The Directors of the Company have pleasure in presenting the 37th AnnualReport of the Company together with Audited Accounts for the year ended March 31 2017.
1. Financial Summary or Highlights
The highlights of the financial performance of the Company for the financial year endedMarch 31 2017 as compared to the previous financial year are as under:-
| || ||(Rs. in lacs) |
|Particulars ||2016-17 ||2015-16 |
|Total Revenue ||93.64 ||332.59 |
|(Less):Total Expenditure ||(101.82) ||(360.12) |
|Profit before Exceptional & Extraordinary Items ||(8.18) ||(27.53) |
|Add/(Less): Exceptional Items ||- ||- |
|Add/(Less): Extraordinary Items (Loss on Sale of Fixed Assets) ||- ||- |
|Profit Before Tax ||(8.18) ||(27.53) |
|(Less): Provision for Current Tax ||- ||- |
|(Less):Contingent provision for Standard Assets ||- ||- |
|Net Profit after Tax ||(8.18) ||(27.53) |
|(Less): Transfer to Statutory Reserve ||- ||- |
|Add/(Less): Brought forward from previous year ||(371.44) ||(343.91) |
|Balance carried to Balance Sheet ||(379.62) ||(371.44) |
2. Financial Performance A. Annual Financial Results
The total income of the Company during the Financial Year 2016-17 was Rs. 9363505/-as compared to Rs. 33258708/- for the previous financial year. The total expensesreduced to Rs. 10181788/- in the reporting year as compared to Rs. 36011949 /- in theprevious year.
B. Names of companies which have become or ceased to be its subsidiaries jointventures or associate companies during the year
At the beginning of the Financial Year under review the Company had 14 subsidiariesand no joint ventures and associate Companies. As on March 31 2017 the Company has 20subsidiaries whose business did not commence its operation in the period under review andhas no joint ventures or associate Companies.
The details of the same has been provided in Form AOC-1 which is appended to theDirectors' Report in
Further In terms of Rule 8(5)(iv) of the Companies (Accounts) Rules 2014 thedisclosure on subsidiaries companies is made hereunder:
The names of companies which have become its subsidiaries during the period underreview
1.Zamira Agriculture Ltd. 2.Zamira Builders Ltd. 3.Zamira Floriculture Ltd. 4.ZamiraHighrise Ltd. 5.Zamira Horticulture Ltd. 6.Zamira Moonview Ltd.
7.Zamira Projects Ltd. 8.Zamira Riverview Ltd. 9.Zamira Seaview Ltd. 10. ZamiraSunshine Ltd. 11. Belisma Agriculture Ltd. 12. Belisma Construction Ltd. 13. BelismaFloriculture Ltd. 14. Belisma Highrise Ltd. 15. Belisma Horticulture Ltd. 16. BelismaMoonview Ltd. 17. Belisma Projects Ltd. 18. Belisma Riverview Ltd. 19. Belisma SeaviewLtd. 20. Belisma Sunshine Ltd.
The business of above mentioned companies have not commenced during the year underreview.
The names of companies which have ceased to be its subsidiaries during the period underreview
1. QFS Gem & Jewelleries Ltd. 2. QFS Papers Ltd. 3. QFS Properties Ltd. 4. QFSTextiles Ltd. 5. Campbell Builders Ltd. 6. Campbell Constructions Ltd 7. CampbellConsultants Ltd 8. Campbell Developers Ltd. 9. Campbell Homes Ltd. 10. Campbell HousingLtd 11. Campbell Marketing Ltd. 12. Campbell Projects Ltd. 13. Campbell Real Estates Ltd.14. Campbell Residency Ltd.
During the year under review the Company has incurred losses and also due toaccumulated losses the Board of Directors request for their inability to declaredividend.
4. The amount proposed to be carried to reserves
During the year considering the operating performance of the Company it has nottransferred any amount in any reserves.
5. Change in Share Capital
During the year under review there has been no change in the Authorised or Paid-upShare Capital.
The Authorised Share Capital of the Company stands at Rs. 1233400000/- divided into123340000 Equity Shares of Rs. 10 each. The Paid-up Share Capital of the Company is Rs.1233165000/- divided into 123316500 Equity Shares of Rs. 10/- each.
The equity shares of the Company are listed on the Calcutta Stock Exchange Limited andBSE Limited. The shares of the Company got listed and admitted to dealings on the BSE Ltd.w.e.f. July 07 2016. The Company has not paid the annual listing fee for the financialyear 2017-18.
7. Corporate Governance Report
The Company has been complying with all the requirements of the code of CorporateGovernance as specified by the Securities and Exchange Board of India the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as "the
A separate report on Corporate Governance is furnished as a part of the Directors'Report and the certificate from a Practicing Chartered Accountant regarding compliance ofcondition of Corporate Governance is annexed to the said Report.
