TO THE MEMBERS
Your Directors have pleasure in presenting 24th Annual Report of the Companyalong with the Audited Statement of Accounts for the year ended 31st March2017.
(Rs. in Lacs)
|Particulars ||2016 - 2017 ||2015 - 2016 |
|Profit/(Loss) before Depreciation & Taxes ||3.99 ||7.43 |
|Less : Depreciation ||0.42 ||0.42 |
|Profit / (Loss) before Tax ||3.57 ||7.01 |
|Provision for Taxation ||0.89 ||1.60 |
|Income Tax for Earlier Years ||(0.28) ||0.04 |
|Deferred tax (Charge) / Credit ||0.09 ||0.22 |
|Profit / (Loss) after Tax ||2.87 ||5.15 |
|Transfer to Reserve Fund ||0.57 ||1.03 |
|Add : Balance brought forward from Previous Year ||(65.62) ||(69.74) |
|Balance Carried to Balance Sheet ||(63.32) ||(65.62) |
REVIEW OF BUSINESS OPERATIONS :
The Company is a Non-Banking Financial Company and is engaged in NBFC activities. TheProfit before tax for the year is Rs. 3.57 Lakhs as compared with the last year figure ofProfit before tax of Rs. 7.01 Lakhs.
With view of brought forward losses your Director has not recommended any Dividend.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT :
a) Industrial Structure and Developments
The Company operates in the Non-Banking Financial Company (NBFC) segment of Industryand is registered with the Reserve Bank of India. Its activities are limited within Indiaand are mainly engaged in the business of providing Loans and making Investment in Sharesand Securities. The performance and business strategy are dependent on the Economicenvironment and policies of the Government of India and Reserve Bank of India (RBI).
Government has announced a number of policy measures to achieve the projected GDPgrowth in 2017-18. This includes approval for large infrastructure projects addressingchallenges of mining and power sectors increasing foreign investment limits in Insuranceand Pension Asset Reconstruction Companies E-commerce Stock Exchanges Food ProcessingPorts etc. Growth in agricultural sector output and expectations of good monsoon willdrive demand from rural areas.
In view of the aforesaid initiatives of the Government NBFCs can also look for growthin lending activities. The scope of investment will increase in coming years.
Growth of the Companys asset book quality of assets and ability to raise fundsdepend significantly on the economy. Unfavourable events in the Indian economy can affectconsumer sentiment and in turn impact consumer decision to purchase financial products.Competition from a broad range of financial service providers unstable politicalenvironment and changes in Government policies / regulatory framework could impact theCompanys operations.
d) Segment-wise Performance
Based on the synergies risks and return associated with the business operations and interms of Accounting Standard 17 the Company is engaged in a single reportable segment ofNon-Banking Financial Company during the year and hence treated as single reportablesegment as per AS 17.
e) Industry Outlook
The Company continues to concentrate on finance and investment activities. Eachfinancial intermediary will have to find its niche in order to add value to consumers. TheCompany is cautiously optimistic in its outlook for the year 2017-18.
f) Risks and Concerns
The performance of the Company is closely linked with the overall performance of theIndian Economy Financial and Capital Markets. The future success of the Company dependson its ability to anticipate volatility in Capital and Financial Markets and minimiserelated risks through prudent investing decisions. Hence the Management regularly monitorsthe changing Economic and Market conditions in order to take timely and prudent businessdecisions. Any slowdown in the Indian economy or volatility in the Financial and/orCapital markets could adversely affect the performance of the Company.
g) Internal Control system and their adequacy
The Company has a proper and adequate system of internal controls to ensure that allactivities are monitored and controlled against any unauthorized use or disposition ofassets and that the transactions are authorised recorded and reported correctly.
The Company ensures adherence to all internal control policies and procedures as wellas compliance with all regulatory guidelines.
The Audit Committee periodically reviews Policies and adequacy of internal controls.
h) Human Resource Development/Industrial Relation
The Company considers its human resource as the most valuable ingredient of thefunctioning of the Company and utmost endeavor is made to maintain good relation with theemployees at all levels.
a. Buyback of Securities
The Company has not bought back any of its securities during the year under review.
b. Sweat Equity
The Company has not issued any Sweat Equity Shares during the year under review.
c. Bonus Shares
No Bonus Shares were issued during the year under review.
d. Employees Stock Option Plan
The Company has not provided any Stock Option Scheme to the employees.
e. Shares with Differential Rights
No Equity Shares with differential rights were issued during the year under review.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
During the year under review the Company was not required to transfer any amount toInvestor Education and Protection Fund under Section 125(2) of the Companies Act 2013.
