Your Directors have pleasure in presenting their report on business and operations ofthe Company together with 23rd Annual Audited Accounts for the financial year ended 31stMarch 2017.
1) FINANCIAL HIGHLIGHTS
For the financial year ended 31st March 2017
| || |
|Particulars ||2017 ||2016 ||2017 ||2016 |
|Profit/(Loss) before tax ||137.83 ||994.66 ||136.26 ||892.03 |
|Less: Provision for Taxation || || || || |
|Current Tax ||194.48 ||147.96 ||194.48 ||147.96 |
|Deferred Tax ||(108.00) ||203.68 ||(108.00) ||203.68 |
|Current Tax for earlier years ||15.05 ||- ||15.05 ||- |
|Profit/(Loss) after tax ||36.30 ||643.02 ||34.73 ||540.39 |
|Add: Balance brought forward from last year ||4764.85 ||4250.45 ||4341.39 ||3929.61 |
|Less: Dividend paid for previous year 2015-16 ||45.97 ||- ||45.92 ||0.00 |
|Less: Tax on Dividend paid ||9.36 ||- ||9.35 ||0.00 |
|Surplus available for appropriation ||4745.82 ||4893.47 ||4320.85 ||4470.00 |
|Less: Appropriations || || || || |
|Transfer to Reserve Fund u/s 45IC of RBI Act 1934 ||7.26 ||128.60 ||6.95 ||0.00 |
|Surplus carried to Balance Sheet ||4738.96 ||4764.85 ||4313.90 ||4341.40 |
The Financial Results of the company are elaborated in the Management DiscussionAnalysis Report (MDAR) section in this Annual Report.
Detailed information on the operations of the Company and details on the state ofaffairs of the Company are covered in the Management Discussion and Analysis Report.
The company continues to evaluate and manage its dividend policy to build long termshareholder value.
Due to paucity of funds your Directors does not recommend dividend during this year.However your directors had recommended a Final Dividend of Rs.0.25 (i.e. 2.5%) per EquityShare having face value of Rs. 10/- each on the fully paid up Equity Share Capital of theCompany for the Financial Year ended 31st March 2016.
4) Unclaimed Dividend Transfer To Investor Education & Protection Fund (IEPF)
The Company sends letters to all shareholders whose dividends are unclaimed so as toensure that they receive their rightful dues. Efforts are also made in co-ordination withthe Registrar to locate the shareholders who have not claimed their dues.
Pursuant to Section 205C of the Companies Act 1956 read with the Investor Educationand Protection Fund (Awareness and Protection of Investors) Rules 2001 during the yearunder review.
|1 Unclaimed/unpaid dividend for FY 2008-09 ||Rs 166115 |
|2 Cumulative unclaimed/unpaid dividend amount up to FY 200809 lying in the credit of IEPF as at 31st March 2017 ||Rs 652423 |
|3 Unclaimed/unpaid dividend amount for the FY 2009-10 as on 31st March 2017 is due for transfer to IEPF on 22nd November 2017. ||Rs. 95892 |
|Note:- Those members who have not yet claimed/encased are requested to claim the same at the earliest before transfer to IEPF. || |
Pursuant to the provisions of Investor Education and Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with companies) Rules 2012 theCompany has uploaded the details of unpaid and unclaimed amounts lying with the Company ason Saturday 24th September 2016 (date of last Annual General Meeting) on the Company'swebsite (www.intecapital. com) and on the website of the Ministry of Corporate Affairs.
Information related to unclaimed/unpaid dividend of Financial Year 2009-2010
|1 Date of Declaration of dividend by shareholders in the Annual General Meeting ||18th September 2010 |
|2 Dispatch of dividend shall be done within 30 days from date of declaration of dividend by Shareholders ||17th October 2010 |
|3 Amount of dividend to be Transferred in separate account "Unpaid dividend/unclaimed dividend Account" within 7 days of the expiry of the said 30 days of dispatch as per Section 124(1) of Companies Act 2013. ||24th October 2010 |
|4 As per Section 124(5) of the Companies Act 2013 the period of 7 years counted from date of transfer of "Unpaid dividend/ unclaimed dividend Account" in separate account ||24th October 2017 |
|5 As per section 124(6) of Companies Act 2013 the unpaid dividend account shall be transferred within 30 days from the expiry of 7 years of dividend transfer in separate account "Unpaid dividend/unclaimed dividend Account" ||22nd November 2017 |
5) Equity Share Capital
The paid-up Equity Share Capital of the Company as on 31 March 2017 is Rs. 18.36 crore.
There was no public issue rights issue bonus issue or preferential issue etc. duringthe year. The Company has not issued shares with differential voting rights sweat equityshares nor has it granted any stock options.
6) Non-Convertible Debentures (NCD)
The Company had issued Listed Fully Secured Redeemable Non-Convertible Debenturesamounting Rs. 50 Crore on private placement basis with tenor of 48 months pursuant tosection 42 of and applicable provisions of the Companies Act 2013 read with Companies(Prospectus and Allotment of Securities) Rules 2014 which helped in Asset LiabilityManagement and strengthened the long term resource base of the Company.
