Your directors are pleased to present the thirty fifth Annual Report of the companytogether with the audited financial statements of the company for the financial year endedMarch 31 2017.
1. FINANCIAL HIGHLIGHTS
The financial performance of the Company for the year under review along with previousyear figures is summarized below:
| || |
Amount (Rs. in Lakhs)
|Particulars || || ||% change |
| ||2016-17 ||2015-16 || |
|Revenue from Operations and other income ||57.15 ||60.63 ||(5.74) |
|Less: Total Expenses ||45.50 ||46.24 ||(1.59) |
|Profit/(Loss) before Tax ||11.65 ||14.39 || |
|Less: Tax Expenses: || || || |
|Current ||4.94 ||4.45 || |
|Deferred ||- ||- || |
|Taxes for earlier years ||0.63 ||- || |
|Profit / (Loss) after Tax ||6.08 ||9.94 ||(38.85) |
|Profit & Loss Account (Opening Balance) ||8.34 ||0.38 || |
|Less: || || || |
|- Profit/ (Loss) transferred to Special Reserves ||(1.22) ||(1.98) || |
|Surplus/(Deficit) in Statement of Profit & Loss ||13.20 ||8.34 ||58.35 |
|Earnings per equity share ||0.05 ||0.08 ||(38.85) |
2. EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of section 92(3) read withRule 12(1) of the Companies (Management and Administration) Rules 2014 is furnished in Annexure-Aattached to this Report.
3. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW The Board ofDirectors met 11 (eleven) times on 29.04.2016; 30.05.2016; 13.06.2016; 29.06.2016;12.08.2016; 22.08.2016; 14.11.2016; 20.01.2017; 04.02.2017; 06.02.2017 & 10.03.2017during the year under review as detailed in Point 3 of Corporate Governance Report annexedto this report.
4. DIRECTORS' RESPONSIBILITY STATEMENT IN
TERMS OF SECTION 134(3)(c) OF THE COMPANIES ACT 2013 Your directors confirm that:
(i) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departure;
(ii) Appropriate accounting policies have been selected and applied consistently andhave made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at March 31 2017 and profit and lossof the company for the year ended March 31 2017;
(iii) Proper and sufficient care has been taken 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 laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and were operating effectively.
(v) The annual accounts have been prepared on a going concern basis;
(vi) The directors have devised proper system to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
5. AUDITORS & AUDIT REPORTS
In terms of provisions of section 139 of the Companies Act 2013 M/s J.B.S. &Company Chartered Accountants (FRN: 323734E) had been appointed as Statutory Auditors ofthe company from the Annual General Meeting of 2014 upto the conclusion of Annual GeneralMeeting of 2017.
There is no qualified or unqualified opinion observation or disclaimer in the AuditReport provided by the Statutory Auditors. The Report is self-explanatory and do not callfor any further comment as required under section 134(3)(f) of the Companies Act 2013.
M/s J.B.S. & Company retire at the ensuing Annual General Meeting pursuant to theprovisions of section 139(2) read with Companies (Audit & Auditors) Rules 2014.
The Board therefore recommends the name of M/s S. Ramanand Aiyar & Co. CharteredAccountants (FRN: 000990N) for appointment as Statutory Auditors of the company for aterm of one year from the conclusion of this Annual General Meeting till the conclusion ofAnnual General Meeting for the year 2018. The company has obtained a certificate from themto the effect that their appointment if made would be in conformity with section 139 and141 of the Companies Act 2013 and Companies (Audit & Auditors) Rules 2014.
Pursuant to the provisions of section 204 of the Companies Act 2013 read withCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014 M/s NPurohit & Associates Practising Company Secretaries were appointed to carry outSecretarial Audit of the company. The Secretarial Audit Report forms part of this reportmarked as Annexure-B.
6. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013 Pursuant to the provisions of Section 186(11) of the Companies Act2013 loans given and acquisition of securities by a Non-Banking Financial Company in theordinary course of its business are exempted from compliance requirements of section 186of the Companies Act 2013. Hence the requisite disclosure requirement is not applicableto the company.
7. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES The disclosurerelated to Related Party Transactions in Form AOC-2 as required under Section 134(3)(h) ofthe Companies Act 2013 is not required to be provided as there had been no such relatedparty transaction during the year under review as prescribed under the provisions ofSection 188 and other relevant rules and provisions of the Companies Act 2013.
8. BRIEF DESCRIPTION OF THE COMPANY'S
WORKING DURING THE YEAR
The Company was incorporated on 14th day of June 1982 having CIN NoL70109WB1982PLC034972 in Kolkata West Bengal. The Company has been carrying on thebusiness of Non-Banking Financial Activities since the year 1998.
The company changed its name from Golden Properties & Traders Ltd' toGarbi Finvest Limited' proposed through board meeting dated June 29 2016 andsubsequently ROC Kolkata approval certificate dated August 12 2016.
The company also had proposed shifting of registered office of the company from thestate of West Bengal to the state of Maharashtra in the same board meeting. It gotapproval from Regional Director East for shifting of the registered office vide orderdated April 05 2017.
The Company has transferred Rs. 1.22 Lakhs to Special Reserve as mandated under section45IC of the RBI Act 1934 in the financial year 2016-17.
The board has decided to retain its earnings for future endeavors. Hence no dividendhas been recommended by the Board for the year ended March 31 2017.
11. MATERIAL CHANGES AND COMMITMENT IF
ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THEFINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT Thereis no Material change in the Financial Position of the Company since Balance Sheet datewhich will affect the Company.
12. CONSERVATION OF ENERGY TECHNOLOGY
ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO Since the company is a service providercompany the details to be provided pursuant to section 134(3)(m) of the Companies Act2013 in regard to Conservation of Energy and Technology Absorption is not applicable tothe company.
There had been NIL Foreign exchange earnings and foreign exchange outgo in the companyduring the year under review.
13. RISK MANAGEMENT POLICY
The Board has framed a Risk Management Policy for the Company in order to detectmitigate and prevent risk both internal and peripheral arising to the Company. The Boardmakes regular assessment and monitoring of the same policy time to time in order to be atpar with changing situations scenarios and circumstances of the market.
14. CORPORATE SOCIAL RESPONSIBILITY
The Company does not fall under the criteria of making contributions towards variousactivities of Corporate Social Responsibility as envisaged under Section 135 of CompaniesAct 2013.
15. CHANGE IN THE NATURE OF BUSINESS IF ANY
There had been no change in the nature of business of the company during the year.
16. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
There had been no changes in the Board of Directors during the year under review.
Mr. Kripa Shankar Mahawar (DIN: 01158668) is eligible to retire by rotation in theensuing Annual General Meeting. The Board has received the declaration as required underSection 164(2) of the Companies Act 2013 affirming that he is not disqualified for beingappointed as director of the company. The Board hereby recommends the said appointment foryour approval. As required pursuant to the provisions of Regulation 36(3) of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 a brief resume of Mr. KripaShankar Mahawar nature of his expertise relationships between directors inter-selist of listed companies in which he holds the directorship and membership of committeesof the forms part of the Corporate Governance Report annexed herewith.
The company has received declaration from all the Independent Directors that they meetthe criteria of Independence as envisaged under the provisions of Companies Act 2013 readwith SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.
17. ANNUAL EVALUATION OF BOARD ITS COMMITTEES AND DIRECTORS
The company has devised a policy for performance evaluation of the individualdirectors board and its committees which includes criteria for performance evaluation.
Pursuant to the provisions of the Act and Regulation 17(10) of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas working of the committees of the board. The Board performance was evaluated based oninputs received from all the directors after considering criteria such as boardcomposition/ structure effectiveness of board/ committee processes and informationprovided to the board etc. A separate meeting of the Independent Directors was also heldduring the year for evaluation of performance of non independent directors.
18. NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Committee of the Board has devised a policy forselection and appointment of Directors Key Managerial Personnels and Senior ManagementEmployees and their remuneration. The committee has formulated the criteria fordetermining qualifications positive attributes and independence of a director. The policyon the above is attached marked as
19. CORPORATE GOVERNANCE
The company is complying with corporate governance standards as envisaged under variousprovisions of the Companies Act 2013 and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 and has formed a framework in this regard. The corporategovernance report has been attached herewith marked as Annexure-D.
A certificate from Statutory Auditor of the Company M/s J.B.S. & Company CharteredAccountants conforming compliance to the conditions of Corporate Governance as stipulatedunder para E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 is enclosed to this report.
20. VIGIL MECHANISM
In accordance with section 177 of the Companies Act 2013 the Company has formulated aVigil Mechanism Policy to address the genuine concerns if any of the directors andemployees. Detail regarding the said policy has been given in Corporate Governance Reportwhich forms part of this report.
21. DETAILS OF SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY
The Company does not have any Subsidiary or Associate Company neither has it enteredinto any Joint Venture during the year under review. Thus the particulars of Subsidiary/Associate/ Joint Venture of the company as required pursuant to the provisions of section129(3) of the Companies Act 2013 is not required for the year under review.
Since the Company is a Non-Banking Financial Company therefore the provisions relatedto Section 73 of the Companies Act 2013 is not applicable to the Company.
The company has not accepted any deposit from public during the year under review asenvisaged under the provisions of section 45S of the RBI Act 1934.
23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS Therehad been no significant or material orders passed by the Regulators/ Courts which wouldimpact the going concern status of the Company and its future operations.
24. STATEMENT IN RESPECT OF ADEQUACY OF
INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENT RULE 8 OF COMPANY(ACCOUNTS) RULES 2014}
The Company has adequate Internal Financial Control System commensurate with theoperations of the company including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation and to monitor and ensure compliance with applicable laws rules andregulations.
25. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The disclosures to be provided pursuant to section 197(12) of the Companies Act 2013read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 has been provided herewith marked as Annexure-E.
26. FRAUD REPORTING (REQUIRED BY THE COMPANIES AMENDMENT ACT 2015) The Company hasadopted best practices for fraud prevention and it follows confidential anonymousreporting about fraud as defined under section 447 of the Companies Act 2013 or abuse tothe appropriate responsible officials of the Company. No fraud on or by the company hasbeen reported by the Statutory Auditors.
27. ISSUE OF EQUITY SHARES WITH
DIFFERENTIAL VOTING RIGHTS SWEAT EQUITY ESOS ETC
The company has got no scheme passed for issue of equity shares based upon EmployeeStock Option. Hence the disclosures as required pursuant to Rule 12(9) of Companies(Share Capital & Debentures) Rules 2014 is not applicable to the company for the yearunder review.
28. DISCLOSURE UNDER SEXUAL HARRASSEMNT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013 The Company has zero tolerance towards sexual harassment at theworkplace and has adopted a policy on prevention prohibition & redressal of sexualharassment at workplace in line with the provisions of the Sexual Harassment of Women atworkplace (Prevention Prohibition And Redressal) ACT 2013 and the rules thereunder.
During the financial year 2016-2017 the Company has not received any complaints ofsexual harassment.
Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment. The enthusiasm and unstinting efforts of theemployees have enabled to remain at the forefront of the Company.
The Directors would like to thank shareholders government agencies bankers & allother business associates for their continued support during the year. We place on recordour appreciation for the contributions made by the employees at all levels.
Date: 30.05.2017 Place: Kolkata
|For and on behalf of the Board |
|Sd/- ||Sd/- |
|Rupesh Kumar Pandey ||Kripa Shankar Mahawar |
|Managing Director ||Director |
|DIN: 00150561 ||DIN: 01158668 |