Your Board of Directors has immense pleasure in presenting the 27thAnnual Report ofyour Company along with the Audited Financial Statements for the Financial Year ended on31st March 2019. Further in compliance with the Companies Act 2013 the Company has madeall requisite disclosures in this Board Report with the objective of accountability andtransparency in its operations to make you aware about its performance and futureperspective of the Company.
INFORMATION ON STATE OF THE COMPANY'S AFFAIRS
The Company had started its journey by acquiring the membership in National StockExchange as soon as it came into existence in the year 1994 and held Category-1 MerchantBanking license till 1998.
In the year 1994 the Company came out with a public issue which was a success. TheCompany is among the first broking houses of Northern India to go public. Our share ispresently listed at Bombay Stock Exchange.
The company has diversified its business in due course of time and rendering allfinancial services under one roof with the help of its subsidiary as on date. All theproducts services different segments including performance and business environmentthereof have been covered in detail in the Management Discussion and Analysis Reportseparately which is the part of this Board Report.
1. FINANCIAL STATEMENT
|Particulars ||Amount (in Rupees) |
| ||31.03.2019 ||31.03.2018 |
|Revenue from Operations ||45919509 ||61937901 |
|Other Income ||10048497 ||11882654 |
|Total Income ||55968006 ||73820555 |
|Total Expenditure (inclusive of interest & Depreciation) ||57678144 ||65683055 |
|Profit (loss) before Tax ||(1710138) ||8137499 |
|Provision for Tax (Asset) ||- ||- |
|Deferred Tax (Asset) ||(93515) ||(232441) |
|Net Profit (loss) ||(1616623) ||7968745 |
|Paid up Equity Capital ||50922000 ||50922000 |
|Reserves ||25429527 ||27046150 |
The Directors do not recommend any dividend for the year.
3. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS
As on 31st March 2019 the Company has only one Subsidiary Company i.e. M/s NDACommodity Brokers Private Limited.
Pursuant to the provisions of Section 129 (3) of the Companies Act 2013 your Companyhas prepared Consolidated Financial Statements of the Company which forms part of thisAnnual Report. Further a statement containing salient features of Financial Statements ofthe Subsidiary in the prescribed format AOC-1 pursuant to Section 129 (3) of theCompanies Act 2013 is annexed as "Annexure-1" to this Report.
In accordance with the provisions of Section 136 of the Companies Act 2013 theAudited Financial Statements the Consolidated Financial Statements and the relatedinformation of the Company and the Audited Accounts of the Subsidiary are available on ourwebsite i.e. www.ndaindia.com.
4. AMOUNT TRANSFERRED TO RESERVES
The Company has not transferred any amount to reserves.
5. DIRECTORS RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and the reviews performed by the Management and the relevant BoardCommittees including the Audit Committee the Board is of the opinion that the Company'sinternal financial controls were adequate and effective during the financial year 2018-19.
Accordingly pursuant to Section 134(5) of the Companies Act 2013 Directors of yourCompany hereby state and confirm that:
a) In the preparation of the annual accounts for the year ended 31st March 2019 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;
b) They had 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 at the end of the financial year ended 31st March2019 and of the profit/loss of the company for the same period;
c) They had 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) They had prepared the annual accounts on a going concern basis;
e) They had laid down internal financial controls in the company that are adequate andwere operating effectively.
f) They had devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.
6. AUDIT OBSERVATIONS
Auditors' observations are suitably explained in notes to the Accounts and areself-explanatory.
7. AUDITORS OF THE COMPANY
i) Statutory Auditors:
The Members of the Company had at their 25th Annual General Meeting held on 27thSeptember 2017 approved the appointment of M/s. Satya Prakash Garg & Co. CharteredAccountants ( Firm Registration No.- 017544N) as the Statutory Auditors of the Company tohold office for a term of five years commencing from the conclusion of 25th Annual GeneralMeeting till the conclusion of 30th Annual General Meeting.
M/s. Satya Prakash Garg & Co. Chartered Accountants have provided their consentand confirmed that they meet the eligibility criteria prescribed under Section 141 of theCompanies Act 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules 2014 andthat they are not disqualified to act as Statutory Auditors of the Company.
ii) Secretarial Audit :
Pursuant to Section 204 of the Companies Act 2013 read with Rules thereof the Boardof Directors had appointed Ms. Mona Bansal Practising Company Secretary as SecretarialAuditor of the Company for the FY 2018-19.
