Your Directors are pleased to present the 65th Annual Report of the Companytogether with the Audited Statements of Accounts and Auditors' Report for the year ended31st March 2017.
|Particulars ||2016-17 ||2015-16 |
|Revenue from Sale of Shares ||- ||157.36 |
|Revenue from Interest Income ||127.69 ||129.13 |
|Revenue from Sale of Commodity ||342.35 ||122.29 |
|Revenue from other income ||1.25 ||2.10 |
|Total Revenue ||471.283 ||410.88 |
|Profit before Dep & tax ||27.70 ||(203.96) |
|Depreciation ||- ||- |
|Interest ||13.21 ||68.59 |
|Profit after Dep & Interest and before Tax ||14.49 || |
|Provision for T axation ||- ||- |
|Provision for T ax (deferred) ||- ||0.13 |
|Tax Adjustment for earlier years ||0.66 ||0.62 |
|Profit /Loss after Tax ||0.019 ||(273.30) |
|Net profit/ (Loss) ||0.019 ||(273.30) |
|EPS ||0.00 || |
During the year under review the company has generated the revenue of Rs. 471.283 lacsas compared to Rs. 410.88 lacs in the previous year which is approximately 15% increasefrom the previous year. The net profit after tax was Rs. 0.019 lacs as compared to loss ofRs 273.30 lacs in the previous year.
In details it can be clearly seen from the figures available the Company did not tradein securities during the year under review resulted into nil revenue from Share TradingSegment as compare to Rs.157.36 Lacs in previous year and interest income is almost and atsame level. However the company has managed to almost doubled its revenue from Sale ofCommodities Segment i.e. Rs.342.35/- Lacs as compared to Rs.122.29 Lacs in previous yeardepicting 180% increase.
Further the year 2016-17 proved to be profitable year for the company though the profitis a miniature in figures but company has managed to earn the profit for the year againstthe loss of Rs.273.30 Lacs in previous year.
With the view to conserve financial resources of the Company your Directors do notrecommend any dividend on equity shares for the year ended 31st March 2017.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review Mr. Nikhil Shiva Poojary Whole Time Director of thecompany and Mrs. Deepti Lalwani Director of the company resigned from the Directorship ofthe company wef 12/11/2016 and 10/01/2017 respectively. The Board of Directors of theCompany appreciates the Contributions made by them during their tenure of Directorship.Ms. Khushboo Jain Company Secretary and Compliance officer of the company resigned w.e.f.10.01.2017
On the recommendation of Nomination & Remuneration Committee Board inducted Mr.Nitesh Pandirkar as Executive Director of the company w.e.f. 12/11/2016 and Mr. MehulKadiya and Mrs. Narmadaben Patel as Non Executive Independent Director w.e.f. 25/07/2016and 10/01/2017 respectively.
Your Directors also recommends to the members the office of Mr. Nitesh Pandirkar as aWhole Time Director of the Company for the period of five years as per item no.5 of thenotice.
As required under Regulation 30 of SEBI (Listing Obligations & DisclosureRequirement) Regulations 2015 with the stock exchanges the information on theparticulars of directors proposed for appointment/re-appointment has been given in thenotice of annual general meeting.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section I34(3)(c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed:
a) In the preparation of the annual accounts for the financial year ended 31st March2017 the applicable accounting standards have been followed.
b) Accounting policies selected were applied consistently. Reasonable and prudentjudgments and estimates were made so as to give a true and fair view of the State ofaffairs of the corporation as at the end of March 31 2017 and of the profit of theCompany for the year ended on that date.
c) Proper and sufficient care to the best of their knowledge and ability for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.
d) The Annual Accounts of the Company have been prepared on the ongoing concern basis.
e) That they have laid down internal financial controls commensurate with the size ofthe Company and that such financial controls were adequate and were operating effectively.
f) That system to ensure compliance with the provisions of all applicable laws was inplace and was adequate and operating effectively.
M/s. R. Soni & Co Chartered Accountants having Registration No. 130349W who hasbeen appointed Statutory Auditors of the Company at 64th Annual General Meetingfor five years and hold office up to the forthcoming Annual General Meeting and arerecommended for re-appointment to audit the accounts of the Company for the Financial Year2017-18. As required under the provisions of Section 139 of the Companies Act 2013 theCompany has obtained written confirmation from M/s. R. Soni & Co that theirre-appointment if made would be in conformity with the limits specified in the saidSection.
