TO THE MEMBERS
Your Directors have pleasure in presenting the 24th Annual Report on the affairs ofyour Company together with the Audited Statements of Account for the Year ended March31st 2018.
|FINANCIAL RESULT || || |
| ||2017-2018 ||2016-2017 |
| ||(Rs. In lacs) ||(Rs. In lacs) |
|Revenue from Operations ||9917.53 ||1283.27 |
|Other Income ||1103.52 ||1352.67 |
|Total Income ||11021.05 ||2635.94 |
|PBIDT ||2220.68 ||1507.93 |
|Interest ||1793.23 ||1362.39 |
|Depreciation ||2.30 ||2.31 |
|PROFIT BEFORE TAXATION ||425.15 ||143.23 |
|Mat Credit Entitlement ||(1.10) ||- |
|Deferred Tax ||(2137.31) ||(282.60) |
|Contingent Provisions against Standard Assets ||(2.25) ||6.37 |
|PROFIT/(LOSS) AFTER TAXATION ||(1715.52) ||(133.00) |
|Profit Brought Forward from Previous Year ||1583.76 ||1744.84 |
|PROFIT AVAILABLE FOR APPROPRIATIONS ||(131.76) ||1611.84 |
|Transfer to Statutory Reserve ||84.58 ||28.08 |
|Accrued Dividend on Preference Shares ||92.21 ||- |
|Balance carried to Balance Sheet ||(308.55) ||1583.76 |
In view of loss after tax no dividend is recommended for the year ended 31st March2018.
Indian economy is poised to win back its tag of the fastest growing economy in theworld. The recent upgrade of India's rating by the US based credit rating agency Moody's(Baa2 from Baa3) in recognition of the reforms agenda pursued by the Government is a majorboost to investor confidence. Further as the short term disruptions caused by majorreforms such as the Goods and Services Tax (GST) and demonetization wave the economy ison the rebound and is likely to achieve higher growth targets in the New Year.
After registering GDP growth of over 7% for the third year in succession in 2016-17the Indian economy is headed for somewhat slower growth estimated to be 6.5% in 2017-18as per first Advance Estimates released by CSO. This is slightly lower than the projectionbased on recent developments which is the highest among the major economies of the world.That this growth has been achieved in a milieu of inflation improved current accountbalance and notable reduction in the fiscal deficit to GDP ratio makes it all the morecreditable. In addition to the introduction of GST the year also witnessed significantsteps being undertaken towards resolution of problems associated with non-performingassets of the banks further liberalization of FDI etc. thus strengthening the momentumof reforms.
However from Sectoral point of view we see that the agricultural sector registeredmoderate growth as erratic monsoon in several parts and flooding in some states impactedperformance. Industrial growth accelerated sharply during the second quarter of FY 2018and jumped to 6.9% from 1.5% in the previous quarter on account of a sharp increase inmanufacturing and electricity gas water supply and utility services. Services sectorgrew at 6.6% in the second quarter as compared to 7.8% in the previous quarter.
The Operating Income of the Company is derived from a mix of dividend and securitiestrading. The inventory or investments as on 31st March 2018 comprised of mostly Quotedscripts and few unquoted scripts and mutual funds.
The Company's total income for the year is Rs. 11021.05 Lakhs in comparison to Rs.2635.94 lakhs in the previous year. The Profit before Tax for the Year is Rs. 425.15Lakhs in comparison to profit of Rs. 143.23 lakhs during the previous year. Your Directorsare confident of improving the performance in the present period.
During the year under review the Company has increased its Authorized Share Capitalfrom Rs. 70000000/- (Rupees Seven Crore only) comprising 14000000 Equity Shares ofRs.5/- each to Rs. 190000000/- (Rupees Nineteen Crore only) comprising 14000000Equity shares of Rs.5/- each and 12000000 Preference shares of Rs.10/- each.
During the year under review the Company issued and allotted 12000000 15%Non-convertible Redeemable Preference Shares of Rs.10/- each at a premium of Rs.30/- perpreference shares on preferential basis. Consequently the paid up share capital of theCompany increased to Rs. 183076500/- as at 31st March 2018 as detailed below:
|1) 12615300 Equity Shares of Rs. 5/- each ||= Rs. 63076500/- |
|2) 12000000 15% Non Convertible Redeemable Preference Shares of Rs.10/- each ||= Rs.120000000/- |
|Total ||Rs.183076500/- |
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act 2013 Mr.SushilPatwari (DIN 00023980) is liable to retire by rotation and being eligible has offeredhimself for re-appointment. The company has received declaration from him specifying hiseligibility to be re-appointed as such.
