To the members
Your Company's Directors are pleased to present the 24 Annual Report of the Companyalong with Audited Accounts for the financial year ended March 31 2017.
1. FINANCIAL RESULTS
| || || ||(Rs. in Lakhs) |
| || ||For the Period |
|Sr. No. ||PARTICULARS ||2016 - 2017 ||2015 - 2016 |
|1. ||Income / (Loss) from operation ||08.10 ||10.61 |
|2. ||Other Income ||00.00 ||00.01 |
|3. ||Total Income / (Loss) ||08.10 ||10.61 |
|4. ||Total Expenditure ||05.87 ||07.15 |
|5. ||Profit / (Loss) before depreciation and taxation ||02.23 ||03.46 |
|6. ||Depreciation ||00.00 ||00.00 |
|7. ||Profit / (Loss) before Tax ||02.23 ||03.46 |
|8. ||Net Profit / (Loss) After Taxes ||01.53 ||02.17 |
|9. ||Reserves and Surplus ||(168.57) ||(170.10) |
2. SHARE CAPITAL
The details of authorized and paid-up equity shares of the Company are as follows :
| || ||(Rs. in Lakhs) |
|PARTICULARS ||As at March 31 2017 ||As at March 31 2016 |
|Authorized Capital || || |
|5000000 (March 31 2016 : 5000000) Equity Shares of Rs. 10 each ||50000000 ||50000000 |
| ||50000000 ||50000000 |
|Issued Subscribed and Paid up Capital || || |
|4535500 (March 31 2016 : 4535500) Equity Shares of Rs. 10 each fully paid up ||45355000 ||45355000 |
|Total ||45355000 ||45355000 |
In the absence of adequate profit during the year directors are unable to recommendany dividend.
4. TRANSFER TO RESERVES
The company did not transfer any amounts to General Reserve during the year.
5. COMPANY'S PERFORMANCE
The sales and other income for the year under review is INR 08.10 compared to INR 10.62of the previous year and has earned after tax of INR 01.53 as compared to INR 2.17 in theprevious year.
Your Company is undertaking active efforts towards accelerating the growth speed and isoptimistic about better performance in the future.
6. SUBSIDIARY COMPANIES
The Company is not having any subsidiary or an associate company.
7. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that :
(a) In the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same.
(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 March 312017 and of the profit ofthe Company for the year ended on that date.
(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 Company being unlisted sub clause (e) of section 134(3) of the Companies Act2013 pertaining to laying down internal financial controls is not applicable to theCompany.
(f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such system are adequate and operating effectively.
(a) Krishnagopal Motilal Chandak retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offer himself for re-appointment.
(b) There were changes in directorship of the Company till the date of signing boardreport as mentioned under:
|Sr. No. ||Particulars ||Appointed/Cessation ||Date of Appointment ||Date of Cessation |
|1. ||Amit Soni ||Appointed ||16/05/2016 ||- |
|2. ||Krishnagopal Motilal Chandak ||Appointed ||16/05/2016 ||- |
|3. ||Shekhar Asawa ||Appointed ||09/07/2017 ||- |
|4. ||Ghanshyam Biyani ||Appointed ||24/08/2017 ||- |
|5. ||Rashmi Bihani ||Appointed ||24/08/2017 ||- |
|6. ||Ramratan Saraf ||Cessation ||- ||16/05/2016 |
|7. ||Bharat Deora ||Cessation ||- ||16/05/2016 |
|8. ||Pankaj Shah ||Cessation ||- ||26/06/2017 |
9. BOARD OF DIRECTOR :
Composition and category of Directors
The Board of Directors of the company consists of 4 Directors and all are having richexperience in various business fields.
During the Financial Year 2016-2017 Six Board Meetings were held. The Maximum time gapbetween any two consecutive meetings of the Board of Directors of the Company was not morethan One Hundred and Twenty Days (120 days).
The Last Annual General Meeting of the Company was held on 30 September 2016 at 2.00p.m.
The following Table gives details of directors attendance of Directors at the boardmeeting and at the last annual general meeting number of membership held by directors inthe various board/ committee.
|Name of AGM Director Attended ||Category ||No. of Directorship Held in other Companies 1 ||Committee membership in other companies ||No. of board meetings attended during the year ||Last |
|Babulal Agarwal ||Executive Non-Independent ||01 ||NIL ||06 ||YES |
|Amit Dilip Soni ||Executive Non-Independent ||NIL ||NIL ||05 ||YES |
|*Pankaj Shah ||Non Executive Independent ||01 ||NIL ||06 ||YES |
|Krishnagopal Chandak ||Executive Non-Indepedent ||NIL ||NIL ||05 ||YES |
|1 Notes : ||excludes directorship held in Private Limited Companies foreign companies and companies under section 8 of the Companies Act 2013 trust and alternate directorship as per Regulation 26 of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation 2015. |
|2 Notes : ||Bharat V. Deora Non Executive Director has been resigned on 16.05.2016 |
|3 Notes : ||Ramratan Saraf Non Executive Independent Director has been resigned on 16.05.2016 |
|4 Notes : ||Amit Dilip Soni Executive non- Independent Director has been appointed as on 16.05.2016 |
|5 Notes : ||Krishnagopal Motilal Chandak Executive non- Independent Director has been appointed as on 16.05.2016 |
|6 *Notes : ||Pankaj Shah Non Executive Independent Director has been resigned on 26.06.2017 |
|7 Notes : ||Shekhar Asawa Non Executive Independent Director has been appointed as on 09.07.2017 |
10. AUDIT COMITTEE :
(a) In accordance with the provisions of the Regulation 18 of SEBI (LODR) Regulations2015 and Companies Act 2013 the Company is having an Audit Committee comprising ofIndependent Directors. The Audit Committee acts in accordance with the terms of referencespecified from time to time by the Board.
