The Directors present the 23rd ANNUAL REPORT of Harmony Capital ServicesLimited (The Company) along with the Audited Financial Statement for the financial yearended on 31st March 2017.
1. FINANCIAL RESULTS
A summary of your Company's Financial Performance for the Financial Year ended 31stMarch 2017 is given below: -
| || |
(Amount in Rs.)
|PARTICULARS ||Financial Year ||Financial Year |
| ||2016-2017 ||2015-2016 |
|Revenue from operation ||1331460 ||(842109) |
|Profit Before Tax (PBT) ||586241 ||(1351212) |
|Profit After Tax (PAT) ||489431 ||(1351212) |
|Less :- Prior year tax adjustments ||NIL ||NIL |
|Add :- Balance b/f from the previous year ||(17781882) ||(16430671) |
|Balance available for Appropriation ||(17292451) ||(17781882) |
|Less :- Transferred to General Reserve ||NIL ||NIL |
|Proposed Dividend ||NIL ||NIL |
|Balance Carried to Balance Sheet ||(17292451) ||(17781882) |
3. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 (herein after referred to as "theAct") form an integral part of this Report. ANNEXURE - A
4. NUMBER OF MEEINGS OF THE BOARD
During Financial Year 2016-17 Four Board Meetings were held by the Company on 13thMay.2016 28th July.2016 14th Oct.2016 and 18thJan.2017. The intervening gap between the meetings was prescribed under the CompaniesAct.2013 and clause 49 of the Listing Agreement entered with the BSE. The number ofCommittee Meeting held during the Financial Year 2016-17 forms part of the CorporateGovernance Report.
5. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the Sections 134(5) of the Companies Act The Board of Directors to thebest of their knowledge and ability confirmed that:
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
(b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
(c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts on a going concern basis;
(e) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;
6. DIRECTORS AND KEY MANAGERIAL PERSONELS:
In accordance with the provisions of Section 152 of the Act and that of Articles ofAssociation of the Company Shri Krishna Kumar Jhunjhunwala (DIN:00335070)Director of theCompany retires by rotation at this AGM of the Company and being eligible offers himselffor reappointment. In accordance with the provision of the Act the Articles ofAssociation of the Company and as per the Clause 49 of the listing agreement entered withStock Exchange. The Company has received declarations from all the Independent Directorsconfirming that they meet with the criteria of independence as prescribed both underSection 149 (6) of the Companies Act 2013 and under Clause 49 of the Listing Agreementwith the BSE.
The Directors of the Company have appointed Mr.Sunil Biharilal Kataria as the ChiefFinancial Officer with effect from 17th October 2016 for a period of five years
Mr. Asutosh Raulo Chairman & Managing Director Mr. Krishna Kumar JhunjhunwalaExecutive Director Mr. Sunil Biharilal Kataria CFO and Mr. Narendra Kumar ComplianceOfficer of the Company have been designated as the Key Managerial Personnel of the Company(KMP) pursuant to the provisions of sections 2(51) and 203 of the Companies Act 2013 readwith the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.None of the KMP has resigned during the year under review.
7. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Companyconfirming that they fulfill the criteria of independence as prescribed under subsection(6) of section 149 of the Companies Act 2013 and the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015.
8. INDEPENDENT DIRECTORS MEETING
The Independent Directors of the Company met on 14th October 2016 during theyear inter-alia to discuss:
a. Evaluation of performance of Non-Independent Directors and the Board of the Companyas a whole.
b. Evaluation of performance of the Chairman of the Company taking in to account theviews of Executive and No-Executive Directors.
c. Evaluation of Quality content and timelines of flow of information between theManagement and the Board that is necessary for the Board to effectively and reasonablyperform its duty.
9. PERFORMANCE EVALUATION OF THE BOARD
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 ('SEBI ListingRegulations').
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. as provided by theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.
In a separate meeting of independent directors performance of non-independentdirectors and the board as a whole was evaluated taking into account the views ofexecutive directors and non-executive directors. The same was discussed in the boardmeeting that followed the meeting of the independent directors at which the performanceof the board its committees and individual directors was also discussed. Performanceevaluation of independent directors was done by the entire board excluding theindependent director being evaluated.
10. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which is a part of this report.
11. AUDITORS AND AUDITORS REPORT.
The Shareholder of the Company in the 21st Annual General Meeting held on 30thSept.2015 had approved Appointment of M/s. B. M. Gattani & Co. CharteredAccountants (Reg. No. 113536W) Auditors of the Company until the conclusion of 25thAnnual General Meeting of the Company and authorized the Board to fix their remuneration.In terms of the requirements of the Act their appointment is require to be ratified bythe Members As per the provisions of Section 139 their appointment is required to beratified in every Annual General Meeting and being eligible for appointment the Directorsrecommended for their reappointment for ratification. The Company has received theirconsent and a certificate as required under Section 139 (1) of the Companies Act 2013from them to the effect that they qualify for their re-appointment if made and it wouldbe within the prescribed limits under Section 141 of the Companies Act 2013.
12. AUDIT COMMITTEE
The details pertaining to the composition of the audit committee are included in theCorporate Governance Report which is a part of this report
13. . SECRETARIAL AUDITOR
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2015 the company hasappointed Mrs. Manisha Agarwal Company Secretary to undertake the Secretarial Audit ofthe Company for F.Y 2016-17. The Secretarial Audit report is annexed herewith as"Annexure B
14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186.
There are no loans Guarantees made under the provisions of Section 186 of theCompanies Act 2013 during the year. Further pursuant to the provisions of section 186(4) of the Act the details of investments made by the Company are given in the Notes tothe Financial Statements.
