To the members
Your directors present the 35th Annual Report together with the auditedaccounts of the company for the year ended 31st March 2017.
The working results of the company for the year under report are as under:-
| || |
(Amount in Rupees)
|Particulars ||Year Ended 31.03.2017 ||Year Ended 31.03.2016 |
|Gross Income ||24806079 ||24584432 |
|Profit before tax ||16480486 ||23189019 |
|Less : Provision for income tax ||(6315375) ||(6666678) |
|Profit after Tax for the year ||10165111 ||16522341 |
|Add : Balance B/F from previous year ||52094002 ||38849412 |
|Available for appropriation ||62259113 ||55371753 |
|Income tax adjustments for prior periods ||3 ||27249 |
|Transferred to Statutory Reserve Fund ||(2034000) ||(3305000) |
|Balance carried forward ||60225116 ||52094002 |
During the year under review the company's funds remained invested in Shares Loans andAdvances. The dividend income earned was Rs.3393683/- (previous year 1089447/-). Theinterest income earned was Rs.11267246 /- (previous years Rs. 10957324 /-). During theyear the company also earned brokerage income of Rs 9982911 /- (net of service tax) onmobilization of funds of third parties (previous year 10291960 /-).
NBFC REGISTRATION WITH RESERVE BANK
The company is a NBFC (non public deposit accepting company) registered with RBI videRegistration No. N-06.00576 Dated 17.10.2003.
During the year the Company has not accepted any deposits from the public within themeaning of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.
The paid up Equity Share Capital as at 31st March 2017 remained unchangedand stood at Rs. 22239140/- divided into 2223914 Equity Shares of the face value of Rs.10/- each. During the year the Company has not issued shares with differential votingrights nor has granted any stock options or sweat equity.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENT BY THE COMPANY.
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Financial Statements.
Your directors do not recommend any dividend for the year under consideration
Sh Pawan Kumar Sharma (DIN: 07163131) director of the company retires by rotation atthe ensuing Annual General Meeting of the Company and being eligible offers himself forreappointment. The board recommended his re- appointment to the members of the company atthe ensuing Annual General Meeting.
DECLARATION BY INDEPENDENT DIRECTORS
Necessary declaration has been obtained from all Independent Directors undersub-section (6) of Section 149 of the Companies Act 2013.
NUMBER OF MEETINGS OF THE BOARD
During the year seven meetings of the board were convened and held on 30.04.201628.05.2016 12.08.2016 02.09.2016 16.09.2016 12.11.2016 and 13.02.2017 Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
The company's Independent Directors held their meeting on 10.11.2016 without theattendance of Non Independent Directors and members of the management. All IndependentsDirectors were present at the meeting and they:
1 Reviewed the performance of nonIndependent directors and the Board as a whole;
2 Assessed the quality and timeliness of the flow of information between the company's
Management and the Board which is necessary for the Board to effectively and reasonablyperform their duties
Pursuant to the provisions of Companies Act 2013 the Company has devised a policy forperformance evaluation of Independent Directors and the Board.
In view of the SEBI circular No. CIR/CFD/POLICY CELL/2/2014 dated 17.04.2014 which wasfurther clarified/ revised vide SEBI circular No. CIR/CFD/POLICY CELL/7/2014 /dated15.09.2014 the Corporate Governance clause under the listing agreement is not applicableto our company as the paid-up equity capital is less than Rs.10 Crores. and net worth ofthe company is less than 25 crores as on 31.03.2017.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors make the following statement in terms of Section 134(3)(c) & 5 ofthe Companies Act 2013:-
a) that in the preparation of the Annual Accounts for the year ended on 31stMarch 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b) That the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2017 and of the profit of the Company for the year ended on that date;
c) that the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
d) that annual accounts have been prepared on a going concern basis.
e) that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f) that the D irectors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is enclosed to this Report as Annexure--1 andforms an integral part of this Report.
RELATED PARTY TRANSACTIONS
The related party transactions have been elaborated and listed out in the financialstatements at Note No.
16 and which are at arms length price.
The Company has constituted an Audit Committee pursuant to Section 177(8) read withRule 6 of the Companies (Meetings of the Board and its Powers) Rules 2014.
Presently the Audit Committee consists of Navdeep Sharma Gagnish Bhalla who areindependent Directors and Sh. Pawan Kumar Sharma who is non Executive director.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company is having adequate internal control systems and procedures whichcommensurate with the size of the Company. The Company is having Internal Audit Departmentwhich ensures that the internal control systems are properly followed by all concerneddepartments of the Company
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators / Courts thatwould impact the going concern status of the Company and its future operations.
CORPORTE SOCIAL RESPONSIBILITY (CSR)
The CSR is not applicable to the Company.
NOMINATION AND REMUNERATION COMMITTEE AND POLICY.
