Your Directors have pleasure in presenting their 33 Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2019.
1) Financial summary or highlights/Performance of the Company (Standalone)
The financial results for the year ended 31 March 2019 are given below
|Description ||For the year ended 31 March 2019 ||For the year ended 31 March 2018 |
|Total Income ||12721204 ||16594462 |
|Total Expenditure ||14006908 ||14884634 |
|Pro t before tax ||-1285704 ||1709828 |
|Tax ||274200 ||372700 |
|Pro t after tax ||-1559904 ||1337128 |
|Add : Opening Balance ||17280766 ||16211638 |
|Less : Transfer to Statutory Reserve || ||268000 |
|Closing Balance to be carried to Balance Sheet ||-15720862 ||17280766 |
|EPS ||-0.52 ||0.45 |
As your company has incurred a net loss during the year your Directors have notrecommended any dividend for the year.
Due to loss during the year no amount was transferred to Statutory Reserve as requiredunder Section 45-IC of the Reserve Bank of India Act 1934.
4) Brief description of the Company's working during the year/State of Company'sa airs
During the year under report the Company extended credit facility to the tune of Rs.354.92 lakhs. The total income of the Company is at Rs. 127.21 lakhs during the year underreview as against Rs. 165.94 lakhs in the previous financial year; and the company hasincurred a loss of Rs. 12.86 lakhs during the year under review as compared to profit ofRs. 17.10 lakhs in the previous financial year; and loss incurred after tax during theyear under review is at Rs. 15.60 lakhs as compared to Pro t of Rs. 13.37 lakhs in theprevious financial year.
There is no separate reportable segment as per Accounting Standard - 17 as theoperation related to one segment
5) Information required under Non-Banking Financial Companies Acceptance OfPublic Deposits (Reserve Bank) Directions 1998
There are no instance where the public deposit of the company have not been claimed bythe depositors or not paid by the company after the date on which the deposit became duefor repayment.
As such the total amount due under such accounts remaining unclaimed or unpaid beyondthe dates referred to above was NIL.
6) Change in the nature of business if any
There is no significant change in the activities of the company. Your Company continuesto advance finance under the various categories as in previous years.
7) Material changes and commitments if any affecting the financial position ofthe company which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of the report
No Material changes occurred subsequent to the close of the financial year of theCompany to which the balance sheet relates and the date of this report.
8) Details of significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and company's operations in future
There are no instances wherein significant and material orders passed by regulators orcourts or tribunals had impacted the going concern status and company's operations.
9) Details in respect of adequacy of internal financial controls with referenceto the Financial Statements.
The Company's Internal Control System is designed to ensure operational effciencyprotection and conservation of resources accuracy and promptness in financial reportingand compliance with laws and regulations. Adequate Internal Control Systems and checks arein place commensurate with the size of the Company and nature of its business. Themanagement exercises financial control on the operations through a well defined monitoringprocess and standard operating procedures.
10) Vigil Mechanism / Whistle Blower Policy
The company has a Vigil Mechanism Policy to deal with any instance of fraud ormismanagement. The details of the Policy are explained in the Corporate Governance Reportand are also posted on the website of the company.
11) Details of Subsidiary/Joint Ventures/Associate Companies
Your Company do not have a Subsidiary/Joint Venture/Associate Company as such instancesof reporting does not arise.
12) Performance and financial position of each of the subsidiaries associatesand joint venture companies included in the consolidated financial statement.
As there are No subsidiaries associates and joint venture companies instances ofreporting on their performance and financial position does not arise.
The details relating to deposits covered under Chapter V of the Act-
|( a ) accepted during the year including renewal of interest accrued on renewal of existing deposits; ||Nil |
|( b ) remained unpaid or unclaimed as at the end of the year; ||Nil |
|( c ) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved- || |
|(I) at the beginning of the year; ||Nil |
|(ii) maximum during the year; ||Nil |
|(iii) at the end of the year; ||Nil |
|( d ) The details of deposits which are not in compliance with the requirements of Chapter V of the Act; ||Nil |
Note : Rs. 11.14 lakhs repaid as directed by RBI Rs.24.8 lakh exempted deposit bydirectors retained.
14) Statutory Auditors
M/s. Diyali B and Associates. Chartered Accountants Chennai the statutory auditorsof the Company were appointed by the members at the Annual General Meeting held on 23September 2017 for a period of five (5) years subject to ratification of shareholders andcon rmation of Auditors at every Annual General Meeting.
However pursuant to the amendment in Section 139 of the Companies Act 2013 andrelated rules vide the Companies (Amendment) Act 2017 and the Companies (Audit andAuditors) Amendment Rules 2018 notified on 7th May 2018 the requirement of rati cationof Statutory Auditors in every Annual General Meeting is omitted. Therefore the item forrati cation of Auditors is placed before the members in this Annual General Meetingwithout any further rati cation required for the remaining term in view of the forgoing.Further in accordance with the resolution passed by the Shareholders in the Annual GeneralMeeting held in the year 2017 the Board of Directors shall x remuneration for theAuditors in consultation with the Auditors.
