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VLS Finance Ltd.

BSE: 511333 Sector: Financials
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OPEN 76.35
VOLUME 17011
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P/E 14.58
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OPEN 76.35
CLOSE 75.35
VOLUME 17011
52-Week high
52-Week low
P/E 14.58
Mkt Cap.(Rs cr) 287
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

VLS Finance Ltd. (VLSFINANCE) - Director Report

Company director report

Your Directors are pleased to present the 30th Annual Report of the Companytogether with the Audited Annual Accounts for the year ended 31st March 2017.

1. Financial Results

For the year ended For the year ended
31st March 2017 31st March 2016*
Gross Receipts 269227.74 191660.62
Profit before Interest & Depreciation 6269.12 1036.81
Less: Interest & Finance Charges 12.52 195.79
Profit before Depreciation 6256.61 841.02
Less: Depreciation 35.53 44.96
Profit before exceptional & extraordinary
items & Tax 6221.08 796.06
Less: Provision for diminution of
value of assets (net) 1150.00 0.00
Profit before Tax 5071.08 796.06
Less : Provision for Taxation/(Credits) 1321.49 94.08
Profit after Tax 3749.59 701.98
Surplus brought forward from
previous year 5146.23 4444.25
Less: i) Proposed dividend on
Equity Shares 386.62 0.00
ii) Dividend distribution tax 78.71 0.00
Available for Appropriation 8430.49 5146.23
To General Reserve 0.00 0.00
Surplus c/f 8430.49 5146.23

* (Figures have been regrouped/recast to conform to current year's methodology)

2. Management Discussion and Analysis Financial Review

During the year under review profit before tax was Rs.5071.08 Lakhs as compared to Rs.796.06 Lakhs for the previous year and profit after tax was also higher at Rs. 3749.59Lakhs as compared to Rs. 701.98 Lakhs during the previous year.

Industry Structure and Development

The global economy growth according to International Monetary fund estimation is now at3.1 percent and growth of emerging market and developing economies is estimated to be 3.6percent with aggregate demand and private consumption seeing slow upward movement in thecurrent financial year. The financial markets have been relatively stable as compared tolast year. A Crisil Limited's report pegs Indian economy to grow at 7.9 percent for thecurrent financial year. However increasing divergence in monetary policies and volatilityof capital flows coupled with foreign economic decisions viz. Brexit United States tradeagreement re-negotiations etc. paints an uncertain and exciting time ahead for oureconomy though the implementation of the Goods and Services Tax would supportcompetitiveness investment and economic growth.

The growth prospects of the Emerging Asian economies (Southeast Asia China and India)are expected to remain robust over the medium term amid global economic uncertainty. TheAsian region is expected to grow at 6.4% percent in 2017–2018.

Outlook Risks and Concerns

The country's equity markets remains favorable for both global and domestic investors.The underlying strength of Indian consumption and demand continues to remain healthy. Theperformance of your Company is closely linked to those of the stock markets. The growthtendencies for 2017-2018 are expected to be mostly reflective of the developments in theseareas. Your Company has been making use of available opportunities in the capital marketsfor its operations keeping in view its business objectives.

Our approach to risk management is based on our extensive experience and well placedrisk management framework. The Company is exposed to normal industry risks such as creditinterest rate economic currency political market and operational risks. The Companyviews risk management as integral to its business for creating and maintaining bestpractices in business operations and administration.

Opportunities and Threats

The relaxation of foreign investment rules has received a positive response from thefinancial sector. The Company is looking forward to grasp the available opportunities. TheCompany will also focus on permitted avenues as a member of the Stock Exchange includingcorporate advisory and other related services. The uncertain state of the global economyhowever remains a cause of concern.

Adequacy of Internal Financial Control Systems

The management in consultation with Internal Auditors monitor and evaluate the efficacyand adequacy of internal financial control systems in the Company its compliance withoperating systems accounting procedures and policies at all levels of the Company and itssubsidiaries. The audit observations and the corrective actions thereon are presented tothe Audit Committee of the Board. The control framework is established and maintained bythe Company. The observations by the internal and statutory auditors are perused by theManagement the Audit committee as well as the Board for proper implementation. TheCompany's internal financial controls have been found to be adequate and effective.

Segment wise Performance

Accounting Standard (AS-17) relating to "Segment Reporting" has been compliedwith. The gross operating income and profit from the other segment is below the normsprescribed in AS-17 hence separate disclosure has not been made.

