Your Directors have pleasure in presenting the 38th Annual Report along withthe Audited Statement of Accounts of the Company for the financial year ended 31stMarch 2017.
Amount in Lakhs
|Particulars ||31st March 201 7 ||31 stMarch 201 6 |
|Profit before tax ||13.72 ||10.69 |
|Less: Tax Expense ||4.46 ||3.83 |
|Profit after tax ||9.26 ||6.86 |
|Add: Balance brought forward from previous year ||34.87 ||29.38 |
|Balance available for appropriation ||44.13 ||36.24 |
|Appropriations: || || |
|Tran sfer to Statutory Reserve u/s 45IC of RBI Act ||1.85 ||1.37 |
|Balance carried to Balance Sheet ||42.28 ||34.87 |
With a view to conserve resources for growth of Company the Board recommends nodividend for the year ended 31st March 2017.
TRANSFER TO RESERVE
The Company did not transfer any amount to General Reserve during the year.
The Company is registered with Reserve Bank of India as a Non-Deposit takingNon-Banking Financial Company. The Company has neither invited nor accepted/renewed anydeposits from the public within the meaning of Chapter V of Companies Act 2013 or extantregulations of the Reserve Bank of India during the year under review.
During the year there has been no change in the capital base of the Company whichcomprises of 7500000 Equity Shares of Rs.10/-each.
CHANGE IN NATURE OF THE BUSINESS
There has been no change in the nature of business of the Company during the year.
STATUTORY & LEGAL MATTERS
There has been no significant and/or material order(s) passed by anyRegulators/Courts/Tribunals impacting the going concern status and the Company'soperations in future.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
There have no changes in the composition of the Board of Directors during the year2016-17.
In terms of the provisions of the Companies Act 2013 Mr. Manoj Sethia retires byrotation from the Board of Directors of the Company at the ensuing Annual General Meetingand being eligible offers himself for re-appointment.
DETAILS OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
There are no Subsidiaries Joint Ventures and Associate Company during the financialyear 2016-17 under review.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134(3)(c) of the Companies Act 2013 it ishereby confirmed that:
a) In the preparation of the Annual Accounts the applicable Accounting Standards hadbeen followed along with the proper explanation relating to material departures;
b) The Directors had selected such accounting policies as mentioned in the Notes toFinancial Statements and applied them consistently and made judgements and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as on 31st March 2017 and of the profit of the Company for theyear ended on that date;
c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of Company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the Accounts for the financial year ended 31stMarch 2017 on 'going concern' basis;
e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively in compliance with section 134(5)(e) of the Companies Act 2013
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the necessary declaration from each Independent Director ofthe Company under section 149(7) of Companies Act 2013 that they meet the criteria ofIndependence as laid down under the provisions of subsection (6) of section 149 of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
AUDITORS AND AUDITORS' REPORT
(A) Statutory Auditor-
Pursuant to provision of Section 139 of the Companies Act 2013 and Rules madethereunder the current auditors of the Company M/s. V. Goyal & Associates.Chartered Accountants are eligible to hold the office for further period of five yearsupto 2022.
The Members are therefore requested to appoint M/s. V. Goyal & Associates.Chartered Accountants as auditors for 5 (five) consecutive years from the conclusion ofthe ensuing Annual General Meeting till the conclusion of the 43rd AnnualGeneral Meeting to be scheduled in 2022 and to fix their remuneration for 2017-2018.
The observations made by the auditor's in the Auditors' Report are self explanatory anddo not contain any qualification or any adverse remarks and therefore need no furtherclarifications or any further explanations as required under subsection (3) of section 134of Companies Act 2013.
(B) Secretarial Auditor:-
The Board has appointed Mr. Arun Kumar Jaiswal Practicing Company Secretary to holdthe office of the Secretarial Auditor for a period of five years i.e. from financial year2016-17 to 2020-21 to conduct the Secretarial Audit and submit Secretarial Auditors'Report pursuant to sub-section (1) of section 204 of Companies Act 2013 and Rules madethereunder for the financial year 2016-17.
The report is self explanatory and do not contain any reservation qualification oradverse remarks The Secretarial Auditors' Report is annexed to this report as Annexure-A.
FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT 2013 OTHER THANTHOSE REPORTABLE TO THE CENTRAL GOVERNMENT
No frauds have been reported by auditors of the Company during the year under review.
