NCC Finance Limited
Your Directors take pleasure in presenting the 25th Annual Report along with theAudited Financial Statements of the Company for financial year ended March 31 2019. Thefinancial summary and highlights are stated as under:
|Financial Results || ||(Rs. in Lakhs) |
|Particulars ||2018-2019 ||2017-18 |
|Gross Income ||3.14 ||0.01 |
|Profit / (Loss)before interest depreciation and tax ||(5.03) ||(8.01) |
|Interest ||(0.01) ||(0.01) |
|Profit / (Loss) before depreciation & tax ||(5.02) ||(8.02) |
|Depreciation ||- ||- |
|Profit / (Loss) before Tax ||(5.02) ||(8.02) |
|Provision for Tax ||- ||- |
|Profit / (Loss) After Tax ||(5.02) ||(8.02) |
|Other Comprehensive Income /(Loss) ||0.04 ||- |
|Total Comprehensive for the period ||(4.98) ||(8.02) |
|Balance of loss b/f from previous year ||(601.32) ||(593.30) |
|Accumulated Loss ||(606.30) ||(601.32) |
In view of the loss suffered by the Company your Board has not recommendeddividend for the financial year 2018-2019.
The State of the Company's Affairs:
During the year your Company has earned a gross income of Rs.3.14 lakhs (previous yearRs.0.01 lakhs) which has resulted in net loss Rs.5.02 lakhs.
Amount Transferred to Reserve
During the year under review the Company was not required to transfer any amount tothe Reserves in view of the loss incurred by the Company during the financial year.
Management Discussion and Analysis
Business Overview and Outlook and the state of the affairs of the Company and theIndustry in which it operates is discussed in detail in the section relating toManagement Discussion & Analysis.
Change in Nature of Business
There is no change in the nature of business carried on by the Company during the yearunder review
Material changes and commitments affecting the financial position of the Company.
There are no Material Changes and Commitments affecting the financial posting of theCompany which occurred between the end of the financial year to which the financialstatements relate and the date of this Report.
Directors' Responsibility Statement
Pursuant to the provisions of Section 134(5) of the Companies Act 2013 your Directorsconfirm as under:
(a) in the preparation of the annual accounts for the financial year ended 31st March2019 the applicable accounting standards have been followed along with proper explanationrelating to material departures;
(b) we have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at the end of the financial year 31st March2019 and of the loss of the Company for that period;
(c) we have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) the annual accounts for the financial year ended 31st March2019 have been preparedon a going concern basis; and
(e) the Company had laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.
(f) we have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively
The Names of Companies which have become or cease to be its Subsidiaries JointVentures or Associates Companies during the year.
The Company does not have any subsidiary associate and joint-venture companies.
Deposits form Public
During the year the Company has not accepted any Deposit from the public.
Conservation of Energy Technology absorption and Foreign Exchange earnings and outgo
The Company did not have any activities either relating to Conservation of Energy orTechnology Absorption and therefore the disclosure relating to Conservation of Energy orTechnology Absorption are not applicable. The Company did not have any foreign exchangeearnings and foreign exchange outgo during the year under review.
Particulars of Loans Guarantees or Investments
Pursuant to the provisions of Section 186 of the Companies Act 2013 read withCompanies (Meetings of Board and its Powers) Rules 2014 the Company has not made anyloans guarantees investments during the financial year ended March 31 2019.
Particulars of Contract or arrangement with Related Parties
The Company has not entered into any related party transactions during the financialyear 2018-19.
Directors and KMPs
During the Financial Year 2018-19 Sri A G K Raju (DIN- 00019100) Non-executiveDirector resigned w.e.f. January 09 2019 from the Board due to pre-occupation. Your Boardplaces on record the valuable contribution of Sri A G K Raju during his tenure with theCompany.
Smt. Sri Raja Kalidindi Deepthi (DIN-01106956) retires by rotation at theconclusion of the ensuing Annual General Meeting and being eligible offers herself for re-appointment.