8. Extract of the Annual Return
The Extract of the Annual Return as on the financial year ended on March 31 2017 inForm MGT-9 pursuant to section 92(3) of the Companies Act 2013 (hereinafter referred toas the "Act") and Rule 12(1) of the Companies (Management and Administration)Rules 2014 is appended to the Directors' Report in Annexure-II.
9. Number of Meetings of the Board
The Board of Directors of the Company met eight (8) times during the Financial Yearunder review i.e. on: 25/04/2016 30/05/2016 21/07/2016 13/08/2016 11/11/201604/02/2017 06/03/2017 and 28/03/2017.
Further one exclusive meeting of the Independent Directors pursuant to Schedule IV ofthe Companies Act 2013 and sub-regulation 3 of Regulation 25 of the Listing Regulationswas held on 28/03/2017.
The Meetings were held in accordance with the provisions of the Act and the ListingRegulations and Secretarial Standards I.
The details of the Meetings of the Board of Directors during the Financial Year 2016-17is encompassed in the Corporate Governance Report which is annexed to the said Report.
10. Disclosure pursuant to Section 177(8) of the Companies Act 2013-Composition of theAudit Committee
The Audit Committee of the Company comprises of two non-executive independent directorsand one non-executive non independent director as on March 31 2017.The Committee ischaired by a non-executive Independent Director Mr. Bijay Kumar Agarwal (DIN- 00634259).
The details of the same are morefully provided in the Corporate Governance Report.
During the Financial Year under review the Committee met five (5) times and all suchmeetings were held in accordance with the provisions of the Act and the ListingRegulations.
Further the Board of Directors has accepted all the recommendations of the AuditCommittee in the Financial Year 2016-17.
11. Composition of the Nomination and Remuneration Committee
The Nomination and Remuneration Committee of the Company comprises of two non-executiveindependent directors and one non-executive non Independent Director as on March 31 2017.
The details of the Committee are provided in the Corporate Governance Report.
12. Composition of the Stakeholders Relationship Committee
The Stakeholders Relationship Committee consists of two non-executive independentdirectors one executive non independent Managing Director and one non-executive nonindependent Director.
The details of the Committee are provided in the Corporate Governance Report.
13. Directors of Responsibility Statement
Pursuant to the provisions of Section 134 (3) (c) read with section 134 (5) of the Actthe Directors hereby confirm and state that:
a. In the preparation of Annual Accounts the applicable Accounting Standards have beenfollowed along with the proper explanation relating to material departures if any.
b. The Directors have selected such accounting policies and have applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as on the Financial Yearended on March 31 2017 and of the loss of the company for the year under review.
c. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
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 such internal financial controls are adequate and were operating effectively.
f. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
14. Declaration by the Independent Directors
Section 149(7) of the Act requires every independent director to give a declarationthat he/she meets the criteria of Independence at the first Board Meeting of everyfinancial year.
Accordingly the Company has taken on record the Statement of Declaration ofIndependence as submitted by all the Independent Directors.
15. Policy on Directors of Appointment & Remuneration
Pursuant to the provisions of Section 178(4) of the Act read with the Rules madethereunder and Listing Regulation 2015 the Nomination and Remuneration Committee hasformulated the criteria for determining qualifications positive attributes andindependence of a director and has further formulated a policy relating to theremuneration for Directors Key Managerial Personnel and other employees which has beenduly approved by the Board of Directors.
While formulating the Policy the Nomination and Remuneration Committee has assuredthat:
a. The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the Company successfully;
b. The relationship of remuneration to performance is clear and meets appropriatebenchmarks; and
c. The remuneration to directors key managerial personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the Company and its goals.
The Nomination and Remuneration Policy is available on the website of the CompanyFurther The Nomination and Remuneration Policy of the Company is appended to theDirectors' Report in Annexure-III.
16. Auditors & Auditors of Report
A. Statutory Auditors
The appointment of M/s Arun Jain & Associates (Firm Registration No. 325867E)Chartered Accountants of 2B Grant Lane 2nd Floor Room No-74 Kolkata 700012is subject to ratification by the members at the ensuing Annual General Meeting.
In this connection M/s Arun Jain & Associates have furnished a Certificate ofEligibility pursuant to Section 141 of the Act read with the Rules framed thereunder.
Based on the recommendation of the Audit Committee the Board of Directors recommendstheir ratification to the shareholders.
B. Independent Auditors of Report
The Self Explanatory Independent Auditors' Report does not contain any adverse remarksor qualification.
C. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act read with the Rules madethereunder Mr. Abbas Vithorawala (C.P. No. 8827 Membership No. 23671) Company Secretaryin whole-time Practice was appointed for the issuance of the Secretarial Audit Report forthe Financial Year ended March 31 2017.
