To the Members
Your Directors are pleased to present the 30th Annual Report together withthe Audited Financial Statements of Accounts and Auditor's Report for the year ended 31stMarch 2017.
The summarized financial performance of the Company during the year under review is asunder:
| ||(Rs.in Lakhs) |
| ||31.03.2017 ||31.03.2016 |
|Revenue from Operations: ||103.88 ||26.47 |
|Other Income: ||0.07 ||0.11 |
|Total Revenue: ||103.95 ||26.58 |
|Total Expenditure: ||97.03 ||20.75 |
|Profit before Exceptional Items and Tax: ||6.92 ||5.83 |
|Tax Expenses: ||2.41 ||2.13 |
|Profit after Tax: ||4.51 ||3.70 |
|Earning Per Share (In Rupees): ||0.11 ||0.09 |
In view of the brought forward losses 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. 103.88 Lacs for the yearended 31st March 2017 as against Rs. 26.47/- Lacs for the year ended 31stMarch 2016. Net profit after tax for the year under review was Rs. 4.51 lakhs against theprofits of Rs. 3.70 lakhs in 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.
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"
MEETINGS OF THE BOARD
During the year Six (6) Board Meetings were held on 30/05/2016 13/08/201605/09/2016 14/11/2016 26/12/2016 14/02/2017 and the same were convened and held inCompliance with the provisions of the law. The details of the Board Meetings are given inthe Corporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
As required in terms of Section 134(5) of the Companies Act 2013 your Directors wishto state 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 fair view of the state of affairs of the Company as at 31stMarch 2017 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 goingconcern' 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.
DECALARATION BY INDEPENDENT DIRECTORS
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 SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
NOMINATION AND REMUNERATION POLICY
Pursuant to the provisions of Section 178 of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board of Directors has onthe recommendation of the Nomination & Remuneration Committee framed a policy forselection and appointment of Directors Senior Management and their remuneration. TheRemuneration Policy of the Company inter-alia includes the aims and objectivesprinciples of remuneration criteria for identification of Board Members and seniormanagement has been adopted by the board and is being followed completely.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
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.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 IMPEMENTATION
Your Company has been following the principle of risk minimization as a significantnorm in every industry 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.
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. The manner in which the evaluation has been carried out isexplained in the Corporate Governance Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. NarenderKumar Arora Director of the Company would retire by rotation and being eligible offershimself for re-appointment. His appointment will be considered at the ensuing AnnualGeneral Meeting.
During the Year Mr. Durga Prasad Sharma and Mr. Vijay Sehgal were resigned from theBoard with effect from 13th August 2016 due to personal preoccupation and Mr.Kapoor Chand Gupta had resigned from the Board with effect from 26th December2016. The Board expressed appreciation for the services rendered by him during theirrespective tenure with the Company.
Mr. Ghanshyam Prashad Gupta (DIN: 00287019) was appointed as an Additional IndependentDirector on the Board of the Company with effect from 12.05.2017 to hold office upto thedate of the Annual General Meeting. As per Section 152 of the Companies Act 2013 at leasttwo third of the Board of Director ("the Board") of the company shall be liableto retire by rotation. Section 149 of the Companies Act 2013 makes independent directorout of the purview of directors who are liable to retire by rotation. Further the Board ofDirector of the Company proposed to appoint Mr. Ghanshyam Prashad Gupta (DIN: 00287019) asManaging Director so as whose period of office shall liable to determination byretirement of directors by rotation w.e.f. September 30 2017. The Board of Director ofthe Company recommend to regularise the appointment of Mr. Ghanshyam Prashad Gupta (DIN:00287019) as Non Independent Director.
During the Year Ms. Arika Chopra was appointed as an Independent Director of theCompany at the Annual General Meeting held on 30th September 2016
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under Section149(6) of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and there has been no change in the circumstances whichmay affect their status as Independent Director during the year.
Mr. Ghanshyam Prashad Gupta (DIN: 00287019) was appointed as Independent Director bythe Board but now the Board has proposed to appoint him as Managing Director. ThereforeMr. Ghanshyam Prashad Gupta (DIN: 00287019) not be included in category of IndependentDirector from the date of his appointment as Managing Director. He has already informedthe Company to that effect.
During the year the Non-Executive Independent Directors of the Company had nopecuniary relationship or transactions with the Company.
(b) Remuneration 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. Narender K. Arora who is also ManagingDirector 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 of the Company for the financial year &
(ii) the percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year.
(iii) the percentage increase in median remuneration of employees of the financialyear.
|Sr. No. ||Name ||Category ||Ratio/Time per median of employee remuneration ||% Increase in remuneration |
|1. ||Mr. Narender K. Arora ||Managing Director ||NIL ||NIL |
|2. ||Ms. Neelam Dhingra ||Director ||NIL ||NIL |
|3. ||Mr. Ghanshyam Prashad Gupta ||Director ||NIL ||NIL |
|4. ||Ms. Arika Chopra ||Director ||NIL ||NIL |
|5. ||Mr. Anil Arora ||CFO ||NIL ||NIL |
(iv) the number of permanent employees on the rolls of Company. Two (2)
(v) Average percentile increase 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.
