Your Directors have pleasure in presenting their 38th Audited Annual Report togetherwith the Audited Accounts of the Company for the Year ended March 31 2019.
1. FINANCIAL RESULTS:
|Particulars || |
| ||March 31 2019 ||March 31 2018 |
|Total Income ||82.45 ||796.06 |
|Total Expenses ||67.44 ||777.67 |
|Profit before Depreciation Finance Cost & Taxation ||15.01 ||18.39 |
|Less: Depreciation ||0.38 ||0.54 |
|Profit before Tax ||14.63 ||17.85 |
|Less: Current Tax ||3.83 ||4.63 |
|Less: Deferred Tax ||(0.03) ||(0.03) |
|Profit / Loss for the year ||10.82 ||13.25 |
|Total Comprehensive Income ||10.82 ||13.25 |
|Add: Balance of Retained Earnings brought forward from previous year ||7.57 ||3.85 |
|Less: Transfer to Reserve ||2.16 ||2.65 |
|Less: Dividend pay-out including Tax on Dividend ||6.88 ||6.88 |
|Balance of Retained Earnings carried to Balance sheet ||9.35 ||7.57 |
Note: The above figures are extracted from the Standalone Financial Statements as perthe Indian Accounting Standards (Ind AS).
The Board of Directors are pleased to recommend the Final Dividend @ Rs. 0.10/- on perEquity Shares which shall be subject to approval and declaration at the 38th Annualgeneral Meeting of the Company to be held on the 30th September 2019.
TRANSFER TO RESERVE:
The Company proposes to transfer an amount of Rs. 2.16 Lac to the Reserve. An amount ofRs. 1.77 Lac is proposed to be retained in the Statement of Profit and Loss.
Your Company experienced a continued growth resulting an uplift to the Revenue fromOperation (Gross) that stood at ^82.41 Lac (approx.) for the financial year 2018-19 ascompared to Rs. 795.80 Lac (approx.) for the financial year 2017-18.
On account of such your Company was able to generate lower Profit (net of Tax) of Rs.10.82 Lac (approx.) for this financial year indicating a downfall by 18.29% (approx.) ofthe Profit margin as compared to previous financial year.
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this report and there has been nochange in the nature of business.
MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
The Management Discussion and Analysis Report forms an integral part of this Report andgives details of the overall Industry Trends and Developments Opportunities and ThreatsRisk and Concern Company's Oudook and Company's Internal Control and System during theFinancial Year 2018-19 is annexed as "Annexure-1" forming part of this Report.
The Company is engaged in the business of providing Non-Banking Financial Services forwhich a continuous demand in the domestic market exists. Considering the present marketscenario and overall economy of the domestic market your Company is expecting asubstantial higher demand in the domestic market during the next couple of years that willeventually pave the scope of business for your Company in the existing market and providethe opportunity in terms of an expanded and higher standard for the business operation ofthe Company in the near future.
The Issued Subscribed and Paid-up Equity Share Capital of the Company as on March 312019 stood at U572.175 Lakhs comprising of 5721750 Equity Shares of Rs. 10/- each.During the financial year under review there was no alteration to the Issued and Paid-UpEquity Share Capital neither in form of addition reduction nor by any other means. Hencethe Paid-up Equity Share Capital remained same compared to March 31 2018.
Your company continues to focus on judicious management of its working capitalreceivables inventories and other working capital parameters were kept under strict checkthrough continuous monitoring.
Apart from that during the financial year under review your Company has not issuedany security and/or debt instrument in any manner to raise any fund.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:
During the year under review there were no significant or material order passed by theany Regulators or Courts or Tribunals impacting the going concern status and the Company'soperations in future.
INTERNAL FINANCIAL CONTROL:
Your Company has a proper and adequate system of Internal Financial Control in order tobe commensurate with the size scale and nature of the operations of the Company. Thesystem is designed to adequately ensure that financial and other records are reliable forpreparing financial information and other data and for maintaining accountability ofassets.
The Internal Auditor of the Company monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with accounting procedures andpolicies of the Company. The main thrust of internal audit is to test and review controlsappraisal of risks and business processes besides benchmarking controls with bestpractices in the industry. The Report is presented before the Audit Committee for reviewat regular intervals.
DETAILS OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:
The Company has no any subsidiary associates or joint ventures as on 31st March 2019.
REPORT ON THE CORPORATE GOVERNANCE:
The Company is committed in maintaining the highest standards of Corporate Governanceand adheres to the stipulations prescribed set out under SEBI (Listing Obligations andDisclosures Requirements) Regulation 2015.
