Hind Securities & Credit Ltd.
|BSE: 539114||Sector: Financials|
|NSE: N.A.||ISIN Code: INE727Q01016|
|BSE 00:00 | 05 Mar||Hind Securities & Credit Ltd|
|NSE 05:30 | 01 Jan||Hind Securities & Credit Ltd|
|BSE: 539114||Sector: Financials|
|NSE: N.A.||ISIN Code: INE727Q01016|
|BSE 00:00 | 05 Mar||Hind Securities & Credit Ltd|
|NSE 05:30 | 01 Jan||Hind Securities & Credit Ltd|
Your Directors are pleased to present you the Twenty-Sixth Annual Report on thebusiness and operations of your Company along with the Audited Financial Statements ofAccounts for the year ended on 31st March 2019.
1. FINANCIAL RESULTS
The performance during the period ended on 31st March 2019 has been asunder:
2. PERFORMANCE REVIEW
During the year under review the Company has earned a net profit of Rs. 563254/- ascompared to previous year profits of Rs. 965779/-. However the directors are takinginitiatives for the Company which result in a profit for the next financial year. Thedetails of the financial performance of the Company are appearing in the Balance Sheet andProfit & Loss account for the financial year ended 31st March 2019.
No Dividend is being recommended by the Director for the year 31st March2019 due to low profits of the Company.
4. FUTURE OUTLOOK
In the current year your directors are putting up efforts to increase the income andit is hoped that the Company will do better in the current year as compared to last year.With our industry-leading organic growth programme and the successful integration ofrecent strategic investment in our Company the Company is very well placed to capitalizeon the positive outlook for commodities demand and to continue to deliver growth and longterm value for our shareholders.
5. STATE OF THE COMPANY'S AFFAIRS
Your Company continues to take effective steps in broad-basing its range of activitiesas the company is an NBFC (Non- Banking Financial Company) and the main business of it isto make investment and to give loans & advances. The Company is making an effort toimprove its performance.
6.CHANGE IN THE NATURE OF BUSINESS IF ANY
There is no change in the nature of the business of the Company during the financialyear.
7. SUBSIDIARY ASSOCIATE COMPANIES AND JOINT VENTURE COMPANIES
The Company does not have any Subsidiary Companies Joint Venture or AssociateCompanies during the year under review.
8. LISTING AT STOCK EXCHANGE
The equity shares of your Company are listed on Bombay Stock Exchange (BSE).
9. HUMAN RESOURCES
The Company seeks to nurture a mutually beneficial relationship with its employees.This relationship is characterized by the investment which the Company makes in itsemployees by providing challenging roles and assignments opportunities for personalgrowth relevant and timely performance support training and an enabling environment. TheCompany seeks to create a workplace which combines achievement orientation with care foremployees. The Company lists people' as one of its stated core values.
Your Company takes pride in the Commitment Competence and dedication shown by itsemployees in all areas of business.
10. SHARE CAPITAL
The paid-up Equity Share Capital of the Company as on 31st March 2019 wasRs. 51005000/-. During the year under review the Company has not issued shares orgranted stock options or sweat equity.
11. AMOUNT TRANSFERRED TO RESERVES
During the F.Y 2018-19 the Company has not transferred any amount to the reserves ofthe Company.
During the year under review your Company has neither invited nor accepted anydeposits from the public.
13. MEETINGS OF THE BOARD ITS COMMITTEES
The Board of Directors met 5 (Five) times during the financial year 2018-19. Thedetails on the composition of the Board committees meetings held and related attendanceare provided in the Corporate Governance Report and form a part of this Report.
14. DIRECTOR AND KEY MANAGERIAL PERSONNEL
As per the provisions of the Companies Act 2013 Mr. Shyam Lal Bansal retires byrotation at the ensuing Annual General Meeting and being eligible seeks re-appointment.The Board recommend the same. A brief resume of Mr. Shyam Lal Bansal is given separatelyin the Notice convening Annual General Meeting.
(ii) Key Managerial Personnel
During the year under review the following changes have been made in the compositionof Key Managerial Personnel of the Company:
15. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 Regulation 17 & 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") and Guidance Note on Board Evaluation issued by SEBI the formal annualevaluation has been carried out by the Board of its own performance and that of itsCommittees Chairman of the Board and individual Directors through oral assessment. Thisevaluation is led by the Chairman of the Nomination and Remuneration Committee with aspecific focus on the performance and effective functioning of the Board. The evaluationprocess focused on various aspects of the Board and Committee functioning such as thecomposition of Board and Committee experience and expectancies the performance ofspecific duties and obligations corporate governance & compliance management. Aseparate exercise was carried out to evaluate the performance of Non-executive Directorson parameters such as experience attendance acquaintance with the business effectiveparticipation vision and strategy contribution and independent judgement.
A separate meeting of Independent Directors was also held to review the performance ofNon-Independent Directors the performance of the Board as a whole and performance of theChairperson of the Company.
