To The Members
The Directors of the Company take pleasure in presenting their 28th AnnualReport together with the annual audited financial statements for the financial year endedMarch 31 2018.
The summary of the Companys financial performance for the financial year 2017-18as compared to the previous financial year 2016-17 is given below:
|(In Rs.) || || |
|Particulars ||Year ended 31/03/2018 ||Year ended 31/03/2017 |
|Income ||221653628 ||195263965 |
|Profit before Dep. & Int. ||89598670 ||4619358 |
|Depreciation ||1453171 ||- |
|Finance Cost/ Interest ||87581211 ||54059 |
|Profit after Depreciation & Interest ||6608849 ||4619358 |
|Provision for Taxation ||2042134 ||1427382 |
|Provision for Tax (Deferred) ||18739 ||- |
|Profit after Tax ||4547975 ||3191976 |
|Net profit/ (Loss) ||4547975 ||3191976 |
During the year your Company has income of Rs. 221653628 including other income ascompared to Rs. 195263965/- in the previous year. The Net Profit after tax was Rs.4547975 against the Net Profit of Rs. 3191976/- in the previous year.
To conserve the resources for future business requirements of the Company yourDirectors do not recommend any payment of dividend for the year under review.
Changes in the Share Capital
There was no change in share capital of the Company during the Financial Year 2017-18.
Your Company has not accepted any deposits from the public falling within the ambit ofSection 73 and 74 of the Companies Act 2013 read together with the Companies (Acceptanceof Deposits) Rules 2014.
Board of Directors
Pursuant to Section 149 of the Companies Act 2013 the Board recommended theappointment of Mr. Sunilkumar Sharma Mr. Surendra Yadav and Mr. Anil Kamble as an
Independent Directors of the Company not liable to retire by rotation from the date ofits 28th Annual General Meeting subject to approval of the Members of theCompany.
Mr. Sunilkumar Sharma (08127541) Mr. Surendra Yadav (08127864) and Mr. Anil Kamble(08127524) were appointed as an Additional Director designated as an Independent Directorw.e.f. May 7 2018 respectively. The Directors has given their declaration to the Boardthat they met the criteria of independence as provided under Section 149(6) of the saidAct and also confirmed that they will abide by the provisions as mentioned in Schedule IVof the Companies Act 2013.
The Board recommends the resolutions for your approval for the above appointments.
During the year Mrs. Disha Mehta have resigned and Ms. Shweta Sharma has appointed forthe post of Managing Director of the Company w.e.f March 31 2018 subject to the approvalof Members in the general meeting.
Policies on Directors Appointment and Remuneration
The policies of the Company on Directors appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Act is appended asAnnexure I (a) & I (b) to this Report.
Your Company has following Committees of Board viz
1. Audit Committee
2. Stakeholders Relationship Committee 3. Nomination and Remuneration Committee
Details of all the Committees along with their composition terms of reference andmeetings held during the year are provided in Report on Corporate Governance formingpart of the Annual Report.
Directors Responsibility Statement
Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of theAct with respect to Directors Responsibility Statement your Directors herebyconfirm that:
in the preparation of the annual accounts the applicable accounting standardshave been followed and no material departures are made;
appropriate accounting policies have been selected and applied consistently andestimates and judgments made are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
proper and sufficient care for maintenance of adequate accounting records inaccordance with the provisions of Act have been taken for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities;
the annual accounts have been prepared on a going concern basis; and
Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
The Company Auditors M/s. SSRV & Associates Chartered Accountants retire at theconclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.
Pursuant to the provisions of Section 139 of the Companies Act 2013 (theAct) read with Rule 6 of the Companies (Audit and Auditors) Rules 2014 the AuditCommittee and the Board have recommended their re-appointment as Statutory Auditors of theCompany from the conclusion of the forthcoming Annual General Meeting till the conclusionof the Annual General Meeting of the Company to be held in Financial Year 2019-2020subject to the ratification by the members of the Company in every Annual General Meeting.