Cautionary Statement

The statements in the above analysis describing the Company's estimates expectationsor predictions may be ‘forward looking statements' within the meaning of applicablesecurities laws and regulations. The actual results may differ from those expressed orimplied. Important factors that could make a difference to the Company's operationsinclude changes in government regulations tax regimes economic developments within thecountry and abroad and other related factors.

3. Dividend & Reserve

The Board has recommended 10% dividend on equity shares i.e. Rs.1/- per equity sharefor the year 2016-17 subject to approval of members. The dividend if approved will bepaid to members as on date of Annual General Meeting i.e. 25/09/2017. No amount wasproposed to be transferred to the reserve during the year under review.

4. Directors/ Key Managerial Personnel (KMP)

The following changes have occurred from 01/04/2016 till the date of this report in thecomposition of the Board of Directors/ Key Managerial Personnel of your Company:


Due to untimely demise of Shri B. M. Oza on 30/06/2016 he ceased to the Director fromthat date. Shri V.G. Kannan was appointed as an Additional Director in the category ofIndependent Director w.e.f. 28.12.2016 but resigned due to personal reasons on 05/01/2017.Shri R. Bandyopadhyay and Shri D.K. Mehrotra had been appointed as Additional Directors inthe category of Independent Director w.e.f. 28.05.2016 besides Shri Vikas Mehrotra who wasalso appointed an Additional Director on 28.05.2016 in the category of Non-IndependentDirector. Shri Vikas Mehrotra is son of Shri M. P. Mehrotra- Promoter and Director of theCompany and is related to him as such. The respective appointments of Shri R.Bandyopadhyay and Shri D. K. Mehrotra as Independent Directors and Shri Vikas Mehrotra asDirector liable to retire by rotation was approved by the members in 29thAnnual General Meeting held on 15/09/2016.

In accordance with the provisions of Article 89 of the Articles of Association of theCompany Shri S. K. Agarwal-Managing Director and Dr. (Mrs.) Neeraj Arora -Director willretire by rotation at the ensuing Annual General Meeting of your Company and beingeligible offer themselves for re-election. The Board recommends their appointment. Theterm of Shri M. P. Mehrotra –Director who was appointed to fill in the casualvacancy caused due to untimely demise of Shri Somesh Mehrotra is upto the forthcomingAnnual General Meeting. The Board in its meeting held on 31/07/2017 had recommended forhis re-appointment as Director and also for approval of his appointment as ExecutiveDirector designated as Executive Vice-Chairman.

Key Managerial Personnel (KMP):

There was no change in the other Key Managerial Personnel of your Company during theyear under review.

5. Independent Directors

The Independent Directors of your company have complied with the relevant provisions ofthe law relating to their declaration served to the Company and they continue to complywith the provisions of the applicable laws & listing regulations.

6. Annual Return extract (MGT-9)

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as annexure A.

7. Contracts with Related Party

The disclosure in prescribed form AOC-2 is enclosed as annexure B.

8. Directors' Responsibility Statement

Pursuant to the provisions of section 134(3) of the Companies Act 2013 the Directorshereby confirm: a. that in the preparation of the annual accounts for the financial yearended 31st March 2017 the applicable accounting standards have been followedalong with proper explanation relating to material departures; b. that they have selectedsuch accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state ofaffairs of the Company at the end of the financial year and of the profit of the Companyfor that period; c. that they have taken proper and sufficient care for the maintenance

of adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d. that they have prepared the Annual Accounts for the financialyear ended 31st March 2017 on a ‘going concern' basis; e. that they havelaid down Internal Financial controls to be followed by the Company and that such InternalFinancial Controls are adequate and effective and f. that the Directors have devisedproper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating.

9. Evaluation of Board/Committees/Individual Directors

The Board routinely carries out the annual performance evaluation of its ownperformance its Committees and Directors. The said exercise is led by the independentdirectors and the Chairman. The evaluation process focused on different aspects of theBoard and Committees functioning such as composition of the Board and Committeesexperience and competence performance of specific duties and obligations governanceissues etc. Separate exercise was carried out to evaluate the performance of individualdirectors on parameters such as attendance contribution and independent judgment. The aimwas to assess the effectiveness of the Board's/Committees' processes and to identify anyactions required to improve effectiveness. The review thus focused on the followingassociated areas; structure leadership strategy risks decision making and development:The evaluation process comprised of the following:

• Review of Board Committees and management information and other relevantdocumentation

• Meetings with key individuals within the organization.