The Debentures issued on private placement basis are listed on BSE. The Company hasbeen regular in servicing all of its debt obligations. The debenture holders can also sendin their queries/complaints at the designated email address: firstname.lastname@example.org
During the year company in agreement with debenture holders and debenture trustee hasrevised the repayment schedule of outstanding balance of NCD from redemption date of 4thJune 2017 to redemption date of 4th December 2017 by making payment into 6 equalinstallments
The details of NCD are as follows:
|Headings ||Information Furnished |
|Nature of instrument Debenture holders ||Fully Secured Redeemable Non- |
| ||Convertible Debentures (NCD) |
| ||Nederlandse Financlerings- |
| ||Maatschappij voor Ontwikkeling slanden ("Debenture holders"). |
|Debenture ||CATALYST TRUSTEESHIP LIMITED |
|Trustee ||(Erstwhile GDA Trusteeship Limited) Plot No 85 Street Bhusari Colony Paud Road Pune - 411038. |
|Registrar ||BIG SHARE SERVICES PVT. LTD. |
|and Transfer Agents for Fully Secured redeemable ||306 Right Wing 3rd Floor |
| ||Amrutha Ville Opp. Yashoda |
| ||Hospital Raj Bhavan Rd |
| ||Somajiguda Hyderabad |
|Non-convertible Debentures on Private Placement Basis ||Telangana 500082 |
|Compliance Officer ||Mr. Puneet Sehgal |
| ||complianceofficer@inteccapital. com |
| || |
|Address of BSE ||Phiroze Jeejeebhoy Towers Dalal Street Mumbai - 400 001 www.bseindia.com |
|Scrip Code ||951360 |
|ISIN no. as on 31st March 2017 ||INE017E07023 |
|New ISIN no. issued pursuant to revision in terms of NCD on 05th July 2017 ||INE017E07031 |
7) Registration as a SystemicaNy Important Non-Deposit Taking Assets Finance CompanyNBFC (NDSI-AFC) and its Disclosures
Your Company is NBFC Company and is registered with Reserve Bank of India on 4th May1998 as a Non-Banking Financial Institution (Non-Deposit taking). Your company hadattained the status of Asset Finance Company and got NBFC-AFC status on 7th April 2014.
In terms of provisions of Non-Banking Financial (Non-Deposit Accepting or Holding)Companies Prudential Norms (Reserve Bank) Directions 2015 your Company is categorized asa 'Systemically Important Non-Deposit taking Non-Banking Financial Company i.e.NBFC-NDSI-AFC'.
The disclosures as prescribed by Non-Banking Financial (Non-Deposit Accepting orHolding) Companies Prudential Norms (Reserve Bank) Directions 2015 and other NBFCDirections have been made in this Annual Report.
8) Non Acceptance of Public Deposits
Your Company is Non- Deposit taking NBFC and has not accepted public deposits duringthe year under review in terms of chapter-V of the Companies Act 2013 and hence theredefaults in repayments of amount of principle or interest as on date of Balance Sheet isnot applicable.
9) Credit Rating
During the year under review the credit ratings/ revision in Credit Ratings were doneby CRISIL
India's 1st Credit Rating Agency incorporated in India as "CRISIL Limited"and also by CARE Ratings India's 2nd Largest Rating Agency incorporated in India as"Credit Analysis & Research Limited".
The ratings done by CARE during Financial Year ended 31st March 2016 done duringfinancial 2016-2017 for Facilities is as follows.
|Facilities ||Amount (Rs. In Crore) ||Ratings ||Remarks |
|Long-term Bank Facilities ||603.81 (reduced from 675) (Rupees Six Hundred and three crore and eighty one lakh only) ||CARE BBB- [Triple B Minus] ||Revised from CARE BBB [Triple B] |
|Non-Convertible Debentures ||Rs. 30 Crore ||BBB -[Triple B minus] as per letter dated October 032016 ||Revised from CARE BBB [Triple B] |
|Commercial Paper The rating is based on the credit enhancement in the form of unconditional and irrevocable stand by letter of credit (SBLC) from Bank of Maharashtra rated CARE AA (Lower Tier II Bonds) ||Rs. 10 Crore ||CARE A1+ (SO) [A One Plus (Structured Obligation) ||Reaffirmed |
|Commercial Paper The rating is based on the credit enhancement in the form of unconditional and irrevocable stand by letter of credit (SBLC) from Central Bank of India rated CARE AA- (Lower Tier II Bonds) ||Rs. 10 Crore ||CARE A1+ (SO) [A One Plus (Structured Obligation) ||Reaffirmed |
The ratings done by CRISIL during Financial Year ended 31st March 2016 doneduring financial 2016-2017 for Total Bank Loan Facilities is as follows.
|Facilities ||Amount (Rs.) ||Ratings ||Remarks |
|Total Bank Loan Facilities Rated ||Rs.500 Million ||CRISIL BBB -/(Negative) ||Downgraded from CRISIL BBB/Stable |
10) Transfer To Reserves
During the year under review Company has transferred Rs 7.26 Lakhs to the Reserves Fundfrom the profits of the Company in accordance with the provisions of Section 45IC of theReserve Bank of India Act 1934.
11) Capital Adequacy Ratio
The Company's total Capital Adequacy Ratio (CAR) as on 31st March 2017 stood at 31.55%as compared to 22.99% for the previous year as a percent of the aggregate risk weightedassets on balance sheet and risk adjusted value of the off-balance sheet items which iswell above the regulatory minimum of 15%
12) Depository System
As the members are aware the Company's shares are compulsorily tradable in electronicform.
As on 31st March 2017 the Company's total paid-up Capital representingnumber of shares is in dematerialized form and in physical form is mentioned below.
|Category ||Number of equity shares ||%age of the Company's total paid- up share Capital |
|1 Demat ||18125266 ||98.69 |
|2 Physical ||240984 ||1.31 |
|3 Total ||18366250 ||100.00 |
In view of the numerous advantages offered by the Depository system members holdingshares in physical mode are advised to avail of the facility of dematerialization fromeither of the Depositories.
13) Management Discussion Analysis Report (MDAR)
The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2)(f) & (3) and other applicable regulation read with Schedule - Vof SEBI Listing Obligations and Disclosure Requirements Regulations 2015 (SEBI LODR2015) is presented in a separate section and annexed at Annexure - 1 to this report andforms part of the Annual Report.