D. Secretarial Audit Report
The Secretarial Audit Report is appended to the Directors' Report in Annexure-IV.The Report of the Secretarial Audit Report does not contain any adverse remark except thefollowing:-
There was a delay in filing of DIR-12 regarding the resignation of Company Secretary.Company has not appointed Company Secretary
Board of Directors' Comment:- The Company had duly given advertisement to fill thevacancy of the Company Secretary of the Company. Whereas have not received any positiveresponse for the same.
17. Particulars of Loans guarantees or investments under section 186
The provisions of section 186 of the Act are not applicable upon a Non-BankingFinancial Company. Therefore the Company is not required to provide any disclosurepursuant to Section 134(3)(g) of the Act.
18. Particulars of contracts or arrangements with related parties referred to insub-section (1) of section 188 in the prescribed form
All related party transactions contracts or arrangements that were entered intoduring the financial year under review were on an arms-length basis and in the ordinarycourse of business.
The Company has adhered to its "Policy on Related Party Transactions andMateriality of Related Party Transactions" while pursuing all Related Partytransactions. The policy on Related Party Transactions as approved by the Board isuploaded on the Company's website.
Further during the year the Company had not entered into any contract/ arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions.
19. State of Company Affairs & Future Outlook
The total income of the Company during the Financial Year 2016-17 was Rs. 9363505/-as compared to Rs. 33258708/- for the previous financial year. The total expensesreduced to Rs. 10181788/- in the reporting year as compared to Rs. 36011949 /- in theprevious year.
20. Material Changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report
No Material Changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the company to which the financialstatements relate and the date of this Directors' Report.
21. Disclosure in terms of Rule 8(3) of the Companies (Accounts) Rules 2014 regardingConservation of Energy Technology Absorption Foreign Exchange Earnings And Outgo
In terms of Section 134(3)(m) of the Act read with the Rules made there under theCompany has no activity relating to Conservation of Energy Technology Absorption.
Further during the year there was no Foreign Exchange Earnings and Outgo.
Therefore the Company is not required to make any disclosure as specified in Section134 (3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014.
22. Risk Management Policy
In terms of compliance with Section 134(3)(n) of the Act the Company has a RiskManagement Policy which provides for the identification therein of elements of risk whichin the opinion of the Board may threaten the existence of the Company.
Pursuant to Schedule IV(II)(4) of the Act the Independent Directors inter-aliaamongst others review the system from time to time to ensure that Risk Management isrobust and satisfactory.
Further in terms of Regulation 17(9)(b) of Listing Regulations the Board of Directorsis responsible for framing implementing and monitoring the Risk Management Plan of theCompany and has have delegated the power of monitoring and reviewing of the riskmanagement plan to the Risk Management Committee.
The Risk Management Committee is responsible for laying down procedures to inform Boardmembers about the risk assessment and minimization procedures. This is described morefullyin the Corporate Governance Report.
23. Policy on Corporate Social Responsibility (CSR) Initiatives
Pursuant to provisions of Section 135 of the Act the Company is not required toconstitute a Corporate Social Responsibility Committee or to undertake any CSR activities.
Therefore the Company is not required to make any disclosure as specified in Section134(3)(o) of the Act.
24. Manner of formal annual evaluation by the Board of its own performance and that ofits committees and individual directors
Pursuant to Section 134(3)(p) of the Act read with Rule 8(4) of the Companies(Accounts) Rules 2014 other applicable provisions of the Act and various applicableclauses of the Listing Regulations and the disclosure regarding the manner of formalannual evaluation by the Board of its own performance and that of its various committeesand individual directors is provided hereto:
A. Evaluation Criteria
Pursuant to Part D of Schedule II of the Listing Regulations the Nomination andRemuneration Committee has formulated the criteria for evaluation of the performance ofthe Independent Directors and the Board. The Nomination and Remuneration Committee alsoidentifies persons qualified to become directors and who may be appointed in seniormanagement in accordance with the criteria laid down and recommends to the Board theirappointment and removal and carries out the evaluation of every director's performance inaccordance with Section 178(2) of the Act read with the Rules framed there under and PartD of Schedule II of the Listing Regulations.
The Board shall monitor & review the Board Evaluation Framework and evaluate theperformance of all the Board Committees.
Further the Nomination and Remuneration Committee has formulated criteria fordetermining qualifications positive attributes and independence of a director andrecommended to the Board a policy relating to the remuneration of the directors keymanagerial personnel and other employees. The details of the same are morefully describedin the Corporate Governance Report.
Further the Nomination and Remuneration Committee has also devised a Policy on BoardDiversity in accordance with Regulation 19(4) of the Listing Regulations.
B. Performance Evaluation of the individual directors
Pursuant to section 178(2) of the Act the Nomination and Remuneration Committee of theCompany carries out the performance evaluation of the individual directors.
