Your Directors have pleasure in presenting their Twenty Fifth Annual Report togetherwith Audited Accounts of the Company for the year ended on 31st March 2019.
1. FINANCIAL RESULTS :
| || ||(Rs. in Lacs) |
|For the Year ended ||31-03-2019 ||31-03-2018 |
|Income From Operations ||19.48 ||22.30 |
|Other Income ||3.42 ||3.51 |
|Operational Expenses ||15.53 ||15.51 |
|Profit/Loss before Dep. Tax & Misc. Expenses ||7.36 ||10.30 |
|Depreciation & Misc. Exp. W/off ||4.28 ||4.30 |
|Provision for Taxation || || |
|1. Current Taxes ||1.18 ||1.86 |
|2. Deferred Taxes ||(0.52) ||(0.42) |
|Profit / Loss after Tax ||2.42 ||4.56 |
|Balance Carried to Balance Sheet ||2.42 ||4.56 |
2. PERFORMANCE :
The Net Profit of the Company during the year under review was Rs. 2.42 Lakhs ascompared to Net Profit of Rs. 4 56. Lakhs in the previous year.
REVIEW OF OPERATIONS & FUTURE OUTLOOK :
Interest was the major source of earning during this year. The initiatives taken by theCompany to improve its operations in the coming financial years are good. Your Company isintensifying its focus on the NBFC business & liquidate its real estate investment.
3. DIVIDEND :
Since your Company has not made enough profit during the year under review yourdirectors have not recommended any dividend.
4. PUBLIC DEPOSITS :
The Company has not accepted any deposit from public during the year ended 31st March2019 as per provisions of Sections 73 to 76 of the Companies Act 2013.
5. SECRETARIAL AUDIT REPORT :
As done in earlier years Secretarial Audit Report for the FY 2018-19 pursuant tosection 204 (1) of the Companies Act 2013 has been obtained by the Company from ShriMohit Vanawat a Company Secretary in practice (M. No.: 45179 C.P. No.: 16528) which isattached with this report & there is no qualification reservation or adverse remarkin it.
6. CONSERVATION OF ENERGY :
Not applicable since your Company being a Financial Services Company.
7. TECHNOLOGYABSORPTION :
No comment is necessary considering the nature of activities of your Company during theyear under review.
8. FOREIGN EXCHANGE EARNINGSAND OUTGO :
Your Company does not have any foreign exchange earnings and outgo during the yearunder review.
9. DIRECTORS :
Mr. Laxman Singh Karnawat Director of the Company retires by rotation at the ensuingAnnual General Meeting. Looking to his age & other social responsibilities he hasexpressed his inability to continue to serve as a director & chairman of the Company.Board express its grateful thanks & heartful appreciation to him for his entire tenure& long association with the Company.
Mr. Lalit Kachhara Independent Director of the Company shall hold office until theconclusion of ensuing Annual General Meeting. His tenure as an Independent Director willexpire after conclusion of the ensuing AGM & further he is not eligible forreappointment. Board express its grateful thanks & heartful appreciation to him forhis entire tenure & long association with the Company.
Mr. Kailash Karnawat Managing Director of the Company shall hold office until theconclusion of ensuingAnnual General Meeting. Board has recommended his reappointment as aManaging Director for a further period of 5 years w.e.f. 01.10.2019 at the terms as setout in the Notice to AGM.
Mr. Upendra Tater is completing his first tenure as an Independent Director of theCompany upon the conclusion of ensuing Annual General Meeting. Board has proposed to givehim another term of five years & recommended his reappointment as an IndependentDirector for a further period of 5 years w.e.f. 01.10.2019 as set out in the Notice toAGM.
10. NOMINATION & REMUNERATION POLICY :
This policy has been formulated in accordance with the provisions of sec. 178 ofCompanies Act 2013 and the listing agreement with the Bombay Stock Exchange (BSE Ltd.).
The Major Criteria for recommending a person to become a Director are :
Qualification - He/She must have appropriate qualification and technical knowledgewhich would be useful to the Company.
Qualities - Honesty and dedication for work should be possessed by a person along witha strategic vision. Experience - Work experience in different areas is also a matter ofconsideration.
Track Record - A clean track record is required for recommendation to the post ofdirector. Appropriate Remuneration shall be paid to the directors on above basis.
Evaluation of performance is also made for the directors the basis of which ismentioned hereunder :
Attendance punctuality Advises Exercising of duties & powers given by boardconduct in compliance with the policies of Company viz. code of conduct &whistleblower policy etc. Ensuring Compliance with applicable laws/statutory obligationsby the CompanyActing in good faith & in the best interest of the CompanyIndependence in judgments Promoting best interest of shareholders Resolution of InvestorComplaints Encouragement of talent retention/morality & Commitments/new initiativesexpansion & innovation/recognitions etc. and overall performance of any director arethe criterion of evaluation.
11. DIRECTOR'S RESPONSIBILITY STATEMENT :
Pursuant to the requirements under Section 134 (3) (C) of the CompaniesAct 2013 theBoard of 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 explanations relating to material departures.
ii. the Directors had selected accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theProfit or Loss of the Company for the year under review.
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 arranged preparation of the accounts for the financial year endedMarch 31 2019 on a "going concern" basis.
v. the directors had laid down internal financial controls to be followed by theCompany & 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.
12. MANAGEMENT DISCUSSIONS &ANALYSIS REPORT :
INDUSTRY STRUCTURE & DEVELOPMENT :
No concessions are being given to NBFC Industry by govt. so that the industry canwithstand competitions from banks and other lending institutions. Moreover due tounhealthy business environment for the last many years the margins have squeezed and thecost of operations has increased consistently.
OPPORTUNITIES & THREATS :
Fluctuations in the interest rate in economy has created uncertainty in the business offinance. The biggest threat for Non Banking Finance Companies arise from the vast gapexisting between demand and supply.
Another threat for Non Banking Finance Companies comes from increased competition frombanking industry which is in a position to lend at competitive rates due to availabilityof huge funds at a cheaper cost. The Company expect stable interest rates in the comingperiod and is confident of meeting the challenges by increasing volume of business atnominal margin.
RISKAND CONCERNS :
Like any other industry the Company's business is also exposed to various businessrisks.
Continuous efforts are made to reduce the cost of funds increase the volume of thebusiness and to control the NPAs within a bearable limit to minimize the impact ofdeclining spread.
INTERNALCONTROL SYSTEM :
The Company has proper and adequate internal control system in all the areas of itsactivities. The Company's Audit Committee reviewed the internal control system and lookedin to the observations of the statutory auditor.
DISCUSSION ON FINANCIALPERFORMANCE :
The financial performance of the Company for the year has been discussed in theDirector's Report and cash-flow statement is annexed with the Annual Accounts.
HUMAN RESOURCES / INDUSTRIAL RELATIONS :
The relation between the Company and its employees remained cordial through-out theyear and the management expects the same to continue and receive full support andcooperation from its employees in future also.
13. AUDITORS :
M/s T. K. Bohara & Co. Chartered Accountants Auditors of the Company shall holdoffice untill the conclusion of ensuingAnnual General Meeting. TheAuditors being eligibleoffer themselves for reappointment. Pursuant to Section 139 of the Companies Act. 2013read with the Companies (Audit and Auditors) Rules 2014 the said Auditors are eligible tohold office for a term up to next four years subject to approval of shareholders at theensuingAGM as set out in the Notice to ensuing 25thAGM.