16. MATERIAL CHANGES AND COMMITMENTS. IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There has been no other material changes and commitments affecting the financialposition of the Company between the end of the financial year and the date of the report.
17. EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in form MGT-9 as required under Section 92(3) of theCompanies Act 2013 ("the Act") read with Rule 12 of the Companies (Managementand Administration) Rules 2014 and forms an integral part of this report as "Annexure-A".
18. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
Internal financial controls represent an integral part of the risk management process.The internal financial controls were documented and augmented in day-to-day businessprocesses. The internal financial controls were documented and augmented in a day-to-daybusiness process.
The Company has an adequate internal control system to ensure operational efficiencyprotection and conservation of resources accuracy and promptness in financial reportingand compliance of laws and regulations monitoring of operations protecting assets fromunauthorized use and losses. The Company has continued its efforts to align all itsprocesses and controls with the best practices in these areas as well. The Company'sinternal control system is commensurate with the nature size and complexities ofoperations.
The audit committee of the board of directors comprising independent directorsregularly reviews the audit plans significant audit findings adequacy of internalcontrols compliance with accounting standards as well as reasons for changes inaccounting policies and practices if any.
19. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act Directors of your Company hereby state andconfirm that:
a) in the preparation of the annual accounts for the year ended on 31stMarch 2019 the applicable accounting standards have been followed along with properexplanation relating to 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 the same period;
c) the directors 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 in the company that are adequate andwere operating effectively.
f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.
20. AUDITORS AND AUDITORS' REPORT THEREON
M/s. Mohan & Mohan Chartered Accountants (Firm Registration No. 002612N) wereappointed as the Statutory Auditors of the Company for the term of five consecutive years.
The Ministry of Corporate Affairs vide notification dated May 07 2018 obliterated therequirement of seeking members' ratification at every AGM on the appointment of StatutoryAuditors during their tenure of five years.
The Notes on financial statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.
21. SECRETARIAL AUDITOR
M/s. APAC & Associates LLP Company Secretaries (LLP registration No. AAF-7948)appointed as Secretarial Auditor to conduct Secretarial Audit for the financial year2018-2019. In terms of the Regulation 24A of the Listing Regulation the Secretarial AuditReport of the Company for the financial year ended March 31 2019 is at "Annexure-B".
22. MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Management Discussion & Analysis Report as required under Regulation 34 readwith Schedule V to the Listing Regulations forms part of this Report as "Annexure-C".
23. CORPORATE GOVERNANCE
The Corporate Governance Report as stipulated under Regulations 17 to 27 & 46(2)and paragraphs C D and E of Schedule V to the Listings Regulations form part of thisReport.
Company is committed to maintaining the highest standards of the Corporate Governancerequirements set out by the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. A detailed report on Corporate Governance along with the requisiteauditors' certificate thereon forms part of this report as "Annexure- D".
24. CORPORATE SOCIAL RESPONSIBILITY
As on date the Company does not fall within the purview of CSR requirements.
25. CODE OF CONDUCT
The Company has suitably laid down the Code of Conduct for all Board Members and SeniorManagement personnel of the Company. The declaration by Managing Director of the Companyrelating to the compliance of aforesaid Code of Conduct forms an integral part of thisAnnual Report.
26. SECRETARIAL STANDARD
The Secretarial Standards i.e. SS-1 & SS-2 relating to meetings of the Board ofDirectors and General Meetings respectively have been duly followed by the Company
27. DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors of your Company submitted declarations of their Independenceas required under Section 149(7) of the Act and Regulation 26 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 confirming that they meet thecriteria of Independence as provided in section 149 (6) of the Act and Rules framedthereunder and Regulation 16(1)(b) of the Listing Regulations.
The Board reviewed the certificates and noted that all Independent Directors areindependent of the Company's management.
28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts or arrangements entered into by the Company with its related partiesduring the financial year in accordance with the provisions of the Companies Act 2013. Nomaterial contracts or arrangements with the related parties were entered into during theyear under review.
29. PARTICULARS OF TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN INCLUDING THOSE WHOWERE IN RECEIPT OF REMUNERATION OF RUPEES ONE CRORE AND TWO LAKH RUPEES OR MORE INAGGREGATE IN A FINANCIAL YEAR OR RUPEES EIGHT LAKH AND FIFTY THOUSAND RUPEES OR MORE PERMONTH DURING THE FINANCIAL YEAR
Pursuant to Section 197 read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 of top ten employees of the Company interms of remuneration drawn including those employed throughout the year who was inreceipt the remuneration exceeding One Crore and Two Lakh Rupees per annum or if employedfor a part of the financial year Eight Lakh and Fifty Thousand Rupees or more per monthforms part of this report as "Annexure-E".
