To the Members
Your Directors are pleased to present the 21st Annual Report along with AuditedFinancial Statements of the Company for the year ended 31st March 2019.
The highlights of the financial results are as under:
| || ||(र in Lakhs) |
| ||Year Ended 31.03.2019 ||Year Ended 31.03.2018 |
|Total Income ||262.27 ||212.29 |
|Profit before Tax ||208.37 ||164.20 |
|Less: Provision for Tax - Current ||9.50 ||6.00 |
|- Earlier years ||- ||0.88 |
|Profit after Tax ||198.87 ||157.32 |
|Balance brought forward from previous year ||1274.30 ||1158.45 |
|Profit available for appropriation ||1473.17 ||1315.77 |
|Appropriations || || |
|- Statutory Reserves ||39.77 ||31.47 |
|- Transfer to General Reserve ||10.00 ||10.00 |
|- Surplus carried to Balance sheet ||1423.40 ||1274.30 |
| ||1473.17 ||1315.77 |
With a view to conserve resources for future business operations of the Company yourDirectors do not recommend any dividend for the year under review.
RESULTS OF OPERATIONS
Total income of the Company during the year was Rs. 262.27 lakhs as against Rs. 212.29lakhs in the previous year. The profit before tax during the year was Rs. 208.37 lakhs asagainst Rs. 164.20 lakhs in the previous year.
The Profit after tax was Rs. 198.87 lakhs as against Rs. 157.32 lakhs in the previousyear.
The Company has no subsidiary as on 31st March 2019.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Smt. Shruti Raghav Jindal Director of the Company retires by rotation at the ensuingAnnual General Meeting and being eligible offers herself for reappointment.
The Board appointed Shri Saket Jindal as an Additional Director of the Company on 20thMarch 2019. Shri Sanjiv Gupta resigned as Director of the Company on 1st June 2019.
Pursuant to Section 149 of the Companies Act 2013 the Board recommends re-appointmentof Shri Kamal Kishore Bhartia as Independent Director for a further period of five years.The Nomination and Remuneration Committee of the Board of Directors has recommended hisappointment for a further period of five years.
Item seeking your approval for their appointment are included in the Notice conveningthe Annual General Meeting.
Brief resume of Directors who are proposed to be appointed/re-appointed is furnishedin the Explnatory Statement and attachment to the notice of the Annual General Meeting.
All Independent Directors of the Company have given declaration that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
Pursuant to the provisions of Section 203 of the Companies Act 2013 the KeyManagerial Personnel of the Company are Smt. Shruti Raghav Jindal Whole-Time DirectorShri Rajender Singh CFO and Smt. Sandhya Tiwari Company Secretary.
During the year 5 (Five) Board meetings were held. The details whereof are given inthe Corporate Governance Report which forms part of this report.
The Board of Directors has carried out the Annual performance evaluation of its ownBoard Committees and individual Directors pursuant to the provisions of the Companies Act2013 and the Corporate Governance requirements as prescribed under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
The performance of the Board was evaluated by the Board after seeking inputs from allDirectors on the basis of the criteria such as Board composition and structureseffectiveness of Board processes information and functioning etc.
The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members on the basis of the criteria such as composition of Committeeseffectiveness of Committee meetings etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of theIndividual Directors on the basis of criteria such as contribution of the IndividualDirector to the Board and Committee meetings.
Also in a separate meeting of Independent Directors performance of non-independentDirectors performance of the Board as a whole was evaluated.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company's policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of Directors and othermatters provided in Section 178(3) of the Companies Act 2013 has been disclosed in theCorporate Governance Report which forms part of the Directors' Report.
Adequate measures have been adopted by the Company to anticipate plan and mitigate thespectrum of risks it faces. The Company's business operations are exposed to financialrisks including Liquidity risk etc.
The Board of the Company has approved the Risk management Policy of the Company andauthorized the Audit Committee to implement and monitor the risk management plan for theCompany and also identify and mitigate the various element of risks if any which in theopinion of the Board may threaten the existence of the Company.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate Internal Financial Controls with reference toFinancial Statements. Audit Committee periodically reviews the adequacy of InternalFinancial Controls.
During the year such controls were tested and no reportable material weakness wereobserved.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Companies Act 2013 your Directors state:
(i) that in the preparation of the Annual Accounts for the year ended 31st March 2019the applicable accounting standards had been followed and there are no materialdepartures;
(ii) that the accounting policies selected and applied are consistent and the judgmentsand estimates made are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of financial year and of the profit of theCompany for that period;
(iii) that 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) that the Annual Accounts for the year ended 31st March 2019 have been prepared ona going concern basis;
(v) that the internal financial controls laid down by the Board and being followed bythe Company are adequate and were operating effectively; and
(vi) that the proper systems devised by Directors to ensure compliance with theprovisions of all applicable laws were adequate and operating effectively.