14) Corporate Governance Report And Its Compliance Certificate
The Company is committed to maintain the highest standards of corporate governance andadhere to the Corporate Governance requirements set out by SEBI. The report on CorporateGovernance as stipulated under para C D and E of Schedule V read with regulation 15(1)(2)(a) and other applicable regulation of SEBI LODR 2015 forms an integral part of thisReport.
The Report on Corporate Governance as stipulated is annexed at Annexure - 2 to thisreport and forms integral part of the Annual Report.
The requisite Certificate from the practicing Company Secretary of the Companyconfirming compliance with the condition of Corporate Governance as provided under para Eof Schedule V read with regulation 15(1) (2)(a) and other applicable regulation of SEBILODR 2015 is annexed at Annexure - 3 to this report and forms integral part of the AnnualReport.
All Board members and Senior Management personnel have affirmed compliance with theCode of Conduct for the year 2015-16. A declaration to this effect signed by the ManagingDirector of the Company in terms of para d of Schedule V read with regulation 15(1)(2)(a) and other applicable regulation of SEBI LODR 2015 is annexed at Annexure - 4 tothis Report and forms integral part of this Annual Report.
The Certificate by Managing Director on financial statements as stipulated underapplicable Regulation of SEBI LODR 2015 is annexed at Annexure - 5 to this report andforms integral part of the Annual Report.
15) Subsidiary Company and its Performance
We have one 100% Wholly Owned Subsidiary i.e. Amulet Technologies Limited which wasincorporated as private limited company on 30th April 2011. It converted in public limitedcompany on 27th March 2012.
The Primary objective of company is to offer consultancy advisory & all relatedservices in all areas of information technology including computer hardware &software data communication telecommunications manufacturing & process control& automation artificial intelligence natural language processing.
Pursuant to Section 129(3) of the Companies Act 2013 and Accounting Standard- 21issued by the Institute of Chartered Accountants of India Consolidated FinancialStatements presented by the Company include the Financial Statements of its Subsidiaries.
Further Pursuant to Section 129(3) of the Companies Act 2013 a separate statementcontaining the salient features of the financial statements of subsidiary Company in theprescribed form AOC-1 has been annexed at Annexure - 6 to this report and forms integralpart of the Annual Report.
In terms of provisions of 4th proviso of Section 136 of the Companies Act 2013 theCompany shall place separate Audited Accounts of the Subsidiary Companies on its websiteat www.inteccapital.com.
The Company will make available physical copies of these documents upon request by anyshareholder of the Company/subsidiary interested in obtaining the same.
These documents shall also be available for inspection at the registered office of theCompany during business hours up to the date of ensuing AGM.
16) Performance and Financial Position of Subsidiary Company Included in ConsolidatedFinancial Statement
The detailed report on performance and financial position of subsidiary company isdiscussed in Management Discussion Analysis Report and also included in the consolidatedFinancial Statements pursuant to Section 134 of the Companies Act 2013 and Rule 8(1) ofthe Companies (Accounts) Rules 2014
17) Abridged Financial Statements
In accordance with the SEBI LODR 2015 and Section 136 of the Companies Act 2013 readwith Rule 10 of the Companies (Accounts) Rules 2014 of the said Act the Abridged AnnualReport containing salient features of the Financial Statements including ConsolidatedFinancial Statements for the financial year 2016-17 along with statement containingsalient features of the Directors' Report (including Management Discussion & Analysisand Corporate Governance Report) is being sent to all shareholders who have not registeredtheir email address(es) for the purpose of receiving documents/communication from theCompany in electronic mode.
Full version of the Annual Report 2016-17 containing complete Balance Sheet Statementof Profit & Loss other statements and notes thereto including Consolidated FinancialStatements prepared as per the requirements of Schedule III to the Companies Act 2013Director's Report (including Management Discussion and Analysis Corporate GovernanceReport and Business Responsibility Report) are being sent via email to all shareholderswho have provided their email address(es).
Full version of Annual Report 2016-17 is also available for inspection at theregistered office of the Company during working hours upto the date of ensuing AnnualGeneral Meeting (AGM). It is also available at the Company's website at www.inteccapital.com.
A Cash Flow Statement for the year 2016-17 is attached to the Balance Sheet.
18) Consolidated Financial Statements
Your directors also present the audited consolidated financial statements incorporatingthe duly audited financial statements of the subsidiaries for the Financial Year ended31st March 2017 and as prepared in compliance with the Companies Act 2013 AccountingStandards SEBI LODR 2015 and other applicable laws as prescribed.
A separate statement containing the salient features of its subsidiary as perprescribed Form No. AOC- 1 is annexed at Annexure No. 6 separately.
19) Material Changes and Commitments
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Companyand the date of this Annual Report.
20) Significant and Material Orders Passed by the Regulators or Courts
During the year under review there were no significant and material orders passed bythe regulators or courts or tribunals which may impact the going concern status of theCompany and its operations in future.
21) Extract of Annual Return as per Section 92 (3) of the Companies Act 2013 in thePrescribed Format VIZ. MGT-9
The extract of Annual Return as on March 31 2017 in the prescribed Form No. MGT-9pursuant to Section 92(3) of the Companies Act 2013 and Rule 12 (1) of the Companies(Management and Administration) Rules 2014 is annexed at Annexure No. 7 and formsintegral part of this Report.
22) Corporate Social Responsibility (CSR) Policy and its Report
The Company has in place a CSR Policy in line with Schedule VII of the Companies Act2013.
As per the policy the CSR activities are not just focused around the offices of theCompany but also improves a healthy & prosperous environment and to improve thequality of life for the next generation.
Company undertakes to combat illiteracy for the children of vulnerable sections ofsociety and work towards the goal to make them self-reliant. We are investing throughvariety of effective programs by not only providing them elementary education but havealso undertaken sponsorship for higher education for girl child. In addition to thiscompany has provided infrastructure for education by providing school bags & otherfacilities. Company focusses on various career counselling sessions vocational coursesremedial education classes sports activities to strengthen skill set of children.