30. REPORTING OF FRAUDS BY AUDITORS
During the year under review the Statutory Auditors have not reported any instances offrauds committed by the Company its officers or employees under Section 143(12) of theCompanies Act 2013. t.
31. BOARD DIVERSITY
Your Company recognizes and embraces the importance of a diverse Board in its success.We believe that a truly diverse Board will make good use of differences in the skillsregional and industry experience background race gender and retain a competitiveadvantage. The Board of Directors has adopted the Board Diversity Policy' which setsout the approach to the diversity of the Board. The board diversity policy is available onour website www.supersecurities.in
32. NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Policy containing guiding principles for payment ofremuneration to Directors Senior Management Key Managerial Personnel and otheremployees. The details of the remuneration policy adopted by the Board of Directors of theCompany are mentioned in the Corporate Governance Report. The said policy is available onthe Company's website www.supersecurities.in..
The Disclosure pursuant to Section 197 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are as follows:
(i) the ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year is nil;
(ii) There was no percentage increase in the remuneration of each Director ChiefFinancial Officer and Company Secretary of the Company during the period under review.
(iii) There was no percentage increase in the median remuneration of the Employeesduring the period under review.
(iv) The Company had 3 permanent employees on the rolls of Company as on 31stMarch 2019.
(Note: Miss. Neha Malhotra Company Secretary & Compliance Officer of the Companyresigned w.e.f 13.11.2018)
(v) There is no percentile increase in the salaries of employees other than themanagerial personnel in the last financial year.
(vi) It is affirmed that the remuneration is as per the remuneration policy of theCompany.
33. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
i. CONSERVATION OF ENERGY
Particulars with respect to conservation of energy and technology observation as persection 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies(Accounts) Rules 2014 are not applicable to our Company.
However the company has made sufficient efforts to conserve the energy.
ii. FOREIGN EXCHANGE EARNINGS AND OUTGO
The foreign exchange earnings and outgo in the Company are as follows:
Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL
34. VIGIL MECHANISM
The Company's vigil mechanism comprises a Whistle Blower Policy in line with Section177(9) of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 to deal with instances of unethical and/or improper conduct and auctioning suitablesteps to investigate and correct them. The details of the same have been stated in theReport on Corporate Governance forming part of this report and the policy can also beaccessed on the Company's website www.supersecurities.in.
35. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Being a Non-Banking Financial Company the provisions of Section 186 of the CompaniesAct 2013 is not applicable to the Company.
36. BUSINESS RISK MANAGEMENT
The Company established a risk management framework enabling risks to be identifiedassessed and mitigated appropriately with respect to internal and external risks. Riskmanagement forms an integral part of the management's policy and is an ongoing processintegrated deeply into every-day operations. The Company has a robust risk managementframework to identify evaluate mitigate monitor and minimize risks to achieve thebusiness objectives. The Company is been taking every possible effort to reduce ormitigate any general risk occurred / may occur if any.
37. NOMINATION AND REMUNERATION COMMITTEE
Pursuant to section 178 (1) & (3) of the Companies Act 2013 read with Rule 6 ofthe Companies (Meeting of Board & its Power) Rules 2014 & Regulation 19 of theSEBI (Listing Obligations and Disclosure) Regulations 2015 the company has dulyconstituted a Nomination and Remuneration Committee. The details of the committee and itsterms of reference are set out in the Corporate Governance Report forming part of theBoard's Report.
38. AUDIT COMMITTEE
The Company has an Audit Committee duly comprises of 3 directors namely Jagdish RaiBansal Mr. Ajay Kumar Jha and Mr. Lalit Jain pursuant to Section 177 of the CompaniesAct 2013 read with Rule 6 of the Companies (Meeting of Board & its Power) Rules 2014& Regulation 18 of the SEBI(Listing Obligations and Disclosure) Regulations 2015. Theterms of reference of the audit committee details of meetings held during the year andattendance of members are set out in the corporate governance report forming part of theBoard's report. During the year all the recommendations made by the Audit Committee wereaccepted by the Board
39. POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE
Your Company continues to follow a robust policy on "Prevention Prohibition andRedressal of Sexual Harassment of Women at Workplace". The Internal Committee wasconstituted as per the requirements of The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. During the year under review no caseswere reported.
40. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
During the year under review no significant material orders were passed by theRegulators or Courts or Tribunal which would impact the going concern status of theCompany and its future operations.
Your Directors wish to place on record their sincere appreciation to all employees fortheir dedication and commitment. Their hard work and unstinting efforts enabled theCompany to sustain its performance.
Your Company continues to be respected by stakeholders including valuable customers.Your Directors would like to express their silence appreciation for co-operation andassistance received from RBI Company's bankers financers Government and Non-Governmentauthorities. The relationship with the employees remained cordial and your director's wishto place on record its deep sense of appreciation for the contribution made by theemployees at all levels. It will be the Company's endeavour to nurture these relationshipsin strengthening business sustainability.