C. Board of Directors
A separate meeting of the Independent Directors of the Company was held on 28/03/2017pursuant to Clause VII of Schedule IV to the Act and Regulation 25 of the ListingRegulations for transacting the following businesses as setforth in the Agenda:
1. Review the performance of the non-independent directors and the Board as a whole.
2. Review the performance of the Chairman of the Company taking into account the viewsof the executive directors and non-executive directors.
3. Assessment of the quality quantity and timeliness of flow of information betweenthe company management and the Board that is necessary for the Board to effectively andreasonably perform their duties.
The same was perused in accordance with the Evaluation criteria determined by theNomination and Remuneration Committee.
The Independent Directors of the Company in fulfilling their role and functions asspecified in Clause II of Schedule IV to the Act help in bringing an objective view inthe evaluation of the performance of the Board and management.
The Independent Directors expressed satisfaction over the performance of all thenon-independent Directors and the Chairman.
D. Performance Evaluation of the Independent Directors
Pursuant to Clause VIII of Schedule IV to the Act and Regulation 19 of the ListingRegulations read with Part D of Schedule II thereto the performance evaluation of theIndependent Directors is perused by the entire Board of Directors excluding the directorbeing evaluated.
On the basis of the report of performance evaluation the extension of the term ofappointment or its continuance in respect of the independent directors is beingconsidered.
E. Performance Evaluation of the Committee
The Board of Directors evaluates the performance of all the Board Committees based onthe Company's
Performance Evaluation Policy.
25. Nomination and Remuneration Policy
Based on the recommendation of the Nomination and Remuneration Committee the Board ofDirectors have adopted a Nomination and Remuneration Policy in terms of Section 178 of theAct read with Rules made thereunder and read with Part D of Schedule II of the ListingObligations as amended from time to time.
The Nomination and Remuneration Policy is available on the website of the Company
26. Change in the nature business
There has been no change in the nature of business of the Company in the Financial Yearunder review.
27. Directors & Key Managerial Personnel
A. Non-Executive & Executive Directors - Non-independent
Mr. Kishan Kumar Jajodia (DIN- 00674858) being non Executive Director of the Companyretires at the ensuing Annual General Meeting and being eligible offers himself forre-appointment as the Director without any variation in the terms of his appointment.
B. Independent Directors
Mr. Bijay Kumar Agarwal (DIN - 00634259) was appointed as a non-retiring IndependentDirector of the Company for a term of five consecutive years commencing from theconclusion of 34th Annual General Meeting of the Company. Further Mrs. JyotiLohia (DIN-07113757) was appointed as a non-retiring Independent Director of the Companyto hold office for a period of five consecutive years from the conclusion of the 35thAGM till the conclusion of 40th Annual General Meeting or till such earlierdate to conform with the policy on retirement and as may be determined by any applicablestatutes rules regulations or guidelines.
C. Chief Financial Officer
Mr. Rabindra Kumar Hisaria was appointed as the Chief Financial Officer of the Company.
D. Company Secretary
Mr. Anand Chandak resigned from the post of Company Secretary of the Company witheffect from July 31 2016.
28. Details relating to deposits covered under Chapter V of the Act
The Company has neither accepted any deposits during the financial year under reviewnor has any outstanding deposits as on March 31 2017.
29. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and the Company of s future operations
No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status and the Company's future operations.
30. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements
The Audit Committee of the Company ensures that there is a direct relationship betweenthe Company's objectives and the internal financial controls it implements to providereasonable assurance about their achievement.
In this connection the Audit Committee in coordination with the Internal AuditDepartment periodically reviews the following:
a. Transactions are executed in accordance with the management's general or specificauthorization;
b. All transactions are promptly recorded in the correct amount in the appropriateaccounts and in the accounting period in which they are executed so as to permitpreparation of financial information within a framework of recognized accounting policiesand practices and relevant statutory requirements if any
c. Accountability of assets is adequately maintained and assets are safeguarded fromunauthorized access use or disposition
There is a proper allocation of functional responsibilities within the Company and itis ensured that the quality of personnel commensurate with their responsibilities andduties. Further proper accounting and operating procedures are followed to confirm theaccuracy and reliability of accounting data efficiency in operation and safety of theassets. The regular review of work of one individual by another minimizes the possibilityof fraud or error in the absence of collusion.
31. Disclosure pursuant to Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014
The Company has no employee whose remuneration exceeds the limit prescribed underSection 197 of the Act read with Rule 5(2) of The Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014.
The disclosure pursuant to Rule 5(1) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided herein below:
In computing the various parameters Gross Salary has been considered. Gross Salary ofthe employees primarily encompasses Salary allowances and perquisites.
