyand that such internal financial controls are adequate and were operatingeffectively.
(f) the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
KEY MANAGERIAL PERSONNEL:
During the year under review theCompanyhas the following persons as the KeyManagerialPersonnel.
|Sr. No. ||Name of the person ||Designation |
|1. ||Mr. Govinda Soni ||CompanySecretary(Appointedw.e.f. 07/07/2015) |
|2. ||Mrs. Anjana SoniThakur ||Whole Time Director |
|3. ||Ms. Antima Soni ||Chief Financial Officer |
Pursuant tothe provisions of the Companies Act 2013 andSEBI (LODR) Regulations2015theBoard has carried out an evaluation after taking into consideration various aspects of theBoards functioning composition of the Board and its Committees culture executionand performance of specific duties remuneration obligations and governance.
The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the Non-Independent Directors was carried out by theIndependent Directors in their meeting held on14th August 2015. The Board ofDirectors expressed their satisfaction with the evaluation process.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The details of the number of meetings of the Board held during the Financial Year2015-2016forms a part of the Corporate Governance Report.
COMMITTEES OF THE BOARD:
Currently there are four Committees which are as follows:
1. Audit Committee
2. Stakeholders Relationship committee
3. Nomination and Remuneration Committee
4. Investment Committee
Details of all the committees along with their charters composition and meetings heldduring the year are provided in the Report on Corporate Governance forming part of thisAnnual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
TheCompanyhas a Vigil Mechanism / Whistle Blower policy to report genuine concernsgrievances frauds and mismanagements if any. The Vigil Mechanism /Whistle Blower policyhas been posted on the website of theCompany(www.sftc.co.in)
PREVENTION OF SEXUAL HARASMENT:
The Company has complied with the provision of sexual Harassment of Women at workplace(Prevention prohibition and Redressal) Act 2013 and the Rules made thereunder.
During the Year under review no Complaints were reported.
Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner; your Company periodically assessesrisks in the internal and external environment along with the cost of treating risks andincorporates risk treatment plans in its strategy business and operational plans.
The Company has a Risk Management Policy (a) to ensure that all the Current and futurematerial risk exposures of the company are indentified assessed quantifiedappropriately mitigated minimized and managed i.e. to ensure adequate systems for riskmanagement process (b) to establish a framework for the companys risk managementprocess and to ensure its implementation (c) to enable compliance with appropriateregulations wherever applicable through the adoption of best practices (d) to assurebusiness growth with financial stability.
There are no risks which threaten the existence of the company.
RELATED PARTY TRANSACTIONS:
Your Company has entered into transactions with related parties as defined underSection 2(76) of the Companies Act 2013 read with Companies (Specification of DefinitionsDetails) Rules 2014 which were in the ordinary course of business andon armslength basis and in accordance with the provision of the Companies Act 2013 Rules issuedthere under.
The details of the related party transactionsas required under Accounting Standard -18 and under Section 188 of the Companies Act 2013 areset out in Note20to theFinancial Statements forming part of this Annual Report. The details of materialtransactions entered by the Company are given in Form AOC-2 Annexure B.
TheCompanys Equity Shares have been admitted to the depository mechanism of theNational Securities Depository Limited (NSDL) and also the Central Depository Services(India) Limited (CDSL). As a result the investors have an option to hold the shares oftheCompanyin a dematerialized form in either of the two Depositories. TheCompanyhas beenallotted ISIN No. INE475D01010.
Shareholders therefore are requested to take full benefit of the same and lodge theirholdings with Depository Participants [DPs] with whom they have their Demat Accounts forgetting their holdings in electronic form.
INTERNAL FINANCIAL CONTROL:
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to Company policies safeguardingof assets prevention and detection of frauds and errors the accuracy and Completeness ofthe accounting records and timely preparation of reliable financial disclosures.
The Audit Committee evaluates the efficiency and adequacy of financial Control systemin the company its compliance with operating systems accounting procedures and policiesat all locations of the company and strives to maintain the standard in internal FinancialControl.
CODE OF CONDUCT:
YourCompanyis committed to conducting its business in accordance with the applicablelaws rules and regulations and highest standards of business ethics. In recognitionthereof the Board of Directors has implemented a Code of Conduct for adherence by theDirectors Senior Management Personnel and Employees of theCompany. This will help indealing with ethical issues and also foster a culture of accountability and integrity. TheCodewith revision made in accordance with the requirements of Listing Regulationshas beenposted on theCompanys website www.sftc.co.in.
All the Board Members and Senior Management Personnel have confirmed compliance withthe Code.
M/s. K K Khadaria & Co. Chartered Accountants (Firm Registration No.105013W)were appointedas the Statutory Auditors of theCompanyat the AGM held on 29th September2014 to hold office until the conclusion of the 36th consecutive AGM arerecommended for ratification of appointment for the Financial Year 2016-17. Asrequired under the provisions of Section 139 of the Companies Act 2013 the Company hasobtained written confirmation from M/s. K K Khadaria &Co.that their appointment ifmade would be in conformity with the limits specified in the said Section.
