Your directors have pleasure in presenting this 25th Annual Report togetherwith the Audited Financial Statements of your Company for the year ended March 31 2019.
|FINANCIAL HIGHLIGHTS || ||(Figures in Lacs-Rs.) |
|Particulars ||Year ended 31st March 2019 ||Year ended 31st March 2018 |
|Gross Income ||6760.04 ||5752.17 |
|Gross Profit before Depreciation & Tax ||43.02 ||41.44 |
|Depreciation ||12.17 ||11.40 |
|Net Profit before Tax ||30.85 ||30.04 |
|Tax Expense ||8.00 ||7.08 |
|Net Profit after Tax ||22.85 ||22.96 |
|Add: Balance b / f from Previous year ||67.41 ||44.44 |
|Less: transfer to General Reserves ||Nil ||Nil |
|Amount carried to Balance Sheet ||90.26 ||67.41 |
1. The Company recorded revenue of 6760 Lacs for the year ended 31stMarch2019 as against Rs. 5752 Lacs in the previous year ended 31st March 2018
2. The profit before tax at Rs. 30.85 Lacs for the year ended 31stMarch2019 as against Rs. 30.04 Lacs in the previous year ended 31st March2018
3. Net profit after tax at Rs.22.85 Lacs for the year ended 31st March 2019as against Rs. 22.96 Lacs in the previous year ended 31st March 2018
KEY FACTORS WHICH AFFECT THE PERFORMANCE OF THE COMPANY
In view of the recessionary trends prevailing in the Economy and on-going trade warbetween US & China the stock markets are adversely affected across the globe and moreparticularly in India. The economy is in consolidation phase and several measures aretaken by the Government in reviving the economy.
OUTLOOK OF THE INDUSTRY & FUTURE PROSPECTS
With the whole-hearted efforts and the number of constructive steps being taken by theGovernment and its resolve to make Indian economy a US$ 5 trillion economy by 2025 Yourdirectors are of the opinion that the Industry shall start growing rapidly in the years tocome. In view of all the progressive policies of the present government and expansionplans across all the sectors more particularly in the Infrastructure Health andConsumables with major emphasis on Rural population the financial markets seems to havea progressive future. The Government at present has announced Disinvestment in publicsector undertakings for the substantial amounts. There are many IPO's already opened andmany more are in the pipeline Your company being in the business of dealing in theFinancial Market the aforesaid moves had a direct impact on the performance andprofitability of your company during the current year.
TRANSFER TO RESERVES
Nil amount is transferred to General Reserve.
Your Board has deferred for the time being the decision to recommend any Dividend forthe Financial Year 2018-19.
CAPITAL EXPENDITURE AND FUNDING
(a) The Capital Expenditure incurred and funded for the year is Rs. 17.45 Lacs.
(b) During the year under review your company has not sold/deleted / adjusted anyassets.
Equity shares of the Company are being traded on BSE Ltd . The Authorized Capital ofthe Company is Rs. 32500000 (Rupees three crores twenty five lakhs) consisting of3250000 (thirty two lakhs fifty thousand) equity shares of Rs. 10 each. The issuedsubscribed and paid up share capital as on 31st March 2019 was Rs.30501000/- (Rupees three crores five lakhs one thousand) consisting of 3050100(thirty lakhs fifty thousand one hundred) equity shares of Rs. 10 each The company hasneither issued shares with differential voting rights nor sweat equity shares during theyear under consideration.
SUBSIDIARIES JOINT VENTURE AND ASSOCIATES COMPANY
There is no subsidiary Joint Venture and Associates company.
FRAUD REPORTED BY THE AUDITORS DURING THE YEAR:
No comments are needed as there were no such instances during the year.
RISKS AREAS OF CONCERN
The Company has laid down a well defied Risk Management Policy covering the riskmapping trend analysis risk exposures potential impact and risk mitigating process. Adetailed exercise is being carried out from time to time to identify evaluate manage andmonitoring of both business and non-business risk. The Board periodically reviews therisks and suggests steps to be taken to control and mitigate the same through a properlydefined framework
Your Company has neither invited nor accepted deposits from the public falling withinthe ambit of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.