I. Ratio of Remuneration of each director to the median remuneration of the employeesof the company for the financial year.
|Directors ||Ratio of Remuneration to Median Remuneration |
|Mr. Prakash Kumar Jajodia ||3.00 |
|- Managing Director || |
|Mr. Bijay Kumar Agarwal ||- No remuneration or sitting fees was paid |
|-Non-Executive Independent Director || |
|Mr. Rabindra Kumar Hisaria ||- No remuneration or sitting fees was paid |
|-Non Executive Non-Independent Director || |
|Mr. Kishan Kumar Jajodia ||- No remuneration or sitting fees was paid |
|- Non Executive Non-Independent Promoter || |
|Director || |
|Mr. Amit Jajodia ||- No remuneration or sitting fees was paid |
|-Non-Executive Non-Independent Director || |
|Mrs. Jyoti Lohia ||- No remuneration or sitting fees was paid |
|- Non-Executive Independent Director || |
II. The percentage increase in the remuneration of each Director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear.
|Directors Chief Executive Officer Chief Financial Officer and Company Secretary ||% increase in remuneration in the Financial Year |
|Mr. Prakash Kumar Jajodia - Managing Director ||- 100% |
|Mr. Bijay Kumar Agarwal -Non-Executive Independent Director ||- No remuneration or sitting fees was paid |
|Mr. Rabindra Kumar Hisaria -Non Executive Non-Independent Director & CFO ||- No increase in remuneration |
|Mr. Kishan Kumar Jajodia -Non Executive Non-Independent Promoter Director ||- No remuneration or sitting fees was paid |
|Mr. Amit Jajodia -Non-Executive Non-Independent Director ||- No remuneration or sitting fees was paid |
|Mrs. Jyoti Lohia -Non-Executive Independent Director ||- No remuneration or sitting fees was paid |
|Anand Chandak* -Company Secretary ||Since this information is for part of the year the same is not comparable. |
*resigned from the post of Company Secretary of the Company with effect from July 312016
III. The percentage increase in the median remuneration of the employees in thefinancial year.
There has been no increase in the median remuneration of the employees in the FinancialYear.
IV. The number of permanent employees on the rolls of the company.
As on March 31 2017 there are 7 Employees on the rolls of the Company.
V. The explanation on the relationship between average increase in remuneration andcompany performance.
In order to ensure that remuneration reflects Company performance the performance payis also linked to organization performance apart from an individual's performance.
VI. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company.
|Comparitive Parameter ||Amount (in Rs.) |
|Aggregate remuneration of Key Managerial Personnel (KMP) in the Financial || |
|Year 2016-17.* ||360000 |
|Total Revenue ||9363505 |
|Remuneration of KMP's as a percentage of Total Revenue ||3.84 |
|Loss before tax ||(818283) |
|Remuneration of KMP's as a percentage of Profit/Loss before Tax || |
| ||(44.00) |
|Loss after tax ||(818283) |
|Remuneration of KMP's as a percentage of Profit/Loss after Tax ||(44.00) |
*does not include remuneration of Mr. Anand Chandak (Company Secretary) since hisRemuneration was paid from part of the year.
VII. Variations in :
A. The market capitalisation of the Company price earnings ratio as at the closingdate of the current financial year and previous financial year.
|Particulars ||March 31 2017 ||March 31 2016 ||% Change |
|Market Capitalisation ||Rs. 263897310 - BSE* (Equity Shares are traded in BSE Platform from September 2016. Thus Market Cap. is calculated on the basis of the last traded price.) ||Nil-BSE* ||100% |
| ||Rs. 10629882300-CSE (Equity Shares has not been traded in CSE Platform. Thus Market Cap. is calculated on the basis of the last traded price.) ||Rs. 10629882300-CSE (Equity Shares has not been traded in CSE Platform Thus Market Cap. is calculated on the basis of the last traded price.) || |
|Price Earnings ||(214) - BSE* ||Nil-BSE* ||100% |
|Ratio ||(Equity Shares are traded in BSE Platform from September 2016. Thus Price Earning Ratio is calculated on the basis of the last traded price.) || || |
| ||4310-CSE (Equity Shares has not been traded in CSE Platform. Thus Price Earning Ratio is calculated on the basis of the last traded price.) ||4310-CSE (Equity Shares has not been traded in CSE Platform. Thus Price Earning Ratio is calculated on the basis of the last traded price.) || |
*The shares of the Company got listed and admitted to dealings on the BSE Ltd. w.e.f.July 07 2016.
B. Percentage increase over decrease in the market quotations of the shares of thecompany in comparison to the rate at which the Company came out with the last publicoffer.
|Particulars ||March 31 2017 ||IPO ||% Change |
|Market Price ||2.14 ||The Company has not made any Public Issue or Rights issue of securities in the last 15 years so comparison have not been made of current share price with public offer price. ||N.A. |
VIII. Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year.
There were no exceptional circumstances or increase for managerial personnel in thelast financial year. The percentile increase process and policy was same for themanagerial personnel and all the other employees.