EXTRACT OF ANNUAL RETURN
As Required under Section 92(3) of the Companies Act 2013 the extract of the AnnualReturn in prescribed Form MGT -9 is annexed with this Report.
The Audit Committee of the Company consists of Shri K. K. Bhartia Chairman Smt.Shruti Raghav Jindal and Shri Krishna Kumar Khandelwal as its other members. The terms ofreference are in conformity with the requirements of Section 177 of the Companies Act2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
The Company has adopted a Whistle blower policy and has established the necessary VigilMechanism for Directors and employees to report concerns about unethical behavior actualor suspected fraud or violation of the Company's Code of conduct. The said policy has beendisclosed on the Company's website under the web linkhttp://www.haryanacapfin.com/VIGILMECHANISM.pdf
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Pursuant to Section 186(11) (b) of the Companies Act 2013 provisions of Section 186are not applicable to any acquisition made by a non-banking financial company registeredunder Chapter IIIB of the Reserve Bank of India Act 1934 and whose principal business isacquisition of securities (i.e. investment and lending activities).The Company has notgiven any guarantee or provided any security.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During the year the Company had not entered into any contract/arrangement/transactions with the related parties as defined under provisions of Section188 of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. Thus disclosure in form AOC-2 is not required.
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Corporate Governance Report along with Certificate regarding complianceof conditions of Corporate Governance has been annexed as part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed analysis of your Company's performance is discussed in the ManagementDiscussion and Analysis Report which forms part of this Annual Report.
INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has constituted an Internal Compliants Committee under Section 4 of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.During the year no complaint was filed before the said Committee.
Pursuant to the provisions of Section 139 of the Companies Act 2013 and Rules framedthereunder M/s A.M.A.A & Associates Chartered Accountants were appointed asStatutory Auditors of the Company from the conclusion of 17th Annual General Meeting ofthe Company till the conclusion of 22nd Annual General Meeting.
The observations of the Auditors are explained wherever necessary in the appropriateNotes on Accounts. The Auditors' Report does not contain any qualification reservation oradverse remark.
The Company is not required to maintain cost records as specified by the CentralGovernment under Section 148(1) of the Companies Act 2013.
The Directors state that applicable Secretarial Standard i.e SS-1 and SS-2 relating to'Meetings of the Board of Directors' and 'General Meetings' respectively have been dulyfollowed by the Company.
The Board has appointed M/s Hemant Singh & Associates Company Secretaries toconduct Secretarial Audit for the financial year ended 31st March 2019. The SecretarialAudit Report for the year ended 31st March 2019 is annexed herewith as an annexure tothis Report. The Secretarial Audit Report does not contain any qualification reservationor adverse remark.
A Certificate under Clause (i) of point (10) of para C of Schedule V of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 by M/s Hemant Singh and Associates Company Secretaries confirming that none of theDirectors on the Board of the Company have been debarred or disqualified from beingappointed or continuing as Directors of the Company by Securities and Exchange Board ofIndia/ Ministry of Corporate Affairs or any such statutory authority is attached as AnnexureA.
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.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
In view of the business activities of the Company the information relating toconservation of energy technology absorption foreign exchange earnings and outgo asrequired under Section 134(3) (m) of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) Rules 2014 are not applicable to the Company.
PARTICULARS OF EMPLOYEES
Particulars of employees as required under Section 197(12) of the Companies Act 2013(Act) read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 forms part of this report. However in pursuance of Section 136(1)of the Act this report is being sent to the shareholders of the Company excluding thesaid information. The said information is available for inspection to the shareholders ofthe Company at the registered office of the Company during working hours till the ensuingAnnual General Meeting and any shareholder interested in obtaining such information maywrite to the Company Secretary at the Corporate Office of the Company.
MATERIAL CHANGES & COMMITMENTS
No material changes and commitments affecting the financial position of the Companyhave occurred after the end of the financial year ended 31st March 2019 and till the dateof this report.
The Board expresses its grateful appreciation of the assistance and co-operationreceived from Central and State Governments Banks & Financial Institutions andShareholders.
Your Directors wish to place on record their deep sense of appreciation for the devotedcontribution made by the employees & associates at all levels.
| || ||For and on behalf of the Board |
|Place : Gurugram ||Shruti Raghav Jindal ||Kamal Kishore Bhartia |
|Dated : 7th August 2019 ||Whole Time Director ||Director |