These activities are broadly in accordance with the Schedule VII of the Companies Act2013.
The Board of Directors and the CSR Committee review and monitor from time to time allthe CSR activities being undertaken by the Company.
The Annual Report on Corporate Social Responsibility (CSR) and on CSR ActivitiesPursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of theCompanies (Corporate Social Responsibility) Rules 2014 is annexed at Annexure - 8 to thisreport which forms integral part of Annual Report
The contents of the CSR Policy as well as the CSR activities undertaken by the Companyare available on the Company website.
23) Reasons for not Incurring 2% CSR Expenditure
On the recommendation of the Committee the Board considers and record the reasons forincurring less CSR Expenditure during financial year 2016-17 as the company has incurredCSR expenditure to the extent of Rs. 4.82 Lacs as against required 2% of Net adjustedprofit of preceding last three years amounting Rs. 31.69 Lacs computed in terms of section198 of the Companies Act 2013 which is as follows:-
Due to slowdown in economy and increase in NPAs the company is having decliningcash flows revenue and profits. Accordingly it is not practicable to spend the 2% ofaverage profit of last 3 financial year. However the budgeted amount can be increasedwith the consent of CSR Committee if cash flows and portfolio quality of the Companyimproves in coming months.
However the company has made lot of efforts in identifying the NGO's andimplementing agencies for which considerable amount of time was invested by the Companyand which allowed opportunity to the company to spend Rs. 4.82 Lacs but falls short ofstatutory limit of 2% amounting Rs. 31.69 Lacs.
24) Related Party Transactions
The Company has in place a Related Party Transactions Policy (RPT Policy) in line withsection 188 and other applicable section of the Companies Act 2013 read with SEBI LODR2015. The Policy on RPTs as approved by Board is also uploaded on the Company's websitewww.inteccapital.com
During the financial year under review in terms of section 134(3) (h) read withsub-section (1) of section 188 read with third proviso of section 188(1) of the CompaniesAct 2013 and read with applicable Regulation of SEBI LODR 2015 your Company has notentered into any material transaction under SEBI Listing Obligations and DisclosureRequirements Regulations 2015 with any of its related parties which may have potentialconflict with the interest of the Company at large.
Besides during the year under review all related party transactions done by theCompany were in ordinary course of business and at arm's length and were placed in themeetings of Audit Committee for its omnibus approval and subsequently placed before theboard for its review and noting pursuant to section 177 of the Companies Act 2013 readwith SEBI LODR 2015 and read with Company's RPT policy.
Your Directors draw attention of the members to Note No. 2.29 to the financialstatement which sets out related party transactions in terms of Accounting Standard 18.
The disclosures pursuant to section 13(4)(h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014) in prescribed form AOC-2 is annexed atAnnexure - 9 to this report.
25) Board Meeting Held and attended during the year by Directors
During the year under review Six (6) Meetings of the Board of Directors were held andattended by
directors as per below mentioned information.
|Sl. Name ||Resident ||Designation ||Meetings held ||Meetings attended |
|1 Mr. Sanjeev Goel (DIN - 00028702) ||Indian ||Managing Director ||6 ||6 |
|2 Mr. Vishal Kumar Gupta (DIN - 02368313) (See Note-1) ||Indian ||Non-executive Nominee Director ||6 ||3 |
|3 Mr. S. K. Goel (DIN - 00963735) ||Indian ||Non-executive Independent Director ||6 ||6 |
|4 Mr. Rakesh Kumar Joshi (DIN - 02410620) ||Indian ||Non-executive Independent Director ||6 ||1 |
|5 Mr. Praveen Sethia (DIN - 02310777) ||Indian ||Non-executive Independent Director ||6 ||5 |
|6 Mr. Y. L. Madan (DIN - 05123237) (See Note-2) ||Indian ||Non-executive Independent Director ||6 ||3 |
|7 Mrs. Ritika Goel (DIN - 00053387) ||Indian ||Non-executive Non Independent Woman Director ||6 ||4 |
Note-1:- Mr. Vishal Kumar Gupta has resigned as Non-executive Nominee Director and hastendered his resignation with effect 8th August 2017 which was taken note by Directors inthe Board Meeting held on 11th August 2017.
Note-2:- Mr. Y.L. Madan was appointed as Nonexecutive Independent Director and he hastendered his resignation on 9th November 2016 which was accepted by Board inthe Meeting held on 9th November 2016.
The detailed note on the Board meetings held and attended during the year is separatelymentioned in "Corporate Governance Report section" in this Annual Report.
26) Key Managerial Personnel
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows:
|Mr. Sanjeev Goel ||: Managing Director |
|Mr. Sudhindra Sharma ||: Chief Financial Officer |
|(Note: Had resigned w.e.f. 20th April 2017) |
|Mr. Puhup Srivastav ||: Chief Financial Officer |
|(Note: Appointed and re-designated Chief Financial |
|Officer w.e.f. 11th August 2017 |
|Mr. Puneet Sehgal ||: Company Secretary |
During the year there were no changes i.e. (appointment or cessation) in the office ofany KMP.
27) Committees of the Board
During the year under review the company has following below mentioned Committees ofBoard (COB).
Risk Management Committee
Nomination and Remuneration Committee
Corporate Social Responsibility Committee
Asset Liability Management Committee (ALCO)
Shareholders/Investors' Grievance Committee cum Share Transfer Committee cumStakeholders Relationship Committee
Operations Review Committee (Dissolved w.e.f 11th August 2017)
BTA Implementation Committee (Note: Formed w.e.f. 26th May 2017)
The detailed note on the Committees of the Board (COB) covering its member'scomposition brief terms of reference of the committee meetings held and attended duringthe year is separately mentioned in "Corporate Governance Report section" inthis Annual Report.