IX. Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the company.
|Comparative Parameter ||Prakash Kumar Jajodia ||Rabindra Kumar Hisaria ||Rs. Anand Chandak* -Company Secretary |
| ||-Managing Director ||- Chief Financial Officer || |
|Remuneration of the Key || || || |
|Managerial Personnel (KMP) in the Financial Year 2016-17. ||270000 ||90000 || |
|Total Revenue || ||9363505 ||Since Remuneration was paid from part of the year |
|Remuneration of KMP's as a percentage of Total Revenue ||2.88% ||0.96% || |
|Profit / (Loss)before tax || ||(818283) || |
|Remuneration of KMP's as a percentage of Profit before || || ||comparison of the same cannot be made. |
|Tax ||(33%) ||(11%) || |
|Profit /(Loss)after tax || ||(818283) || |
|Remuneration of KMP's as a percentage of Profit after Tax ||(33%) ||(11%) || |
*resigned from the post of Company Secretary of the Company with effect from July 312016.
X. The key parameters for any variable component of remuneration availed by thedirectors.
The Variable Components of Remuneration broadly comprises of - Performance basedpromotion and bonus.
The same shall also depend upon various factors including: their grade industry benchmark overall business performance.
Further in determining the director's remuneration their performance evaluation asduly carried out by the Board and/or Independent Directors shall also be given dueweightage.
Any annual increase in the remuneration of the Directors Key Managerial Personnel andSenior Management Personnel shall be at the sole discretion of the Board based on therecommendation of the Nomination and Remuneration Committee and subject to such statutoryapprovals if any.
XI. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year.
None of the employees' remuneration is more than that of the highest paid director forthe Financial Year under review.
XII. Affirmation that the remuneration is as per the remuneration policy of thecompany.
The Board of Directors hereby affirms that the remuneration paid to all directors KeyManagerial Personnel is in accordance with the Nomination and Remuneration Policy of theCompany.
32. Vigil Mechanism/Whistle Blower Policy
The Vigil Mechanism/Whistle Blower Policy of the Company is aimed to provide avigilance mechanism for the directors and employees of the Company to raise concern of anyviolations of legal or regulatory requirements incorrect or misrepresentation of anyfinancial statements and reports etc. The purpose of this Policy is to encourage theCompany's directors and employees who have concerns about suspected misconduct to comeforward and express these concerns without fear of punishment or unfair treatment.
No personnel have been denied access to the Audit Committee. There were no instances ofreporting under the Whistle Blower Policy.
The details of the Vigil Mechanism/Whistle Blower Policy is explained in the CorporateGovernance Report and also disclosed on the website of the Company.
33. Insider Trading
The Company has put in place following Codes pursuant to the SEBI (Prohibition ofInsider Trading) Regulations 2015:
a. Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation.
b. Code of Conduct to Regulate Monitor and Report Trading.
The aforesaid Codes have been disclosed on the website of the Company.
34. Transfer of amount to Investor Education and Protection Fund (IEPF)
There is no amount pending for transfer to the Investor Education and Protection Fundin accordance to the provisions of Section 205A(5) and 205C of the erstwhile CompaniesAct 1956.
35. Prudential Norms for NBFCof S
The Company has been complying with all the requisite norms prescribed by the ReserveBank of India for income recognition accounting standards capital adequacy provisioningand all other requirements applicable for Non-Deposit Taking Non-Systematically ImportantNBFCs.
36. Green Initiative
To support the Green Initiative' in the Corporate Governance taken by theMinistry of Corporate Affairs to contribute towards greener environment and to receiveall documents notices including Annual Reports and other communications of the Companyinvestors should register their e-mail addresses with M/s. Niche Technologies PrivateLtd. if shares are held in physical mode or with their DP if the holding is inelectronic mode.
Electronic Copies of the Annual Report and Notice of the Annual General Meeting aresent to all members whose e-mail addresses are registered with the Company/DepositoryParticipant(s).For members who have not registered their email address physical copies ofthe Annual Report and Notice of the Annual General Meeting are sent in the permitted mode.Members requiring physical copies can send their request to Mr. Prakash Kumar JajodiaManaging Director cum Compliance Officer of the Company.
The Company is providing remote e-voting facility to all the members to enable them tocast their votes electronically on all the resolutions set forth in the Notice pursuant toSection 108 of the Act read with Rule 20 of the Company's (Management and Administration)Rules 2014 and the applicable provision(s) of the Listing Regulations.
37. Compliance to the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 read with the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Rules 2013
The Company is committed to the protection of women against sexual harassment. Therights to work with dignity are universally recognised human rights by internationalconventions and instruments such as Convention on the Elimination of all Forms ofDiscrimination against Women.
In adherence to the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 read with the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Rules 2013 the Company hasconstituted an Internal Complaints Committee to look into the matters relating to sexualharassment at workplace.
Mrs. Jyoti Lohia (DIN- 07113757) non-executive independent Director is the PresidingOfficer of the Committee.