(b) The Audit Committee consists of three directors.
Terms of Reference:
The brief description of terms of reference of the audit committee is oversee theCompany's Financial reporting system and disclosure of financial information to reviewreport of statutory auditor and to ensure adequate follow up action and reviewingcompliance with accounting standards.
The Audit Committee has adequate powers to carry out its functions as per Securitiesand Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations2015.
Composition and Meetings of the Audit Committee:
The Audit Committee has held 4 meeting during the financial year 2016-2017
|Name of the members ||Designation ||Audit Committee Meeting Held ||Meetings Attended |
|1. Pankaj Shah ||Chairman ||4 ||4 |
|2. Amit Dilip Soni ||Member ||4 ||4 |
|3. Krishnagopal Chandak ||Member ||4 ||3 |
11. REMUNEARATION COMMITTEE :
The Company has not constituted any remuneration committee as no remuneration is paidto the directors. Further Company has not paid any sitting fees to the directors' duringthe year.
12. SHAREHOLDERS'/INVESTOTS'S GRIEVANCE COMMITTEE:
The Board constituted a Shareholders'/Investors' Grievance Committee. The Committeeconsists of three Directors Mr. Panakj Shah; Non-Executive independent Director is headof this Committee. Other two namely Mr. Amit Dilip Soni and Mr. Krishnagopal Chandak aremembers of the Committee.
The Committee meets at regular intervals to consider interalia shareholders'complaints if any received like non/delay in transfer of shares non-receipt ofbalance-sheet etc to the satisfaction of complainants. The committee overseas theperformance of the Registrar and Share Transfer Agent and also deals with the mattersrelating to approval of transfer/transmission/subdivision and consolidation of sharescertificate issue of duplicate share certificates dematerialization and rematerilasationof shares etc.
During the year No letters/queries received from shareholders. At the end of financialyear there are no any queries pending for compliance.
13. GENERAL BODY MEETING:
Location and time where the last three Annual general meeting were held are givenbelow;
|Financial Year ||Date ||Location ||Time |
|2013-2014 ||25.09.2014 ||A-41 Nandjyot Indl. Estate ||2.00 PM |
| || ||A. K. Road Sakinaka Andheri (E) || |
| || ||Mumbai - 400072. || |
|2014-2015 ||30.09.2015 ||A-41 Nandjyot Indl. Estate ||2.00 PM |
| || ||A. K. Road Sakinaka Andheri (E) || |
| || ||Mumbai 400072. || |
|2015-2016 ||30.09.2016 ||A-41 Nandjyot Indl. Estate ||2.00 PM |
| || ||A. K. Road Sakinaka Andheri (E) || |
| || ||Mumbai - 400072. || |
14. INTERNAL FINANCIAL CONTROL
Company has maintained adequate internal financial control with reference to financialstatements as per Rule 8(5)(viii) of Companies (Accounts) Rules 2014.
15. APPOINTMENT OF AUDITORS
M/s. RDB & Associates Chartered Accountants Ahmednagar proposed to be appointedas the Statutory Auditors of the Company at the 24 AGM being held on 28 September 2017 tohold office until the conclusion of the 28 AGM subject to the approval of Member at theensuing Annual General Meeting and to hold office at ensuing Annual General Meeting heldfor the Financial Year 2017-18 till the conclusion of Annual General Meeting held for theFinancial Year 2021-22 of the Company subject to ratification as to the said appointmentat every Annual General Meeting. As required under the provisions of Section 139 of theCompanies Act 2013 the Company has obtained written confirmation from M/s. RDB &Associates that their appointment if made would be in conformity with the limitsspecified in the said Section.
16. AUDITORS' REPORT
The auditors' report contains qualifications which are as follows:
The Company had suspended from the Bombay Stock Exchange since long time due tonon-compliance with the provisions of the Listing Agreement of the Stock Exchange.Further the Company has not been submitted quarterly/ half yearly (every six months)/annual basis Limited Review Report/ Audit Report to the Stock Exchange as required by theClause 41 of the Listing Agreement/ Regulation 33 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. No provision has been made in books of accountin respect of penalties which may be levied on the Company for aforesaid non-compliances.Any penalties that may be levied by the Stock Exchange for such non compliances cannotpresently be determined.
Except for the indeterminate effects of the matter described in above paragraph theaccompanying financial statements give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at March 31 2017 and its profit and its cash flows for the year ended on that date.
Comments of Board of Directors:
The boards of directors are in process to comply of the above requirement with the helpof professional experts.