The Audit Committee in its meeting has recommended the reappointment of the Auditors.The necessary resolution is being placed before the shareholders for approval.
15) Auditors' Report
The Board of Directors wish to state that the Auditors' Report on the Audited FinancialStatement of the Company for the year ended 31 March 2019 do not contain anyqualification reservation or adverse remark so need not require any explanation orcomment
16) Share Capital
(I) Issue of equity shares with differential rights
The Board of Directors wish to inform that there are no instance during the financialyear for issue of equity shares with differential rights as such the requirement forproviding details as provided in rule 4 (4) of Companies (Share Capital and Debentures)Rules 2014 does not arise.
(II) Issue of sweat equity shares
The Board of Directors wish to inform that there are no instance during thefinancial year for issue of sweat equity shares as such the requirement for providingdetails as provided in rule 8 (13) of Companies (Share Capital and Debentures) Rules 2014does not arise.
(III) Issue of employee stock options
The Board of Directors wish to inform that there are no instance during thefinancial year for issue of employee stock options as such the requirement for providingdetails as provided in rule 12 (9) of Companies (Share Capital and Debentures) Rules 2014does not arise.
17) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees The Board of Directors wish to inform that thereare no instance during the financial year where the company had made provision of moneyfor purchase of its own shares by employees or by trustees for the benefit of employees assuch the requirement for providing details as provided in rule 16 (4) of Companies (ShareCapital and Debentures) Rules 2014 does not arise
18) Extract of the annual return
The extract of the annual return for the financial year ended on 31st March 2019 asrequired by Section 92 (3) of the Companies Act 2013 is provided as Annexure"A"
19) Conservation of Energy Technology Absorption & Foreign Exchange Earningsoutgo:
A. Details of Conservation of Energy: NIL
(i) Steps taken or impact on conservation of energy
(ii) Steps taken by the company for utilizing alternate sources of energy
(iii) Capital investment on energy conservation equipment
B. Technology Absorption: Nil
(i) Efforts made towards technology absorption:
(ii) Benefits derived as a result of the above the orts:
(iii) In case of imported technology (imported during the last 3 years reckoned fromthe beginning of the financial year):
(a) Details of technology imported:
(b) Year of import:
(c) Whether the technology been fully absorbed:
(d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof:
(iv) Expenditure incurred on Research and Development:
The Company has not any incurred any cost towards undertaking R&D Activity duringthe period under review.
C. Foreign Exchange Earnings and Outgo:
Foreign Exchange earned in terms of actual in flows during the year :NIL
Foreign Exchange outgo during the year in terms of actual out flows :NIL
20) Corporate Social Responsibility (CSR)
The Corporate Social Responsibility (CSR) which is applicable to every company havingnet worth of rupees five hundred crore or more or turnover of rupees one thousand croreor more or a net profit of rupees five crore or more during any financial year is Notapplicable and as such instances of disclosures as per Rule 9 of Companies (CorporateSocial Responsibility Policy) Rules 2014 does not arise.
The Current Directors on the Board are Mr. Ashok Jawarilal Galada Mr. Naveen AshokGalada Justice Ponniah Bhaskaran Mr. Subramnaiaiyer Venkatakrishnan Mr. KunjithapathamRamu Mrs. Indira Srinivasan Royakottam.
Mr. Ashok Jawarilal Galada Managing Director is liable to retire by rotation and beingeligible has o ered himself for re-appointment. Your Directors recommend there-appointment of the Mr. Ashok Jawarilal Galada retiring by rotation to the members.
22) Declaration from Independent Director(s)
The Company had received necessary declaration from each Independent Director of theCompany under Section 149 (7) of the Companies Act 2013 that each of them meets with thecriteria of their independence as laid down in Section 149 (6).
23) Formal Annual Evaluation
The Board periodically evaluates its own performance and that of its committees andindividual directors. .
24) Disclosure under Sexual Harassment of Women At Workplace (Prevention Prohibitionand Redressal) Act 2013 Your company has always believed in providing a safe andharassment free work place for every individual working in the company's premises throughvarious interventions and practices. The company always endeavors to create and provide anenvironment that is free from discrimination and harassment including sexual harassment.The company have a formal Anti Sexual Harassment policy in line with the requirements ofthe The Sexual Harassment of Workmen at the Workplace (Prevention Prohibition &Redressal ) Act 2013. Internal complaints committee has been set up to redress complaintscontractual temporary and trainees are covered under the policy. The following is thesummary of sexual harassment complaints received and disposed of during the 2018-19:
No. Of complaints received : NIL
No. Of complaints disposed of : NIL
25) Meetings of the Board of Directors
Composition and category of Board of Directors
The Board of Directors of the company comprises of Executive Non-Executive andIndependent Directors
|Name of the Director ||Designation ||Category |
|Justice Ponniah Bhaskaran ||Chairman ||Independent and Non Executive Director |
|Mr. Ashok Jawarilal Galada ||Managing Director ||Promoter and Executive Director |
|Mr. Naveen Ashok Galada ||Director ||Promoter and Non Executive Director |
|Mr. Subramnaiaiyer Venkatakrishnan ||Director ||Independent and Non -Executive Director |
|Mr. Kunjithapatham Ramu ||Director ||Independent and Non Executive Director |
|Mrs.Indira Srinivasan Royakottam ||Director ||Independent and Non Executive Director |
Attendance of each Director at Board Meetings Annual General Meeting and Number ofother Directorships and Membership/Chairmanship of Committees of each Director in variousCompanies forms part of Corporate Governance Report.