The compliance to the requirement of Regulation 17(8) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Chief Finance Officer of the Company hassubmitted to the board a certificate relating to the compliance of matter as envisaged inthe said clause. (Annexure-F)
CORPORATE GOVERNANCE REPORT
As per SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 aseparate section on Corporate Governance Report as on 31st March 2019 togetherwith a certificate issued by Statutory Auditors with respect to compliance of theprovisions of Corporate Governance as on that date forms an integral part of this Report.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review following changes took place in the Board of Directorsand Key Managerial Personnel:
(a) Appointment of Independent Director
Mr. Prakash Chandra Panjikar (DIN: 08207000) was appointed as a Non-ExecutiveIndependent Director of the Company for a for a first term of five consecutive years w.e.f28.09.2019. His appointment was duly approved by the members of the Company at AnnualGeneral Meeting (AGM) of the Company held on September 28 2018.
(b) Company Secretary & Compliance Officer of the Company
Mr. Roshan Kumar Patwa has resigned from the Post of Company Secretary and ComplianceOfficer of the Company with effect from the closure of Business hours of 31stDecember 2018. Ms. Meenakshi Mittal a qualified Company Secretary being eligible isappointed as Company Secretary and Compliance Officer of the company with effect from 01stMarch 2019.
(c) Retirement by rotation:
Pursuant to Section 149 152 and other applicable provisions of the Companies Act2013 one-third of such of the Directors as are liable to retire by rotation shall retireevery year and if eligible offer themselves for re-appointment at every AGM.Consequently Ms. Divya Goyal (DIN:01995354) Directors will retire by rotation at theensuing AGM and being eligible offers herself for re-appointment in accordance withprovisions of the Companies Act 2013.
As per Section 149 of the Companies Act 2013 the Company had appointed Mr. Ravi Berry(DIN: 00468594) and Ms. Rekha Chauhan (DIN: 02783776) as Non-Executive IndependentDirectors of the Company w.e.f. Sept. 30 2014 for a term (first term) of 5 consecutiveyears. All these Directors are eligible for re-appointment as Independent Directors.Considering the good performance evaluation report of these Directors the Board ofDirectors of the Company on the recommendation of Nomination & RemunerationCommittee in their meeting held on August 30 2019 have re-appointed them for a secondterm of 5 (five) consecutive years subject to approval of shareholders in the ensuingAGM.
The Board of Directors of the Company on recommendation of the Nomination andRemuneration Committee has approved the appointment/ reappointment of Ms. Kiran Goyal(DIN: 00503357) as a Managing Director of the Company for a period of 5 (five) years witheffect from 30th September 2019 subject to the approval of shareholders ofthe Company at the ensuing Annual General Meeting of the Company.
A brief resume of the Directors being appointed/ re-appointed experience of theDirectors names of companies in which they hold Directorships committee memberships/chairmanships their shareholding in the Company etc. have been furnished in theexplanatory statement to the notice of the ensuing AGM.
Extent to relationship of Directors inter-se in terms of Section 2(77) of the CompaniesAct 2013 forms part of the explanatory statement attached to the Notice of the AnnualGeneral Meeting.
(d) Declaration by Independent Directors
The Company has received and taken on record the declarations received from all theIndependent Director of the Company confirming that they meet the criteria of independenceas prescribed both under the Section 149(6) of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
Based on the declarations received from the Independent Directors the Board is of theopinion that the Independent Directors fulfill the criteria of Independence as specifiedin the Listing Regulations and the Act and are Independent of the Management.
(e) Evaluation of Board Performance
Pursuant to the provisions of the Companies Act 2013 and applicable provisions of SEBI(Listing Obligations and Disclosure requirements) Regulations 2015 the Board of Directorshave devised a policy which lays down the criteria for performance evaluation of theChairman Board and Individual Directors (including Independent Directors) Committees.The performance of the Directors was evaluated by the Board on the basis of the criteriasuch as Director's participation contribution and their guidance.
The performances of the committees are evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeesand effectiveness of the committee meetings etc. The performance of the individualcommittee member was reviewed on the basis of the contribution of the individual directorto the Board and committee meetings like preparedness on the issues to be discussedmeaningful and constructive contribution and inputs in meetings etc.
(f) Key Managerial Personnel
In terms of provisions of Section 203 of the Companies Act 2013 the following personswere whole-time Key Managerial Personnel (KMP') of the Company as on 31stMarch 2019:
a. Mrs. Kiran Goyal -Managing Director
b. Ms. Divya Goyal - Director
c. Mr. Ashwani Goyal - Director
d. Mr. Pradeep Kumar - Chief Financial Officer
e. Ms. Meenakshi Mittal-Company Secretary
MANAGERIAL REMUNERATION AND OTHER DETAILS
Disclosure pertaining to remuneration and other details as required under Section 197of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in this Report asAnnexure - B which forms a part of this report.