The members are requested to ratify the appointment of M/s. KK Khadaria & Coasstatutory Auditors of the Company from the Conclusion of 33rd Annual GeneralMeeting to 34th Annual General Meeting of the Company.
Pursuant to the provision of Section 138 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 the Board on recommendation of the Audit committeere-appointed M/s.Kavita Birla & Co. (M. No. 405577) Practicing CharteredAccountant Mumbai as an Internal Auditor of the Company. The InternalAuditor submits hisreports to the Audit Committee.
Based on the report of Internal Audit Management undertakes corrective action in theirrespective areas and thereby strengthens the controls. Significant audit observations andCorrective actions thereon are presented to the Audit Committee of the Board.
Pursuant to provisions of section 204 of the Companies Act 2013 and the Rules madethereunder the Companyhas appointed M/s. Reena S. Modi & Associates (MembershipNo.25346)a firm ofCompany Secretaries in Practiceto undertake the Secretarial Audit oftheCompany. The Secretarial Audit report is annexed herewith as Annexure C andforms an integral part to this Report.
AUDITORS REPORT/ SECRETARIAL AUDIT REPORT:
The observations of the auditors contained in their Report have been adequately dealtwith in the Notes to the Accounts which are self explanatory and therefore do not callfor any further comments.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
TheCompanyhas an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined by the Audit Committee. To maintain its objectivity and independence the InternalAudit functionreports to the Chairman of the Audit Committee of the Board & to theChairman & Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies of the Company.
Based on the report of internal audit function theCompanyundertakes corrective actionin their respective areas and therebystrengthensthe controls. Significant auditobservations and recommendations along with corrective actions thereon are presented tothe Audit Committee of the Board.
The Company has in place adequate policies and procedures for ensuring the orderlybusiness including adherence to the companys policies the safeguarding ofitsassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and the timely preparation.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
The Company adheres to the requirements set out by the Securities and Exchange Board ofIndias Corporate Governance practices and have implemented all the stipulationsprescribed. TheCompanyhas implemented several best corporate governance practices.
The Corporate Governance and ManagementDiscussion & Analysis Report which form anintegral part of this Report are set out as a separateAnnexures together with theCertificate from the Auditors of the Companyregarding compliance with the requirements ofCorporate Governance as stipulated inSEBI (LODR) Regulation 2015.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING:
The Company being a non-banking finance company (NBFC) does not have anymanufacturingactivity. The directors therefore have nothing to reportonconservation of energy andtechnology absorption.The Companyhas no foreign exchangeinflow or outflow during the year under review.
SECRETARIAL STANDARDS OF ICSI:
Pursuant to the approval from the Ministry of Corporate Affairs the Institute ofCompanySecretaries of India (ICSI) has on 23rd April 2015 notified theSecretarial Standards on Meetings of the Board of Directors (SS 1) and General Meetings(SS 2) effective from 1st July 2015.The Company is compliedwith the same.
The information required pursuant tosection 197 read with rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed asAnnexure"D" of this report. None of the employees have drawn remuneration morethanRs. 1000000/-p.m. if employed for the part of the year and Rs.12000000/-p.a. ifemployed throughout the year.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENT:
There were no material Changes and Commitments affecting the financial position of theCompany which have occurred between the end of thefinancialyear of the company to whichthe financial statements related and date of the report.
CORPORATE SOCIAL RESPONSIBILITY:
Pursuant to the provision of Section 135 of the Companies Act 2013 read with theCompanies (Corporate social responsibility Policy) Rules 2014 the net profit of theCompany was belowRs. 5Crores during the last three immediately preceding Financial Years.Accordingly the Provision of CSR Policy wasnot applicable for theFinancialyear 2015-2016.
The Board of Directors wish to place on record their appreciation for the assistanceand co-operation received from the Financial Institutions Banks Government and LocalAuthorities for their strong support and valuable guidance. The Directors are thankful tothe shareholders for their continued support to the Company.
| ||Forand on behalf ofBoardofDirectors |
| ||ForM/sSuchitraFinance &Trading Co. Ltd. |
| ||Sd/- |
| ||VinodKumarSodani |
|Date: 30th May 2016 ||Chairman |
|Place: Mumbai ||DIN: 00403740 |
(Pursuant to clause (h) of Sub-Section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014) Form for disclosure of particulars ofcontracts/arrangements entered into by the Company with related parties referred to inSection 188 (1) of the Companies Act 2013 including certain arms-length transactionsunder third proviso thereto.
