To The Members
Your Directors present their report on Business and Operations of the Company alongwith Audited Statement of Accounts for the year ended on 31st March 2017.
| || || |
(Rs. In Lakhs)
|Particulars ||Year Ended 31/03/2017 ||Year Ended 31/03/2016 |
|Income ||335.50 ||695.16 |
|Less- Expenditure ||(330.46) ||(684.74) |
|Profit before Depreciation ||5.04 ||10.42 |
|Less: Depreciation ||(2.87) ||(4.38) |
|Profit after Depreciation & Before Tax ||2.17 ||6.03 |
|Less: Current Year Tax ||(0.57) ||(2.25) |
|Deferred Tax Liability ||0.18 ||0.34 |
|Less: Tax (Income Tax) paid for earlier period ||- ||- |
|Profit after Tax ||1.78 ||4.12 |
|Surplus/Loss brought forward from the previous year ||115.87 ||111.75 |
|Total amount available for appropriation ||117.65 ||115.87 |
|Surplus carried over ||117.65 ||115.87 |
During the year Company has earned the income of Rs. 335.50 lakhs as compared to Rs.695.16 lakhs in the previous year. The Net Profit after Tax stood Rs.1.78 lakhs asCompared to Rs. 4.12 lakhs in the previous year.
Your Directors decided to plough back the profit and therefore dividend is notdeclared.
CHANGE IN NATURE OF BUSINESS IF ANY
There are no major changes in the Business of the Company. However during the yearunder review the Company has undertaken significant exposure in capital market operations.
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF THE COMPANY'SAFFAIR
The Company does not have any significant Business activity other than that of CapitalMarket Operations and Interest income.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
DETAILS OF SUBSIDIARY/ASSOCIATE AND JOINT VENTURES COMPANIES
The Company has no Subsidiary/Associate and Joint Venture Companies during period underreview.
INVESTMENT IN JOINT VENTURES
The Company has not made any investment in Joint Venture during the period underreview.
HUMAN RESOURCE DEVELOPMENT
Your Company has always believed that Human Resource is the most important resource andcontinues to work for its development. The functioning and activities were further alignedto Company's Business objectives. The Human Resource Development activities focused onmulti-skill training performance and improvement etc.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on 31st March 2017 your Board of Directors Comprises of 6 Directorsincluding 3 Independent Director.
All Independent directors of the Company submitted a declaration that each of themmeets the criteria of independence as provided in Section 149(6) of the Act and there hasbeen no change in the circumstances which may affect their status as Independent Directorduring the year. In accordance with the provisions of the Companies Act 2013 and theArticles of Association of the Company Mr. Manoj Jain retire by rotation atthe ensuing Annual General Meeting and being eligible offers himself for re-appointment.During the year the Non-Executive Directors of the Company had no pecuniary relationshipor transactions with the Company other than the sitting fees for the purpose of attendingMeetings of the Company. During the year Ms. Amiksha Bhatiwara appointed as CompanySecretary of the Company w.e.f. 12th August 2016.
The Board of Directors and Nomination and Remuneration Committee has carried out anannual evaluation performance of Board as whole Board Committees and individual Directorspursuant to the provisions of the Act and the Corporate Governance requirements asprescribed by Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. The performance of the Board was evaluated by the Boardafter seeking inputs from all the Directors on the basis of the criteria and policyformulated by Nomination and Remuneration Committees in consultation with IndependentDirectors of the Company. The performance of the committees was evaluated by the Boardafter seeking inputs from the Committee Members on the basis the criteria and policyformulated by Nomination and Remuneration Committees in consultation with IndependentDirectors of the Company. The Board and the Nomination and Remuneration Committee reviewedthe performance of the individual Directors on the basis of the criteria such as thecontribution of the individual Director to the Board and Committee Meetings like activeparticipation in the discussion meaningful and constructive contribution and inputs inMeetings etc. In addition the Chairman was also evaluated on the key aspects of his role.In a separate Meeting of Independent Directors performance of Non-Independent Directorsperformance of the Board as a whole and performance of the Chairman was evaluated takinginto account the views of Executive Directors and Non-Executive Directors. The same wasdiscussed in the Board Meeting that followed the Meeting of the Independent Directors atwhich the performance of the Board its Committees and Individual Directors was alsodiscussed. Performance evaluation of Independent Directors was done by the entire Boardexcluding the Independent Director being evaluated.