In the event of any sexual harassment at workplace any woman employee of the Companymay lodge complaint to Ms. Jyoti Lohia (DIN- 07113757) in writing or electronicallythrough e-mail at: firstname.lastname@example.org
During the period under review no complaints were received by the Company in terms ofthe aforesaid act.
Management of s Discussion and Analysis
In accordance with the listing requirement the Management's Discussion and Analysisforms part of this
The Directors of the Company wish to place on record their gratitude for the valuableguidance and support rendered by the Government of India various State Governmentdepartments Financial Institutions Banks and stakeholders including but not limitedto shareholders customers and suppliers among others. We place on record ourappreciation of the contribution made by our employees at all levels.
The Directors look forward to the continued support of all the stakeholders in thefuture and appreciate and value the contribution made by every member of the Company.
|Place : Dated : Kolkata 30.05.2017 ||On Behalf of the Board of Directors |
| ||sd/- Bijay Kumar Agarwal Chairman DIN-00634259 |
Annexure-III to the Directors' Report
This Nomination and Remuneration Policy (the "Policy") applies to the Boardof Directors (the "Board")
Key Managerial Personnel (the "KMP") the Senior Management Personnel andother employees of Quest Financial Services Limited (the "Company").
This Policy is in compliance with Section 178 of the Companies Act 2013 read alongwith the applicable rules thereto and Regulation 19 & Schedule II Part D(A) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (ListingRegulation') as amended from time to time. The main purpose of the Nomination andRemuneration Committee is to evaluate and approve the compensation plans policies andprograms of the executive directors and senior management and to administer various stockoption plans of our company. This policy shall act as a guideline for determininginter-alia qualifications positive attributes and independence of a Directorappointment removal and evaluation of performance of the Directors Key ManagerialPersonnel Senior Management and matters relating to the remuneration of the DirectorsKey Managerial Personnel Senior Management other employees.
Effective date: This amended policy shall be effective from the 1stDecember 2015.
2. POLICY OBJECTIVES
The Policy is framed with the objective(s):
i. The Company's Remuneration Policy is aimed to attract and retain the best talents byensuring a fair transparent and equitable remuneration to employees and Directors basedinter alia on individual job requirements responsibilities commensurate qualificationsof individuals experience the performance of the Company and the performance /contribution of the individual employee. ii. To identify persons who are qualified tobecome directors and who may be appointed in senior management in accordance with thecriteria laid down and recommend to the Board their appointment and removal. iii.Recommend to the Board a policy relating to the remuneration for the directors keymanagerial personnel and other employees.
"Company" means Quest Financial Services Limited. "Act" meansCompanies Act 2013 and rules thereunder. "Board" means Board of Directors ofthe Company.
"Listing Regulation" means SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
"Committee" means Nomination and Remuneration Committee of the Company asconstituted or reconstituted by the Board.
"Policy" means Nomination and Remuneration Policy.
"Independent Director" is as provided under SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 and Companies Act 2013.
"Key Managerial Personnel" means Key managerial personnel as defined underthe Companies
Act 2013 and includes: i. Managing Director or Executive Director or Chief ExecutiveOfficer or Manager ii. Whole-time Director; iii. Company Secretary; iv. Chief FinancialOfficer and v. Such other officer as may be prescribed.
"Senior Management" mean personnel of the Company who are members of its coremanagement team (Internal Board) excluding the Board of Directors.
Unless the context otherwise requires words and expressions used in this policy and notdefined herein but defined in the Companies act2013 as may be amended from time to timeshall have the meaning respectively assigned to them therein.
Terms that have not been defined in this Policy shall have the same meaning assigned tothem in the Companies Act 2013 SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and/or any other SEBI regulation as amended from time to time.
5. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration committee shall constitute of three or more nonexecutive director out of which atleast one half shall be independent director(s)providedthat chairperson of the company may be appointed as a member of this committee but shallnot chair such committee.
The committee will meet at such intervals as deem fit to carry out the objectives asset out in the policy. A quorum of two members is required to be present at the meeting tocarry out the proceedings of the meeting. The committee shall have the authority to callany employee(s) senior official(s) and / or externals as it deems fit.
The Chairperson of the Committee shall be an Independent Director. Chairperson of theCompany may be appointed as a member of the Committee but shall not be a Chairman of theCommittee. Provided that Nomination and Remuneration Committee shall set up mechanism tocarry out its functions and is further authorized to delegate any / all of its powers toany of the Directors and / or officers of the Company as deemed necessary for proper andexpeditious expedition.
The Company secretary shall act as secretary to the committee.
Proceedings of all meetings shall be minute and signed by the Chairman of the Committeeat the subsequent meeting. Minutes of the Committee meetings will be tabled at thesubsequent Board and Committee meetings.