Further in terms of Section 136 of the Act the Report and accounts are being sent tothe members excluding the aforesaid annexure. The said annexure is available forinspection at the registered office of the Company during the working hours and any memberinterested in obtaining a copy of the same may write to the Company Secretary and the samewill be furnished on request.
RECOMMENDATION OF AUDIT COMMITTEE
During the year under review there is no instance of non-acceptance of anyrecommendation of the Audit Committee of the Company by the Board of Directors.
MEETINGS OF THE BOARD
The Board met eight times during the year under preview the details of which are givenin the Corporate Governance Report the intervening gap between any two meetings waswithin the period prescribed by the Companies Act 2013 and SEBI (LODr) Regulation 2015.The Composition of the Board and its four committees and the number of meeting held duringthe period are given in Corporate Governance Report that forms part of this Annual Report.Formal evaluation of all the directors the board as a whole and the committees wasconducted and was found satisfactory. -
COMPOSITION OF BOARD
The Board of Directors comprises of 6(Six) Directors out of which 3(Three) are Non-Executive Independent Directors (which include one woman director) and 3 (Three)Executive- Non Independent Director comprises of 1(One) woman Director. The constitutionof the Board of the Company is in accordance with Section 149 of the Companies Act 2013and relevant provisions of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. During the year under review there are no changes in the compositionin the same.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) read with 134(5) of the Companies Act 2013 the Boardto the best of their knowledge and ability confirm that:
(a) In the preparation of the Annual Financial Statements for the year ended 31stMarch 2019 the applicable Accounting Standards have been followed along with properexplanation relating to material departures if any;
(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 31st march 2019 and ofthe profit of the Company for that period.
(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 accounts on a going concern basis;
(e) The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively; 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.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 is appendedas Annexure - A to the Board's Report and also available on the website of the Company atwww.namsecurities.in. Further a copy of Annual Report for the year ended 31stMarch 2019 will be hosted on website of the Company at www.namsecurites.in
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report on the business outlook and performancereview for the year ended March 31 2019 as stipulated in Regulation 34 read withSchedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 isavailable as a separate section which forms part of the Annual Report.
STATUTORY AUDITORS AND AUDITORS REPORT
As per the provisions of section 139 of the act read with the Companies (Audit andAuditors) Rules2014 the members of the Company in their 21st Annual GeneralMeeting held on 14h July 2015 appointed Raj K Sri & Co Chartered Accountants (FirmRegistration No. 014141N) as the Statutory Auditors of the Company for a term ofconsecutive 5 years i.e. to hold office from the conclusion of 21st AnnualMeeting AGM till the conclusion of 26th AGM of the company to be held in thefinancial year ending 2019-2020 subject to the ratification by members of the companyevery year.
However the aforesaid Section 139 is amended by the Companies (Amendment) Act 2017w.e.f. 7th May 2018 and as per amended section the appointment of auditors is no morerequired to be ratified every year in the Annual General Meeting. Accordingly theratification of appointment of Raj K Sri & Co Chartered Accountants (FirmRegistration No. 014141N) as statutory auditors of the Company is no more required andthey will hold office up to the conclusion of 26th Annual General Meeting ofthe Company to be held in the financial year ending on 2019-2020.
M/s Raj K Sri & Co Chartered Accountants has furnished written confirmation tothe effect that they are not disqualified from acting as the statutory Auditors of theCompany in terms of the provisions of section 139 and 141 of the Companies Act 2013 andRules framed there under.
The Auditors' Report on financial statements for the year ended 31st March2019 forms part of this Annual Report. The Auditors' Report doesn't contain anyqualifications reservations adverse remarks disclaimer or emphasis of matter. Notes tothe Financial Statements are self-explanatory and do not call for any further comments.
Pursuant to the provision of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board has appointedM/s Sarita Yadav & Associates Company Secretaries as the Secretarial Auditor toconduct the Secretarial Audit of the Company for the financial year 2018-19.
The Secretarial audit of the company has been conducted in respect of the matters asset out in the said rules and have been provided in the Secretarial Audit Report for thefinancial year 2018-19 which is given in Form No. MR -3 and is provided as an Annexure -D to this report. There are no qualifications reservations of adverse remarks made by M/sSarita Yadav & Associates Company Secretaries Secretarial Auditor of the Company intheir report.