The Company has received a written consent to such re-appointment from M/s. SSRV &Associates Chartered Accountants and a certificate that the re-appointment if madeshall be in accordance with the criteria as specified in Section 141 of the Act. In theterm of Listing Regulation the Auditors have also confirmed that they hold a validcertificate issued by the Peer Review Board of the Institute of Chartered Accountants ofIndia.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshad appointed Shiwali Jhanwar Company Secretaries in Practice to undertake theSecretarial Audit of the Company for the financial year 2017-2018. The Report of theSecretarial Auditor is annexed herewith as Annexure II and forms an integral part of thisReport.
Explanation or comments on qualifications reservations or adverse remarks made byauditors and the practicing Company secretary in their reports
The Auditors Report to the members on the Accounts of the Company for thefinancial year ended 31st March 2018 contains below qualificationsreservations or adverse remarks:
1. In our opinion and to the best of our information and according to theexplanations given to us as per audited financial statement and financial statementsubmitted to BSE of F.Y. 2016-2017 are materially changed and same has been reported toconcern authority. However we have considered audited financial statement forfinalization books of accounts.
2.As per management confirmation Company has not considered sales of investment dueto dispute with party: There is ongoing dispute with purchaser with respect to sale ofInvestment and Company will settle it in upcoming year.
3. In our opinion and to the best of our information and according to the explanationsgiven to us share of Database Trading Private Limited are sold during the Year but effectof the same are already taken in previous years financials.
The Secretarial Audit Report contains below qualification reservation or adverseremark from Secretarial Auditor along with management representation:
I. Company has not followed some of the provisions of prudential norms issued byReserve Bank of India for Non-Banking Financial (Non - Deposit Accepting or Holding)Companies which also including any statutory modification and amendment from time to timesand also has not complied with compliances as applicable on NBFC Companies as per RBI Act1934 and NBFC Regulations and fails to submit/file the compliances with RBI NBFC
Department: Company has partially complied with Reserve Bank of India norms andwill comply fully in the upcoming years.
II. Some of the provision of Know Your Customer' (KYC) Guidelines issued byReserve Bank of India from time to time is not properly followed by the company: Companyhas partially followed the KYC Guidelines issued by Reserve Bank of India and balanceGuidelines will be followed in upcoming years.
III. As per RBI Circular RBI/2014-15/458 DNBR(PD).CC.No 019/03.10.01/2014-15 datedFebruary 2015 advising all NBFCs to become a member of at least one Credit InformationCompany (CIC) and provide credit data in the prescribed format to CIC the Company hasfailed to registered itself with CIC: Company is in process of registration withCredit Information Company (CIC).
IV. The Company has not been registered under Maharashtra State Tax on professionstrades callings and Employments Act 1975. Therefore professional tax has not deductedfrom the salaries of staffs and employees: Company is in process of registration withMaharashtra State Tax on professions trades callings and Employments Act 1975.
V. The Company has not appointed Internal Auditor as per Section 138(1) ofCompanies Act 2013: Company is in process of searching a suitable candidate for thepost of Internal Auditor under Section 138 of Companies Act 2013.
VI. Under the review the company has sold investment of shares of VRB CapitalServices Private Ltd. no. of shares 14247420 but the same has been disclosed in theBalance Sheet as on 31.03.2018 the management clarification on the same that there is adispute with purchaser regarding receivable consideration of sale of shares as theDisclosure is given in the Schedule of Investment Note 4 of Balance Sheet: There isongoing dispute with purchaser with respect to sale of Investment and Company will settleit in upcoming year.
The Company in compliance with Section 177 of the Companies Act 2013 read withapplicable provisions thereof and Regulation 18 of the Listing Regulations of the ListingAgreement reconstituted Audit Committee. It comprises of Independent Directors and oneNon-Independent Director.