The Company has obtained a Certificate from M/s G C Bafna & Co CharteredAccountants the Statutory Auditor of the Company regarding compliance of CorporateGovernance under Regulation 27 of (Listing Obligations & Disclosure Requirements)Regulations 2015.
A Report on Corporate Governance in compliance with the Regulation 34 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 for the year underreview together with the Auditors' Certificate thereon is annexed as"Annexure-2" forming part of this Report.
MEETINGS OF THE BOARD OF DIRECTORS:
The Notices and Agenda of the Meetings of Board of Directors held during the financialyear under review were prepared and circulated to all the Directors. The details of whichare given in the Corporate Governance Report in "Annexure-2'. The intervening gapbetween the Meetings was within the limit as prescribed under the Companies Act 2013.
MEETING OF INDEPENDENT DIRECTORS:
The Independent Directors of your Company met once during the year without the presenceof any Executive Directors and Management Executives.
The Independent Directors met on that Meeting to take note of the following activities:
DECLARATION BY INDEPENDENT DIRECTORS:
Your Company has 2 (two) Independent Directors as on 31st March 2019 namely Mr. GouravGoel and Ms. Tapashi Naha Roy who have duly submitted the declaration of independence asrequired pursuant to section 149(7) of the Companies Act 2013 stating that they meet thecriteria of independence as provided in sub-section (6) of the Companies Act 2013 andRules made thereunder.
DETAILS OF BOARD COMMITTEE:
There are 3 Board Committees as on 31st March 2019 viz. Audit Committee Nomination andRemuneration Committee and Stakeholders Relationship Committee. The details ofcomposition terms of reference and meetings held and attended by the Committee members ofAudit Committee Nomination and Remuneration Committee and Stakeholders' RelationshipCommittee are provided in the Corporate Governance Report annexed as"Annexure-2".
The Company has established a Vigil Mechanism in compliance with the requirement ofprovisions of Section 177(9) of the Companies Act 2013 and Regulation 22 of theRegulation for the Directors and employees to report genuine concerns and grievances.This mechanism provides adequate safeguards against victimisation of employees anddirectors and also provide for direct access to the Chairperson of the Audit Committee inappropriate or exceptional cases. The said Policy is available at the Company's websiteand can be accessed through a web-link i.e.
FORMAL ANNUAL EVALUATION AND ITS CRITERIA:
The Nomination and Remuneration Committee of the Board has formulated and laid downcriteria for annual evaluation of Directors pursuant to provisions of Section 178 of theCompanies Act 2013 and Listing Regulations and as per requirements of Section 134 of theAct the manner of evaluation is disclosed below
A. The Board shall evaluate the roles functions duties of the Independent Directors(IDs) of the Company. Each ID shall be evaluated by all other Directors except by theDirector being evaluated. The Board shall also review the manner in which IDs followguidelines of professional conduct as specified in Schedule IV to the Act. The adherenceof Section 149 and aforesaid Schedule IV by the IDs shall also be reviewed by the Board.
B. Performance review of all the Non-Independent Directors of the Company on the basisof the activities undertaken by them expectations of Board and level of participation.
C. Performance review of Chairman of the Company in terms of the level of competence ofChairman in steering the Company.
D. The review and assessment of the flow of information by the Company to the Board andthe manner in which deliberations take place the manner of placing Agenda and contentstherein.
E. The review of the performance of Directors individually its own performance as wellas evaluation of working of its Committees shall be carried out by the Board.
F. On the basis of performance evaluation it shall be determined by the Nomination& Remuneration Committee and Board whether to extend or continue the term ofappointment of ID subject to all other applicable compliances. Further in terms of therequirements of the Act and the Listing Regulations the Board had carried out an annualevaluation of its own performance the performance of Directors individually as well asevaluation of the performance and working of its Committees at its meeting based on thecriteria formulated by the Nomination & Remuneration Committee.
Meeting of Independent Directors: The Independent Directors of the Company held aseparate meeting without the attendance of Non-Independent Directors and members of themanagement for evaluation of the performance of Non-Independent Directors the Board as awhole and Chairman of the Company and for consideration of such other matters as requiredunder the provisions of the Act.
CORPORATE SOCIAL RESPONSIBILITY:
Due to the non-applicability of the conditions for constituting the Corporate SocialResponsibility Committee such committee has not been formed by the company. The companyis under obligation to spend any amount on the matter.