Even after demonetization the Indian Economy has shown a healthy growth. Variousefforts of the Government to develop infrastructure will definitely help Economic growth.The "ONE TAX ONE NATION new regime introduced by Government of India in indirecttaxation viz. Goods & Service Tax (GST) will also boost the economy. All these willhave a positive effect on the capital market. Keeping this in view your Directors feelbarring unforeseen circumstances the future of your Company is well secured.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY
The Particulars of Loans or Advances or Investments made under Section 186 of the Actare furnished in Financial Statement's notes to account forming part of Annual Report.
RELATED PARTY TRANSACTION
In line with the requirements of the Companies Act 2013 and Listing Regulations yourCompany has formulated a Policy on Related Party Transactions which is also available onthe Company's website athttp://ctcl.co.in/wp-content/uploads/2016/03/Related-Party-Transaction-policy.pdf. ThePolicy intends to ensure that proper reporting; approval and disclosure processes are inplace for all transactions between the Company and Related Parties.
All Related Party Transactions are placed before the Audit Committee and Board ofDirectors for review and their approval. Prior omnibus approval is obtained for RelatedParty Transactions on a quarterly basis for transactions which are of repetitive natureand / or entered in the Ordinary Course of Business and are at Arm's Length.
No Material Related Party Transactions i.e. transactions exceeding 10% of the annualconsolidated turnover as per the last audited financial statements were entered duringthe year by your Company. Accordingly the disclosure of Related Party Transactions asrequired under Section 134(3)(h) of the Companies Act 2013 in Form AOC-2 is notapplicable.
Volatile Capital market had an adverse effect on the working of your Company. Totalrevenue including other income for the financial year ended on 31st March 2017was Rs. 335.50 Lakhs as compared to last year Rs. 695.16 lakhs. The Earnings beforeInterest Depreciation and Tax (EBITA) was Rs. 5.04 lakhs against Rs. 10.42 lakhs.
During the year under review your Company has not accepted any Deposits under Chapter Vof Companies Act 2013.
There is no inflow and outflow of Foreign Exchange during the year under review.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge confirm that:
a. In the preparation of the Annual Accounts the applicable Accounting Standards hadbeen followed and that no material departures have been made from the same:
b. they have selected such accounting policies and applied them consistently and madejudgments and estimates that 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 profitand loss of the Company for that period;
c. they have 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;
d. they have prepared the Annual Accounts on a going concern basis; and e. they havelaid down Internal Financial Controls for the Company and such Internal Financial Controlsare adequate and operating effectively; and
f. they have devised proper systems to ensure Compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provisons of Section 135 of the Companies Act 2013 are not applicable to the Companyduring the period under review.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Vigil Mechanism of the Company which also incorporates a Whistle Blower Policy interms of the SEBI (Listing Obligation and Disclsure Requirments) Regulations2015 toreport genuine concerns or grievances. The Vigil Mechanism/ Whistle Blower Policy may beaccessed on the Company's website www.ctcl.co.in .
NUMBER OF MEETINGS OF THE BOARD
Six (6) Meetings of the Board were held during the year. For details of the Meetings ofthe Board please refer to the Corporate Governance Report which forms part of thisreport.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on Director's appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which forms part of this report.
PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE
As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (Act) and Rules made thereunder your Company asconstituted Internal Compliants Committee (ICC). During the year no complaints were filedwith the Company and the same were investigated and resolved as per the provisions of theAct.
PARTICULARS OF EMPLOYEES
The Company had no employee during the year covered under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
According to the Directors there are no adverse remarks made by Statutory Auditors intheir report. Notes to Accounts are Self-explanatory to comments/onservation made byauditors in their report . Hence. No seprate explantion is given.