(vi) The remuneration paid to the Key Managerial Personnel (KMP) is in accordance withthe remuneration policy of the Company.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS
Your Company has adequate system of Internal Controls with reference to financialstatements. The detail of the adequacy of Internal Financial Control forms a part of theManagement Discussion and Analysis Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ispresented in a separate section forming part of the Annual Report.
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The Company has alsoimplemented several best Corporate Governance practices as prevalent in the industry. Thereport on Corporate Governance as stipulated under the Listing Regulation 2015 forms anintegral part of this Report. The requisite certificate from the Practicing Charteredconfirming compliance with the conditions of Corporate Governance is attached to thereport on Corporate Governance.
DETAILS OF SUBSIDIARIESJOINT VENTURES AND ASSOCIATE COMPANIES
The company has Two (2) Subsidiaries as on date
|S. No ||Name of the Company ||Relationship ||Shareholding (No. of Shares) |
|1. ||Epibo Technologies India Pvt. Ltd. ||Wholly owned Subsidiaries ||10000 |
|2. ||AJNR Trading Enterprises Limited ||Wholly owned Subsidiaries ||75000 |
This disclosure of Particulars with respect to information related to performance &Financial Position of Subsidiary Company Subject to Rule 8 (1) of Companies (Accounts)Rules 2014 shall be disclosed in Form No. AOC-1 is attached as 'Annexure B''
STATEMENT PURSUANT TO LISTING AGREEMENT
The Company's Equity Shares are listed at Bombay Stock Exchange Ltd. (BSE) Mumbai. Thelisting fee for the year the financial year 2017-18 has been paid to BSE timely.
AUDITORS & AUDITOR'S REPORT
a) STATUTORY AUDITORS
M/s. Tiwari and Associates Chartered Accountants Statutory Auditors of the Companyhold office till the conclusion 30th Annual General Meeting of the Company. TheBoard has recommended the appointment of M/s Krishan Rakesh & Co. CharteredAccountants as Statutory Auditors of the Company for period commencing from the conclusionof this Annual General Meeting of the Company till the conclusion of Sixth Annual GeneralMeeting from hereof. The proposed Auditor have given their written consent for appointmentand a certificate that the appointment if made shall be in accordance with theconditions as prescribed under the provisions of the Companies Act 2013.
b) INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Companies Act 2013 and Rules relatedthereto M/s. Batra Sapra & Company Chartered Accountants New Delhi acts as theInternal Auditors of the Company and their report is duly reviewed by the Audit Committeeon 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 C".
Statutory Auditor's and Secretarial Auditor's observations if any in their respectivereport(s) have been suitably
The composition of the committee consists of Ms. Neelam Dhingra as its Chairman Mr.Narender K Arora and Ms. Arika Chopra as its members. The functions of the Audit Committeeare mentioned in the Corporate Governance Report.
VIGIL MECHANISM - WHISTLE BLOWER POLICY
In terms of the provisions of the Companies Act 2013 and read SEBI (ListingObligations and Disclosure Requirements) Regulations 2015The whistle blower policy is inplace and is being adhered The Whistle Blower Policy duly approved by the Board ofDirectors has been uploaded on the website of the Company viz. www.stancap.in.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act 2013 and pursuant to SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board of Directors hasformulated a Policy on Related Party Transaction
Policy which is also available on Company's website viz. www.stancap.in. All RelatedParty Transactions are placed before the Audit Committee for review and approval. None ofthe Directors has any pecuniary relationships or transactions with the Company during theyear under review. All Related Party Transactions entered during the year were in OrdinaryCourse of the Business and on Arm's Length basis. There were no materially significant
Related Party Transactions entered into by the Company during the year under review.
CORPORATE SOCIAL RESPONSIBILITY
No disclosures on Corporate Social Responsibility are required as provision underSection 135 of the Companies Act 2013 and Rules made thereunder are not applicable to theCompany.
SEXUAL HARASSMENT OF 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.
Directors state that no disclosure or reporting is required in respect of the followingitems 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. Issueof equity shares with differential rights as to dividend voting or otherwise. 3. Issue ofshares (including sweat equity shares) to employees of the Company under any 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
6. Significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company operations in future. 7. Materialchanges and commitments affecting the financial position of the Company occurred betweenthe end of the financial year of the Company to which the financial statements relate andthe date of the report.
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. Your Directors also wish to place on record their deep sense ofappreciation for the committed services by the Company's executives staff and workers.
| ||By order of the Board |
| ||Sd/- |
| ||Managing Director |
| ||DIN: 00287019 |
| ||Ghanshyam Prasad Gupta |
|Place: New Delhi ||Address: 14 Shakti Apartment |
|Dated: 5th September 2017 ||Ashok Vihar Phase-III Delhi 110052 |