To the Members
Your Directors are pleased to present the 33rdAnnual Report together withthe Audited Financial Statements of Accounts and Auditor's Report for the year ended 31stMarch 2020.
The summarized financialperformance of the Company during the year under review is asunder:
| || ||(In Rs.) |
| ||31.03.2020 ||31.03.2019 |
|Revenue from Operations: ||3646551.00 ||3641339.00 |
|Other Income: ||0.00 ||4888.00 |
|Total Revenue: ||3646551.00 ||3646227.00 |
|Total Expenditure: ||3337438.00 ||2633286.02 |
|Profit before Tax: ||309113.00 ||1012940.98 |
|Tax Expenses: ||[75589.00) ||[274466.00) |
|Profit after Tax: ||233524.00 ||738474.98 |
|Earnings Per Share: ||0.06 ||0.18 |
In view of the future requirements of funds your Directors regret their inability torecommend dividend for the year under review.
PERFORMANCE REVIEW & OUTLOOK
During the period the Company earned total revenue of Rs. 3646551.00 for the yearended 31st March 2020 as against Rs. 3646227.00 for the year ended 31stMarch 2019. Net profit after tax for the year under review was Rs. 233524.00 againstthe profits of Rs. 738474.98in the previous year.
The long term prospects for the economy is optimistic Industry Trends and its futureprospects have been summed up in the Management Discussion and Analysis Report which formspart of this report.
Transfer to Statutory Reserves
For the financial year ended 31st March 2020 the Company is proposed to carry anamount of Rs. 46800.00to Statutory Reserve Account as required under the provisions ofSection 45-IC of RBI Act 1934.
THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIALSTATEMENTS RELATED AND THE DATE OF THE REPORT.
The World is suffering from COVID 19 which has been declared as Pandemic. COV1D 19 hasmaterially affecting the business globally including the Company also. The same is stillcontinuing and it would not be appropriate to predict its impact on business of theCompany right now.
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateand the date of this report.
NON ACCEPTANCE OF PUBLIC DEPOSITS.
Your Company is Non- Deposit taking NBFC and has not accepted public deposits duringthe year under review in terms of chapter-V of the Companies Act 2013 and hence theredefaults in repayments of amount of principle or interest as on date of Balance Sheet isnot applicable.
PARTICULARS OF LOANS AND INVESTMENTS MADE
The provisions of Section 186 of the Companies Act 2013 are not applicable to theCompany as the Company is a Non-Banking Finance Company.
CHANGES IN BUSINESS ACTIVITIES DURING THE YEAR
There was no change in the business activities of the Company during the year underreview.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGUI-ATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AM) COMPANY'S OPERATIONS IN FUTURE
No orders impacting the going concern status of the company or the future operations ofthe company have been passed by any regulator court or Tribunal.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return under sub-section (3) of Section 92 of the Companies Act2013 in Form MGT-9 in annexed herewith as "Annexure A"
There was no change in the Share Capital of the company during the period under review.
MEETINGS OF TH THE BOARD
During the year Six (6) Board Meetings were held on the below mentioned dates:
30th May 2019
13th August 2019
31st August 2019
13th November 2019
13th 'February 2020 and the above mentioned were convened and held inCompliance with the provisions of the law. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013.
DETAILS OF MEETING ATTENDED BY EACH DIRECTOR
|S.No. ||Name of Director ||Number of meeting attended |
|1. ||Mr. Ghanshyam Prasad Gupta ||6 |
|2. ||Ms. Arika Chopra Sarda ||6 |
|3. ||Mr. Kishore Kargeti ||6 |
AUDIT COMMITTEE MEETINGS
During the year 5 Audit Committee Meetings were held on 30.05.2019 13.08.201931.08.2019 13.11.2019 and 13.02.2020 and the same were convened and held in compliancewith the provisions of the Act
|S. No. ||Name of Director ||Designation ||Number of Meeting attended |
|1. ||Ms. Arika Chopra Sarda ||Chairperson ||5 |
|2. ||Mr. Ghanshyam Prasad Gupta ||Member ||5 |
|3. ||Mr. Kishore Kargeti ||Member ||5 |
STAKEHOLDERS RELATIONSHIP COMMITTEE
During the year IStakeholdersRelationship Committee Meeting was held on 13.02.2020 andthe same was convened and held in compliance with the provisions of the Act.
|S. No. ||Name of Director ||Designation ||Number of Meeting attended |
|1 ||Ms. Arika Chopra Sarda ||Chairperson ||1 |
|2. ||Mr. Ghanshyam Prasad Gupta ||Member ||1 |
|3. ||Mr. Kishore Kargeti ||Member ||1 |
NOMINATION AND REMUNERATION COMMITTEE
During the year 2Nomination and Remuneration Committee Meetings were held on29.04.2019 & 31.08.2019 and the same were convened and held in compliance with theprovisions of the Act.
