Your Directors are pleased to present the Twenty Fourth Annual Report of HindSecurities & Credits Limited together with the Audited Financial Statement for theyear ended on 31st March 2017.
1. FINANCIAL RESULTS
The performance during the period ended on 31 March 2017 has been as under:
| || ||(In Rupees) |
|Particulars ||2016-2017 ||2015 - 2016 |
|Total Income ||18829103 ||13894172 |
|Less: Total Expenditure ||18954446 ||12830506 |
|Profit / (Loss) before Tax ||(125343) ||1063667 |
|Less: Tax Expense || || |
|Current Tax ||- ||391533 |
|Deferred Tax ||(38046) ||- |
|Net Profit/ (Loss) after Tax ||(87297) ||672133 |
|Add: Previous year adjustments ||- ||- |
|Net Profit / (Loss) after tax and previous year adjustments ||(87297) ||672133 |
2. PERFORMANCE REVIEW
During the year under review the Company has suffered a net loss of Rs. 87297/- ascompared to previous year profit. However the directors are taking initiatives for theCompany which result into a profit for the next financial year. The details of financialperformance of the Company are appearing in the Balance Sheet and Profit & Lossaccount for the year.
No Dividend is being recommended by the Director for the year 31 March 2017 due to thelosses in 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 current year as compared to last year. Withour industry leading organic growth programme and the successful integration of recentstrategic investment in our company our company is very well placed to capitalize on thepositive outlook for commodities demand and to continue to deliver growth and long termvalue 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 a 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. SUBSIDIARY ASSOCIATE COMPANIES AND JOINT VENTURE COMPANIES
The Company does not have any subsidiary companies joint venture or associatecompanies during the year under review.
7. 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 the pride in the Commitment Competence and dedication shown by itsemployees in all areas of business.
8. SHARE CAPITAL
The paid up Equity Share Capital of the Company as on 31 March 2017 was Rs.51005000/-. During the year under review the Company has not issued shares or grantedstock options or sweat equity.
9. AMOUNT TRANSFERRED TO RESERVES
During the year under review the company has not any amount to the the statutoryreserves due to the loss suffered by the Company.
The Company has not accepted deposit from the members or the general public as on 31stMarch 2017. There are no small depositors in the Company.
11. MEETINGS OF THE BOARD OF DIRECTORS OF THE COMPANY
During the financial year under review the Board of Directors duly met 8 (Eight)times. The dates on which the meetings were held are as follows:
12. CHANGE IN DIRECTORATE 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 separately in the Noticeconvening 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:
|Sr. No. Name of the Person ||Designation |
|1. Mrs. Nidhi Bhatia (Resigned w.e.f. 06.06.2016) ||Company Secretary & Compliance Officer |
|2. Ms. Jyoti Kheria (Appointed w.e.f. 14.06.2016) ||Company Secretary & Compliance Officer |
13. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulations") the formalannual evaluation has been carried out by the Board of its own performance and that ofits Committees Chairman of the Board and individual Directors through oral assessment.This evaluation is led by the Chairman of the Nomination and Remuneration Committee withspecific focus on the performance and effective functioning of the Board. The evaluationprocess also considers the time spent by each of the Board members core competenciespersonal characteristics accomplishment of specific responsibilities and expertiserelationship to stakeholders information flow decision making of Directors Companyperformance Company strategy and effectiveness of the whole Board and its variousCommittees.
A separate meeting of Independent Directors was also held to review the performance ofNonIndependent Directors performance of the Board as a whole and performance of theChairperson of the Company.
14. MATERIAL CHANGES AND COMMITMENTS. IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There have been no other material changes and commitments affecting the flnancialposition of the Company between the end of the financial year and the date of the report.
15. 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".
16. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has an adequate internal control systems 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.
Audit committee of the board of directors comprising independent directors regularlyreviews the audit plans significant audit findings adequacy of internal controlscompliance with accounting standards as well as reasons for changes in accounting policiesand practices if any.
17. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) of the Act Directors of your Company hereby state andconfirm that:
a) in the preparation of the annual accounts for the year ended on 31 March 2017 theapplicable accounting standards have been followed along with proper explanation relatingto 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.
18. AUDITORS AND AUDITORS' REPORT THEREON
As per the provisions of the Act the period of office of M/s. AMRG & AssociatesChartered Accountants (Firm Registration No. 004453N) Statutory Auditors of the Companyexpires at the conclusion of the ensuing Annual General Meeting.
