TO THE MEMBERS
Your Directors present the 30th Annual Report and Audited Accounts of the Company forthe year ended 31st March 2016.
(t in lakhs)
|FINANCIAL RESULTS ||31.3.2016 ||31.3.2015 |
|Income from Operations ||44.98 ||46.80 |
|Income from Investment in Mutual Fund ||121.24 ||152.39 |
|Other Income ||3.28 ||16.51 |
|Less : Operating Expenditure ||64.23 ||59.88 |
|Profit Before Depreciation and Finance Cost ||105.27 ||155.82 |
|Less: Depreciation ||2.28 ||2.31 |
|Less : Finance Cost ||0.17 ||0.17 |
|Net Profit for the Year before Tax ||102.82 ||153.34 |
|Less : Provision for Income Tax ||0.00 ||0.91 |
|Less : Provision for Deferred Tax ||(1.03) ||0.83 |
|Profit after Tax ||103.85 ||151.60 |
|Balance of Profit brought forward ||45.34 ||43.74 |
|Amount available for appropriation after adjustments ||148.68 ||195.34 |
|APPROPRIATION TO * || || |
|General Reserve ||75.00 ||150.00 |
|Statutory Reserve Fund ||20.77 ||0.00 |
|Balance carried over ||52.91 ||45.34 |
In order to build up resources your Directors do not recommend payment of
dividend for the Financial Year 2015-16.
Looking to the highly competitive market scenario your Company has done well.
The Company is concentrating in building up sound port-folio of old vehicles and to
utilise the surplus funds in mutual fund schemes to augment income.
a) In accordance with the provisions of section 152 of the Companies Act 2013 and theCompanys Articles of Association Dr. B.D. Agarwal Director retire by rotation atthe forthcoming Annual General Meeting and being eligible offer himself forre-appointment.
b) Further the Board appraised the performance of the independent directors and foundtheir contribution to the proceedings of the Board beneficial for the Company. They haveattended almost all the Board meetings and Committee meetings held from time to time.Further the independent directors have given a declaration that they meet the criteria ofindependence as provided in Section 149(6) of the Companies Act 2013.
5. AUDITORS AND AUDITORS REPORT
The present Auditors M/s V. P. Aditya & Company. Chartered Accountants will retirefrom their office at the ensuing Annual General Meeting They have confirmed theireligibility to the effect that their re-appointment if made would be within theprescribed limits under the Act and that they are not disqualified for reappointment. Youare requested to consider their appointment. The qualifications in the auditors report isself explanatory and has been described in the notes on account.
6. PARTICULARS OF EMPLOYEES
There are no employees getting salary in excess of the limit as specified under theprovision of section 197(12) of the Companies Act 2013 read with rules 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
7. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The Company has no activities relating to conservation of energy or technologyabsorption. There is no foreign exchange earning and outgo during the year.
8. LISTING WITH STOCK EXCHANGE
The Companies shares are listed with Bombay Stock Exchange Ltd. Mumbai.
The Company's shares are marketable in Demat mode only. Shareholders are requested toconvert their physical shareholding into Demat mode.
9. DELIST OF SHARES
As the trading of Company shares on Stock Exchange is very thin it has been proposedto delist the shares of the Company from the BSE Stock Exchange. A resolution in thisregard has been proposed for consideration and approval of the shareholders.
10. INCOME TAX PROCEEDINGS
Company's assessments are completed upto the assessment year 2014-15
11. AUDIT COMMITTEE
During the year the committee held four meetings.
12. NOMINATION & REMUNERATION COMMITTEE
The company has constituted this committee in accordance with the requirements ofSection 178(1) of the Act. The Company's policy on directors appointment and remunerationis governed by the provisions of Section 178(4) of the Act. During the year Committee heldone meeting.
13. STAKEHOLDERS RELATIONSHIP COMMITTEE
During the year the committee held three meetings.
14. CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement with Stock Exchanges a report on CorporateGovernance is enclosed as integral part of the Annual Report together with the AuditorsCertificate in compliance.
15. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
In terms of Clause 49 of Listing Agreement of the Stock Exchanges ManagementDiscussions and Analysis Report forms part of this report.
16. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of section 204 of the Companies Act 2013 the Board hasappointed M/s. Vibha Mehrotra & Co. Practicing Company Secretary of Kanpur (CPMembership No. 3103) as Secretarial Auditors of the Company. The Secretarial Audit Reportfor the financial year ended March 31" 2016 is annexed to this report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremarks.
17. EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company in MGT9 is annexed hereto as Annexure 'A"and form integral part of this report.
18. RELATED PARTY TRANSACTIONS
Subject to Note No. B(iii) of the Annual Accounts there was no significant transactionof material nature with the related parties viz Promoters Directors Management orrelatives during the year and the provisions of Section 188 of the Company's Act 2013 arenot attracted.
19. REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a frame work in relation toremuneration of Directors Key Managerial Personnel of the Company. The details of thisPolicy is explained in the Corporate Governance Report.
20. RISK MANAGEMENT POLICY
The Company has endeavoured to develop and implement a risk management policyincorporating and identifying economic financial and environmental risks.
21. EVALUATION OF BOARD AND ITS COMMITTEES
The evaluation of the Independent Directors was earned out by the entire Boardexcluding the directors being evaluated. Further the Board also carried out assessment ofits own performance and that of its committees based upon criteria such as performanceagainst set objectives contribution to the development of long term strategy and riskmanagement level of communication amongst the' Board/Committee members and of theBoard/Committee members with Key Managerial Personnels.
22. MEETING OF THE BOARD OF DIRECTORS
The details of the member of meetings of the Board held during the financial year2015-16 forms part of the Corporate Governance Report.
23. CODE OF CONDUCT
The Board of Directors has already adopted a Code of Ethics & Business Conduct forthe Directors and Senior Managerial Personnel.
24. DIRECTORS RESPONSIBILITY STATEMENT
Your Directors confirm:
i. tnat in tne preparation or Annual Accounts tne appncaDie accounting standards hadbeen followed;
II. that the directors have selected such accounting policies & applied themconsistently and made judgments & estimates that are reasonable & prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year ended 31st March 2016 and of the profit of the Company for that year;
III. that the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 1956for safe-guarding the assets of the Company and for preventing and detecting fraud andother irregularities;
IV. that the directors have prepared the annual accounts on a going concern basis;
V. that the internal financial controls were laid down to be followed and that suchinternal financial controls were adequate and were operating effectively;
VI. proper systems were devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively;
Your Directors wish to thanks the employees for their dedication and hard work.
|Regd. Office : ||For and On behalf of the Board |
|16/16-A Civil Lines ||K.B. AGARWAL |
|Kanpur - 208 001 ||Vice Chairman |
|Dated ; 14th May 2016 || |