TO THE MEMBERS
Your Directors have pleasure in presenting the 25th Annual Report on the affairs ofyour Company together with the Audited Statements of Account for the Year ended March31st 2019.
| ||2018-2019 ||2017-2018 |
| ||(Rs. In lacs) ||(Rs. In lacs) |
|Revenue from Operations ||14756.92 ||9917.53 |
|Other Income ||1808.10 ||1103.52 |
|Total Income ||16565.02 ||11021.05 |
|PBIDT ||(963.27) ||2220.68 |
|Interest ||2437.44 ||1793.23 |
|Depreciation ||2.38 ||2.30 |
|PROFIT BEFORE TAXATION ||(3403.09) ||425.15 |
|Mat Credit Entitlement ||0.00 ||(1.10) |
|Deferred Tax ||(637.54) ||(2137.31) |
|Contingent Provisions against Standard Assets ||(2.58) ||(2.25) |
|PROFIT/(LOSS) AFTER TAXATION ||(4043.21) ||(1715.51) |
|Profit Brought Forward from Previous Year ||(308.56) ||1583.76 |
|PROFIT AVAILABLE FOR APPROPRIATIONS ||(4351.77) ||(131.75) |
|Transfer to Statutory Reserve ||0.00 ||84.58 |
|Accrued Dividend on Preference Shares ||92.22 ||92.21 |
|Balance carried to Balance Sheet ||(4259.55) ||(308.54) |
In view of loss after tax no dividend is recommended for the year ended 31st March2019.
At the beginning of FY 2019 there was an expectation of higher growth as the economyseemed to have overcome the teething troubles of the Goods and Service Tax (GST). Howevera rise in the current account deficit (CAD) concerns relating to rising non-performingassets (NPAs) decline in liquidity tighter bank credit to industry and relativelylacklustre sectoral performance contributed to uncertainties around whether India wouldactually post higher GDP growth.
The economy is projected to grow at the rate of 7.5% during 2019 expanding further to7.7% during 2020 as per the International Monetary Fund (IMF) World Economic OutlookJanuary update. The growth rates for the economy are pegged much higher than the globalgrowth rates for the same years at 3.5% and 3.6% for 2019 and 2020 respectively thusplacing the economy on a solid footing even amidst growing global uncertainties.
The Operating Income of the Company is derived from a mix of dividend and securitiestrading. The inventory or investments as on 31st March 2019 comprised of mostly Quotedscripts and few unquoted scripts and mutual funds.
The Company's total income for the year is Rs.16565.02 lakhs in comparison to Rs.11021.05 Lakhs in the previous year. The Loss before Tax for the Year is Rs.(3403.09) incomparison to profit of Rs. 425.15 Lakhs during the previous year. Your Directors areconfident of improving the performance in the present period.
During the year under review the Company there was no change in authorized and paid upcapital of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act 2013 Mr. SunilIshwarlal Patwari (DIN 00024007) is liable to retire by rotation and being eligible hasoffered himself for re-appointment. The Company has received declaration from himspecifying his eligibility to be re-appointed as such.
The brief resume of the Directors seeking re-appointment in the ensuing Annual GeneralMeeting in pursuance of relevant provisions of the Companies Act 2013 and Regulation36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 havebeen given in the notice convening the aforesaid Annual General Meeting.
Further during the period under review Mr. Vivek Jaiswal has resigned from the postof Company Secretary and Compliance Officer of the Company w.e.f. 27.05.2019 and in hisplace Company has appointed Ms. Shruti Murarka as a Company Secretary and ComplianceOfficer of the Company w.e.f. 27.05.2019.
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 "F" in the prescribed Form MGT-9 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 2019-20 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".
The Board took on record the declaration and confirmation submitted by the independentdirectors regarding their meeting the prescribed criteria of independence afterundertaking due assessment of the veracity of the same as required under Regulation 25 ofSEBI Listing Regulations 2015.
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 Practising Company Secretaries M/s. Vivek Mishra & Co. (CP No.17218) regarding compliance of Corporate Governance as stipulated under Regulation34(3)(E) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015is annexed to the report of Corporate Governance.
All Board Members and Senior Management Personnel have affirmed compliance with theCode of Conduct for the year 2018-19. A declaration to this effect signed by the ManagingDirector & CEO of the Company is contained in this Annual Report.
The Managing Director & CEO and CFO have certified to the Board with regard to thefinancial statements and other matters as required under regulation 17(8) of SEBI ListingRegulations 2015.
MEETINGS OF THE BOARD OF DIRECTORS
Four Board meetings were held during the year 2018-19. 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 2018-19 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 March 312019 the applicable Accounting Standards have been followed with no 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 as at March 31 2019 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 April2019 and 27th May2019 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 notaccepted any deposit within the meaning of Section 73 of the Companies Act 2013 read withthe Companies (Acceptance of Deposit) Rules 2014 and accordingly no amount wasoutstanding as on the date of Balance Sheet. The Company has passed a Board Resolution fornon-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 a Non-BankingFinancial Institution without accepting deposits. Your Company is a Systemically ImportantNon-Banking Financial Company (NBFC-ND-SI). The Company has complied with and continues tocomply with all the applicable regulations and directions of the RBI.
VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES
Pursuant to Section 177(9) of Companies Act 2013 and regulation 22 of SEBI ListingRegulations 2015 the Company has framed its Whistle Blower Policy. Further in terms ofSEBI (Prohibition of Insider Trading) Regulations 2015 as amended the Board at itsmeeting held on 14th February 2019 amended the existing policy.
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 Sexual Harassment 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 a Non-Banking Finance Company whose main objective is investment insecurities 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.
The Auditors' Report does not contain any qualification reservation or adverse remarkon the Financial Statements for the year ended March 31 2019. 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 has appointed M/s Rupa Gupta Company Secretary in practice (Mem.No.29332) to undertake the Secretarial Audit of the Company. The same is attached asAnnexure "D" and forms an integral part of this report.
Pursuant to amendments under SEBI Listing Regulations 2015 and SEBI circular dated 8February 2019 a certificate on secretarial compliance report as required under regulation24A is being submitted to stock exchanges as obtained from her for the year 2018-19.
The said Reports does not contain any qualification reservation or adverse remarks ordisclaimer by the Secretarial Auditor.
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 "F"
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 earning or expenditurein 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.
Pursuant to the approval given in 10 April 2015 by the Central Government to theSecretarial Standards specified by the Institute of Company Secretaries of India (ICSI)the Secretarial Standards on Meetings of the Board of Directors (SS-1) and GeneralMeetings (SS-2) came into effect from 1 July 2015. The said standards were amended witheffect from 1 October 2017 the Company is in compliance with the same.
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 revised policy on materiality of RPTs and also on dealing with RPTs has beenformulated by the Board at its meeting and amended on 14th February 2019. The said Policywas further amended inter alia stipulating the threshold limits on 14th February 2019and the same is placed on the Company's website.
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 and disclosures are being submitted to stock exchanges within theprescribed time limit and are being published on the Company's website. There were nomaterial significant related party transactions made by the Company with promotersdirectors key managerial personnel or other designated persons which may have a potentialconflict with the interest of the Company at large and thus Form AOC-2 is not applicableto 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 : 27.05.2019 ||Chairman - 00023980 |