It is proposed to appoint M/s. Mohan & Mohan Chartered Accountants (FirmRegistration No. 002612N) as Statutory Auditors of the Company for a term of 5 (five)consecutive years. M/s. Mohan & Mohan Chartered Accountants have confirmed theireligibility and qualification under the Act for holding the office as a Statutory Auditorof the Company.
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.
19. SECRETARIAL AUDITOR
The Board appointed M/s. APAC & Associates LLP Company Secretaries (LLPregistration No. AAF- 7948) to conduct the Secretarial Audit of the Company for the F.Y.2016-2017 as required under Section 204 of the Act and rules framed thereunder. There isno qualification reservation or adverse remark made in their Secretarial Audit Report.The Audit Report of the Secretarial Auditor is attached herewith as per "Annexure-B".
20. MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Management Discussion & Analysis Report for the year under review asstipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 presented in the separate section forming part of the Annual Report ass"Annexure- C".
21. CORPORATE GOVERNANCE
The Company is committed to maintain 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 auditors'certificate thereon forms part of this report as "Annexure- D".
22. CORPORATE SOCIAL RESPONSIBILITY
As on date the Company does not fall within the purview of CSR requirements.
23. 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.
24. DECLARATION GIVEN BY INDEPENDENT DIRECTORS
Mr. Ajay Kumar Jha Mr. Lalit Jain and Mrs. Sudesh Biblani are the IndependentDirectors of the Company.
The Board of Directors of the Company hereby confirms that necessary declaration fromeach Independent Directors under Section 149(7) of the Companies Act 2013 has beenreceived in which they declare that the criteria of independence laid down in Section149(6) of the Companies Act 2013 and Regulation 26 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are duly met by them.
25. PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES
There were no related party transactions entered during the financial year underSection 188 of Companies Act 2013.
26. PARTICULARS OF TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN INCLUDING THOSE WHOWERE IN RECIEPT 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 Lakhs 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".
27. REPORTING OF FRAUDS
There have been no instances of fraud reported by the Statutory Auditors under Section143(12) of the Companies Act 2013 and rules framed thereunder either to the Company orthe Central Government.
28. 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 a 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 diversity of the Board. The board diversity policy is available on ourwebsite www.supersecurities.in
29. REMUNERATION POLICY
The details of the remuneration policy adopted by the Board of Directors of the Companyare mentioned in the Corporate Governance Report.
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 2017.
(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.
30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
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 of the Companies (Accounts)Rules 2014 are not applicable to our Company.
However the company has made sufficient efforts to conserve the energy.
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
31. VIGIL MECHANISM
In accordance with provisions of Section 177(9) of the Act and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has dulyformulated Vigil Mechanism to address the genuine concern if any of the directors andemployees. The details of the same have been stated in the Report on Corporate Governanceforming part of this report and the policy can also be accessed on the Company's websitewww.supersecurities.in.
32. 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.
33. BUSINESS RISK MANAGEMENT
There have been no elements of risk which in the opinion of the Board would threatenthe existence of the Company however the Company is been taking every possible effort toreduce or mitigate any general risk occurred / may occur if any.
34. 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.
35. 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
36. POLICY ON PREVENTION OF SEXUAL HARASSMENT
The Company has in place "Policy on Prevention and Redressal of Sexual Harassmentat Workplace" in line with the requirements of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and rules framed thereunder.During the year under review there were no complaints received by the Company.
37. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or Courts orTribunal impacting the going concern status and operations of the Company in future.
The Board of Directors of the Company acknowledges with gratitude the 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. The directors would also like to thank all the stakeholders fortheir continued support.
| || ||By Order of the Board of Directors |
| || ||For Hind Securities & Credits Limited |
|Date: 09th August 2017 ||Jagdish Rai Bansal ||Shyam Lal Bansal |
|Place: Delhi ||Managing Director ||Director |
| ||DIN:00673384 ||DIN:01071068 |
| ||R/o: 34-C Anubhav Apartment ||R/o: 252 Second Floor |
| ||Sector-13 Rohini ||Bhera Enclave Paschim Vihar |
| ||New Delhi - 110085 ||New Delhi - 110087 |
|Registered Office: |
|D - 16 Ground Floor Udyog Nagar || |
|Nangloi Delhi - 110041. || |