• Discussions with all directors on the Board Committee members focusing onaspects of the Board's and Committees' composition; strategy risk and controls;decision-making roles and performance of the Chairman independent directors executivedirectors and other non-executive directors.

Given the experience and qualifications of the Board members it was not considerednecessary to engage external persons to facilitate the evaluation process. Most directorshave rich experience of corporate environment and so they are accustomed to having theirperformance regularly evaluated. The Directors have expressed their satisfaction with theevaluation process.

10. Proper systems to ensure that compliances were adequate and effective

The professional conduct sets expectations that all employees shall comply with alllaws and regulations governing company's conduct. Information is reported upwardsinternally within the organization to senior management and as appropriate also sharedwith the Board of Directors and/or the external auditors. Information is reportedexternally in public filings if it meets the criteria for requiring public disclosure.

11. Number of board meetings

Relevant details have been provided in the report on corporate governance annexed tothis annual report.

12. Corporate Social Responsibility (CSR)

The Company is covered under the threshold prescribed under the Act for CSR.

The Company had spent Rs. 1306250/- in the financial year 2016-2017 out of theremaining unspent amount of Rs. 1644163/- as given in the previous report. Rs. 1 Lac wasapproved on 06/06/2016 to be expended by way of contribution made by the Company toJanakanksha Pratishthan's (a non-government organisation) ‘Flying Feet' initiative'.Further Rs. 656250/- was approved by the CSR Committee in its meeting held on14/11/2016 to be spent by way of contribution made by the Company to Arya Samaj acharitable Society interalia for promoting health care and Rs 550000/- was approved bythe CSR committee in its meeting held on 13/02/2017 to be expended by the Company by wayof contribution made to a Gurgaon based NGO namely IIMPACT which promotes primaryeducation of girls in rural area. The Company aims to facilitate five education centersrun by said NGO located in Kanpur Dehat District in Uttar Pradesh. The total unspentamount from balance carried forward from previous year under CSR as on date of this reportis Rs. 337913/- and after allocation of Rs.4419495/- for the year 2016-17 the amountavailable be spent in 2017-18 would be Rs. 4757408/-. All the recommendations made byCSR committee were approved by the Board of Directors of the Company. Given below is thesummary of the amount expended on CSR

Statement of CSR allocation and expenditure

Financial Allocated Amount Amount Unspent
Year Amount Spent (cumulative)
2013-2014 846347 Not applicable 846347
2014-2015 647440 0 1493787
2015-2016 798376 648000 1644163
2016-2017 4419495 1. 100000 4757408*
2. 656250
3. 550000
Total 1306250

* Amount available for CSR expenditure in 2017-18

The report of CSR Committee in terms of section 135 of the Companies Act 2013 isenclosed as Annexure –C to this report.

13. Policies

Your Company has formulated following policies to better perform its functions anddeliver results.

A. Corporate Social Responsibility Policy

The expenditure under CSR activity is enclosed as Annexure-C. The CSR policy canbe accessed at company's website viz. under the head ‘InvestorRelations'.

B. Related Party Transaction

The detailed policy may be accessed at

The Board of Directors (the "Board") of VLS Finance Limited (the"Company") has adopted this Policy. The said Policy includes the materialitythreshold and the manner of dealing with Related Party Transactions ("Policy")in compliance with the requirements of Section 188 of the Companies Act 2013 and conformsto the requirements of regulation 23 of the Listing Regulations.

This Policy applies to transactions between the Company and one or more of its RelatedParties. It provides a framework for governance and reporting of Related PartyTransactions including material transactions.

This Policy is intended to ensure due and timely identification approval disclosureand reporting of transactions between the Company and any of its Related Parties incompliance with the applicable laws and regulations as may be amended from time to time.

C. Board diversity

The detailed policy may be accessed at VLS Finance Ltd. recognisesand embraces the benefits of having a diverse Board and sees increasing diversity at Boardlevel as an essential element in maintaining a competitive advantage. A truly diverseBoard will include and make good use of differences in the skills regional and industryknowledge and experience background race gender and other distinctions betweenDirectors. These differences will be considered in determining the optimum composition ofthe Board and when possible would be balanced appropriately. All Board appointments shallbe made on merit in the context of the skills experience independence and knowledgewhich the Board as a whole requires to be effective.