28) Board of Directors and Changes Among Them
A. Appointment of Directors
During the year under review no directors were appointed in the Board of Directors ofthe Company.
During the year under review the Board had approved the resignation of Mr. Y.L. Madan(DIN 05123237) (Non-executive Independent Director) from the Board of Directors of theCompany in the Board Meeting held on 9th November 2016 vide resignation letter dated 9thNovember 2016.
The Board had approved the resignation of Mr. Vishal Kumar Gupta (DIN 02368313)Non-Executive Nominee Director from the Board of Directors of the Company w.e.f 8thAugust 2017 in the Board Meeting held on 11th August 2017.
The Board records the deep appreciation for the contributions of Mr. Y.L. Madan and Mr.Vishal Kumar Gupta throughout their directorship and also for the significantcontributions they have made to the management of affairs of the Company and for thevaluable advises he made to the Board from time to time.
C. Re-appointments of director liable to retire by rotation
During the year under review on recommendation of Board of Directors the Shareholdersin the 22nd Annual General Meeting had re-appointed Mrs. Ritika Goel (DIN 00053387) asNon-executive Non Independent Woman Director of the Company as she was liable to retire byrotation and was eligible for re-appointment.
Pursuant to resignation of certain member of the Board of Directors of the Companytotal number of directors liable to retire is two being Mr. Sanjeev Goel and Mrs. RitikaGoel therefore in terms of section 152 of the Companies Act 2013 each of NonIndependent director will be retiring by rotation.
In the ensuing 23rd Annual General Meeting the Directors recommends there-appointment of Mrs. Ritika Goel as Non-Executive Non-Independent Woman Director on theBoard of Director of the Company being eligible offer themselves for re-appointment.
In view of above the Board of Directors of the Company recommends that Mr. SanjeevGoel Managing Director is also proposed to be liable
to retire by rotation. Accordingly the terms of appointment of Managing Director willbe changed and he will be liable to retire by rotation and being eligible offer themselvesfor re-appointment and his tenure as Managing Director for five (5) years from 1st April2015 till 31st March 2020 which was approved by shareholders shall be subject to himgetting re-appointed and such re-appointment shall not tantamount to break in the tenureof his appointment as Managing Director and all other terms and conditions of theappointment shall remain unchanged.
D. Independent directors
During the year under review all the independent directors had submitted theDeclaration of Independence as required pursuant to section 149(7) of the Companies Act2013 stating that they meet the criteria of independence as provided in section 149 (6) ofthe Companies Act 2013 read with applicable provisions of SEBI LODR 2015 or as perapplicable regulation of SEBI LODR 2015
E. Fit and proper criteria for directors in terms of Revised Regulatory Framework forNBFC
During the year under review all the non-executive/ independent directors hadsubmitted the 'Fit and Proper Criteria Declaration' required pursuant to RevisedRegulatory Framework for NBFC notified by RBI vide notification dated 10th November 2015as part of Corporate Governance norms.
F. Directors' profile
A brief resume of Directors nature of their expertise in specific functional areas andnames of companies in which they hold Directorships Memberships/ Chairmanships of BoardCommittees and shareholding in the Company are provided in this Report.
29) Performance Evaluation of the Board its Committees and Individual Directors
Pursuant to applicable provisions of the Companies Act 2013 and SEBI LODR 2015 andother applicable regulations circulars etc. the Board in consultation with itsNomination & Remuneration Committee has formulated a framework containing inter-alia the criteria for performance evaluation of the entire Board of the Company itsCommittees
and Individual Directors including Independent Directors.
Pursuant to the provisions of the Companies Act 2013 and in terms of requirement ofRegulation 17(10) of SEBI LODR 2015 the Board has carried out an Annual PerformanceEvaluation of its own performance the Directors individually as well as the evaluation ofthe working of the Committees. On the basis of performance evaluation done by the Boardit shall be determined whether to extend or continue their term of appointment wheneverthe respective term expires.
The Independent Directors had met separately without the presence of Non-IndependentDirectors and the members of management and discussed inter-alia the performance ofnon-independent Directors and Board as a whole and the performance of the Chairman of theCompany after taking into consideration the views of executive and NonExecutive Directors.
The Nomination and Remuneration Committee has also carried out evaluation of everyDirector's performance during Financial Year 2016-17.
30) Separate Meeting of Independent Director
During the year under review the Independent Directors of the Company meets withoutthe presence of non-independent directors on Friday 17th March 2017 in termsof Section 149(8) and Schedule - IV and Clause 49 (B) (II) (6) read with regulation 25(3)& (4) of SEBI LODR 2015 without the attendance of non-independent directors andmembers of management.
They met to discuss the inter-alia amongst other items the following mandatory itemsviz. (a) to review the performance of non-independent directors and the Board as a whole;(b) to review the performance of the Chairperson of the company taking into account theviews of executive directors and non-executive directors; (c) to assess the qualityquantity and timeliness of flow of information between the company management and theBoard that is necessary for the Board to effectively and reasonably perform their duties.
31) Disclosure On Audit Committee
The Audit Committee as on 31st March 2017 comprises of the followingIndependent Directors viz. Mr. Praveen Sethia (Non-Executive Independent Director Mr.Vishal Kumar Gupta (Non-Executive Nominee Director) Mr. S.K. Goel (Non-ExecutiveIndependent Dirtector) (being made member in the Audit Committee w.e.f. 12thAugust 2016)
Further all recommendations of Audit Committee were accepted by the Board ofDirectors.
The detailed Audit Committee and its terms of reference and meetings held and attendedby the members during the year are mentioned in Corporate Governance Report Section.