M/s Suresh Anchaliya & Co. were appointed as Statutory Auditors of yourCompany at the Annual General Meeting held on 30th September 2015 for a term offive (5) consecutive years. As per the provisions of Section 139 of the Companies Act2013 the appointment of Auditors is required to be ratified at Annual General Meeting.
Pursuant to the provisions of the Companies Act 2013 and Rules there on Ms.Deepika Singhvi Practising Company Secretary has been appointed to conductSecetarial Audit of the Company for the financial year 2016-17. The Secretarial AuditReport is annexed to this Report. According to the Directors there are no adverse remarksmade by Secretarial Auditor in her report.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The Company is not engaged in manufacturing activties and as such the particularsrelating to conservation of energy and technology absorption are not applicable. Howeveryour Company takes every reasonable steps and measures to conserve the energy in the bestpossible manner on continious basis.
RISK AND INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an elaborate Risk Management procedure. Major risks identified by thebusinesses and functions are systematically addressed through mitigating actions on acontinuing basis. The key risks and mitigating actions are placed before the AuditCommittee of the Company. The Company's Internal Control Systems are commensurate with thenature of its business and the size and complexity of operations. Significant auditobservations and follow up actions thereon are reported to the Audit Committees.
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements as set out by The Securities and ExchangeBoard of Indai (SEBI). The report on Corporate Governance as stipulated under the SEBI(Listing Obligations and Disclosure Requirments) Regulations 2015 forms an integral partof this Report. The requisite certificate from the Auditor confirming compliance with theconditions of Corporate Governance is attached and is forming the part of Annual Report .
EXTRACT OF ANNUAL RETURN
The extract of Annual Return in Form MGT-9 as required under Section 92(3) and Rule 12of the Companies (Management and Administration) Rules 2014 is appended as an Annexure tothis Report.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe Company. The Company believes in "Zerofitolerance" against briberycorruption and unethical dealings / behaviours of any form and the Board has laid down thedirectives to counter such acts. The Code laid down by the Board is known as "Code ofBusiness Conduct" which forms an Appendix to the Code. The Code has been posted onthe Company's website www.ctcl.co.in. The Code lays down the standard procedure ofbusiness conduct which is expected to be followed by the Directors and the designatedemployees in their business dealings and in particular on matters relating to integrity inthe work place In business practices and in dealing with Stakeholders. The Code givesguidance through examples on the expected behaviour from an employee in a given situationand the reporting structure.
All the Board Members and the Senior Management Personnel have confirmed Compliancewith the Code. All Management Staff were given appropriate training in this regard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil Mechanism named Fraud and Risk Management Policy to deal withinstances of fraud and mismanagement if any. In staying true to our values of StrengthPerformance and Passion the Company is committed to the high standards of CorporateGovernance and Stakeholders responsibility. The Fraud and Risk Management Policy ensuresthat strict confidentiality is maintained whilst dealing with concerns and also that nodiscrimination will be meted out to any person for a genuinely raised concern. A Committeehas been constituted which looks into the complaints raised. The Committee reports to theAudit Committee and the Board.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's Shares and prohibitsthe purchase or sale of Company Shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.
BUSINESS RESPONSIBILITY REPORTING
The Business Responsibility Reporting as required by Regulation 34 of the SEBI (ListingObligations and Disclosure Requirments) Regulation 2015 is not applicable to yourCompany for the financial year ended March 31 2017.
Statements in the Annual Report particularly those which relate to ManagementDiscussion and Analysis may constitute forward looking statements within the meaning ofapplicable laws and regulations. Although the expectations are based on the reasonableassumption the actual results might differ.
The Board of Directors wishes to express their sincere thanks to Bankers ShareholdersClients and all the Employees of the Company for extending their support during the year.
|REGISTERED OFFICE ||By Order of the Board of Directors |
|9 Botawala Building 3rd Floor || |
|11/13 Horniman Circle Fort || |
|Mumbai 400001 || |
|Date:18th August 2017 ||Manoj Jain |
| ||Chairman |
| ||DIN: 00165280 |