Your directors are pleased to present the 35th Annual Report on the business of the Company and the Audited Financial Statement for the year ended 31st March 2019.
HIGHLIGHTS OF PERFORMANCE:
Following figures summarize the financial performance of the Company for the year 2018-2019
|(Rs. In Lakhs)|
|Particulars||For the year ended 31.3.2019||For the year ended 31.3.2018|
|Revenue from Operations||837.31||NIL|
|Profit/Loss before Finance Costs||1.86||-|
|(Less) : Depreciation & Taxes||-||-|
|(Less) : Finance Costs||(0.01)||-|
|(Less) : Depreciation||-||-|
|(Less) : Taxes||-||-|
|Net Profit (Loss) for the year||1.85||(0.92)|
|Balance of Profit/Loss for Earlier year||(841.34)||(840.42)|
|(Less) : Transfer to Reserve||-||-|
|Balance carried forward||(839.49)||(841.34)|
Your directors are pleased to inform you that your Company is being revived during 2018-19. Your Company has generated Gross revenue of Rs. 8.53 Cr. in the year 2018-19 in comparison to Rs. 0.09 Cr. in the year 2017-18.
In view of carried forward loss your directors do not recommend any Dividend for the year under review.
APPROPRATION OF RESERVES
The Company is not required to transfer any amount to reserve. No amount is transferred to any reserve. in view of smallness of profit.
There have been no changes in the share capital during the year under review.
Paid up Equity Share Capital as on 31st March 2019 was Rs.653.76 lakhs. During the year under review the Company has neither issued shares with differential voting rights nor issued sweat equity or granted stock options.
COMPANY'S PERFORMANCE/STATE OF COMPANY'S AFFAIRS
Current Net Worth of the company is negative Rs. 68 lacs only which Director are confident to make it positive. Promoters have in principle agreed to subscribe to 15 lakhs Equity Shares of F.V. of Rs. 10 each by way of private placement to revive the Company. They have given interest free loan of Rs. 100 lacs. After the proposed private placement the Company will have sufficient capital to carry on non-NBFI business of Investments Arbitrage Securities trading Dealing in stressed assets and legal & Investment consultancy. All these areas of business have great potential. PAT is Rs. 1.85 lakhs as compared to loss of Rs. 0.92 lakhs previous year. Derivatives accounting is done as per intimation by NSE/Broker. During the year Company has written back securities of Rs. 9.25 lakhs receivable from Investor Education and Protection Fund on Accrual basis.
The Company has ceased to be an NBFC. It has voluntarily surrendered the COR to RBI on 3rd April 2018. The company has not done any NBFC business during the year. Leasing and Hire purchase is not the core business of the company. Income from operations have increased manifold. The Company is a going concern and has become profitable.
The Company has no subsidiary company as on March 31 2019. There are no associate companies within the meaning of Section 2(6) of the Companies Act 2013 (Act)
DIRECTORS' RESPONSIBILITY STATEMENT
a) That in the preparation of the annual financial statements for the year ended March 31 2019 the applicable accounting standards as advised by the auditors have been followed along with proper explanation relating to material departures if any;
b) That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31 2019 and of the Profit and Loss of the Company for the year ended on that date;
c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) That the annual financial statements have been prepared on a going concern basis and applying IND AS.
e) Those proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
f) Those systems to ensure compliances with the provisions of all applicable laws were in place and were adequate and operating effectively.
OPERATIONS FUTURE PLAN & CHANGE OF BUSINESS
The Company has been doing necessary compliances. During the year no NBFI Business was carried out. Equity Shares of the Company is listed on BSE under Code No. 508963. The core business activity of the company is changed.
The Board has decided not to pursue reduction of equity share capital in the interest of public shareholders. The proposed Rights Issue is cancelled and Rs. 150 lakhs are being raised from Promoters on private placement.
Core Business of the Company is as under:
a. The Company will utilize the experience of Promoters/Directors in financial technology for Legal & Investment advisory.
Dealing in Securities & stressed assets.
b. At present the focus is to do proprietary investment trading as the Directors have experience of the Securities Market.
The Company is on the lookout for buying stressed assets from banks & institutions and adding value to those assets by stabilizing their titles business operation/Asset & Liabilities and sale them after adding value.
c. Legal and Investment Consultancy.
Your Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules 2014.
DETAILS OF DIRECTORS OR KMP WHI WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR:
1. Ms Savita Dunagaram Kumawat (DIN No. 08295644) is appointed as Independent Director of the Company w.e.f. 03-12-2018.
2. During the year under review the Company has appointed as Key Managerial Personnel Ms. Rich Sharma as Company Secretary (ICSI Membership No. F-7624) w.e.f. 03-12-2018
BOARD MEETING HELD DURING THE YEAR.
Ten Meetings of Board of Director were held during the year on 05/04/2018 29/05/2018 10/08/2018 12/09/2018 25/09/2018 26/10/2018 03/12/2018 & 29/01/2018. For details of meetings of the Board please refer to the Corporate Governance Report which forms part of the Board's Report.
