Your Directors present their report on Business and Operations of the Company alongwith Audited Statement of Accounts for the year ended on 31st March 2019.
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(Rs. In Lakhs)
|Particulars ||Year Ended 31/03/2019 ||Year Ended 31/03/2018 |
|Income ||1096.86 ||244.58 |
|Less- Expenditure ||(1093.37) ||(235.78) |
|Profit before Depreciation ||3.49 ||8.80 |
|Less: Depreciation ||(1.33) ||(176) |
|Profit after Depreciation & Before Tax ||2.16 ||7.04 |
|Less: Current Year Tax ||0.36 ||1.75 |
|Deferred Tax Liability ||0.38 ||0.37 |
|Less: Tax (Income Tax) paid for earlier period ||0.74 ||0.08 |
|Profit after Tax ||0.68 ||4.84 |
|Surplus/Loss brought forward from the previous year ||122.49 ||117.65 |
|Total amount available for appropriation ||123.17 ||122.49 |
|Surplus carried over ||123.17 ||122.49 |
During the year Company has earned the income of Rs. 1096.86 lakhs as compared to Rs.244.58 lakhs in the previous year. The Net Profit after Tax stood Rs.0.68 lakhs asCompared to Rs. 4.84 lakhs in the previous year.
With a view to strengthen the financial position of the Company directors did notrecommend any dividend for the financial year 2018-19.
CHANGE IN NATURE OF BUSINESS. IF ANY
There are no major changes in the Business of the Company.
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 Interest income and Trading of Goods.
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 IOINT 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.
The Authorised Capital and paid up capital of the remained unchanged during the year.
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
During the year there was no change in the Board Of Directors and Key ManagerialPresonnel . However Ms. Amiksha Bhatiwara Whole Time Company Secretary and Complianceofficer of the Company resigned w.e.f. 17th April 2019. The Board places onrecord its deep apprreciation for the outstaning contribution made by Ms. AmikshaBhatiwara.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Manoj Jain retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for reappointment.
In terms of the requirements of the Companies Act 2013 Ms. Swati Panchal theIndependent Director of the Company was appointed for a period of five years on 30thSeptember 2014. Ms. Swati Panchal Independent Director of the Company whose current termis expiring on 30th September 2019 has conveyed her desire not to seekre-appointment as Independent Director of the Company for the second term. Accordinglythe tenure of Ms. Swati Panchal as Independent Director of the Company shall come to endon 30th September 2019. The Board places on record its deep sense of gratitudeand appreciation for Ms. Swati Panchal's immense contribution strategic guidance providedduring her tenure as an Independent Director and as the Chairperson of the Audit Committee Nomination and Remuneration Committee and Stakeholders Relationship Committee of theCompany.
DECLARATION GIVEN BY INDEPENDENT DIRECTORS
As per the requirement of Section 149 (7) of the Companies Act 2013 the IndependentDirectors have given their respective declarations that they meet the criteria ofindependence as specified under Section 149 (6) of the Act.
BOARD AND PERFORMANCE EVALUATION 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 Companies Act2013 and the Corporate Governance requirements as prescribed by Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015("SEBI Listing Regulations").
The evaluation of all the directors committees Chairman of the Board and the Boardas a whole was conducted based on criteria and framework adopted by the Board. Performanceevaluation criteria for Board Committees of the Board and Directors were approved by theNomination & Remuneration Committee of the in its dully convened meeting. The maincriteria on which the evaluations was carried out were Director's knowledge &expertise specific competency and professional experience board engagement and timecommitment.
Performance Evaluation of the Directors:
The Board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.
Evaluation of the Board Committees:
The Board evaluated the performance of each of the Board Committees on the followingbroad categories:
Mandate and composition
Effectiveness of the Committee
Structure of the Committee its functioning and attendance
Discussion quality of agenda and action taken report
Independence of the Committee from the Board
Contribution of the Committees to the decisions taken by the Board
Functioning of the committee in accordance with the terms of reference
The Board opined that the Board Committees' composition structure processes andworking procedures are well laid down and that the Board Committees members have adequateexpertise drawn from diverse functions industries and business and bring specificcompetencies relevant to the Company's business and operations.
Independent Directors' Evaluation of Non-Independent Directors
In a dully convened separate meeting of independent directors performance ofnon-independent directors performance of the board as a whole and performance of thechairman was evaluated taking into account the views of executive directors andnon-executive directors. The Independent Directors also assessed the quality quantity andtimeliness of flow of information between the Company management and the Board.
Performance evaluation of independent directors was done by the entire board excludingthe independent Director being evaluated.