Further the term of appointment of Mr. Bibhuti CharanTalukdar (DIN 00024015) and Mr.Mohan Kishen Ogra (DIN 01081215) will end on 31/03/2019.The Nomination and RemunerationCommittee at its meeting held on 25/05/2018 has recommended their respective appointmentfor a further period of 5 years with effect from 01/04/2019 to 31/03/2014 subject toapproval of the members of the Company at the ensuing Annual General Meeting. TheDirectors have expressed their willingness to be re-appointed as Independent Directors.
The brief resume of the Directors seeking appointment/re-appointment in the ensuingAnnual General Meeting in pursuance of relevant provisions of the Companies Act 2013 andRegulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 have been given in the notice convening the aforesaid Annual General Meeting.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND PAYMENT OF REMUNERATION
The Company's Policy on Directors appointment and remuneration including criteria fordetermining qualifications positive attributes attributes of independence of Directorsand other related matters provided under Section 178(3) of the Companies Act 2013 arecovered in Clause 3 of the Corporate Governance Report which forms part of this report.Further information about element of remuneration of Individual Director is provided inthe extract of the Annual Return as provided under Section 92(3) of the Companies Act2013 and is enclosed as Annexure "E" in the prescribed Form MGT9 and formspart of this report. It is also available on the website of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors fulfill the criteria of independence specified in Section 149(6) of the Companies Act 2013 and Rules made there-under and also meet requirement ofRegulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The Independent Directors of the Company have filed their respectivedeclaration with the Company at the beginning of the Financial Year 2018-19 affirmingthat they continue to meet the criteria of Independence as provided in Section 149(7) ofthe Companies Act 2013 in respect of their position as "Independent Director of theCompany".
MANAGEMENT DISCUSSION AND ANALYSIS
As per Regulation 34(2)(e) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis is annexed heretoand marked as Annexure "A".
As per Regulation 34(3) read with Schedule V to the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate report on Corporate Governance isannexed as a part of this Annual Report and marked as Annexure "B". RequisiteCertificate from the Auditors of the Company namely M/s. P.K. Pachisia& CO.(FRN318129E) Chartered Accountants regarding compliance of Corporate Governance asstipulated under Regulation 34(3)(E) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed to the report of Corporate Governance.
MEETINGS OF THE BOARD OF DIRECTORS
Five Board meetings were held during the year 2017-18. The Company has held at leastone Board meeting in every quarter and the maximum time gap between any two meetings wasnot more than one hundred and twenty days thereby complying with applicable statutoryrequirements. Further the detail of the meeting of the Board of Directors held during theyear is stated in Corporate Governance report which forms part of this Report.
Evaluation of performance of all Directors is undertaken annually. The Company hasimplemented a system of evaluating performance of the Board of Directors and of itsCommittees and individual Directors on the basis of a structured questionnaire whichcomprises evaluation criteria taking into consideration various performance relatedaspects.
The Board of Directors has expressed its satisfaction with the evaluation process.
One separate meeting of Independent Directors was held during the year 2017-18 whichreviewed the performance of the Non - Independent Directors and the Chairman of the Board.It also reviewed the performance of the Board as a whole and to assess the qualityquantity and timeliness of flow of information between the company management and theBoard and its members that is necessary for the board to effectively and reasonablyperform their duties
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134 (3)(c) of the Companies Act 2013 and basedon the representations received from the management your Directors state that:
(a) In the preparation of the annual Financial Statements for the year ended March312018 the applicable Accounting Standards have been followed with no materialdepartures;
(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 as at March 31 2018 and of the loss ofthe Company for the year ended on that date;
(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) the Directors have prepared the annual Financial Statements on a going concernbasis;
(e) the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and operating effectively;and
(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
MATERIAL CHANGES AFFECTING THE COMPANY
There were no material change and commitment made affecting the financial position ofthe Company between 1st April 2018 and 26th May2018 which is the date of the report.
There were no significant and material orders passed by any regulators or courts ortribunal impacting the going concern status and company's operations in future.
Your Company is a non deposit taking Company (NBFC-ND-SI). The Company has not acceptedany deposit within the meaning of
Section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit)Rules 2014 and accordingly no amount was outstanding as on the date of Balance Sheet. TheCompany has passed a Board Resolution for non-acceptance of deposits from public.
Reserve Bank of India (RBI) granted the Certificate of Registration to the Company inSeptember 2008 vide Registration No.- N 05.06774 to commence the business of aNon-Banking Financial Institution without accepting deposits. Your Company is aSystemically Important Non-Banking Financial Company (NBFC-ND-SI). The Company hascomplied with and continues to comply with all the applicable regulations and directionsof the RBI.