|S. No. ||Name of Director ||Designation ||Number of Meeting attended |
|1. ||Ms. Arika Chopra Sarda ||Chairperson ||2 |
|2. ||Mr. Ghanshyam Prasad Gupta ||Member ||2 |
|3. ||Mr. Kishore Kargeti ||Member ||2 |
DIRECTORS' RESPONSIBILITY STATEMENT
As required in terms of Section 134 (5) of the Companies Act 2013. Your Directors wishto slate as under-
1. That in the preparation of the Annual Accounts the applicable Accounting Standardshad been followed and there were not material departures;
2. 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 fail- view of the state of affairs of the Company as at 31stMarch 2020 and of the profit or loss of the Company for the year ended on that date;
3. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
4. The Directors have prepared the annual accounts of the Company on a 'going concern'basis;
5. The Directors have laid down internal financial controls in the company that areadequate and were operating effectively;
6. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
DECLARATION OF INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as laid down under Section 149(6)of the Companies Act 2013 and pursuant to SEEM (Listing Obligations and DisclosureRequirements) Regulations 2015.
The Independent Directors have complied with the Code for Independent Directorsprescribed in Schedule-IV of the Act.
The Company has formulated the Code of Conduct for Directors and Senior ManagementPersonnel Further the Board of Directors and Senior Management Personnel have fullycomplied with the provisions of the Code of Conduct of Board of Directors and SeniorManagement of the Company during the Financial Year ending 31st March 2020.
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto the 'Meetings of the Board of Directors' and 'General Meetings' respectively havebeen duly followed by the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There were no transactions of the Company of material nature with related parties thatmay have potential conflict with the interest of the Company at large and which fall underthe scope of Section 188(1] of the Companies Act 2013. However related party disclosureas required by AS-18 had been reported in the notes to the financial statements in thisreport. Policy on dealing with related party transactions is available on the website ofthe Company at www.stancap.co.in.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN OUTGO
The particulars under Section 134(3}(m] of the Companies Act 2013 read with Rule 8 ofthe Companies (Accounts] Rules 2014 with regard to conservation of energy and technologyabsorption are not applicable to your Company being a Non-banking finance company. Duringthe year under review there were no earnings or outgo in foreign exchange.
RISK MANAGEMENT POLICY- DEVELOPMENT AND 1MPEMENTAT10N
Your Company has been following the principle of risk minimization as a significantnorm in every industiy which has now become mandatory under Section 134(3] (n] of theCompanies Act 2013. The Board of Directors has adopted a Risk Management Policy whichemphasis on the risk assessment and minimization procedures steps for framingimplementing and monitoring the risk management plan for the company. The contents of thepolicy have been included in the "Management Discussion and Analysis" formingpart of this report.
COMPANY'S POLICY RELATING 10 DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
Pursuant to the provisions of Section 178 of the Companies Act 2013 and otherapplicable provisions if any the Board of Directors has on the recommendation of theNomination & Remuneration Committee framed a policy for selection and appointment ofDirectors Senior Management and their remuneration.TheRemunerationPolicyoftheCompany.inter-aliaincludestheaimsandobjectivesprinciplesofremunerationcriteriaforidentificationofBoardMembersandseniormanagement.
TheCriteriaforidentificationoftheBoardMembersincludingfordeterminingqualifi cationpositive attributes independence etc. are givenhereunder:
The Board Member shall possess appropriate skills qualification and experience.
Director should possess high level of personal and professional ethics andvalues. He should be abletomanagetheinterestsandconcernsoftheCompanyaswellastheshareholders.
Independent Director shall be a person with vast experience and expertise whofulfils the criteriaof independence under Section 149 of the Companies Act 2013 and couldcontribute to the growth oftheCompany.
The Director must be willing to devote sufficient time and energy to carry outhis duties and responsibilities effectively andproperly.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of its committees.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. GhanshyamPrasad Gupta Director of the Company would retire by rotation and being eligible offershimself for reappointment. His appointment will be considered at the ensuing AnnualGeneral Meeting.
Mr. Shyam Lal has been appointed as Company Secretary and Compliance Officer w.e.f. 27thApril 2019.
(a) Remunaration of the Directors/Key Managerial Personnel (KMP) and Particulars ofEmployees
The provisions of Rule 5(2) & 5(3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are not applicable as there are no such employee whowere drawing / in receipt of remuneration of prescribed amount during the period underreview.
The Company has One Executive Director Mr. Ghanshyam Prasad Gupta who is alsoManaging Director of the Company. No remuneration is paid to him.