The Secretarial Audit Report for the Financial Year ended March 31 2019 is given inthis Report as Annexure- A
iii) Internal Auditor :
The company has appointed M/s Ashutosh Gupta & Co. Chartered Accountants asInternal Auditor of the Company.
8. WEB ADDRESS OF ANNUAL RETURN
As per the Companies ( Amendment) Act 2017 dated 3rd January 2018 read withnotification dated 9th February 2018 a copy of Annual Return is available on the websiteof the Company i.e. www.ndaindia.com under "investor relation" Section.
9. NUMBER OF BOARD MEETINGS
There were four meetings of the Board of Directors held during the financial year2018-19. Details of each meeting of the Board of Directors have been provided underCorporate Governance Report which forms part of Annual Report.
10. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THECOMPANIES ACT 2013
Presently the Company have three Independent Directors namely Mr. Uma Shanker GuptaMr. Lalit Kumar Gupta*and Mr. Ram Kishan Sanghi who have given their declarations thatthey meet the eligibility criteria of Independence as provided in sub-section (6) ofSection 149 of the Companies Act 2013.
*Mr. Lalit Kumar Gupta has resigned from the post of Directorship of the Company on13.08.2019.
11. BOARD EVALUATION
In line with the requirement of Regulation 25 (3) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a meeting of the Independent Directors of theCompany was held on 23rdMarch 2019 wherein the performance of the non- independentdirectors was evaluated.
The Board based on the recommendation of the Nomination and Remuneration Committeeevaluated the effectiveness of its functioning and that of the Committees.
The aspects covered in the evaluation included the contribution to and monitoring ofCorporate Governance practices participation in the long- term strategic planning andfulfilment of Directors' obligations and fiduciary responsibilities including but notlimited to active participation at the Board and Committee meetings.
12. DIRECTORS &KEY MANAGERIAL PERSONNEL
Following officials are the Key Managerial Personnel (KMP') of the Company:-
| Mr. Sanjay Agarwal ||- Managing Director |
| Mrs. Deepti Agarwal ||- Whole Time Director |
| Mr. Arun Kumar Mistry ||- Chief Financial Officer |
| Ms. Vanshika Rastogi ||- Company Secretary |
Retirement by Rotation
Mr. Sanjay Agarwal(DIN:00010639)will retire from the office by rotation at the ensuingAnnual General Meeting and being eligible offers himself for re- appointment.
Resignation of Independent Director
Mr. Lalit Kumar Gupta Independent Director of the Company has resigned from theCompany on 13.08.2019 from the post of directorship. The Company has already taken priorpermission from the required Stock Exchanges i.e. BSE Ltd and National Stock ExchangeLimited.
Re-appointment of Director
Mr. Uma Shanker Gupta (DIN: 00008823) and Mr. Ram Kishan Sanghi (DIN: 00350516) wereappointed as an Independent Director of the Company to hold office for a term of five (5)consecutive years. The Nomination and Remuneration Committee and Board of Directors attheir respective Meetings held on 13thAugust 2019 have recommended for there-appointment/extension of term of Mr. Uma Shanker Guptaand Mr. Ram Kishan Sanghi as anIndependent Directors of the Company not liable to retire by rotation for a second termof five consecutive years with effect from conclusion of this AGM to 31st March 2024subject to approval of Members of the Company at the ensuing Annual general Meeting. Thebrief resume and other information/details of Directors recommended for appointment/re-appointment as required under Regulation 36(3) of the Listing Regulations and Clause1.2.5 of the Secretarial Standard on General Meetings (SS-2) are given in Annexure to theNotice of the ensuing Annual General Meeting.
13. FIXED DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
14. CHANGE IN SHARE CAPITAL
There is no change in share capital of the Company during the financial year 2018-19.
15. CHANGE IN THE NATURE OF BUSINESS
There is no change in nature of business of the Company during the financial year2018-19.
16. MANAGEMENT'S DISCUSSION AND ANALYSIS
A comprehensive Management's Discussion and Analysis Report which is enclosed forminga part of the Board Report.
17. CORPORATE GOVERNANCE
Pursuant to Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis Corporate Governance ReportAuditors' Certificate regarding compliance with conditions of Corporate Governance aremade a part of this Annual Report.
In compliance with the above regulation the Managing Director's declaration confirmingcompliance with the Code of Conduct has been made part of this report.
