You are here » Home » Companies » Company Overview » Tarrif Cine & Finance Ltd

Tarrif Cine & Finance Ltd.

BSE: 512221 Sector: Financials
NSE: N.A. ISIN Code: INE177E01010
BSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN
PREVIOUS CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty
OPEN
CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty

Tarrif Cine & Finance Ltd. (TARRIFCINEFIN) - Director Report

Company director report

Dear Members

We are pleased to present the Thirty-first Annual Report of the Company together withthe audited statement of accounts for the year ended 31st March 2016.

FINANCIAL RESULTS:

Particulars 2015-16 2014-15
Revenue from Operations 124090 128957
Other Income 163362 410238
Depreciation &amortization expense Nil Nil
Total Expenses 389347 508047
Profit before Tax and before Exceptional items Tax Expense: (101895) 31148
Current Tax Nil Nil
Deferred Tax Nil Nil
Profit After Tax (101895) 31148

DIVIDEND:

The Directors of your Company proposes to conserve its resources for future businessexpansion hence do not recommend any dividend for the financial year 2015-2016.

WORKING:

Non- banking Finance Companies are facing stiff competition from the banks that haveaccess to cheaper funds. The industrial environment of the country has improved and theshare markets are also buoyant. Company is considering some other avenues to make thecompany more profitable.

TRANSFER TO RESERVES:

The Directors do not propose to transfer any amount to the reserves.

DIRECTORS:

Mr. Harish Vaman Shenvi & Mr. Balkrishna Binani who retires by rotation and beingeligible offers themselves for reappointment.

DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to section 134 (3) (c) read with 134 (5) of the Companies Act 2013 the Boardof Directors of the Company hereby state and confirm that:

i) In the preparation of the Annual Accounts the applicable Accounting Standards hadbeen followed along with proper explanation relating to material departures;

ii) 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 of the financial year and ofthe profit of the Company for that period.

iii) The Directors had taken proper and sufficient care 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) The Directors had prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant board committees including the audit committee the board is of the opinionthat the Company's internal financial controls were adequate and effective during thefinancial year 2015-16.

AUDITORS:

M/s. K. K. KHADARIA & CO. Chartered Accountants who are the statutory auditors ofthe Company hold office until the conclusion of the AGM to be held in 2019 and areeligible for reappointment. Members of the Company at the AGM held on September 29 2014had approved the appointment of M/s. K. K. KHADARIA & CO. as the Statutory Auditorsfor a period of 5 financial years i.e. upto 31st March 2019 As required by the provisionsof the Companies Act 2013 their appointment should be ratified by members each year atthe AGM.

SECRETARIAL AUDITORS:

Section 204 of the Companies Act 2013 inter-alia requires every listed company toannex with its Board's report a Secretarial Audit Report given by a Company Secretary inpractice in the prescribed form.

The Board of Directors had appointed Mr. Shivhari Jalan Practicing Company Secretariesas Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year2015-16 and his report is annexed to this Board report.

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

There were no qualifications reservations or adverse remarks made by the StatutoryAuditors of the Company.

The Observations given by Secretarial Auditor in his Secretarial Audit Report areself-explanatory

PARTICULARS OF EMPLOYEES:

The Company has no employee in the category specified under section 197(12) of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment of ManagerialPersonnel) Rules 2014.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &OUTGO:

Provision of section 134 (3)(m) of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) Rules 2014 are not applicable to your Company since your company isnot scheduled industry. During the year under review your Company neither earned nor spentany foreign exchange.

SHARE CAPITAL:

During the year under review the Company has neither issued any class of shares northere any buy-back of shares. Further the Company does not have any stock option plan foremployees.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT. 2013:

The particulars of Investments have been disclosed in the financial statements. Thereare no Loans given and guarantees given by the Company as at 31.03.2016.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

There were no Transactions of sale purchase or supply of materials; sale disposalpurchase of property of any kind leasing of property of any kind availing or renderingof any services appointment as agent appointment to any office or place of profitunderwriting etc. with Related Parties within the meaning and scope of Section 188 ofCompanies Act 2013. Thus the information pursuant to Section 134(3)(h) of the Act readwith Rule 8(2) of the Companies (Accounts) Rules 2014 in Form AOC-2 is not applicable tothe Company.