CORPORATE GOVERNANCE :
As the paid-up Equity Share Capital of the Company is less than Rs. 10 Crores and itsNetworth is less than Rs.25 crores provisions relating to Corporate Governance are notapplicable to your Company. However adequate steps have been taken for better CorporateGovernance.
CORPORATE SOCIAL RESPONSIBILITY :
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :
The Company has not entered into any contract or arrangement with related partiesreferred in the section 188 (1) of the Companies Act 2013 during the year under review.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013 :
The Company being a Non-Banking Financial Company is not required to give theseparticulars.
EXTRACT OF THE ANNUAL RETURN :
The extract of the Annual Return in Form No. MGT 9 is furnished in AnnexureA and is attached to this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL :
During the year under review there was no change in the composition of the Board ofDirectors.
The Company has received requisite declaration from all the independent directors undersection 149(7) of the Companies Act 2013 confirming that they meet the criteria ofindependence as provided in subsection (6).
Mr. Krishna Awatar Agarwal (DIN No. 02460626) retires at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.
BOARD EVALUATION :
Pursuant to the provisions of Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an evaluation of itsown performance the directors individually as well as the evaluation of the working ofits Audit Committee and Nomination and Remuneration Committee.
The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The exercise was carried out through astructured evaluation process covering various aspects of the board functioning such ascomposition of the board & committees experience & competencies performance ofspecific duties & obligations attendance of the meetings governance issues etc.Separate exercise was carried out to evaluate the performance of individual directors whowere evaluated on parameters such as attendance contribution at the meetings andotherwise independent judgment safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the entire Board andthat of the Non-Independent Directors were carried out by the Independent Directors.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.
NOMINATION AND REMUNERATION POLICY :
The Nomination and Remuneration policy has been constituted mainly for the purposes ofrecommending the Companys policy on remuneration package for the Managing/ExecutiveDirectors reviewing the structure design and implementation of remuneration policy inrespect of Key Management Personnel. No meeting was required to be held during the year.
|Sl. No. ||Name of the Committee Members ||Nature of Directorship || |
|1. ||Mr. Sushil Kumar Poddar ||Non-Executive Independent Director || |
|2. ||Mr. Ram Karan Gupta ||Non-Executive Independent Director || |
|3. ||Ms. Madhumita Tapader ||Non-Executive Director || |
AUDIT COMMITTEE :
The Audit Committee comprises of Mr. Ram Karan Gupta (Non Executive IndependentDirector )as Chairman and Mr. Sushil Kumar Poddar (Non Executive IndependentDirector) and Mr. Krishna Awatar Agarwal (Non Executive Director) as members. Allthe meetings of the committee were duly held and attended by the members.
The recommendations of the Audit Committee have been accepted by the Board.
BOARD MEETINGS :
During the year under review 11 (Eleven) Board Meetings were held on 1st April 201615th April 2016 29th May 2016 5th July 2016 30th July 2016 20th August 2016 19thSeptember 2016 1st October 2016 30th October 2016 13th January 2017 and 30th January2017. The attendance of each Director is as under:
|Sl. No. ||Name of the Directors || |
No. of Meetings Attended
|1. ||Mr. Sushil Kumar Poddar ||11 |
|2. ||Mr. Ram Karan Gupta ||11 |
|3. ||Mr. Krishna Awatar Agarwal ||08 |
|4. ||Ms. Madhumita Tapader ||11 |
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014 :
The required details are provided in Annexure "B" annexed to this Report.
DISCLOSURE UNDER RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014 :
The required details are provided in Annexure "C" annexed to this Report.
DIRECTORS RESPONSIBILITY STATEMENT :
In terms of section 134(5) of the Companies Act 2013 with respect to DirectorsResponsibility Statement it is hereby confirmed 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 had 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 had 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 had prepared the annual accounts on a going concern basis;
(e) 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) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
CODE OF CONDUCT :
The Company has a Code of Conduct which is applicable to directors and managementpersonnel of the Company. The Company believes in conducting business in accordance withthe highest standards of business ethics and complying with applicable laws rules andregulations.
The Code lays down the standard procedure of business conduct which is expected to befollowed by the directors and management personnel in their business dealings and inparticular on matters relating integrity in the work place in business practices andcomplying with applicable laws etc.
All the directors and management personnel have submitted declaration confirmingcompliance with the code.
RISK MANAGEMENT POLICY :
Pursuant to section 134(3) (n) of the Companies Act 2013 the Board of directors ofthe Company has adopted a Risk management Policy of the Company. The Company managesmonitors and reports on the principal risks and uncertainties that can impact its abilityto achieve its strategic objectives.