6. POLICY RELATING TO DETERMINATION OF APPOINTMENT AND REMOVAL OF DIRECTORS KEYMANAGERIAL PERSONNEL SENIOR MANAGEMENT
Appointment criteria and qualifications:
(i) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment. (ii) A person should possessadequate qualification expertise and experience for the position he / she is consideredfor appointment. The Committee has discretion to decide whether qualification expertiseand experience possessed by a person are sufficient / satisfactory for the concernedposition. (iii) The Committee shall devise a policy on Board diversity after reviewing thestructure size and composition (including the skills knowledge and experience) of theBoard which will facilitate the Committee to recommend on any proposed changes to theBoard to complement the
Company's corporate strategy.
(iv) Appointment of independent directors shall be in compliance with the provisions ofsection 149 of the Companies Act read with schedule IV and rules thereunder and relevantregulation of the SEBI (Listing Obligations & Disclosure Requirements) Regulations2015. (v) Appointment of Managing Directors/Manager/Whole-Time Directors shall also be incompliance with section 196 of the Act read with rules made thereunder and Schedule V ofthe Act and relevant regulation of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015.
(vi) The Company shall not appoint or continue the employment of any person asWhole-time Director who has attained the age of seventy years. Provided that the term ofthe person holding this position may be extended beyond the age of seventy years with theapproval of shareholders by passing a special resolution based on the explanatorystatement annexed to the notice for such motion indicating the justification for extensionof appointment beyond seventy years.
(vii) The Company shall consider balance of qualification skills regional andindustry experience background and other qualities required to operate successfully inthe position of Senior Management Level.
Letters of Appointment:
Each Director/KMP/Senior Officials is required to sign the letter of appointment withthe Company containing the terms of appointment and the role assigned in the Company.
Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations thereunder the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.
The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.
7. POLICY RELATING TO THE REMUNERATION FOR THE DIRECTORS KMP AND SENIOR MANAGEMENTPERSONNEL
The Nominations & Remuneration Committee determines individual remunerationpackages for Directors KMPs and Senior Officials of the Company taking into accountfactors it deems relevant including but not limited to market business performance andpractices in comparable companies having due regard to financial and commercial health ofthe Company as well as prevailing laws and government/other guidelines. The Committeeconsults with the Board as it deems appropriate.
Section 197(5) provides for remuneration by way of a fee to a director forattending meetings of the Board of Directors and Committee meetings or for any otherpurpose as may be decided by the board.
Section 197(1) of the Companies Act 2013 provides for the total managerialremuneration payable by the Company to its directors including managing director andwhole time director and its manager in respect of any financial year shall not exceedeleven percent of the net profits of the Company computed in the manner laid down inSection 198 in the manner as prescribed under the Act.
The Company with the approval of the Shareholders and Central Government mayauthorise the payment of remuneration exceeding eleven percent of the net profits of thecompany subject to the provisions of Schedule V.
The Company may with the approval of the shareholders authorise the payment ofremuneration upto five percent of the net profits of the Company to its anyone ManagingDirector/Whole Time Director/Manager and ten percent in case of more than one suchofficial.
The Company may pay remuneration to its directors other than Managing Directorand Whole Time Director upto one percent of the net profits of the Company if there is amanaging director or whole time director or manager and three percent of the net profitsin any other case.
The net profits for the purpose of the above remuneration shall be computed inthe manner referred to in Section 198 of the Companies Act 2013.
The Independent Directors shall not be entitled to any stock option and may receiveremuneration by way of fee for attending meetings of the Board or Committee thereof or forany other purpose as may be decided by the Board and profit related commission as may beapproved by the members.
The remuneration payable to the Directors shall be as per the Company's policy andshall be valued as per the Income Tax Rules.
The remuneration payable to the Key Managerial Personnel and the Senior Managementshall be as may be decided by the Board having regard to their experience leadershipabilities initiative taking abilities and knowledge base.
The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval. The evaluation/assessment of theDirectors KMPs and the senior officials of the Company is to be conducted on an annualbasis and to satisfy the requirements of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015.
9. TERM / TENURE
Managing Director/Whole time director:
a. The Company shall appoint or re-appoint any person as its Managing Director or wholetime Director for a term not exceeding five years at a time. b. No re-appointment shall bemade earlier than one year before the expiry of term.
The maximum tenure of Independent Directors shall be in accordance with the CompaniesAct 2013 read with rules made thereunder and clarifications/circulars issued by theMinistry of Corporate Affairs in this regard from time to time.
This policy shall be disclosed in Annual report as part of board's report therein.
In case of any subsequent changes in the Companies Act 2013 SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 or any other applicable rules orregulations which makes any of the provisions in the policy inconsistent with the Act orregulations the provisions of the Act or regulations would prevail over the Policy witheffect from their enforcement and the Policy would be modified in due course to make itconsistent with the amended laws. Any changes or modification on the Policy would beapproved by the Board of Directors of the Company.