Your Directors have pleasure in presenting their 23rd Annual Report on thebusiness and operations of the Company together with the audited financial statements forthe financial year ended March 31st 2017.
| FINANCIAL RESULTS || || |
| || |
(Amount in Lacs)
|PARTICULARS ||2016-17 ||2015-16 |
|Revenue from Operations ||14.10 ||17.55 |
|Other Income ||0.03 ||0.10 |
|Total Income ||14.13 ||17.65 |
|Total Expenses ||17.38 ||24.37 |
|Profit/ (Loss) after tax ||(3.25) ||(6.72) |
|Earnings per share (of Re. 1/- each) || || |
|a) Basic ||(0.069) ||(0.031) |
|b) Diluted ||(0.069) ||(0.031) |
The Company being a Non Banking Financial Company (NBFC) is currently engaged in thefinancial activities. The business of the Company largely depends on the policies by theReserve Bank of India Ministry of Finance as well as Global volatility in the financialmarket.
The Company has not undergone any changes in the nature of the business during thefinancial year.
Internal Financial Control Systems and their Adequacy
The directors have laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.
The Directors have not recommended any dividend for the financial year 2016-17.
No amount was transferred to reserves during the year.
Transfer of Unclaimed Dividend to Investor Education and Protection Fund
The provisions of Section 125(5) of the Companies Act 2013 do not apply on the companyas no dividend has been declared during the year.
Being a non-deposit taking Company your Company has not accepted any deposits from thepublic within the meaning of the provisions of the Non-Banking Financial CompaniesAcceptance of Public Deposits (Reserve Bank) Directions 1998.
Significant and Material Orders
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status or company's operation in future.
Details of Subsidiary/Joint Ventures/Associate Companies
The company does not have any subsidiary/ Joint Ventures / Associate Companies.
M/s R M JAIN & Associates Chartered Accountants have been re-appointed asStatutory Auditors of the company till the conclusion of the Annual General Meeting of thecompany to be held in the year 2020 (subject to ratification of their re- appointment atevery AGM) and the Directors of the Company shall fix the remuneration from time to timein consultation with the Audit Committee.
The observations made by the Auditors are self- explanatory and do not require anyfurther clarification. Further the explanations or comments by the Board on everyqualification reservation or adverse remark or disclaimer made by the auditor in hisreport are annexed.
Secretarial Audit Report
The Secretarial Audit Report has been given by Mr. Anand Kumar Khandelia PracticingCompany Secretary and there is no qualification reservation or adverse remark ordisclaimer made by the company secretary in the secretarial audit report.
Internal Audit Report
M/s Jain Sonu & Associates Chartered Accountants the internal auditor hassubmitted her report based on the internal audit conducted during the year.
A) Changes in Directors and Key Managerial Personnel
There was no change in the directorship during the fiscal year 2016-17.
B) Declaration by an Independent Director(s) and re- appointment
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down in Section 149(6) of the Companies Act 2013.
C) Formal Annual Evaluation
In compliance with the Schedule IV of the Companies Act 2013 a meeting of theIndependent Directors of the company was held to review and evaluate the performance ofthe NonIndependent Directors of the company taking into account the views of the ExecutiveDirectors and Non- Executive Directors assessing the quality quantity and timeliness offlow of information between the company management and the Board and also to review theoverall performance of the Board.
Familiarisation Programme for Independent Directors
In terms of Reg. 25(7) of the SEBI (LODR) Regulations your Company is required toconduct the Familiarisation Programme for Independent Directors (IDs) to familiarise themabout their roles rights responsibilities in your Company nature of the industry inwhich your Company operates business model of your Company etc. through variousinitiatives.
Extract of Annual Return
An extract of Annual Return as on the financial year ended on March 31 2017 in FormNo. MGT-9 as required under Section 92(3) of the Companies Act 2013 read with Rule 12(1)of the Companies (Management and Administration) Rules 2014 is set out as an annexure tothe Directors' Report and forms part of this Annual Report.
Change of Registrar and Share Transfer Agent
During the financial year the company has appointed M/s Purva Sharegistry (India) PvtLtd having its registered office at 9 Shiv Shakti Industrial Estate J.R. Boricha MargKasturba Hospital Lower Parel (East) Mumbai- 400011 as its Registrar and Share TransferAgent in place of M/s Sharepro Services (India) Private Limited.
Share Capital and Capital Restructuring Issue of equity shares with differentialrights
The Company has not issued any of its securities with differential rights during theyear under review.