The Company has introduced several improvements to Integrated Enterprise RiskManagement Internal Controls Management and Assurance Frameworks and processes to drive acommon integrated view of risks optimal risk mitigation responses and efficientmanagement of internal control and assurance activities. This integration is enabled byall three being fully aligned across group wide Risk Management Internal Control andInternal Audit methodologies and processes.
VIGIL MECHANISM / WHISTLE BLOWER POLICY :
The Company promotes ethical behaviour in all its business activities and has put inplace a mechanism for reporting illegal or unethical behaviour. The Company has a VigilMechanism and Whistle Blower Policy under which the employees are free to reportviolations of applicable laws and regulations and the Code of Conduct. The reportablematters may be disclosed to the Ethics and Compliance Task Force which operates under thesupervision of the Audit Committee. Employees may also report to the Chairman of the AuditCommittee. During the year under review no employee was denied access to the AuditCommittee.
PREVENTION OF INSIDER TRADING :
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Companys shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. All the Board ofDirectors and designated employees have confirmed compliance with the Code.
INTERNAL FINANCIAL CONTROLS :
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
During the year the Company appointed M/s Sancheti Baid & Co. CharteredAccountants Kolkata as an Internal Auditor. The firm is authorized by the Audit Committeeto access the adequacy and compliance of internal control process statutory requirementsetc. The Audit Committee met regularly to review reports submitted by the InternalAuditor. The Audit Committee upon discussion with Internal Auditor set up applicablecontrol measures for the Company.
SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS :
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Companys operations in future.
MATERIAL CHANGES :
There are no material changes and commitments affecting the financial position of theCompany have occurred between the date of financial year of the Company and date of thereport. There is no change in the nature of business of the Company.
STATUTORY AUDITORS :
M/s Mandawewala & Company Chartered Accountants (Firm Registration No. 322130E)are the present Statutory Auditors of your Company and shall hold office till the end of26th Annual General Meeting which was approved in the Annual General Meeting held onSeptember 27 2014.
The appointment for the FY 2017-18 is from the conclusion of this 24th Annual GeneralMeeting till the conclusion of the 25th Annual General Meeting. In view of this yourratification for appointment is being sought in the ensuing Annual General Meeting.
The Auditors Report for the FY 2016-17 does not contain any qualificationreservation or adverse remark.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS :
The Company being in the financial sector requirements regarding the disclosure ofparticulars of conservation of energy and technology absorption prescribed by the rulesare not applicable. The Company has no foreign exchange inflow or outflow during the yearunder review.
SECRETARIAL AUDIT :
The Company has appointed Sri Ritesh Kumar Agrawal (ACS 19119) a Practising CompanySecretary to conduct secretarial audit pursuant to section 204 of the Companies Act 2013.Their report in form MR-3 is attached to this report as Annexure D.
As regards his observation made in the Secretarial Audit we are to state that thenecessary steps are being taken to comply with the requirements.
Aditya Translink Pvt. Ltd. (CIN - U17232WB1995PTC067056) continues to be an AssociateCompany. The required details are given in Form AOC- 1 annexed to the Report and marked asAnnexure E.
As required under the Companies Act 2013 and Securities Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Audited Consolidated Financial Statements of your Company are alsoattached and form part of the Companys Annual Report.
During the year under review the Company did not accept any deposits within themeaning of section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.
SOCIAL OBLIGATION :
Your Company has taken up and is constantly in touch with the various socio-economicprojects for uplifting standards of living of the people in and around its estate where itoperates.
LISTING ARRANGEMENTS :
The Equity Shares of the Company are listed on the Ahmedabad Bombay & CalcuttaStock Exchange. However during the year Ahmedabad Stock Exchange opted for voluntary exitpolicy. Consequently the Equity Shares of the Company continues to be listed on Bombayand Calcutta Stock Exchange. The Annual Listing Fees have been paid upto the date.
Your Director further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
RBI REGULATIONS - COMPLIANCE :
Your Company continues to carry on its business of Non-Banking Financial Company andfollows prudent financial management norms as applicable. Your Company appends a Statementcontaining particulars as required in terms of Paragraph 18 of the MasterDirection-Non-Banking Financial Company-Non-Systemically Important Non-Deposit takingCompany (Reserve Bank) Directions 2016 in schedule annexed to the Balance Sheet.
Your Directors would like to record their appreciation of the hard work and commitmentof the Companys employees and are grateful for the co-operation and support extendedto the Company by the Bankers Statutory Authorities Financial Institutions(s) and allother establishments connected with the business
|of the Company. ||For and on behalf of the Board |
| ||Ram Karan Gupta |
| ||Chairman |
|Kolkata the 30th day of May 2017. ||(DIN : 00247432) |