To The Members:
Your Directors have pleasure in submitting the Thirty-Sixth Annual Report of theCompany together with the audited Annual Accounts showing the financial position of theCompany for the year ended on 31st March 2019.
Management Discussion & Analysis:
i) Industry structure and development: The Company is an investment and finance Companyand has invested funds in Shares Securities Venture Capital Fund Properties Loans andAdvances.
ii) Opportunities & Threats: The Company is keeping a close watch on the trends inindustry for making investments in accordance with its size of operations. It is alsotaking into account the possible threats due to external factors.
iii) Segment-wise or product-wise performance: The Company operates only in the segmentof finance and investment and as such there are no reportable segments wise or productwise performance.
iv) Outlook: Baring the unforeseen circumstances and the risks and concerns themanagement is hopeful to achieve reasonable performance in the current financial year:2019-2020.
v) Risks and concerns: The Company has exposure in Shares Securities PropertiesLoans & Advances and any adverse development in stock market and industry will have animpact on the Companys performance.
vi) Internal control systems and their adequacy: The Company has adequate internalcontrol systems commensurate for its limited operations. The Company has appointedInternal Auditors to observe the Internal Controls whether the work flow of organizationis being done through the approved policies of the Company. The observations of internalauditors are considered by the Audit Committee of the Board.
vii) Financial & Operational performance
The Financial and Operational performance during the year was as under:-
| ||Rupees in Lacs |
|Gross Income ||31.44 |
|Gross Operating Profit ||15.62 |
|Provision for Taxation ||2.82 |
|PROFIT AFTER TAX ||12.80 |
Dividend and Transfer to Reserves:
Your Directors do not recommend any dividend for the year ended on 31st March 2019. Anamount of Rs. One Lac has been transferred from surplus balance in Statement of Profit AndLoss to general reserve during the year.
Directors and Key Managerial Personnel:
Mr. Ashok Tulsyan retires from the Board by rotation and being eligible offers himselffor re-appointment as director. During the year Mr. Mukesh Sarswat was appointed as anIndependent Director and Mr. K K Agarwal another Independent Director retired during theyear due to his pursuing other career. At the Annual General Meeting of the company heldin 2018 Ms. Sneha A. Tulsyan was appointed as a director and appointment of Mr. MukeshSarswat as an independent director was ratified.
During the year six board meetings were convened and held.
The Independent Directors of the company have given declarations under Section 149(7)of the act that they meet the criteria of independence as provided under Section 149(6) ofthe act.
Apart from sitting fees paid to independent director no other remuneration is paid todirectors. Commensurate with very limited size of operations of the company the Board hason recommendation of Nomination and Remuneration Committee -
i. Framed a policy for selection and appointment of Directors and Senior Management andtheir remuneration. As per companys policy the independent director should possessfair professional qualification sound ethics and attributes and should meet the criteriaof independence.
ii. Adopted a framework for performance evaluation of the Board its Committeesindividual directors and chairperson through a survey questionnaire. The surveyquestionnaire broadly covers various aspects of board functioning composition of Boardand its committees culture execution and performance of specific duties obligation andgovernance.
The company is a Non-Systemically Important Non-Deposit taking Non Banking FinanceCompany registered with Reserve Bank Of India Act 1934 and is following the guideline anddirection issued by RBI for such companies. The company in engaged mainly in investmentsin Shares Securities Venture Capital Fund and Properties. The company has also deployedfunds in loans and advances.
Particulars of loans guarantees or investment:
The Company being a non banking finance company registered with Reserve bank of Indiathe provisions of section 186 of The Companies Act 2013 are not applicable to it.
The Company has constituted an audit committee with Mr. S Rathi as chairman Mr. MukeshSarswat and Mr. A. Tulsyan as members. All recommendations of audit committee have beenaccepted by the board.