18. RELATED PARTY TRANSACTIONS
Pursuant to Section 134 of the Act read with Rule 8 (2) of the Companies (Accounts)Rules 2014 there are no transactions which are required to be reported under Section 188of the Act in Form AOC-2.
All related Party Transactions as required under AS-18 are reported in Notes toAccounts of the Financial Statements of the Company.
19. AUDIT COMMITTEE
The Audit Committee of the Company comprises 3 Independent Directors of the Company.These are Mr. Uma Shanker Gupta Mr. Lalit Kumar Gupta and Mr. Ram Kishan Sanghi.
Mr. Lalit Kumar Gupta is the Chairman of the Committee.
All recommendations made by the Audit Committee were accepted by the Board during theFY- 2018-19.
*Mr. Lalit Kumar Gupta has resigned from the post of Directorship of the Company on13.08.2019.
20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
21. PREVENTION OF INSIDER TRADING
The Board has adopted a code for the Prevention of Insider Trading in the securities ofthe Company. The Code inter alia requires pre- clearance from Designated Persons fordealing in the securities of the Company as per the criteria specified therein andprohibits the purchase or sale of securities of the Company by Designated Personswhile inpossession of Unpublished Price Sensitive Information in relation to the Company besidesduring the period when the trading window is closed.
The aforesaid Code is available at the website of the Company www.ndaindia.com.
22. VIGIL MECHANISM
The Company has devised a vigil mechanism for Directors and employees through theadoption of Whistle Blower Policy details whereof on our website i.e.www.ndaindia.com.
23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company is in line with the requirement of the Sexual Harassment of Women atworkplace (Prevention Prohibition and Redressal) Act 2013. The Internal ComplaintsCommittee is in place to redress complaints received regarding sexual harassment. Allemployees (permanent contractual temporary trainees etc.) are covered under thispolicy.
The following is a summary of sexual harassment complaints received and disposed ofduring the year 2018-19:
No. of complaints received- NIL
No. of complaints disposed of: NIL
24. REMUNERATION POLICY
The Company has in place a Remuneration Policy for the Directors Key ManagerialPersonnel and other employees pursuant to the provisions of the Section 178 of theCompanies Act 2013 and Regulation 19(4) & Schedule II Part D (A) of SEBI (ListingObligations and Disclosure Requirements) 2015.
25. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975.
The Ratio of Remuneration of Each Director Chief Financial Officer Company Secretaryof the Company for the FY-2018-2019 is annexed at Annexure-B.
26. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable to the Company.
27. ANNUAL LISTING FEE
The Company has paid the Annual listing fees for the financial year 2018-19 to BSE LTD.
28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUT GO
During the period under review there was no energy conservation technology absorptionand foreign exchange earnings and outgo.
29. MATERIAL AND SIGNIFICANT ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There have been no significant and material orders passed by Regulators or courts ortribunals impacting the going concern status and the future operations of the Company.
30. RISK MANAGEMENT
The Company has in place a mechanism to inform the Board about the Risk Assessment andminimisation procedures and periodical review to ensure that risk is controlled by meansof a properly defined framework. In the Board's view there are no material risks whichmay threaten the existence of the Company.
31. REPORTING OF FRAUDS
The auditors of the Company have not reported any fraud as specified under the 2ndproviso to Section 143 (12) of the Companies Act 2013.
Your Directors wish to place on records their sincere appreciation to all the Employeesof the Company for their untiring efforts efficient work management loyal servicescommitment and dedication that developed the culture of professionalism. Your Directorsalso thank and express gratitude to the Company's Customers Vendors and Institutions.Your Directors also wishes to express deep sense of gratitude to the all our BankersCentral and State Governments and their departments and to the local authorities for thecontinued support.
Your Directors register sincere appreciations to the Shareholders of the Company forkeeping faith and confidence reposed in us.
| ||By Order of the Board of Directors |
|Place : New Delhi ||Sd/- ||Sd/- |
|Date : 13.08.2019 ||Sanjay Agarwal ||Deepti Agarwal |
| ||Managing Director ||Whole Time Director |
| ||DIN: 00010639 ||DIN: 00049250 |
| ||Farm No.- 4 Dera Greens Opp. Dera Senior Secondary ||157 Block - E Kalkaji |
| ||School Mehrauli Dera Hauz Khas South Delhi-110074 ||New Delhi-110019 |