D. Risk Management

The detailed policy may be accessed at The Company has formed RiskManagement Policy to ensure appropriate risk management within its systems and culture.The Company operates in a competitive environment and is generally exposed to variousrisks at different times such as technological risks business risks operational risksfinancial risks etc. The Board of Directors and the Audit Committee of the Company shallperiodically review the Risk Management Policy of the Company so that the Managementcontrols the risk through properly defined network.

The Company has a system based approach to business risk management backed by stronginternal control systems. A strong independent Internal Audit Function at the corporatelevel carries out risk focused audits across all businesses enabling identification ofareas where risk managements processes may need to be improved. The Board reviews internalaudit findings and provided strategic guidance on internal controls monitors theinternal control environment within the Company and ensures that Internal Auditrecommendations are effectively implemented.

The combination of policies and procedures adequately addresses the various risksassociated with your Company's businesses.

E. Anti-sexual harassment mechanism

The detailed mechanism may be accessed at The Company has in placean Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment ofWomen at the Workplace (Prevention Prohibition & Redressal) Act 2013. All womenemployees interalia permanent contractual temporary trainees are covered under thispolicy.

The Internal Complaints Committee is headed by the woman Director on the Board. Therewere no complaints received from any employee or otherwise during the year under reviewand no complaints were pending as on 31/03/2017.

F. Nomination and Remuneration Policy Title:

This Policy shall be called ‘VLSF Nomination and Remuneration Policy.'


The provisions in the Companies Act 2013 and corresponding provisions in the revampedRegulation 27(2) of the SEBl (Listing Obligations & Disclosure Requirements)Regulations 2015 have ushered Indian corporate system in to a new era of Corporate

Governance placing onerous governance responsibilities on the shoulders of the Board ofDirectors and Key Managerial Personnel of the Companies.

Section 178 of the Companies Act 2013 and clause 49 of the Listing Agreement providethe necessary legal impetus for companies to have a policy and criteria for variousmatters like the remuneration of directors key managerial persons and other employeestraining of Independent Directors and performance evaluation of directors.

Considering this it is necessary to ensure quality of persons on the Board of Directorsof the Company as well as in the Key Managerial personnel as these are the persons whoare entrusted with the responsibility of policy formulation for direction to andexecution of the business and operations of the Company.


Board means the Board of Directors of VLS FINANCE LIMITED. Company means VLSFinance LIMITED.

Committee means Nomination and Remuneration Committee of Board of Directors.

Director means a person who has been appointed as such on the Board of the Companyand includes Executive as well as Non-Executive Directors.

Executive Director means a Director who is in the whole time employment of theCompany and includes a Managing Director as well as a Whole time Director and Manager ifmember of the Board.

Government includes Central Government as well as any of the State Governments anystatutory authority tribunal board or a governmental or semi-governmental authority orany authority or agency recognized by the Government.

HR Department means the Human Resource Department of the Company.

HR Policy means the Policy of the Company defining the criteria and process for therecruitment training appraisal etc. and dealing with other matters concerning theemployees of the Company. Key Managerial Person means a person appointed as such bythe Board under Section 203 of the Companies Act 2013.

Nomination & Remuneration Committee means the Committee of the Boardconstituted as such under the provisions of Section 178 of the Companies Act 2013.

Non-Executive Director means a Director who is not in the whole time employment ofthe Company and includes an Independent Director Promoter Director and Nominee Director.

Policy means this policy as amended from time to time.

Contents of the Policy:

This Policy contains following: a) Process for the selection and appointment ofDirectors and Key Managerial Personnel; b) Criteria for determining remuneration of theDirectors Key Managerial Personnel and other employees of the Company; c) Training ofIndependent Directors.

(I) Selection of Directors and Key Managerial Personnel In case of Executive Directorsand Key Managerial Personnel the selection can be made in either of the ways given below:a) by way of recruitment from outside; b) from within the Company hierarchy; or c) Uponrecommendation by the Chairman or other Director.

The appointment may be made either to fill up a vacancy caused by retirementresignation death or removal of an existing Executive Director or it may be a freshappointment. In case of Non-Executive Directors the selection can be made in either of theways given below: a) by way of selection from the data bank of Independent Directorsmaintained by the Government. b) Upon recommendation by Chairman or other Director. Theappointment may be made either to fill up a vacancy caused by resignation death orremoval of an existing Non-Executive Director or it may be appointment as an additionaldirector or an alternate director.