Sri Y D Murthy (DIN-00031837) and Sri M Peddiraju (DIN- 01516288) were appointedas Independent Directors at the Twentieth Annual General Meeting of the Company held on29th September 2014 for a period of Five years. Based on the recommendation of theNomination and Remuneration Committee their re-appointment for a second term of FiveYears is proposed at the ensuing AGM for the approval of the Members of the Company by wayof Special Resolution.
The Independent Directors have submitted the declaration of independencepursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub-section(6) of section 149 of the Companies Act 2013.
Sri Bh.Sudhir Verma Managing Director Sri B.P.K. Prasad CFO and Smt. PoojaBaheti Company Secretary are the Key Managerial Personnel of the Company in accordancewith the provisions of the Section 2(51) 203 of the Companies Act 2013.
During the year Sri Bh.Sudhir Verma was appointed as Additional Director witheffect from 09.01.2019 and subject to the approval of the Members of the Company asManaging Director with effect from 20.05.2019.
During the year Sri P. Satya Jayaprasad resigned as Chief Financial Officer ofthe Company with effect from 19.05.2019.
During the year Sri B P K Prasad appointed as Chief Financial Officer of theCompany with effect from 20.05.2019.
Board Meetings held during the year
During the Financial year the Board met on 4th May 2018 25th May 2018 14th August2018 14th November 2018 9th January 2019 and 13th February 2019.
The Company conducts Familiarization Programme for the Board Members and particularlyfor Independent Directors to enable them to be familiarized with the company itsmanagement and its operations to gain a clear understanding of their roles rights andresponsibilities for enabling their contribution to the Company. Details of thefamiliarization programmes are hosted on http://www.nccfinanceltd.com.
Meeting of Independent Directors
Pursuant to provisions of the Companies Act 2013 read with rules made there under andSecretarial Standard-I issued by the Institute of Company Secretaries of India and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a meeting of theIndependent Directors of the Company for the Financial Year 2018-19 was held on February13 2019.
Composition of Audit Committee
The Company has constituted the Audit Committee comprising of Sri Y D Murthy Chairmanof the Committee Sri M Peddi Raju and Sri Bh.Sudhir Verma Members of the Committee.
The Committee met four times during the Financial Year i.e. 25th May 2018 14thAugust 2018 14th November 2018 and 13th February 2019.
Nomination and Remuneration Committee
The Company has Nomination and Remuneration Committee comprising of three Directorsviz. Sri M Peddi Raju an Independent Director is Chairman of the Committee and SriY D Murthy Independent Director and Sri Bh.Sudhir Verma Managing Director are the othermembers of the Committee.
The Committee met two times during the Financial Year i.e. 25th May 2018 and 9thJanuary 2019.
Composition of Stakeholders Relationship Committee
The Company has constituted the Stakeholder Relationship Committee comprising of SriB.Sudhir Verma (Chairman of the Committee) and Sri M Peddi Raju as the member of theCommittee.
The Committee met four times during the Financial Year i.e. 25th May 2018 14thAugust 2018 14th November 2018 and 13th February 2019.
Whistle Blower Policy / Vigil Mechanism
Pursuant to Section 177 of the Companies Act 2013 read with Rules framed there underand Regulation 22 of Listing Regulations the Company has established a mechanism throughwhich all the stakeholders can report the suspected frauds to the appropriate authority.The Whistle Blower Policy which has been approved by the Board of Directors of the Companyhas been posted on the website of the Company (http://www.nccfinanceltd.com)
Extracts of Annual Return
The Extract of Annual Return of the Company in Form MGT-9 for the Financial Year endedMarch 31 2019 is enclosed - Annexure -1 and forms part of the Boards'Report.
Statement of particulars under Section 197 of the Companies Act 2013 and as per Rule 5of Companies (Appointment and Remuneration and of Managerial Personnel) Rule 2014.
Your Company has not paid any remuneration attracting the provisions of Rule 5(2) ofthe Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014. Henceno information is appended to this Report in this regard.