During the year under review the company has complied with the requirements of Section178 of the Companies Act 2013 and regulation 18 of SEBI LODR 2015. The Members of theAudit Committee possess financial/accounting expertise/exposure. The Company Secretary ofthe Company acts as the Secretary to the Committee.
The Statutory Auditors of the Company attends and participates in the meetings of theAudit Committee.
32) Disclosure on Nomination and Remuneration Committee and Nomination and RemunerationPolicy
The Nomination and Remuneration Committee as on 31st March 2017 comprisesof the following Directors viz. Mr. Praveen Sethia (Non-executive Independent Director);Sanjeev Goel (Managing Director); Mr. Vishal Kumar Gupta (Non-executive Nominee Director)Mr. Rakesh Joshi (Non-executive Independent Director) and Mr. Y.L Madan (NonexecutiveIndependent Director).
Further all recommendations of Nomination and Remuneration Committee were accepted bythe Board of Directors. The detailed Nomination and Remuneration Committee and its termsof reference and meetings held and attended by the members during the year are mentionedin Corporate Governance Report Section.
The Board of Directors of your Company has on recommendation of the Nomination &Remuneration
Committee framed the policy on appointment of Board members including criteria fordetermining qualifications positive attributes independence of a Director and the policyon remuneration of Directors pursuant to the requirement under Section 134(3)(e) andSection 178(3) of the Companies Act 2013
During the year under review the company has complied the requirements of Section 177of the Companies Act 2013 read with applicable regulation 19 of SEBI LODR 2015. TheCompany Secretary of the Company acts as the Secretary to the Committee.
The Policy is annexed at Annexure No. 11 to this report which forms integral part ofthis report. The contents of the policy are uploaded in company website and also stated inthe Corporate Governance Report.
33) Familiarization policy and programme
During the year under review no new Independent Directors were appointed and hence noFamiliarization Programme is requited to be conducted in terms regulation 25 (7) of SEBILODR 2015
However your Company from time to time throughout years has been familiarizing allthe Independent Directors on its Board with detailed presentations by itsbusiness/functional heads on the Company operations strategic business plans newproducts and technologies including significant aspects of the Industry and its futureoutlook.
The Familiarization Policy is also annexed at Annexure No. 12 to this report.
The Familiarization program/policy is uploaded on the company website (http://inteccapital .com/about-us/board-of-directors/familiarization- programme/)
34) Disclosure of Board and Committee Meeting Process
A. Board material distributed in advance
The agenda and notes on agenda are circulated to Directors in advance and in thedefined agenda
format. All material information is incorporated in the agenda for facilitatingmeaningful and focused discussions at the meeting. Where it is not practicable to attachany document to the agenda it is tabled before the meeting with specific reference tothis effect in the agenda. In special and exceptional circumstances additional orsupplementary item(s) on the agenda are permitted.
B. Recording minutes of proceedings at board and
The Company Secretary records minutes of proceedings of each Board and Committeemeeting. Draft minutes are circulated to Board/Board Committee members for their comments.The minutes are entered in the Minutes Book within 30 days from the conclusion of themeeting.
C. Post meeting follow-up mechanism
The guidelines for Board and Board Committee meetings facilitate an effective postmeeting followup review and reporting process for decisions taken by the Board and BoardCommittees thereof. Important decisions taken at Board/Board Committee meetings arecommunicated promptly to the concerned departments/divisions. Action- taken report ondecisions/minutes of the previous meeting(s) is placed at the succeeding meeting of theBoard/Board Committee for noting.
D. Finalization of meetings
The Chairman of the Board and Company Secretary in consultation with other concernedmembers of the senior management finalize the agenda for Board meetings.
The Company Secretary while preparing the agenda notes on agenda and minutes of themeeting(s) is responsible for and is required to ensure adherence to all applicable lawsand regulations including the Companies Act 1956/Companies Act 2013 read with rulesissued thereunder as applicable and the Secretarial Standards as Notified by Ministry ofCorporate Affairs and issued by the Institute of Company Secretaries of India asapplicable.
35) Directors' Responsibility Statement
Pursuant to the requirements of Section 134 (5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby stated that:
(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.
36) Internal Financial Control (IFC) and its Adequacy on Financial Reporting
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.
The Board of Directors confirms that the company has established systems standardsprocesses and structure which supports to implement Internal
Financial controls across the organization and which provide reasonable assuranceregarding reliability of financial reporting and preparation of financial statements. TheDirectors Responsibility Statement (DRC) also emphasis that company's IFC are adequate andoperating effectively with respects to financial statements.
37) Statutory Auditors and their Report
The Statutory Auditors viz. S.R. Batliboi & Associates LLP (LLP Identity NoAAB-4295) Chartered Accountants (Firm No. FRN 101049W) have tendered their resignationand withdrawing their consent to be re-appointed as Statutory Auditors by ratification ofshareholders in the ensuing 23rd Annual General Meeting.
In view of that you directors recommended the appointment of S. P. Chopra & Co.Chartered Accountants (Firm No.000346N) as Statutory Auditor of the Company who haveconfirmed their eligibility and qualification required under the Act for holding theoffice as Statutory Auditors of the Company for a first block of five (5) years fromconclusion 23rd Annual General Meeting scheduled to be held in Calendar Year 2017 tillconclusion of 28th Annual General Meeting scheduled to be held in Calendar Year 2022(subject to ratification of their appointment by members at every Annual General Meeting)for conducting the Annual Statutory Audit for the respective Financial Years viz. startingfrom Financial Year 2017-2018 till Financial Year 2021-2022
During the year under review the current Statutory Auditor's viz. S.R. Batliboi &Associates LLP (LLP Identity No AAB-4295) Chartered Accountants (Firm No. FRN 101049W)(hereinafter referred to as Current Statutory Auditors) had submitted their Report for thefinancial year ended 31st March 2017. The Independent Auditor's Report(Standalone and Consolidated) of Intec Capital Limited is of unmodified opinion and doesnot contain any qualifications/observations/adverse remarks on true and fair view ofFinancial Statements (standalone and consolidated) for financial year ended 31st March2017 presented to the Auditors. As part of other matters reported the auditors have madean observation with regard to dealings by the Company in Specified Bank Notes (SBN) forwhich Auditors Comments are self-explanatory. Besides without modifying and qualifyingthe Auditors have mentioned one matter as emphasis of matter with regard to ManagingDirector Remuneration for which Auditors Comments are self-explanatory.