Buy Back of Securities
The company has not bought back any of its securities during the year under review.
Sweat Equity Bonus Shares & Employee Stock Option Plan
The company has neither issued sweat equity or bonus shares nor has provided any stockoption scheme to the employees.
Conservation of energy Technology absorption and Foreign exchange earnings andOutgo
The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure ofparticulars of conservation of energy and technology absorption prescribed by the rulesare not applicable to our company. The company does not have any Foreign Exchangetransactions during the financial year.
Corporate Social Responsibility (CSR)
As the company does not have net worth of rupees five hundred crore or more orturnover of rupees one thousand crore or more or a net profit of rupees five crore or moreduring any financial year the disclosures as per Rule 9 of Companies (Corporate SocialResponsibility Policy) Rules 2014 is not applicable.
Number of meetings of the Board of Directors
During the year Five Board Meetings were held on 30/05/2016 12/08/2016 27/09/201612/11/2016 and 13/02/2017.
Committees of the Board
Currently the Board has three committees: the Audit Committee the Nomination andRemuneration Committee and Stakeholder's Relationship Committee. A detailed note on thecomposition of the Board and its committees is provided in the corporate governance reportsection of this Annual Report.
Details of establishment of vigil mechanism for directors and employees
Pursuant to sub-section (9) & (10) of section 177 of the Companies Act 2013 readwith rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 the Companyhas established a Whistle Blower Policy (Vigil mechanism) for Directors and Employees ofthe Company to report their genuine concerns or grievances.
Sexual Harassment of Women at Work Place
The Company has in place a policy in line with the requirements of The SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013.Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this Policy. There were nil complaints received during the year underreview.
Particulars of Loans Guarantees or Investments
The provisions of section 186 in respect to Loans Guarantees or Investments of theCompanies Act 2013 have been complied with.
Particulars of Contracts or Arrangements with Related Parties:
Your company has no material individual transactions with its related parties which arecovered under section 188 of the Companies Act 2013 which are not in the ordinary courseof business and not undertaken on an arm's length basis during the financial year 2016-17.
Goods and Service Tax
The Goods and Services tax (GST) is a significant reform in the tax structure of thecountry to harmonize national market for goods and services and is expected to have afavourable impact on the economy inspite of the implementation challenges.
The Company incurred losses during the year so the Company has not provided anyManagerial Remuneration to the Directors.
Corporate Governance Certificate
The Corporate Governance certificate from the auditor regarding compliance ofconditions of corporate governance as stipulated by SEBI (LODR) Regulations 2015 has beenannexed with the report.
Corporate Governance and Management Discussion & Analysis Reports
The Corporate Governance Report and Management Discussion & Analysis Report havebeen annexed with the report.
Risk management policy
The company does not have any Risk Management Policy as the element of risk threateningthe Company's existence is very minimal.
The Company discloses standalone unaudited financial results on a quarterly basisaudited financial results on an annual basis. Your Company has complied with all the normsprescribed by the Reserve Bank of India (RBI) including the Fair practices Anti MoneyLaundering and Know Your Customer (KYC) guidelines.
The Company is engaged in the Business of Non Banking Financial Institution and it hasobtained a certificate of Registration from the Reserve Bank of India. The Company has notaccepted any deposit from the public. The Company has complied with the prudential normsrelating to the Income Recognition Accounting Standards asset classification andprovisioning for bad and doubtful debts as applicable to it in terms of Non BankingFinancial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank)Directions -2007.
Non-banking Finance Companies (NBFCs) like Asset Finance Companies (NBFC-AFCs) andInfrastructure Finance Companies (NBFC-IFCs) form an integral part of the financial fabricof the Indian economy. Most of the banks are unable to cater to the finance needs ofmicro small and medium enterprises (MSMEs) and it is these NBFCs which bridge the gap andact as an extended arm of the banking system in India.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirmthat
(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 have 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 affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors have 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 have prepared the annual accounts on a going concern basis;
(e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and
(f) the directors have 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 of the co-operation andassistance received from the shareholders bankers and other business constituents duringthe year under review.
|For and on behalf of the Board of Directors |
|Sd/- ||Sd/- |
|Vinay Agrawal ||Roopam Goel |
|Managing Director ||Director & CFO |
|Din: 03133446 ||Din: 06931378 |
|Place: Ahmedabad || |
|Date: 29th May 2017 || |