As required u/s 178 of the Companies Act 2013 the company has constituted nominations& remuneration committee. Presently the committee comprises of two independentdirectors Sh.Navdeep Sharma and Sh. Gagnish Kumar Bhalla and Sh. Pawan Kumar Sharma as nonExecutive Director. Further on the recommendation of Nomination and RemunerationCommittee the board has already framed a policy for selection and appointment ofDirectors Key Management Personnels & Senior Management and their remuneration.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethere under the Company has appointed M/s P.S Dua &The Associates CompanySecretaries in wholetime Practice to undertake the Secretarial Audit. The SecretarialAudit Report in form MR-3 is enclosed herewith as Annexure- 2 and forms an integral partof this Report. The report is self explanatory.
To streamline the provisions of the Listing Agreement and its better enforceability theSecurities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI (ListingObligations and Disclosures Requirements) Regulations 2015. The said Regulation becameeffective from 1st. December 2015. In compliance of the said Regulations thecompany has entered into Listing Agreement with the BSE Ltd. on 23rd .February 2016.
DEMATERIALSIATION OF SECURITIES
Your Company has already established connectivity with both the Depositories i.e.National Securities Depository Limited (NSDL) and Central Depository Services (India)Limited (CDSL) to facilitate the holding and trading of securities in electronic form. Theshareholders who have not gone in for dematerialization of shares till date are requestedto opt for dematerialization of the shares at the earliest.
Further as per SEBI circular No. D&CC/FITTC/CIR- 15/2002 dated 27th.December 2002 Company has appointed M/s. Alankit Assignments Ltd. as Registrar for ShareTransfer and Electronic Connectivity. Accordingly all the shareholders InvestorsMembers of the Stock Exchanges Depository Participants and all other concerned arerequested to send all communication in respect of Share Transfer Demat / Remat Change ofAddress etc. to our Registrar of below mentioned address:
M/s. Alankit Assignments Limited.
(Unit: Kovalam Investment & Trading Co. Ltd.)
Alankit House 1E/13 Jhandewalan Extension
New Delhi-110 055
Telephone No. : (011) 42541234
Fax No. : (011) 42541201
E-mail address : email@example.com
In case any query/complaint remains unresolved with our Registrar please write toCompany at the Registered Office of the Company.
The company has one Associate company i.e Hug Foods Pvt Ltd as per section 2( 6) ofthe Companies Act 2013.
AUDITORS & AUDITOR'S REPORT
Companies Act 2013 (the Act') was notified effective April1 2014. Section 139of the Act lays down the criteria for appointment and mandatory rotation of statutoryauditors. Pursuant to Section 139 of the Act and the Rules made there under it ismandatory to rotate the statutory auditors on completion of two terms of five consecutiveyears. The Rules also lay down the transitional period that can be served by the existingauditors depending on the number of consecutive years for which an audit firm has beenfunctioning as auditor in the same company. The incumbent auditors Gupta Vigg & CoChartered Accountants (Firm registration number : 001393N) have served the Company forover 10 years before the Act was notified and will be completing the maximum number oftransitional period (three years) at the ensuing 35th AGM.
The audit committee of the Company has proposed and the Board has recommended theappointment of YAPL & Co. Chartered Accountants (Firm registration number : 017800N )as the statutory auditors of the Company. Auditors will hold office for a period of fiveconsecutive years from the conclusion of the 35th Annual General Meeting of theCompany till the conclusion of the 40th Annual General Meeting to be held in2022. The first year of audit will be of the financial statements for the year endingMarch 312018.
Therefore approval of the shareholders is saught in the AGM:
The Company has obtained from the auditors a written consent and a certificate asrequired under Section 139 the Companies Act 2013 to the effect that their appointmentif made would be within the limits and in accordance with the conditions specified undersection 141 (3) (g) of the Companies Act 2013.
Further the Auditor's Report on the Accounts of the Company for the year under reviewis self explanatory and requires no comments.
KEY MANAGERIAL PERSONNEL
As on date the Board of Directors of the company are the key management personnel's ofthe company. Also please refer to the secretarial audit report.
PARTICULARS OF EMPLOYEES
None of the employees of the Company is covered under section 197(12) of the CompaniesAct 2013 read with rule 5(2) of the Companies (Appointment & remuneration ofmanagerial personnel) rules.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information regarding conservation of energy technology absorption and foreignexchange earnings and outgo under Section 134(3)(m) of the Companies Act 2013 read withRule 8(3) of The Companies (Accounts) Rules 2014 are not applicable and hence nodisclosure is required.
Your company's shares are listed on the Stock Exchange Mumbai and the listing fee forthe financial year 2017-2018 has been paid.
The Directors of the company wish to place on record their sincere thanks to theshareholders for their continued support co-operation and confidence in the management ofthe company.
| ||For and on behalf of the Board |
| ||Sd/- |
|Pace : Ludhiana ||Navdeep Sharma |
| ||Chairman |
|Date : 01.09.2017 ||( DIN : 0454285) |
| || |