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 is as per Annexure-1 and is attached to thisReport.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT. PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES:

In terms of Section 178 of the Companies Act 2013 the policy on Nomination andRemuneration of Directors Key Managerial Personnel (KMP) Senior Management and otheremployees of the company has been formulated by the Nomination and Remuneration Committeeof the Company and approved by the Board of Directors. This policy acts as a guideline fordetermining inter-alia qualifications positive attributes and independence of aDirectors matter relating to the remunerations appointment removal and evaluation ofperformance of the Directors Key Managerial Personnel Senior Management and otheremployees.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:

The provisions of Section 177 of the Companies Act 2013 read with Rule 6 and 7 of theCompanies (Meetings of the Board and its Powers) Rules 2014 is applicable to the Company.

The Audit Committee has met 4 times during the year under review on 14/05/201514/08/2015 10/11/2015 10/02/2016.

The Audit Committee Consists of Following Members as at 31st March 2016

Name Category of Membership
Yashwant Rajmal Jain Chairman
Sanjay Gopallal Mundra Member
Rajendra Kumar Nandkishore Choudhary Member

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination And Remuneration Committee has met 1 time during the year under reviewon 14/05/2015.

The Nomination and Remuneration Committee Consists of Following Members as at 31stMarch 2016

Name Category of Membership
Yashwant Rajmal Jain Chairman
Sanjay Gopallal Mundra Member
Rajendra Kumar Nandkishore Choudhary Member

STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee has met 1 time during the year under review on14/05/2015.

The Stakeholder Relationship Committee Consists of Following Members as at 31st March.2016

Name Category of Membership
Rajendra Kumar Nandkishore Choudhary Chairman
Sanjay Gopallal Mundra Member
Yashwant Rajmal Jain Member

The committee has the following roles and responsibilities:

1) Resolve the grievances of security holders.

2) Monitors and reviews the performance and service standards of the Registrar andShare Transfer Agents of the Company

3) Provides continuous guidance to improve the service levels for investors.

ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in AnnexureII and is attached to this Report.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Board of Directors duly met 4 (four) times respectively on 14.05.2015 14.08.2015

10.11.2015 10.02.2016.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Holding Subsidiary Associate and Joint Ventures.

FIXED DEPOSITS:

The Company has not accepted any deposits from public and there were no unclaimeddeposits as on 31 march 2016 within the meaning of Section 73 and 74 of the Companies Act2013 read together with the Companies (Acceptance of Deposits) Rules 2014.

RISK MANAGEMENT POLICY:

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.

Your Company through its risk management process strives to contain impact andlikelihood of the risks within the risk appetite as agreed from time to time with theBoard of Directors.

VIGIL MECHANISM:

The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co employees and the Company.

INTERNAL AUDIT AND COMPLIANCE:

The Company conducts its internal audit and compliance functions within the parametersof regulatory framework which is well commensurate with the size scale and complexity ofoperations. The internal controls and compliance functions are installed evolvedreviewed and upgraded periodically.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to Section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility policy) Rules 2014 provisions relating to CSR Activities are notapplicable to company.

BOARD EVALUATION:

The board of directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.

COST AUDITORS:

Requirements of Cost Auditors are not applicable to the Company.

CORPORATE GOVERNANCE:

Clause 49 of Listing Agreement regarding Corporate Governance does not apply to your

Company.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation and acknowledge withgratitude the support and co-operation extended by the customers vendors and bankers fortheir continued support and all the employees of the Company for their dedicationco-operation and support towards the operations of the Company during the year.

On behalf of the Board
Place: Mumbai BALKRISHNA BINANI
Date: 20th May 2016 CHAIRMAN
DIN: 00175080