The company does not require cost auditor.
RELATED PARTIES TRANSACTIONS
All related Party Transactions entered during the year are in the ordinary course ofbusiness and on arm's length basis. No material Related Party Transactions are enteredduring the year by your Company during the FY 2018-19 under section 188 of the Act andRegulations 23 of Listing Regulations. Hence the pursuant to the provisions of theSection 134 of the Act the relevant disclosure of Related Party Transactions to beprovided under section 134 (3)(h) of the Companies Act 2013 in form AOC-2 Is annexed asAnnexure - E.
All related party transactions are placed before the Audit Committee for its approvaland noting on quarterly basis. Prior approval of the Audit Committee is obtained for thetransactions which are foreseen and of a repetitive nature. The transactions entered intowith related parties are certified by the Management and the Independent CharteredAccountants stating that the same are in the ordinary course of business and at arm'slength basis.
The details of related party transaction that are entered during the FY2018-19 aregiven in the notes to the Financial Statement as per AS-18 which forms part of this AnnualReport.
DISCLOSURES OF COMMITTEES AND ITS POLICIES
RISK MANAGEMENT POLICY
Pursuant to the requirement of Regulation 17(9) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has formed a Risk ManagementPolicy. This Policy seeks to create transparency minimize adverse impact on the businessobjectives and enhance the Company's competitive advantage. The policy defines the riskManagement approach across the enterprises at various levels including documentation andreporting. The Risk Management Policy as approved by the Board is uploaded on the Companywebsite.(www.namsecurities.in)
The Company has over the years gone beyond the requirements of law in improving theenvironment in the ecosystem that it operates in and it has formalized and adopted aCorporate Environment Policy.
NOMINATION AND REMUNERATION COMMITTEE POLICY
The Nomination and Remuneration Committee of the Company has framed a policy forDirectors KMP and other Senior Management Personnel their appointment and remunerationspecifying criteria for determining qualifications positive attributes independence of aDirector and other matters provided under the section 178 of the Companies Act 2013 andrules framed there under and SEBI LODR Regulation 2015. The Criteria as aforesaid isgiven in the Corporate Governance Report. The Remuneration Policy of theCompany is annexed as Annexure C. The said policy is uploaded on the website of theCompany (http://www.namsecuritites.in)
AUDIT COMMITTEE AND ITS COMPOSITIONS
The Audit Committee comprises of Two Independent Director namely Mr. Ravi Berry(Chairman) and Mrs. Rekha Chauhan and one Non-Executive Independent Director Namely Mrs.Kiran Goyal. All the recommendations made by the Audit Committee are accepted by theBoard.
STAKEHOLDERS AND INVESTORS GRIEVANCE COMMITTEE
The Stakeholders & Investors Grievance Committee comprises of Two Independentdirectors namely Ravi Berry (Chairman) Rekha Chauhan and Ms. Kiran Goyal as other member.All the recommendations made by the said committee are accepted by the board.
VIGIL MECHANISM CUM WHISTLE BLOWER POLICY
Pursuant to the provision of Section 177(10) of the Companies Act 2013 and Regulation22 of the SEBI (LODR) Regulation 2015 the Board of Directors of the Company hasestablished Vigil Mechanism / Whistle Blower Policy. The details of the Vigil Mechanismcum Whistle Blower Policy are provided in the Corporate Governance Report. The VigilMechanism and Whistle Blower Policy can be accessed on the website of the Company(www.namsecuritites.in)
PARTICULARS OF LOANS GUARANTEES OR INVESTMENT
During the year under review pursuant to Section 186 of the Companies Act 2013 noloan were given to any person nor any Guarantees or securities were provided.
LISTING AND DEMATERIALISATION OF SHARES
As your Company's shares are listed on BSE Ltd. and is enjoying active status. ListingFees for and up to the year 2019-20 has been paid to the stock exchanges. The ISIN of thecompany is INE792G01011 and Trading Code on BSE is 538395 with the symbolNAM.
Your company adheres strictly to all the statutory and other legal compliances. Onoccurrence of any event which has a bearing on the share price or otherwise your companyintimates the stock exchanges within stipulated period. Your company has in placeregulations for preventing and regulating insider trading and has adhered to a code ofconduct and business ethics by which the shareholder is treated at par with an employee onavailability of information about the company. Your company has been prompt and regular inits replies to your queries. Your company also replies within the stipulated time to alllegal and statutory authorities. The total number of shares dematerialized as on 31stMarch 2019 are 2774550 shares which represent 90.97 % of the shares of the company.