38) Secretarial Auditor and Their Report
The Board appointed M/s. Sudhanshu Singhal & Associates represented throughProprietor viz. Mr. Sudhanshu Singhal Company Secretaries having C.P. No. 8762 to conductSecretarial Audit for the FY 2016-17.
The Secretarial Audit Report for the financial year 2016-17 given by SecretarialAuditor in the prescribed form MR-3 is annexed at Annexure - 10 to this Report.
The Secretarial Audit Report for the year under review does not contain anyqualification reservation or adverse remark or disclaimer made by the secretarialauditor.
39) Internal Auditor and their Report
The Board appointed M/s. Mazars as Internal Auditors to conduct Internal Audit for theFY 2016-17. During the year under review Mazars Internal Auditor's had submitted theirReport for the financial year 2016-17 for various quarters/ period to the Audit Committeefor its review and necessary action.
40) Risk Management Policy
The Company has in place a Risk Management Policy in line business requirement.
The Risk Management Committee was originally constituted on 8th January 2013 and wasreconstituted from time to time according to need of the company. The Risk ManagementCommittee has been entrusted with the responsibility of Formulation of policiesprocedures and practices to identify evaluate address and monitor risk and to ensurebusiness growth plans are supported by effective risk infrastructure. The Risk practicesand conditions adopted are appropriate for the business environment and to assist theBoard in discharge of its duties & responsibilities and in overseeing that all therisks that the organization faces such as strategic financial credit market liquiditysecurity property IT legal regulatory reputational and other risks have beenidentified and assessed and there is an adequate risk management infrastructure in placecapable of addressing those risks.
The detailed information on Risk Management Committee its constitution its meetingheld and attended during the year under review is separately mentioned in CorporateGovernance Report Section.
The Company has introduced several improvements to existing internalpolicies/processes/framework/ audit methodologies to mitigate/minimize the enterpriserisk.
41) Whistle Blower/Vigil Mechanism
The Company promotes ethical behavior in all its business activities and has put inplace a mechanism of reporting illegal or unethical behavior. The Company has a whistleblower policy/ vigil mechanism in terms of requirement of Section 177 (9) and otherapplicable provisions of the Companies Act 2013 read with Regulation 4(2) (d) (iv) ofSEBI LODR 2015 wherein the employees are free to report violations of laws rulesregulations or unethical conduct to their immediate supervisor or such other person asmaybe notified by the management to the workgroups. The confidentiality of those reportingviolations is maintained and they are not subjected to any discriminatory practice
The Whistle Blower/Vigil Mechanism Policy is also available on our Company website toreport any genuine concerns about unethical behavior any actual or suspected fraud orviolation of Company's Code of Conduct in terms of regulation 46(2)(e) of SEBI LODR 2015.
The Audit Committee of your company also reviews the functioning of the whistle blowermechanism on quarterly basis;
42) Particulars of Employees Key Managerial Personnel and Related Disclosures
During the year under review the information related to Statement of particulars ofemployees pursuant to the provisions of Section 197(12) of the Companies Act 2013 readwith Rule 5(2) & (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 for the financial year ended 31st March 2017 is annexed atAnnexure - 13 which forms part of this report.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed at Annexure - 14 which forms part of thisreport.
Also in terms of provisions of section 136(1) of the said Act these particulars willbe made available to shareholder on request. The said information is available forinspection at the registered office of the Company during working hours and any memberinterested in obtaining such information may write to the Company Secretary and the samewill be furnished on request.
The full Annual Report including the aforesaid information is being sent electronicallyto all those members who have registered their email addresses and the Annual report isalso available on the Company's website.
None of directors is holding any shares in the company except Mr. Sanjeev GoelManaging Director holding 644464 fully paid equity shares as individual promoter categoryand Mr. Praveen Sethia holding 18 fully paid equity shares in individual non-promotercategory.
None of directors is having any pecuniary relationship with the company except Mr. Y.L.Madan Non-executive Independent Director who cease to be director w.e.f. 9th November2016 pursuant to his resignation who are having business relationship in the ordinarycourse of business and on arm's length basis.
During the year under review Mr. Y.L. Madan Non-executive Independent Director wasalso paid Rs.3.50 Lacs towards consultancy of Treasury Services which is in ordinarycourse of business and on arm's length basis.
During the year ended 31st March 2017 Mr. Sanjeev Goel Managing Directorwas paid the remuneration amounting Rs. 17.03 Lacs (Rupees Seventeen Lacs Three ThousandOnly) the break-up of which is mentioned in Annexure -7 of this report.
We had applied for approval with Ministry of Corporate Affairs (MCA) Govt. of Indiarelated to Managing Director remuneration starting from 1st April 2016 till 31st March2019. We had received the necessary Approval/ Order from Ministry of Corporate Affairs(MCA) Govt. of India the details of which is mentioned below.