26) Audit Committee
The Audit Committee comprised of the following directors for the year ended 31st March2019.
|Name of members ||Status in Committee ||Nature of Directorship |
|Justice Ponniah Bhaskaran ||Chairman ||Independent and Non- |
|Subramnaiaiyer Venkatakrishnan ||Member ||executive Director |
|Kunjithapatham Ramu ||Member || |
The terms of reference of the Audit Committee are as per the guidelines set out in thelisting Regulations with the stock exchange and these also con rm to the provisions of theCompanies Act 2013. The details of date of the meeting of the committee and attendance ofeach Director along with scope of Audit Committee are given in the Corporate GovernanceReport.
The Board has not rejected any proposal / recommendations of the Audit Committee duringthe year.
27) Details of establishment of vigil mechanism for directors and employees
The Company has a Vigil Mechanism named "Whistle Blower Policy" to deal withgenuine concerns raised by the Directors/employees if any. The details of the WhistleBlower Policy is explained in the Corporate Governance Report and also posted on theCompany's website
28) Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprised of the following directors for theyear ended 31 March 2019
|Name of member ||Status in Committee ||Nature of Directorship |
|Kunjithapatham Ramu ||Chairman ||Independent and Non- |
|Justice Ponniah Bhaskaran ||Member ||executive Director |
|Subramnaiaiyer ||Member || |
|Venkatakrishnan || || |
29) Particulars of loans guarantees or investments under section 186
The Company has not given any loans or Guarantees covered under the provisions ofSection 186 of the Companies Act 2013. The details of the Investments made by Company aregiven in the notes to the financial statements.
30) Particulars of contracts or arrangements with related parties:
All related party transaction that was entered into during the financial year was on anarm's length basis in the ordinary course of business. There are no 'material' contractsor arrangements or transactions which were not at arm's length basis and thereforedisclosure in form AOC -2 is not required.
All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained for thetransactions which are foreseeable and repetitive nature. For the transactions enteredinto pursuant to the omnibus approval so granted a statement giving details of allrelated party transactions is placed before the Audit Committee and the board of Directorsfor their approval on a quarterly basis.
31) Managerial Remuneration:
Disclosure of remuneration under section 197 (12) of the companies act 2013 read withrule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are provided at Annexure "B"
32) Secretarial Audit Report
The Board of Directors of the company had appointed ASJ & Associates PracticingCompany Secretaries represented by Abishek Jain (Membership No. ACS 41678/CP 15508)havingaddress at 1D Middle Block Saptamallika Apt 188 Poonamllee High Road KilpaukChennai-600010 who has conducted the Secretarial Audit of the Company for the FinancialYear 2018-19. The Secretarial
Audit report issued by him is attached to this report as Annexure "C". As there are no qualifications reservation or adverse remark or disclaimer made by theCompany secretary in whole time practice in the secretarial audit report the need forproviding explanation or comments on the same by the Board of Directors does not arise
33) Corporate Governance Certi cate
The Compliance certi cate from the auditors regarding compliance of conditions ofcorporate governance as stipulated in SEBI (LODR) 2015 is provided as Annexure"D" to this report.
34) Corporate Governance Report
The Company is committed to maintain the standards of corporate governance and adhereto the corporate governance requirements set out by SEBI.
The Report on corporate governance as stipulated under SEBI (LODR) 2015 forms part ofthe Annual Report and is attached as Annexure "E".
The requisite certi cate from the Auditors of the Company con rming compliance with theconditions of corporate governance as stipulated under the aforesaid SEBI (LODR) 2015 isattached to the Report on corporate governance.
35) Management's Discussion and Analysis Report
Management's Discussion and Analysis Report for the year under review as stipulatedunder Schedule V (Regulations 34(3) and 53(f)) of SEBI (LODR) 2015 with the StockExchanges in India is presented in a separate section forming part of the Annual Report.
36) Risk management policy
A Risk Management Policy for the Company has been adopted by the Board. The Companymanages risk through a detailed Risk Management Policy framework which lays downguidelines in identifying assessing and managing risks that the businesses are exposedto. Risk is managed by the Board through appropriate structures that are in place.
37) Directors' Responsibility Statement
The terms of clause (c) of sub-section (3) of Section 134 of the Companies Act 2013the directors state that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of a airs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
( c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Your Directors would like to express their appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives sta and employees.
| ||For and on behalf of the Board of Directors |
| ||Justice Ponniah Bhaskaran |
| ||Chairman |
| ||DIN:00126136 |
|Date: 14.08.2019 || |
|Place: Chennai || |