India continues to be one of the fastest growing economies in the world and this isexpected to continue in the financial year 2019-20. The financial year 2018-19 witnessed astrong and sustained economic upsurge. Improvement in growth conditions indicatesnormalization of the supply chain which was disrupted due to demonetization and GST. TheCompany is into financial services and trading business which also includes consumerelectronics as well as metal products. The various trends like growing affluence risingurbanization and digital connectivity will increase awareness will drive growth into theindustry.
Company's agenda for the growth is clearly defined by the management i.e. to understandthe financial need of the empowered customers and address those requirements withdiversified services with the help of best in class technology and never compromise oncore values namely fairness integrity and transparency. We believe that the financialindustry in India is moving towards rapid growth and with the aid of digitalizationsupported by economic prosperity and reforms performance of the company is certainlyexpected to reach heights.
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 at http://ctcl.co.in/wp-content/uploads/2016/03/Related-Partv-Transaction-policy.pdf. The Policy intends to ensurethat proper reporting; approval and disclosure processes are in place for all transactionsbetween 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 if any.
During the year the company had not entered into any contract/ arrangement /transaction with any related party which could be considered material in accordance withthe policy of the company on materiality of related party transactions. Thus disclosurein Form AOC-2 is not required.
Your Directors draw attention of the members to the financial statement which sets outrelated party disclosures.
The income from operation on during the year was Rs. 1096.86 Lakhs (Previous Year Rs.244.58 Lakhs). The Company's turonver increased by 77.70% due to increase in sale ofproudcts and Interest income . However the gross profits have increased by 69.31 . TheEarnings before Interest Depreciation and Tax (EBITA) was Rs. 6.87 lakhs against Rs.13.64 lakhs.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
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 have laid down Internal Financial Controls for the Company and such InternalFinancial Controls are 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.
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
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed offduring the year 2018-19
| No. of complaints received: Nil |
| No. of complaints disposed off: Nil |
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.
(1) STATUTORY AUDITORS:
M/s. A K Kocchar & Associates Chartered Accountants (Firm Registration Number-120410W) were appointed as Statutory Auditors of the Company at the 38th AGMfor a term of 5 (Five) consecutive years .
M/s. A K Kocchar & Associates have confirmed their eligibility and qualificationrequired under Sections 139 141 and other applicable provisions of the Companies Act 2013and rules issued thereunder (including any statutory modification(s) or re-enactment(s)thereof for the time being in force).
The Notes on financial statement referred in the Auditors' Report are self-explanatoryand do not call for any further comments. The Auditors' Report does not contain anyqualification reservation or adverse remark.
(2) SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The Board had appointed CS Ms. Deepika Singhvi Practicing Company Secretary to carryout Secretarial Audit under the provisions of Section 204 of the Companies Act 2013 forthe financial year 2018-19. The report of the Secretarial Auditor is annexed to thisreport as Annexure - I. The report does not contain any qualification reservation oradverse remark made by the Secretarial Auditor.
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
Pursuant to section 134 (3) (n) of the Companies Act 2013 the Company has undertakensuitable measures for the development and implementation of a risk management policy forthe Company including identification of elements of risk if any which in the opinion ofthe Board may threaten the existence of the Company. At present the Company has notidentified any element of risk which may threaten the existence of the Company.
The Company has an Internal Control System commensurate with the size and nature ofits operations. During the year controls were tested and no material weakness in designand operation were observed. These have been designed to provide reasonable assurance withregard to recording and providing reliable financial and operational informationcomplying with applicable statutes safeguarding assets from unauthorised use executingtransactions with proper authorisation and ensuring compliance of corporate policies.
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 Repor
EXTRACT OF ANNUAL RETURN
The extract of annual return in Form MGT-9 as required under Section 92(3) of theCompanies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules2014 is appended as an Annexure - II to this Annual Report .
CODE OF CONDUCT:
The Code of Conduct for the Board of Directors and the Senior Management has beenadopted by the Company. The Code of Conduct has been disclosed on the website of thecompany at www.ctcl.co.in
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 adopted a Whistle Blower Policy to report to the Management instancesof unethical behaviour actual or suspected fraud or violation of the Company's code ofconduct or ethics policy. Under this policy the employees can approach the Company'sCompliance Officer and/or Chairman of the Audit Committee. Whistle Blower Policy ensuresthat strict confidentiality is maintained whilst dealing with concerns and also that nodiscrimination be meted out to any person for a genuinely raised concern. The WhistleBlower Policy of the Company is posted on the website of the Company.
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 have confirmed compliance with theCode.
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 2019.
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:13th August 2019 ||Manoj Jain |
| ||Chairman |
| ||DIN:00165280 |