MD Remuneration Information
|Financial Year(s) ||Effective Capital (Rs. In Crore) ||Remuneration that can be paid (in Rs. lacs) ||Remarks |
|1 Financial year starting from 1st April 2016 to 31st March 2016 ||Rs. 168.54 Cr. As on 1st April 2016 ||Rs. 193.12 Lacs ||Please refer Table -1 for more details related to MD Remuneration |
|2 Financial year starting from 1st April 2017 to 31st March 2018 ||Rs. 168.35 Cr. As on 1st April 2017 ||Rs. 240 Lacs ||that can be paid per annum in respective financial year which |
|3 Financial year starting from 1st April 2018 to 31st March 2019 ||Assuming Intec Effective Capital is 100 crores and above but less than 250 crores ||Rs. 240 Lacs ||is calculated on the basis of resolutions passed by NRC Board |
| ||Assuming Intec Effective Capital is Rs. 5 crores or above but less than 100 crores ||Rs. 168 Lacs ||Shareholders and factual information available law position on MD Remuneration |
| ||Assuming Intec Effective Capital is Rs. Negative or less than Rs. 5 crores ||Rs. 64 Lacs ||read with MCA Order on MD Remuneration |
43) Particulars of Loans Guarantees or Investments Under Section 186 of the CompaniesAct 2013
Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the Notes to the financial statements provided in this Annual Report pursuantto Section 134(3) (g) of the Companies Act 2013.
44) Green Initiatives And E-Voting
Under go green Initiative in Corporate Governance we have started go Paperless as asustainability initiative and minimizing our impact on the environment.
Under this Go Green initiative electronic copies of the Annual Report 2017 and Noticeof 23rd Annual Members whose email addresses are registered with theCompany/RTA is sent through e-mail.
For other members who have not registered their email addresses physical copy of theAnnual Report and Notice of AGM are sent in the permitted mode. Members requiring physicalcopies can send a request to Compliance Officer of the Company.
The Company is providing e-voting facility to all its members to enable them to casttheir votes electronically on all the resolutions set forth in the Notice. This ispursuant to Section 108 of the Companies Act 2013 and Rule 20 of the Companies (Managementand Administration) Rules 2014. The instructions for e-voting is provided in the Notice.
45) Reminder To Investors:
Reminders for unclaimed shares unpaid dividend are sent to shareholders/debentureholders as per records every year.
46) Disclosures Under Section 217(1)(E) of The Companies Act 1956
The details of Conservation of Energy Technology Absorption Foreign Exchange Earningsand Outgo is information is furnished below pursuant to provisions of Section 134 of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014
|Rule || || || |
|8(3) (A) ||Conservation of Energy: ||Not Applicable || |
|8(3) (B) ||Technology Absorption: ||Not Applicable || |
|8(3) (C) ||Foreign Exchange Earnings And Outgo ||Current Year ||Previous Year |
| ||Out flow: ||NIL ||NIL |
| ||Inflow: ||NIL ||NIL |
47) Annual Report
The Annual Report containing inter alia Audited Financial Statement ConsolidatedFinancial Statements Directors' Report Auditors' Report and other important informationis circulated to members and others entitled thereto. The Management's Discussion andAnalysis (MD&A) Report forms part of the Annual Report and is displayed on theCompany's website.
48) BSE Corporate Compliance & Listing Centre (The 'Listing Centre'):
BSE's Listing Centre is a web-based application designed for corporates. All periodicalcompliance filings like shareholding pattern corporate governance report media releasesamong others are also filed electronically on the Listing Centre.
49) SEBI Complaints Redress System (Scores)
The investor complaints are processed in a centralized web-based complaints redresssystem. The salient features of this system are: Centralized database of all complaintsonline upload of Action Taken Reports (ATRs) by concerned companies and online viewing byinvestors of actions taken on the complaint and its current status.
50) HRD Initiatives- Training & Development
The Company recognizes the importance of Human Resource and the continuous need fordevelopment of the same. The Company stresses on the need to continuously upgrade thecompetencies of its employees and equip them with the latest developments. In order toachieve this the Company organizes various programs including in-house training andprofessional skills development programs across all levels of employees. The company alsofocused on Regional Level Induction & training covering corporate presentations &function specific knowledge and skills. Training Basic Certification Module Process forSales and Collection has also been implemented and has achieved 45 certifications.
As part of HRD Initiatives the company has started giving Monthly Extra Miler awardsbased on various parameters viz. Result Boundary less Behavior Operational ExcellencePositive Attitude & Behavior
51) Report Under the Prevention of Sexual Harassment Act
Your Company recognizes its responsibility and continues to provide a safe workingenvironment for women free from sexual harassment and discrimination and to boost theirconfidence morale and performance.
Pursuant to the legislation 'Prevention Prohibition and Redressal of Sexual Harassmentof Women at Workplace Act 2013' introduced by the Government of India which came intoeffect from 9 December 2013 the Company has framed a Policy on Prevention of SexualHarassment at Workplace which is also reviewed by the Committee at regular intervals.There was no case reported during the year under review under the said Policy.
The employee relations in the Company continued to be healthy cordial and progressive.
The Board of Directors would like to convey their appreciation to the CustomersShareholders Vendors Banks Financial Institutions various Government Authorities RBISEBI and Stock Exchanges for their cooperation and support throughout the year.
The Board recognizes that it is accountable to shareholders for the performance of theCompany believes in transparency in its conduct and strives to disseminate the materialinformation to the shareholders and the public.
Looking forward to receive continued patronage from all our business partners andassociates to become better and strong organization.
The Board of Directors would also place on record the appreciation for thecontributions made by the employees at all levels.
Your Directors place on record their gratitude to the Central Government StateGovernments and Company's Bankers for the assistance cooperation and encouragement theyextended to the Company. Your Directors also wish to place on record their sincere thanksand appreciation for the continuing support and unstinting efforts of investors vendorsdealers business associates and employees in ensuring an excellent all around operationalperformance.
| ||For Intec Capital Limited |
|Date : 26th August 2017 ||Sanjeev Goel ||S.K. Goel |
|Place : New Delhi ||Managing Director ||Non-Executive Independent Director |