Details of Material contracts or arrangements or transactions at arm's length basis:
|Name(s) of the Related Party ||M/s. Sapatrishi Commercial Co. Ltd. ||M/s. Kalyan Sangam Infratech Ltd. ||M/s. Sangam Ananya Developers Pvt. Ltd. ||M/s. Sangam Sai Ananya Developers Pvt. Ltd. ||M/s. Sangam Lifespaces Ltd. ||M/s. Shiv Shivam Developers Pvt. Ltd. |
|Nature of Relationship ||Mrs. Anjana Soni Thakur & Mr. Ram Pal Soni (Relative of Mrs. Anjana) ||Mr. Ram Pal Soni (Relative of Mrs. Anjana) ||Mr. Manun Thakur (Relative of Mrs. Anjana) ||Mr. Ram Pal Soni (Relative of Mrs. Anjana) ||Mr. Anurag Soni (Relative of Mrs. Anjana) ||Mr. Manun Thakur (Relative of Mrs. Anjana) |
|Date of approval by the Board ||12.02.2015 ||09.11.2015 ||22.09.2014 ||09.11.2015 ||22.09.2014 ||03.05.2013 |
|Nature of contracts / arrangements / transactions ||Availing or rendering of any services/goods etc.(includesLoanGiven/TakenInterest paid/Received) |
|Duration of the contracts / arrangements / transactions ||Repetitive during the year |
|Salient terms of the contracts or arrangements or transactions including the value if any ||Details of the related party transactions are set out in Note20to the Financial Statements forming part of Annual Report. |
|Amount paid in advance if any ||Nil |
Form No. MR-3
Secretarial Audit Report
[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014] To The Members
Suchitra Finance & Trading Co.Ltd.
B/306-309Dynasty Business Park Opp:Sangam Cinema A.K. Road Andheri(E)Mumbai - 400069.
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Suchitra Finance &Trading Co.Ltd. (hereinafter called the Company). Secretarial Audit was conducted inamanner that provided me a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.
Based on my verification of the Companys books papers minute books forms andreturns filed and other recordsmaintained by the company and also the information providedby the Company its officers agents and authorized representatives during the conduct ofsecretarial audit I hereby report that in my/our opinion the company has during thefinancial year ended 31st March 2016 have complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by Suchitra Finance & Trading Co. Ltd.for the financial year endedon 31st March 2016 according to the provisions of:
(i) The Companies Act 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rulesmade thereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings (Not applicable to the Company during the audit period);
(v) The following Regulations and Guidelines prescribed under the Securities ExchangeBoard of India Act 1992 (SEBI Act):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;
(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of EquityShares)Regulations2009; and (h) The Securities and Exchange Board of India (Buyback ofSecurities) Regulations1998; Ihave also examined compliance with the applicable clausesof the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India andthesame has been complied.
(ii)The Listing Agreements entered into by the Company with Calcutta Stock ExchangeandBombay Stock Exchange.
I further reportthat:The Board of Directors of the Company is duly constituted withproper balance of Executive Directors Non-Executive Directors and Independent Directors.The changes in the composition of the Board of Directors that took place during the periodunder review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent in advance and a system exists for seeking andobtaining further information and clarifications on the agenda items before the meetingand for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members views arecaptured and recorded as part of the minutes.
During the period under review the Company has generally complied with the provisionsof the Act Rules Regulations Guidelines Standards etc. mentioned above.
| ||For Reena S Modi & Associates |
| ||Practicing Company Secretary |
| ||Sd/- |
| ||Reena Modi |
|Place:Mumbai ||ACS No-A25346 |
|Date: 30th May 2016 ||CP No-12621 |
Note: This report is to be read with our letter of even date which is annexed asAnnexure A and form forms an integral part of this report.
Annexure A to the Secretarial Audit Report
To The Members
Suchitra Finance & Trading Co.Ltd.
B/306-309 Dynasty Business Park Opp: Sangam Cinema A.K. Road Andheri (E)Mumbai -400069.
1. Maintenance of secretarial record is theresponsibility of the management of theCompany. My responsibility is to express an opinion on these secretarial records based onour audit.
2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on the random test basis to ensure that correct facts are reflectedin secretarial records. I believe that the processes and practices followed provide areasonable basis for opinion.
3. I have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.
4. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. My examination was limited tothe verification of procedures on the random test basis.
5. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management hasconductedthe affairs of the Company.
| ||For Reena S Modi & Associates |
| ||Practicing Company Secretary |
| ||Sd/- |
| ||Reena Modi |
|Place: Mumbai ||ACS No-A25346 |
|Date: 30th May 2016 ||CP No-12621 |
Pursuant to Rule 5 of the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules 2014
|Sr. No. ||Particulars ||Status |
|1 ||Ratio of the remuneration to each executive Director to the median remuneration of the employees of the Company for FY 2015-16 ||NA |
|2 ||% increase in remuneration Executive Directors CFO and CS during the FY 2015- 16 ||10 to 15 |
|3 ||% increase in median remuneration of the employees for the FY 2015-16 ||10 to 15 |
|4 ||Total employees on role of Company as on 31.3.2016 ||1 |
|5 ||Relationship between average increase in remuneration and Companys performance ||NA |
|6 ||Comparison of the remuneration of the KMPs against the performance of the Company ||NA |
|7 ||Variations in the market capitalization of the company price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer ||NA |
|8 ||Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration ||10 to 15 (No exceptional increment) |
|9 ||Comparison of the each remuneration of the Key Managerial Personnel against the performance of theCompany ||As per market trend |
|10 ||The key parameters for any variable component of remuneration ||NA |
|11 ||The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year ||NA |
|12 ||Affirmation that the remuneration is as per the remuneration policy of the Company ||Yes |