M/s. P.D. Pandya & Associates has shown his unavailbility to conduct SecretarialAudit for F.Y. 2016-17. The Management has shown their gratitutdeness to M/s. P.D. Pandya& Associates for conducting Secretarial Audit for F.Y. 2014-15 and 2015-16. The AuditCommittee recommended the name of Ms. Sonal Oza Company Secretary in Practice forconducting Secretarial Audit for F.Y. 2016-17 pursuant to the requirements of Section204(1) of the Act and Rule 9 of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
Ms. Sona Oza has shown her elibility and willingnecess to conduct Secretarial Auditfor F.Y. 2016-17 and has been appointed by the board in their meeting held on May 292017. The Secretarial Audit Report as received from Ms. Sona Oza is appended to thisReport as Annexure I.
Observations made in the Auditors' Report are self-explanatory and therefore do notcall for any further comments under Section Section 134(1) of the Companies Act 2013.
COMMENT/EXPLANATION ON REMARKS/OBSERVATIONS/QUALIFICATION MADE BY THE AUDITORS
M/s. R. Soni & Co. Practicing Chartered Accountant and Ms. Sonal Oza PracticingCompany Secretary in their respective Auditor Report for financial year 2016-17 have drawnthe attention of the management on some Prudential
Norms of NBFC which have been marked as qualification/obeservation/remarks in theirreport. In connection with the same management here with give their explanation for thesame as follows:
In Auditors' Report are procedural qualifications and cannot be quantified in figuresthe Management is having a view that that the Company is Small NBFC as compared to othergiants in the market and other peer group Companies. The Company is doing business out ofits own fund and had not accepted any deposits from public.
The Company operates its business with at most care and diligence. As far as making ofLoan and Advances are concerned management grants demand loan only either to the partiesknown to the Company or by reference which are governed by the Board policies. In somecases Loan Agreements or some KYC were not maintained. However considering the closemonitoring of Board no appraisal renewal policies and procedure has been prescribedtherefore and Directors are of a view that the Company has maintained all basic andnecessary documents but according to the auditor the documents are notappropriate/enough. But to survive in present cut throat competition scenario company hasto do the business as per client's availability at times. However the Company iscontinuously making efforts to make KYC documents in line with auditor's directions forfuture transactions to be executed.
The management of the Company is quite confident that there is/was no NPA. The Companygrants unsecured loan either to the parties to whom Company knows personally or to theparties whose reference has been received from some parties with whom Company hasalready done the business. Though the repayment of the loan and interest there on mighthave been delayed some time by the parties but Company do receive the payment on laterdate.
The Company has not registered itself with Professional Tax Department. However Companyhas deducted Profession Tax from salary of its employee regularly. The Company will soonobtain valid P.T. number and will comply with the same in the future.
The Company had created Charges with Federal Bank Calcutta on 22/03/1996 for Rs.7.67Lacs. The Company has satisfied the said Charge but inadvertantly lost the copy of no duecertificate received from the bank consequently form for satisfaction of charge has notbeen filed and said charge is still open in the name of company. The Company is doingconstant follow up with the bank for obtaining of fresh no due certificate. However sincethe matter is almost 20 years old and bank don't have the said copy on computer recordsas per bank it will take time to consider the matter and for issue of fresh NOC.
As far as appointment of Mr. Mehulkumar Harishkumar Kadiya was concerned the DIN hasbeen obtained late due to administrative delay and the members of the company themselveshas confirmed his appointment at 64th Annual General meeting.
All of the above qualification/obeservation/remarks does not bear on the performanceand earning capacity of the Company. The Management
CORPORATE GOVERNANCE CERTIFICATE
The Report on Corporate Governance as stipulated in the Listing Regulations forms partof the Annual Report. The requisite Certificate from M/s R. Soni & Co. PracticingCompany Secretaries and confirming compliance with the conditions of Corporate Governanceas stipulated under the aforesaid Listing Regulations is annexed hereto with AnnexureI.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
A. Conservation of Energy and Technology Absorption
The Company is not required to give information relating to conservation of energy andtechnology absorption as the Company is not engaged in any activities referred to inCompanies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988.
B. Foreign Exchange earnings and Outgo
The Company does not have any Foreign exchange earnings / expenses during the yearunder review and therefore the information in respect of Foreign Exchange Earnings andOutgo as required by Companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules 1988 is not provided.