The Board of Directors has carried out an Annual Evaluation of its own performance Board Committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (SEBI) under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. (`The history Regulations') The performance of the Board were evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure effectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees effectiveness of committee meetings etc. The Board and the Nomination and Remuneration Committee) reviewed the performance of the individual directors on the basis of the criteria such as contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in meetings etc. In addition the Chairman was also evaluated on the key aspects of his role. Independent Director reviewed performance of non-independent directors and the performance of the board as a whole and performance of the Chairman taking into account the views of the same was discussed in the board meeting that followed after the review.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on Directors' Appointment and Remuneration and other matters provided in Section 178(3) of the Act has been stated in the Corporate Governance Report which forms part of the Board's Report.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis which forms part of this report.
Company's relations with the employee continued to be harmonious and cordial during the year under review.
(1) Statutory Auditors:
In terms of the first proviso to Section 139 of the Companies Act 2013 the appointment of the auditors is done at Annual General Meeting.
(2) Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Company appointed SAT & Associates as Secretarial Auditor (CP No. 11978) to undertake the Secretarial Audit of the Company for the year ended March 31 2019. The Secretarial Audit Report is annexed herewith. The Secretarial Audit Report for the financial year ended March 31 2019 contains observations. Directors' reply on the Auditors comment is as follow: Explanation for observations:- Due to financial constraints Company had not released certain advertisement in the newspaper which will be released in the future. The Company provide for retirement benefits on cash basis as No. of employees are less.
OPPORTUNITIES THREATS RISK AND CONCERNS
There are good opportunities in operations of the core business activities of dealing in Securities and stressed Assets; However Dealing in securities and specially in Derivatives carries high risk. The Company is also in need of more funds to deal in stressed Assets.
SEGMENT WISE PERFORMANCE
The Company doesn't have any functional segment right now.
A summary of the financial performance vis--vis operational performance is disclosed in Board's Report.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
The Company has adequate internal control systems including suitable monitoring procedure commensurate with its size and the nature of the business. The internal control systems provide for all documented policies guidelines authorization and approval procedures. The statutory auditors while conducting the statutory audit review and evaluate the internal controls and their observations are discussed with the Audit committee of the Board.
Statements in the Management Discussion and Analysis describing the Company's objectives projections estimates expectations may be 'forward looking statements' within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include financial position of the company economic conditions affecting demand / supply price conditions in the domestic and overseas market in which the company operates changes in the government regulations tax laws and other statutes.
AUDIT COMMITTEE & NOMINATION AND REMUNERATION COMMITTEE:
The details pertaining to composition of audit committee & Nomination and Remuneration Committee are included in the Corporate Governance Report which forms part of this report.
The Board of the Company has formed a Risk Management Committee. The Committee is responsible for reviewing implementing and monitoring the risk management plan and ensuring its effectiveness. Details of the internal controls system are given in the Management Discussion and Analysis Report which forms part of the Directors' Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS.
The Company has not provided any loans and not given any guarantees nor provided securities to any of the entities or made investments pursuant to Section 186 of the Companies Act 2013 during the year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES.
Particulars of contract or arrangement with related parties as referred in sec 188 (1) of Companies Act 2013 in prescribed form AOC-2 is appended to Board Report.
The Company does not fall in any of the criteria as set out in Section 135(1) of the Act and accordingly Company is not required to comply with the same in respect of Corporate Social Responsibility.
POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE.
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules there under. The Policy aims to provide protection to employee at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto with the objective of providing a sage working environment where employees feel secure. The Company has also constituted an Internal Complaints Committee headed by Women Director known as the Prevention of Sexual Harassment (POSH) Committee to inquire into complaints of sexual harassment if any and recommend appropriate actions.
The Company has not received any complaint of sexual harassment during the financial year 2018-2019.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has adopted a Vigil Mechanism /Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.
SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS:
No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company as well as operation of the Company in future. Bombay Stock Exchange had appointed forensic auditor to verify the revival of the Company. They have clearly indicated that there is no misuse or diversion of funds.
PARTICULARS OF EMPLOYEES AND REMUNERATION:
Pursuant to the Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules no employee of the Company was paid remuneration exceeding the prescribed limits during the Financial year 2018-19.
EXTRACT OF ANNUAL RETURN AS PER SECTION 92 (3) OF COMPANIES ACT 2013:
The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure -III.
A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149:
In accordance with requirements of Section 149(6) and (7) of the Companies Act 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 all the independent director has given declarations of independence in the first board meeting of the current financial year.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND BALANCE SHEET DATE:
There are no material changes and commitments that would affect financial position of the company from the end of the financial year of the company to which the financial statements relate and the date of the directors report.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
A) Conservation of Energy:
Your Company is serious in conserving energy by reducing consumption of power in the offices has not made any capital investment.
B) Technology absorption:
Your Company has taken new initiative towards Investment technology for absorption which are developed in house and therefore not made any expenditure on research and development.
C) Foreign Exchange earnings and outgo:
There is no inflow or out flow of Foreign exchange during the year.
D) The change in nature of business:
There is change in nature business of the company during the year under review as stated above.
STATEMENT OF COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS
In terms of clause no. 9 of Revised SS-1 (Revised Secretarial Standards on meeting of Board of Directors effective from 20/01/2017) your directors state that the Company is compliant of applicable Secretarial Standards during the year review.
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from all the stakeholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives staff and workers.
|For and on behalf of the Board of Directors|
|Place: Mumbai||DHIREN MEHTA|
|Dated: 05-09-2019 `||CHAIRMAN|