Directors Responsibility Statement:
To the best of their knowledge and belief and according to the information andexplanations obtained your Directors make the following statements in terms of Section134(3)(C) of the act:
a. That in the preparation of the annual accounts the applicable accounting standardshas been followed along with proper explanation relating to material departures;
b. That the directors have selected such accounting policies and 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 at the end of thefinancial year and of the profit and loss of the company for that period;
c. That the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
d. That the directors have prepared the annual accounts on a going concern basis; and
e. That the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f. That the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
Related Party Transaction
Details of the transactions with Related Parties are provided in the accompanyingfinancial statements. There was no transaction during the year which would require to bereported in Form AOC.2.
M/s. Maheshwari Maheshwari & Co. are the statutory auditors of the company. Thereare no qualifications reservations or adverse remarks or disclaimers made by StatutoryAuditors in their Report on the financial statements for the period.
M/s. VKM & Associates are the Secretarial auditors of the company. They have giventheir Secretarial Audit Report in form MR3 for the period. There are no qualificationsreservations or adverse remarks or disclaimers made by them in their Report.
Risk Management Policy
Commensurate with its very limited size of operations the Company is keeping a closewatch on the trends in industry for lending of funds and making investments. It is alsotaking into account the possible threats due to external factors.
Corporate Social Responsibility
It is your companys belief that its primary goal is to fulfill responsibilitytowards its all constituents i.e. shareholders customers government regulatory bodiesetc. The company maintains fair and ethical practices in its dealings as part of itssocial responsibility. Further provisions of section 135 of the act and submission ofcorporate governance report are not applicable to the company.
Vigil Mechanism/Whistle Blower Policy:
Your Company has adopted and disseminated its Whistle-Blower Policy to provide a secureenvironment and encourage employees to report unethical unlawful or improper practicesacts or activities and to prohibit any adverse action against those who report suchpractices in good faith. The Whistle-Blower Policy is disclosed on the website of theCompany.
Extract of Annual Return:
In accordance with Section 134(3)(a) of the act an extract of the Annual Return inform MGT-9 is annexed.
Subsidiaries Associates joint Ventures and Investments in LLP
The company does not have any subsidiary or joint venture. During the year Sita Offers& Bourse Expertise Limited ceased to be companys associate company on itsconversion into a LLP namely Sita Offers and Bourse Expertise LLP. The companysshare in voting right of this LLP is 14.29%. The LLP is not an associate concern withinthe meaning of Accounting Standard (AS) 23. The company has an associate company namelyBombay Mercantile & Leasing Company Ltd. On account of changes and as per theapplicable provisions for the period under this report the accounts of this associateconcern have not been consolidated this year with that of the company as there is norequirement for the same as per provisions of Accounting Standard (AS) 23. A separatestatement containing the salient features of the associate in the prescribed from AOC I is annexed separately.
The disclosure under Section 197 of the Companies Act 2013 has been annexed to thisreport. The company has no employee of the category specified in Section 197(12) of theact.
The Company has not consumed any significant quantity of energy; therefore no commentsare made on conservation of energy and technology absorption. There has been no foreignexchange income/outflow during the year under review. The provision of cost audit is notapplicable to the Company.
There have been no other material changes and commitments if any affecting thefinancial position of the company which have occurred between the end of the financialyear and date of the report. The Company has not accepted any public deposits and assuch no amount on account of principal or interest on public deposits was outstanding ason the date of the balance sheet.
During the year There has been no change in nature of business conducted by thecompany There has been no changes in share capital No share has been transferred insuspense account No fraud has been reported to the audit committee No order or penaltywas passes against the company by any authority.
The Company has the Audit Committee Nomination and Remuneration CommitteeStakeholders Relationship Committee. The Company has in place internal financial controlsystems commensurate with the size and complexity of its operations to ensure properrecording of financial and monitoring of operational effectiveness and compliance ofvarious regulatory and statutory requirements.
The company is following the guidelines of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. There have been no cases reportedduring the year. The Secretarial Audit Report for the financial year 2018-19 is set out inthe Annexure to this Report.
The Company is giving effect to various compliances applicable to it and adoptingpolicies commensurate with its limited size of operations.
The board places on record its appreciation for the continued support and co-operationextended by employees customers bankers and all other constituents.
| || ||On behalf of the Board |
|Mumbai 17th May 2019 ||A. Tulsyan ||S. Tulsyan |
| ||Director ||Director |