The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of Directors / Key Managerial Personnel (KMP) and Employees of the Companyis furnished hereunder:
(i) the ratio of the remuneration of each Director to the median remuneration of theemployees oftheCompany for the financial year: NIL
(ii) the percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year: NIL
(iii) the percentage increase in median remuneration of employees of the financialyear: NIL
|Sr. No. ||Name ||Category ||Ratio/Time per median of employee remuneration ||% Increase in remuneration |
|1. ||Mr. Ghanshyam Prasad Gupta ||Managing Director ||NIL ||NIL |
|2. ||Mr. Kishore Kargeti ||Director ||NIL ||NIL |
|3. ||Ms. Arika Chopra Sarda ||Director ||NIL ||NIL |
|4. ||Mr. Deepak Kumar ||CFO ||321000 ||NIL |
|5. ||Mr. ShyamLal* ||CS ||233333 ||NIL |
*Appo nted w.e.f. 27.04.2019
(iv) the number of permanent employees on the rolls of Company. Five (5)
(v) Average percentile increases already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration. Nil
(vi) The remuneration paid to the Key Managerial Personnel (KMP) is in accordance withthe remuneration policy of the Company.
INTERNAL FINANCIAL CONTROLS WITH RBFKRKNCF TO FINANCIAL STATEMENTS
Internal Financial Controls are an integrated part of the risk management processaddressing financial and financial reporting risks. Your Company has adequate system ofInternal Controls with reference to financial statements.The Company believe that thesesystems provide reasonable assurance that Company's internal financial controls aredesigned effectively and are operating as intended. The detail of the adequacy of InternalFinancial Control forms a part of the Management Discussion and Analysis Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder SEB1 [Listing Obligations and Disclosure Requirements) Regulations 2015 ispresented in a separate section forming part of the Annual Report.
In terms of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the provision of Regulation 27 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are not applicable to the Company since thepaid up capital of the Company is below Rs. 10 Crores and also the net worth of theCompany is below Rs. 25 Crores.
Thus the Company is not required to attach the Corporate Governance report with theReport of the Board of Directors.
DETAILS OF SUBSIDIARIFS.IOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint Ventures and Associate Companies.
The Company's Equity Shares are listed at Bombay Stock Exchange Ltd. [BSE) Mumbai. Thelisting fee for the year the financial year 2019-20has been paid to BSE timely.
AUDITORS & AUDITOR'S REPORT
a) STATUTORY AUDITORS
At the 30th Annual General Meeting held on 30th September 2017M/s KrishanRakesh& Co. Chartered Accountants were appointed as Statutory Auditors ofthe Company for period of 5 years commencing from the conclusion of the 30UlAnnualGeneral Meeting of the Company till the conclusion of 3 5thAnnual GeneralMeeting.
b) INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Companies Act 2013 and Rules relatedthereto M/s. Batra Spara & Associates Chartered Accountants were appointed asInternal Auditors acts as the Internal Auditors of the Company and their report is dulyreviewed by the Audit Committee on quarterly basis.
c) SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies[Appointment and Remuneration of Managerial personnel) Rules 2014 the Company hasappointed M/s. A. K. Nandwani Associates Company Secretaries in Practice to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 isenclosed as a part of this report as "Annexure B''.
Statutory Auditor's and Secretarial Auditor's observations if any in their respectivereport[s) have been suitably explained by way of appropriate notes to accounts and alsoin the Directors' Report wherever necessaiy.
DETAIL OF FRAUD AS PER AUDITORS REPORT
There is no fraud in the company during the F.Y. ended 31st March 2020. This is alsobeing supported by the report of the auditors of the company as no fraud has been reportedin their audit report for the F.Y. ended 31st March 2020.
The Audit Committee of the Board has been duly constituted in accordance with theprovisions of Companies Act 2013 and the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015.
VIGIL MECHANISM - WHISTLE BLOWER POLICY
In terms of the provisions of the Companies Act 2013 and read with SEBI (ListingObligations and Disclosure Requirements) Regulations 2015the Company has established aVigil Mechanism and a Whistle-blower policy is in accordance with provisions of the Actand Listing Regulations. The Whistle Blower Policy duly approved by the Board of Directorshas been uploaded on the website of the Company viz. www.stancap-co.in.
CORPORATE SOCIAL RESPONSIBILITY
No disclosures on Corporate Social Responsibility are required as provision underSection 135 of the Companies Act 2013 and Rules made there under are notapplicable to theCompany.
SEXUAL HARASSMENT QE WOMEN.AT WORKPLACE
There were no incidences of sexual harassment reported during the year under review interms of the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
MAINTENANCE OF COST RECORDS
The provisions related to maintenance of cost records as specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act 2013 arenotapplicable to the Company.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Companies Act 2013.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme ESOS.
4. Provision of money by Company for purchase of its own shares by employees or bytrustees for the benefit of employees.
5. Bonus Shares.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the Banks Government authorities customers and members duringthe year under review.
|Date: 07.12.2020 ||By order of the Board |
|Place: New Delhi || |
| ||Ghanshyam Prasad Gupta |
| ||[Managing Director] |
| ||DIN:00287019 |
| ||Address: 14 Shakti Apartment |
| ||Ashok Vihar Phase-Ill Delhi 110052 |