EXTRACT OF ANNUAL RETURN
The extract of the Annual return in Form MGT-9 is annexed herewith as Annexure II.
Evaluation of performance of all Directors is undertaken annually. The Company hasimplemented a system of evaluating performance of the Board of Directors and of itsCommittees and individual Directors on the basis of a structured questionnaire whichcomprises evaluation criteria taking into consideration various performance relatedaspects.
The Board of Directors has expressed its satisfaction with the evaluation process.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year seven Board Meetings were convened and held details of which aregiven in the Report on Corporate Governance forming part of the Annual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES
The Company has established a Vigil Mechanism which includes a Whistle Blower Policyfor its Directors and Employees to provide a framework to facilitate responsible andsecure reporting of concerns of unethical behavior actual or suspected fraud or violationof the Company's Code of Conduct & Ethics. The details of establishment of VigilMechanism / Whistle Blower Policy are posted on the website of the Company and the weblink to the same ishttps://esaarindia.files.wordpress.com/2016/03/whistle-blower-policy_esaar.pdf
The Audit Committee comprises four members:
1. Mr. Upendra Patel - Independent Director and Chairman of the committee
2. Mr. Mehul Kadiya - Independent Director
3. Mrs. Narmadaben Patel - Independent Director
4. Mr. Nitesh Pandirkar - Executive Director
Further details on the Audit Committee are provided in detail in the Report onCorporate Governance forming part of the Annual Report.
NOMINATION AND REMUNERATION POLICIES
The Board of Directors has formulated a Policy which lays down a framework forselection and appointment of Directors and Senior Management and for determiningqualifications positive attributes and independence of Directors.
The Board has also formulated a Policy relating to remuneration of Directors membersof Senior Management and Key Managerial Personnel.
The Nomination Policy and the Remuneration Policy are given in Annexure III.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of investments covered under section 186of the Companies Act 2013 will beproduced for verification to the members at the Registered Office of the company on theirrequest.
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining the disclosures pertaining to remuneration and other details as required underthe Act and the above Rules are provided in the Annual Report. The disclosures asspecified under Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 have been appended to this Report as Annexure IV.
RISK MANAGEMENT POLICY
The Company has a robust Risk Management framework to identify measure and mitigatebusiness risk and opportunities. This framework seeks to create transparency minimizeadverse impact on the business objective and enhance the Company's competitive advantage.This risk framework thus helps is managing market credit and operations risks.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Contracts/arrangements/transactions entered by the Company during the financial yearwith related parties were in ordinary course of business and on arm's length basis. Duringthe year the Company had not entered into any contract/arrangement/ transaction withrelated parties which could be considered material in accordance with the policy of theCompany on materiality of related party transactions. Accordingly the disclosure ofRelated Party Transactions as required under Section 134(3)(h) of the Companies Act 2013in Form AOC-2 are given in Annexure V
Prior omnibus approval of the Audit Committee has been obtained on an annual basis fortransactions with related parties which are of a foreseeable and repetitive nature. Thetransactions entered into pursuant to the omnibus approval so granted a statement givingdetails of all transactions with related parties are placed before the Audit Committee fortheir review on a periodic basis.
Your Company has formulated a policy for dealing with related party transactions whichis also available on website of the Company at www.esaarindia.com
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
S Your Company has been registered as a NBFC since 1998 in terms of the provisions ofNon-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms(Reserve Bank) Directions 2007. Your company is categorized as n Non Deposit taking NonBanking Financial Company. The Company has not accepted any deposits during theyear from the public within the meaning of Section 73 of The Companies Act 2013.
S Details relating to issue of equity shares including sweat equity shares and shareswith differential rights as to dividend voting or otherwise since there was no suchissue of shares.
S No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
S During the year under review no Stock Options were granted vested or exercised. NoStock Options are in force as on date. Hence there are no disclosures required to be madepursuant to the applicable requirements of the Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014.
S Your Directors further state that during the year under review there were no casesfiled under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
We take this opportunity to thank the employees for their dedicated service andcontribution to the Company.
We also thank our business associates and shareholders for their continued support tothe Company.
By Order of the Board
|Sd/- ||Sd/- |
|Nitesh Pandirkar ||Upendra Patel |
|(Whole Time Director) ||(Director) |
|DIN:07654926 ||DIN: 06854187 |
|Date: 14/08/2017 || |
|Place: Mumbai || |