PARTICULARS OF EMPLOYEES
Disclosure pertaining to remuneration and other details as required under Section 197of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in this Report asAnnexure B and forms a part of this report.
CORPORATE SOCIAL RESPONSIBILITY
According to the provisions of section 135 of the Companies Act 2013 read withCompanies (Corporate Social Responsibility) Rules 2014 the Company does not need toconstitute a Corporate Social Responsibility Committee. Your Directors have immensepleasure in sharing that the Company has always been earnest for contributing towards thebetterment of society. The company strives to achieve a fine balance between socialenvironment and economic benefits to the communities in which it operates.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY OCCURREDBETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT
There was no significant material changes and commitment affecting financial positionof the company occurred between the end of financial year and date of report.
(i) SHIFTING OF REGISTERED OFFICE OF THE COMPANY FROM ONE STATE TO ANOTHER STATE
The Members of the Company at its Annual General Meeting held on September 28 2018approved the shifting of Registered Office of the Company from the State of Haryana to theNCT of Delhi. Pursuant to the order received from the Regional Director Northern RegionDelhi dated 23.04.2019 the Registered Office of the Company is shifted from the state ofHaryana to the State of Delhi. Further the new registered & corporate office addressof the Company is 213 Arunachal Building 19 Barakhamba Road New Delhi- 110001.
(ii) ADOPTION OF IND-AS
Effective 1 April 2019 the company adopted IND-AS notified by MCA with transitiondate of 1 April 2018.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
There was no significant or material order passed by any regulator or court ortribunal which impacts the going concern status of the Company or will have bearing onCompany's operation in future.
INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY
The Company has in place an established proper and adequate internal control system toensure proper recording of financial & operational information compliance of variousinternal controls and other regulatory/statutory compliances. All Internal Audit findingsand control systems are periodically reviewed and verified by the Audit Committee of theBoard of Directors and the committee confirmed that the internal financial controls overthe financial reporting are adequate and such controls are operating effectively. TheInternal audit of the Company is handled by a qualified Chartered Accountant and his teamof subordinates.
REPORT ON CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS& OUTGO
The Company operates in Service Sector as a SEBI Registered Stock Broker and thereforeenergy consumption is only limited to electricity required for office functioning foradministration functions. However necessary initiatives have been taken by the Companyfrom time to time for optimum utilization of energy.
i. The Company has no manufacturing activity. The consumption of electricity continuesto be minimal and adequate measures are taken to conserve power and energy.
ii. The Company has not purchased or acquired any new technology.
iii. The Company has not undertaken any new Research & Development activities.
iv. There was no foreign exchange expenditure or earnings during the year under review.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013
The Company has constituted an internal complaint committee under Section 4 of theSexual Harassment of Woman at workplace (Prevention Prohibition and Redressal) Act 2013.During the year under review there was no complaint filed before the said Committee.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand your directors confirm compliance of the same during the year under review.
CODE OF CONDUCT
The Code of Conduct laid down by the Board is in operation in the Company. All BoardMember and senior management personnel have affirmed the compliance with the code. Thedeclaration to this effect is enclosed to the Corporate Governance Report.
PREVENTION OF INSIDER TRADING
Pursuant to the provision of the SEBI (Prohibition of Insider Trading) Regulations2015 and to prevent Insiders from procuring communicating providing or allowing accessto unpublished price sensitive information unless required for discharge duties theCompany has formulated and adopted within the prescribed time limits the code of Conduct(the code) for regulating monitoring and reporting of trading by insiders.The company has received an affirmation for compliances with Code from all the designatedpersons as defined in the code.
The Directors wish to acknowledge and thank the Central and State Governments and allregulatory bodies for their continued support and guidance. The Directors thank theshareholders customers business associates Financial Institutions and Banks for thefaith reposed in the Company and its management. The Directors place on record their deepappreciation of the dedication and commitment of your Company's employees at all levelsand look forward to their continued support in the future as well.
For and on Behalf of the Board of Directors
| ||Sd/- ||Sd/- |
| ||Ashwani Goyal ||Kiran Goyal |
|Date :30.08.2019 ||Director ||Managing Director |
|Place: Delhi ||DIN: 00502989 ||DIN:00503357 |