MEETINGS OF THE BOARD
Five meetings of the Board of Directors were held during the year. The details ofvarious Board Meetings are provided in the Corporate Governance Report of this AnnualReport.
QHRVUIIMM riNVCOI LIMITED
Transparency is the cornerstone of your Company's philosophy and all requirements ofCorporate Governance are adhered to both in letter and spirit. All the Committees of theBoard of Directors meets at regular intervals as required in terms of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. Your Board of Directors hastaken all the necessary steps to ensure compliances with all statutory requirements. TheDirectors and Key Managerial Personnel of your Company have complied with the approvedcode of conduct for the Board and Senior Management.
The Report on Corporate Governance as required under regulation 27 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is attached as a separatesection forming part of the Annual Report. The Auditors' Certificate on compliance withCorporate Governance Requirements is also attached to this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of provision of Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the management discussion and analysis report for theyear is presented in a separate section forming part of the Annual Report.
LISTED WITH STOCK EXCHANGES
The Company's share continues to remain listed with BSE Ltd. and The Calcutta StockExchange Ltd. The Company has paid the annual listing fees for the year 2017-18 to boththe Stock Exchanges.
MATERIALS CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred since 31stMarch 2017 being the end of thefinancial yearofthe Company.
INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosure.
In terms of the provision of Section 197(12) of the Act read with Rules 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 or amendmentthereof if any in respect of the managerial personnel of the company is attached here asAnnexure-B.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
There are no employees who are in receipt of remuneration in excess of the limitspecified under section 134(3)(q) read with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
(A) Conservation of Energy: NA
(B) Technology Absorption: NA
(C) Foreign Exchange Earnings and Outgo:
The details of Foreign Exchange transactions are as below:
Foreign Exchange Earnings: Rs. Nil Foreign Exchange Outgo : Rs. Nil
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were atarm's length basis and were in the ordinary course of business. Details of materiallysignificant related party transactions that are the transactions of a material naturebetween the Company and the Promoters Management Directors or their relatives etc. aredisclosed in the Note No. 21(B) of the Financial Statements in compliance with theAccounting Standard relating to "Related Party Disclosures".
There are no materially significant related party transactions with the Company'sPromoters Directors Management or their relatives which may have a potential conflictwith the interest of the Company.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT 9 is annexedto this report as Annexure-C.
RISK MANAGEMENT POLICY
As required under provisions of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has established a well documented and robust risk managementframework. Under this framework risks are identified across all business process of theCompany on a continuous basis. Once identified these risks are classified as strategicrisk business risk or reporting risk. Strategic risk is those which are associated withthe long term interests of the Company. Reporting risk is associated with incorrect orun-timely financial and non- financial reporting.
The Audit Committee of the Board of Directors reviews the Risk Management Strategy ofthe Company to ensure effectiveness of the Risk Management policy and procedures. Board ofDirectors of the Company is regularly apprised on the key risk assessment areas and amitigation mechanism is recommended.
During the year the Board has reviewed the risk assessment and a risk minimizationprocedure commensurate to the risks has been adopted and is in place.
In accordance with Section 177(9) and 177(10) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasestablished a Vigil Mechanism/Whistle Blower Policy. The policy is available at Company'swebsite.
EVALUATION OF BOARD'S PERFORMANCE
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has formulated the criteria forthe evaluation of the performance of Board of Directors Independent DirectorsNon-Independent Directors and the Chairman of the Board. Based on that performanceevaluation has been undertaken. The Independent Directors of the Company have alsoconvened a separate meeting for this purpose. All the results and evaluation has beencommunicated to the Chairman of the Board of Directors. All Directors of the Board arefamiliar with the business of the Company.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. All employees are covered under this policy.
The following is the summary of the complaints received and disposed off during theFinancial Year 2016-17:
a) No. of complaints received : NIL
b) No. of complaints disposed off : NIL
Your Directors wish to place on record their appreciation for continued guidance andco-operation received from the various stakeholders including financial institutions andbanks regulators governmental authorities and other business associates who haveextended their valuable support and encouragement during the year under review.
|Place: Kolkata ||For and on behalf of the Board |
|Date: 29th May 2017 ||Manoj Sethia |
| ||Chairman |
| ||(DIN: 00585491) |