17. RISK MANAGEMENT
The board of directors of the Company has framed and implemented a risk managementpolicy. The boards of directors are also responsible for reviewing the risk managementplan and ensuring its effectiveness and oversight in the area of financial risks andcontrols. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis.
18. TRANSACTIONS WITH RELATED PARTIES
All related party transactions that were entered into during the financial year ended31st March 2017 were on an arm's length basis and were in the ordinary course ofbusiness. Therefore the provisions of Section 188 of the Companies Act 2013 were notattracted. Further there are no materially significant related party transactions duringthe year under review made by the Company with Promoters Directors or other designatedpersons which may have a potential conflict with the interest of the Company at large.Thus disclosure in Form AOC-2 is not required.
19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has abided with section 186 of the Companies Act 2013 for loan andinvestment made by the company. Refer Annexure-I for detail.
20. EXTRACT OF ANNUAL RETURN
As provided under section 92(3) of the Act the extract of annual return is given in AnnexureII in the prescribed Form MGT-9 which forms part of this report.
21. PARTICULARS OF EMPLOYEES
As on 31st March 2017 the provisions of Section 197 read with Rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notapplicable to the Company.
None of the top Ten employees in term of remuneration have drawn remuneration more thanRs. 850000/- p.m. if employed for the part of the year and Rs. 10200000/- p.a. ifemployed throughout the Financial Year as covered under Rule 5 (2) of the CompaniesAppointment and Remuneration of Managerial Personnel) Rules 2014.
During the year the Company has not accepted any deposits under the provisions of theCompanies Act 2013.
23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Company has nothing to report in respect of information on conservation of energyand technology absorption as required under Section 134 of the Companies Act 2013 readwith Companies (Account) Rules 2014 since the Company is not engaged in manufacturing orprocessing business.
The Company has not earned and spent any Foreign Exchange during the Financial Year2016-17.
24. MANAGEMENT DISCUSSIONS AND ANALYSIS
1. Industry structure & developments:--
We are finance & Investment Company and main business activity is granting of loans& advances and investing/dealing in shares & securities. A potentiality ofdevelopment is very high as capital market & money market sector of economy is verybigger.
2. Opportunities & threats:--
Capital market is very much uncertain as well as financing is also risky business. Atthe same time there is a great opportunity of earning good profitability also. In shortmore profit more the risk slogan is perfectly associated for finance & capital marketbusiness.
3. Segment wise performance:--
Report on segment wise performance is given in note 24 to the accounts.
The capital market & money market performance is depending upon the credit policygovernment stability industrial development & piece international trends etc.
5. Risk & concern:--
Capital market & money market is more risk-prone & concern should also beengiven to industrial development which depends upon the demand of products availability offunds in market etc.
6. Internal control system & their adequacy:--
Internal control system of the company is adequate and in commensurate with the size ofthe company and the nature of its business.
25. MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments affecting the financial position of thecompany have taken place between the end of the financial year of the Company to whichfinancial statements relate and the date of report.
26. NON-DEPOSIT TAKING NON-BANKING FINANCIAL COMPANY:
The Company being registered as a Non-Banking Financial Institution on 20 April 1998In terms of the provisions of Non-Banking Financial (Non-Deposit Accepting or Holding)Companies Prudential Norms (Reserve Bank) Directions 2007. Your Company is categorized asa Non-deposit taking Non-Banking Financial Company. The Company has not accepted anydeposits from the public during the year pursuant to the provisions of Section 73 of theCompanies Act 2013.
27. ANNUAL PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 the company has implemented a system of evaluating performance of the Board ofDirectors and of its Committees and individual directors on the basis of evaluationcriteria suggested by the Nomination and Remuneration Committee. Accordingly the Boardhas carried out an evaluation of its performance after taking into consideration variousperformance related aspects of the Board's functioning composition of the Board and itsCommittees culture execution and performance of specific duties remunerationobligations and governance. The performance evaluation of the Board as a whole andChairman and the Non-Independent Directors was also carried out by the IndependentDirectors in their meeting. Similarly the performance of various committees individualindependent and Non independent Directors was evaluated by the entire Board of Directors(excluding the Director being evaluated) on various parameters like engagement analysisdecision making communication and interest of stakeholders. The Board of Directorsexpressed its satisfaction with the performance of the Board its committees andindividual directors.
28. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior of the company has adopted a vigil mechanismpolicy.
29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
During the year under review no case of sexual harassment against women employees atany of its work place department was reported.
Your Directors take this opportunity to express the gratitude to all investorsclients vendors bankers Regulatory and Government authorities and business associatesfor their cooperation encouragement and continued support extended to the Company. YourDirectors also wish to place on record their appreciation to the Associates for theircontinuing support and unstinting efforts in ensuring an excellent all round operationalperformance at all levels.
| ||For and on behalf of the Board of Directors || |
| ||For Shikhar Consultant Ltd. || |
| ||Babulal A. Agrawal ||Krishnagopal Chandak |
|Place : Mumbai. ||Director ||Director |
|Dated : August 28 2017 ||DIN : 00629073 ||DIN : 02836448 |