The terms of reference of the Audit Committee are in accordance with the provisions ofSection 177 of the Companies Act 2013 and Regulation 18 of the Listing Regulations. TheListing Agreement pertaining to Corporate Governance Norms. In the meeting of the Board ofDirectors of the Company the Board of Directors aligned the terms of reference and scopeand functioning of the Audit Committee with the new requirements of the Companies Act2013 and Listing Agreement norms.
Related Party Transactions
The Company has not entered into the transactions with the related party which attractsthe provisions of Section 188 of the Companies Act 2013 and the rules made there under.
Particulars of Loans Guarantees or Investments
There have been no loans guarantee or investments made by Company under Section 186 ofthe Companies Act 2013 during the Financial Year 2017-18.
Risk Management and Internal Controls
The Company has a well-defined risk management framework in place. The details of therisks faced by the Company and the mitigation thereof are discussed in detail in theManagement Discussion and Analysis report that forms part of the Annual Report.
Reports on Corporate Governance and Management Discussion & Analysis
The reports on Corporate Governance and Management Discussion and Analysis for the yearunder review As per Regulation 34 (3) read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 The certificate from theAuditors of the Company confirming compliance with the conditions of Corporate Governanceis annexed to the Corporate Governance Report.
The Board meets at regular intervals to discuss and decide on the Companyspolicies and strategy apart from other Board matters.
During the financial year 2017-18 Eleven (11) board meetings were held on May 092017 May 30 2017 June 22 2017 July 24 2017 July 29 2017 August 14 2017September 09 2017 November 13 2017 January 12 2018 January 25 2018 and March 312018 the gap between the two board meetings did not exceed 120 days.
Extract of Annual Return
Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act readwith Rule 12 of Companies (Management and Administration) Rules 2014 an extract ofAnnual Return in prescribed Form MGT-9 is given in the Report as Annexure III.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
In view of the nature of activities which are being carried on by the Company theparticulars as prescribed under Section 134(3)(m) of the Act read with Companies(Accounts) Rules 2014 regarding Conservation of Energy and Technology Absorption andresearch and development are not applicable to the Company. There were no foreign earningsor outgoings during the year.
Listing of Shares of the Company
The Equity Shares of your Company is listed on BSE Limited.
The Company has paid the listing fees as payable to the BSE Ltd. for the financial year2018-2019.
Vigil Mechanism/Whistle Blower Policy
The Company has established a vigil mechanism to provide appropriate avenues to theDirectors and employees to bring to the attention of the Management the concerns aboutbehavior of employees that raise concerns including fraud by using the mechanism providedin the Whistle Blower Policy. The details of the said Policy are included in the Report onCorporate Governance which forms part of the Annual Report.
During the financial year 2018-19 no cases under this mechanism were reported in theCompany.
Policy for Prevention Prohibition and Redressal of Sexual Harassment of Women atWorkplace
The Company has framed policy in accordance with The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
During the financial year 2017-18 no cases in the nature of sexual harassment werereported at our workplace of the Company.
Management Discussion and Analysis Report
Further a separate Management Discussion and Analysis Report covering a wide range ofissues relating to Industry Trends Company Performance SWOT analysis Corporate ProcessBusiness Outlook among others is annexed to this Report.
Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification
The Chief Executive Officer and Chief Financial Officer Certification as required underregulation 17(8) of the Listing Regulation and Chief Executive Officer declaration aboutthe Code of Conduct is Annexed to this Report marked as Annexure IV.
The Directors express their sincere gratitude to the BSE Limited Ministry of FinanceMinistry of Corporate Affairs Registrar of Companies National Securities DepositoryLimited other government and regulatory authorities financial institutions and thebankers of the Company for their ongoing support. The Directors also place on record theirsincere appreciation for the continued support extended by the Companys stakeholdersand trust reposed by them in the Company. The Directors sincerely appreciate thecommitment displayed by the employees of the Company resulting in satisfactory performanceduring the year.
| ||For and on behalf of the Board of Directors |
| ||Shweta Sharma |
| ||Chairman cum Managing Director |
| ||DIN 08067048 |
|Date: 31.07.2018 || |
|Place: Mumbai || |