The statement pertaining to particulars of employees including their remuneration asrequired to be reported under the provisions of Section 197(12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 (including any statutory modification(s) or re-enactment(s) thereoffor the time being in force) (the Rules) are provided in "Annexure-3" to thisReport.
However as per the provisions of Section 136 of the Act the Reports and Accounts forthe Financial Year 2018-19 are being sent to the Members and other entitled theretoexcluding this statement. This statement is available for inspection by the Members at theRegistered Office of the Company during business hours on working days of the Company.
If any Member is interested in obtaining a copy thereof such Member may write to theCompany Secretary in this regard. The disclosures pertaining to the remuneration ofDirectors KMPs and employees as required under Section 197(12) of the Act read with Rule5(1) of the Rules are provided in "Annexure-3" to this Report.
Pursuant to the provisions of Sec 139 of the Companies Act 2013 and the rules madethere under M/s G. C. Bafna & Co Chartered Accountants (Firm Registration No.319104E) has been appointed as the Statutory Auditor of the Company to hold office fromthe conclusion of the 36th Annual General Meeting till the conclusion of the 41st AnnualGeneral Meeting of the Company.
During the year under review the Auditor has not reported any matter under Section143(12) of the Act therefore no detail is required to be disclosed under Section134(3)(ca) of the Act.
The observation made in the Auditors' Report read together with relevant notes thereonare self-explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors had appointed M/s. Kanchan Maheswari (Membership No: 55837) a practicingCompany Secretary as the Secretarial Auditor of the company for conducting secretarialaudit work for the financial year 2018-19.
Secretarial Audit Report for the year 2018-19 as issued in the prescribed form MR-3 isannexed herewith as "Annexure-4".
The said Secretarial Audit Report does not contain any qualification reservation oradverse remark.
In terms of the provisions of Section 138 of the Companies Act 2013 M/s. Santinath& Associates (FRN: 322317E) an Independent Firm of Chartered Accountants wereappointed as the Internal Auditor of the Company for the Financial Year 201819. The AuditCommittee in consultation with the Internal Auditor formulated the scope functioningperiodicity and methodology for conducting the Internal Audit. The Audit Committeeinter-alia reviews Internal Audit Report.
The Board has re-appointed M/s. Santinath & Associates as Internal Auditor for theFinancial Year 2019-20 under the provisions of Section 138 of the Companies Act 2013.
During the Financial Year 2018-19 your Company has not accepted any deposit within themeaning of Sections 73 and 76 of the Act read together with the Companies (Acceptance ofDeposits) Rules 2014.
PARTICULARS OF LOANS INVESTMENTS GUARANTEES & SECURITIES:
Your Company is Non-Banking Financial company registered with RBI in this behalfengaged in the business of financing of Companies.
The company during the financial year under review has not given any loans / givenguarantees / provided Securities or made Investments which attracts the requirements ofsection 186 of the Companies Act 2013.
Your Company's Equity Shares are available for dematerialization through NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL). As on March 31 2019 99.55 % of Equity Shares of your Company were held indematerialized form.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) of the Act and Rule 12(1) of the Companies (Management andAdministration) Rules 2014 an extract of annual return as on the Financial Year ended 31March 2019 in Form MGT 9 is annexed to this Report as "Annexure-5"
DISCLOSURE UNDER SEXUAL HARRASMENTOF WOMAN AT WORKPLACE (PREVETION PROHIBITION ANDREDRESSAL) ACT 2013:
This issue didn't arise.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
Your Company has not entered into such transactions as defined under section 188 of theCompanies Act 2013 with any of the Related Parties during the financial year underreview. Eventually There are no materially significant related party transactions enteredinto by the Company during that period.
RISK MANAGEMENT POLICY:
As of now your company has not identified any element of risk which may threaten theexistence of the company. Therefore having regard to the requirement of section 134(3)(n)of the Companies Act 2013 and & non-applicability of Regulation 21 of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 your Company has neitherformulated any risk management policy nor has constituted a Risk Management Committee.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &OUTGO:
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are not applicable to thecompany.
The company has not carried out any R&D activities also.
1. Conservation of Energy: Nil
2. Technology Absorption & Adoption: Nil
3. Foreign Exchange Earning & Outflow: Nil
Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous cooperation and assistance. YourDirectors also acknowledges gratefully to the shareholders for their support andconfidence reposed on your Company.
| ||For and on behalf of the Board of Directors |
|Place: Kolkata ||Mr Subhadeep Mukherjee |
|Date: 28th day of May 2019 ||Chairman |