Pursuant to the Regulation 15 (2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has been exempted from furnishing CorporateGovernance Report.
Evaluation of performance of the Board Members of the Board and the Committees of theBoard of Directors
The Nomination and Remuneration Committee has laid down criteria for performanceevaluation of Directors Board level Committees and the Board as a whole and also theevaluation process for the same.
Pursuant to provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015 annual performance evaluation of theDirectors including Chairman Board and its Committees viz. the Audit CommitteeNomination and Remuneration Committee and Stakeholders Relationship Committee has beencarried out. The Nomination and Remuneration Committee reviews the said performanceEvaluation on annual basis. The Performance evaluation of Independent Directors wascarried out by the entire Board of Directors without participation of the directors whoare subject to the evaluation.
Compliance with Secretarial Standards
The Company has complied with applicable provisions of the Secretarial Standards issuedby the Institute of Company Secretaries of India and approved by the Central Governmentunder Section 118 (10) of the Companies Act 2013.
Reporting of Frauds by the Auditors
During the period under review there were no frauds reported to the Central Governmentunder Section 143(12) of the Companies Act 2013 by your Auditors.
Corporate Social Responsibility Policy
Provisions of Section 135 of the Companies Act 2013 are not applicable to the Company.As the Company has been continuously suffering losses the requirement of CSR Committee isnot applicable.
The Company has not paid any Remuneration to its Directors.
The company was not required to transfer any shares to Demat Suspense Account or IEPFaccount.
Details of Adequacy of Internal Financial Controls
The Company is equipped with adequate internal financial controls. The Company has acontinuous monitoring mechanism which enable the organization to maintain the standards ofthe control systems in taking corrective actions to timely basis.
Details of Significant and Material Orders passed by the Regulators or Court orTribunal impacting the going concern status and Company's operations in future.
There has been no order passed by the Regulators or Court or Tribunal.
M/s. K P Rao & Co. (Firm Registration No. 003135S) Chartered Accountants who wereappointed as Statutory Auditors of the Company for a term of Five years from theconclusion of the 23rd Annual General Meeting till conclusion of 28th Annual GeneralMeeting conducted the Statutory Audit for the FY 2018-19.
The Independent Auditors' Report in respect to the Financial Statements for theFinancial Year ended March 31 2019 forms part of this Annual Report and do not containany qualifications(s) or adverse observations.
As per the provisions of the Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board appointedM/s. BS & Company Company Secretaries LLP to conduct Secretarial Audit of the recordsand documents of the Company for the financial year 2018-2019.
The Secretarial Audit Report for the Financial Year ended March 31 2019 in Form NoMR-3 is annexed to the Boards' Report as Annexure - 2 and forms part of thisReport.
In regard to the qualifications made by the Secretarial Auditors in their report wefurther explain as follows:
As the Company is not having any regular operations and as the financial position isvery grim the Company is managing with minimum man power. However to meet therequirements of Companies Act 2013 the company has appointed Mr. Bh.Sudhir Verma asManaging Director and Mr.B.P.K.Prasad as Chief Financial Officer of the Company witheffect from 20.05.2019.
Particulars of Employees
At present there are no employees whose particulars are to be given under Rule 5(2)& 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 as amended from time to time.
The ratio of the remuneration of each Director to the median employee's remunerationand other details in terms of Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014Currently not applicable as no Director or KMP is drawing remuneration from the Companyexcept Ms. Pooja Baheti Company Secretary whose details are reported in MGT-9 annexed tothis report. Further there are no other employees on rolls of the company.
Your Directors wish to place on record their sincere appreciation and gratitude to theCompany's Bankers and Shareholders of the company and look forward for the same in greatermeasure.
| ||For and on behalf of the Board || |
|Place : Hyderabad ||BH. SUDHIR VERMA ||M. PEDDI RAJU |
|Date : 27-05-2019 ||MANAGING DIRECTOR ||DIRECTOR |
| ||(DIN NO.08325563) ||(DIN NO.01516288) |