VIGIL MECHANISM/WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES
The Company has established a Vigil Mechanism which includes a Whistle Blower Policyfor its Directors and Employees to provide a framework to facilitate responsible andsecure reporting of concerns of unethical behavior actual or suspected fraud or violationof the Company's Code of Conduct & Ethics. The details of establishment of VigilMechanism/Whistle Blower Policy are posted on the website of the Company.
DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The company has in place an internal complaints committee which has been set up toredress complaints regarding SexualHarassment of women at workplace. The following is thesummary of sexual harassment complaints received and disposed off during the year:
i) No. of Complaints received during the year: Nil
ii) No. of complaints disposed off during the year: Nil
All employees (Permanent Contractual Temporary Trainees) are covered under this Act.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
Your Company being an Non-Banking Finance Company whose main objective is investmentin securities and the provisions of section 186(11)(b) of the Companies Act 2013 are notapplicable. It may kindly be noted that the Members of the Company has passed specialresolution in the Annual General Meeting dated 10th September 2014 for making loans andinvestments for an amount not exceeding Rs. 500 Crores only. The investments of theCompany are well within the sanctioned limits till date.
At the 23rd Annual General Meeting held on 18th September 2017 M/s. P.K.Pachisia& CO.(FRN 318129E) Chartered Accountants Kolkata were appointed as theStatutory Auditors for a period of 5 years from the conclusion of 23rd Annual GeneralMeeting till the conclusion of 28th Annual General Meeting to be held in the year 2022.
Your Directors have to state that as per the recent notification dated 7th May 2018issued by the Ministry of Corporate affairs Government of India now the matter relatingto ratification of appointment of Statutory Auditors is not required. The abovenotification has come into effect from 7th May 2018.
The Auditors' Report does not contain any qualification reservation or adverse remarkon the Financial Statements for the year ended March 31 2018. The statements made by theAuditors in their Report are self- explanatory and do not call for any further comments.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethere-under the Company had appointed M/ s M.K. Sharma & Associates CompanySecretary in practice to undertake the Secretarial Audit of the Company for the financialyear 2017-18. The same is attached as Annexure "D" and forms an integral part ofthis report. The Secretarial Audit Report does not contain any qualification reservationor adverse remarks.
ANNUAL RETURN EXTRACT
Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 the details forming part of Extract of theAnnual Return in Form No MGT - 9 is annexed hereto as Annexure "E"
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO
The provisions of Section 134(3)(m) of the Companies Act 2013 and the rules made thereunder relating to conservation of energy technology absorption do not apply to yourCompany as it is not a manufacturing company. However your Company has been increasinglyusing information technology in its operations and promotes conservation of resources.
During the year under review there has been no foreign exchange earnings orexpenditure in the Company.
PARTICULARS OF EMPLOYEES
None of the employees are drawing remuneration exceeding Rs. 8.50 Lakhs per month orRs.102.00 Lakhs per year. Hence details required to be furnished in accordance withSection 134 of the Companies Act 2013 read with Companies (Accounts) Rules 2014 are notapplicable.
The information required pursuant to section 197(12) read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respectof the Employees of the Company in detailed is separately attached as Annexure"C" to this report.
The Company has followed the applicable provisions of Secretarial Standard 1 andSecretarial Standard 2 of the Institute of Company Secretaries of India.
The Company has an approved Risk Management policy by the Board. Risk Evaluation andManagement is ongoing process within the organization and is periodically reviewed by theBoard of Directors.
RELATED PARTY TRANSACTIONS
The Company has formulated a Policy on dealing with Related Party Transactions. ThePolicy is disclosed on the website of the Company.
All transactions entered into with Related Parties as defined under the Companies Act2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 during the year were in the ordinary course of business and on anarms-length basis. There were no material significant related party transactions made bythe Company with promoters directors key managerial personnel or other designatedpersons which may have a potential conflict with the interest of the Company at large andthus Form AOC-2 is not applicable to the Company.
Audit Committee reviews and approves all the related party transactions and basedthereon final approval of the Board is obtained.
Your Directors acknowledge various agencies of the Central and State Government(s) fortheir support and Co-operation. Your Directors are also thankful to all stakeholdersincluding customers bankers and suppliers for their continued assistance cooperation andsupport. Your Directors wish to place on record their sincere appreciation of allemployees for their commitment and contribution to the Company.
| ||For and on behalf of the Board of Directors |
|Place : Kolkata ||Sushil Patwari |
|Dated : 26.05.2018 ||Chairman - 00023980 |