15. RELATED PARTY TRANSACTIONS:
There are no contracts or arrangements with related parties referred to section 188(1)of the companies Act 2013. The Company has been uploaded on the website of the Company athttp://www.hcsl.co.in/download/corporate_governance/Related-party- transaction-policy.pdf
16. SUBSIDIARY COMPANIES JOINT VENTURES NAD ASSOCIATES COMPANIES
The Company does not have any Subsidiary and Associate Company or Joint venture
17. DEPOSITS FROM PUBLIC:
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
18. FINANCIAL HIGHLIGHTS AND COMPANY AFFAIRS:
Your Company has earned total revenue of Rs 13.31 lakhs in Financial Year 2016-17 ascompared to Loss of Rs 8.42 lakhs in Financial Year 2015-16. The profit after tax inFinancial Year 2016-17 is Rs 4.89 lacs as compared to Loss Rs 13.51 lakhs in FinancialYear 2014-15.
Due to non-availability of sufficient funds your directors express their inability torecommend any dividend for the year under review.
20. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Vigil Mechanism of the Company which also incorporates a Whistle Blower policy interms of the Listing Regulations includes an Ethics & Compliance Task ForceComprising senior executives of the Company. Protected disclosures can be made by awhistle blower through an e-mail or dedicated telephone line or a letter to the taskForce to the Chairman of the Audit Committee. The Vigil Mechanism and Whistle Blowerpolicy may be accessed on the website of the Company "www.hcsl.co.in"
21. RISK MANAGEMENT
As per the Act and as part of good corporate governance the Company has constitutedthe Risk Management Committee. The Committee is required to lay down the procedures toinform to the Board about the risk assessment and minimization procedures and the Boardshall be responsible for framing implementing and monitoring the risk management plan andpolicy for the Company. The main objective of this policy is to ensure sustainablebusiness growth with stability and to promote a pro-active approach in reportingevaluating and resolving risks associated with the business. In order to achieve the keyobjective the policy establishes a structured and disciplined approach to RiskManagement in order to guide decisions on risk related issues.
The Committee reviewed the risk trend exposure and potential impact analysis carriedout by the management. It was specifically confirmed to the Committee by the MD & CEOand the CFO that the mitigation plans are finalized and up to date owners are identifiedand the progress of mitigation actions are monitored.
22. SHARE CAPITAL
The Issued Subscribed and Paid-Up Equity Share Capital as on 31st March 2017 was Rs30009000/-. During the year under review the Company has not issued shares withdifferential voting rights nor granted any stocks options or sweat equity. As on 31stMarch 2017 none of the Directors of the Company holds instrument convertible into equityshares of the Company.
23. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India (SEBI). The Company has also implemented several best Corporate Governancepractices as prevalent globally. The Report on Corporate Governance as stipulated underthe Listing Regulations Forms an integral part of this Report. A Report on CorporateGovernance along with a Certificate from the Statutory Auditors of the Company regardingthe compliance of conditions of Corporate Governance as stipulated in regulations 17 to27 clauses (b) to (i) of sub-regulation (2) of regulation 46 and paragraph C D and E ofSchedule V of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 are annexed to this Report. The requisiteCertificate from the Auditors of the Company confirming compliance with the conditions ofCorporate Governance is attached to the report on Corporate Governance.
24. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of Internal Financial Control and their adequacy are included inthe Management discussion & Analyses which forms part of this Report.
25. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ( Listing Regulations)is presented in separate section forming part of the Annual Report.
26. PARTICULARS OF EMPLOYEES
The information required pursuant to section 197 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company are not applicable to the Company as the Company has not employed anyemployees whose salary exceeds the prescribed limits.
27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTATIONPROHIBITOON AND REDRESSAL ) ACT 2013
The Company has in place a policy for Prevention of Sexual Harassment in line with therequirements of The Sexual Harassment of Women at the Workplace (Preservation Prohibition& Redressal) Act 2013. Complaints Committee has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under this policy. ThisPolicy has been uploaded on the website of the Company. The Company has not received anycomplaint of sexual harassment during the Financial Year 2016-2017
28. PARTICULARS REQUIRED UNDER THE LISTING AGREEMENT LISTING
The Equity Shares of the Company are at present listed with the following StockExchanges:-
|Jaipur Stock Exchange Ltd : ||Malviya Nagar Jaipur - 302 017 |
|The Bombay Stock Exchange : Limited ||Phiroze Jeejeebhoy Towers Dalal St. Mumbai |
|Ahmedabad Stock Exchange : Limited ||Kamdhenu Complex Panjara PoleAhmedabad |
29. PAYMENT OF LISTING FEES
The Company has paid listing fee to the Bombay Stock Exchange and has not paid listingfee to the Jaipur and Ahmedabad Stock Exchanges.
30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO CONSERVATION OF ENERGY
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2015 is furnished in as
|Sr. No. ||Conservation of Energy ||Technology ||Absorption ||Foreign Exchange Earnings And Outgo ||Remark |
|1 ||NIL ||NIL ||NIL ||NIL ||N.A |
Your Directors wish to place on record their appreciation and acknowledgement withgratitude's for the support and assistance to the Company's Bankers Shareholders andCustomers. Your Directors place on record their deep sense of appreciation for the devotedservices of the executives and staff at all levels of the Company to the growth &success of the Company.
|BY ORDER OF THE BOARD || |
|For HARMONY CAPITAL SERVICES LTD ||PLACE: - MUMBAI. |
|Sd/- ||DATE : - 02.09.2017 |
|ASUTOSH B. RAULO || |
|MANAGING DIRECTOR || |
|DIN: 1589574 || |