(II) Qualifications Experience and Positive Attributes of Directors

a) While appointing a Director it shall always be ensured that the candidate possessesappropriate skills experience and knowledge in one or more fields of finance lawmanagement sales marketing administration research corporate governance technicaloperations or other disciplines related to the company's business.

b) In case of appointment as an Executive Director the candidate must have therelevant technical or professional qualifications and experience as are considerednecessary based on the job description of the position. In case no specific qualificationor experience is prescribed or thought necessary for the position then while recommendingthe appointment the HR Department shall provide the job description to the Committee andjustify that the qualifications experience and expertise of the recommended candidate aresatisfactory for the relevant appointment. In such circumstances the Committee may ifconsidered necessary call for an expert opinion on the appropriateness of thequalifications and experience of the candidate for the position of the Executive Director.

c) In case of appointment as a Non-Executive Director the candidate must be a graduateor possess diploma or a professional qualification in the field of his practice /profession / service and shall have not less than five years of working experience in suchfield as a professional in practice advisor consultant or as an employee provided thatthe Board may waive the requirements of qualification and /or experience under thisparagraph for a deserving candidate.

d) The Board while making the appointment of a Director shall also try to assess fromthe information available and from the interaction with the candidate that he is a fairachiever in his chosen field and that he is a person with integrity diligence and openmind.

(III) Process for Appointment of Directors and Key Managerial Personnel (A) Process forthe appointment of Executive Directors and Key Managerial Personnel:

a) A proposal for the appointment of an Executive Director / Key Managerial Personnelwith such details as may be prescribed shall be submitted for the consideration of theCommittee. The proposal with recommendation of committee will be placed before the Board.

b) The Board shall based on the information available in the proposal andrecommendation of committee deliberate upon the necessity for appointment expertiseskill and knowledge of the candidate and reasonableness of the remuneration.

c) The Board may call and seek the help of any other Company Official including therecommender or a Key Managerial Personnel while finalizing the appointment.

The recommender shall not take part in the discussion or voting on the appointment of aKey Managerial Personnel.

(B) Process for the appointment of Non- Executive Directors: a) A proposal for theappointment of a Non-Executive Director with such details as may be prescribed shall besubmitted for the consideration of the committee.

The proposal with recommendation of committee will be placed before the Board. b) TheBoard based on the information available in the proposal shall deliberate upon thenecessity for appointment integrity qualifications expertise skill and knowledge ofthe candidate.

(IV) Remuneration of Directors Key Managerial Personnel and other Employees

a) While determining the remuneration of Executive Directors and Key ManagerialPersonnel the Board shall consider following factors:

i) Criteria / norms for determining the remuneration of such employees prescribed inapplicable statutory provisions and Company's internal criteria for remuneration.

ii) Existing remuneration drawn.

iii Industry standards if the data in this regard is available.

iv) The job description. v) Qualifications and experience levels of the candidate

vi) Remuneration drawn by the outgoing employee in case the appointment is to fill avacancy on the death resignation removal etc. of an existing employee.

vii) The remuneration drawn by other employees in the grade with matchingqualifications and seniority if applicable.

b) The determination of remuneration for other employees shall be governed by the HRPolicy.

c) The proposal for the appointment of an Executive Director / Key Managerial Personnelshall provide necessary information in this regard including recommendation of Committeeto the Board in arriving at the conclusion as to whether or not the remuneration offeredto the candidate is appropriate reasonable and balanced as to the fixed and variableportions (including the commission).

d) The remuneration payable to the Executive Directors including the Commission andvalue of the perquisites shall not exceed the permissible limits as are mentioned withinthe provisions of the Companies Act 2013.

e) The Executive Directors shall not be eligible to receive sitting fees for attendingthe meetings of the Board or committees thereof. f) The Non-Executive Directors shall notbe eligible to receive any remuneration / salary from the Company.

However the Non-Executive Directors shall be paid sitting fees for attending themeeting of the Board or committees thereof and commission as may be decided by the Board/ shareholders from time to time. The Non-Executive Directors shall also be eligible toreceive reimbursement of reasonable out-of-pocket expenses incurred by them for attendingthe meetings of the Board committees or shareholders including travelling and lodging& boarding expenses or such other expense incurred by them regarding the affairs ofthe Company on an actual basis. g) The amount of sitting fee and commission payable toNon-Executive Directors shall not exceed the limits prescribed therefor under theprovisions of the Companies Act 2013.

Explanation: For the purposes of this Policy Remuneration shall mean the Cost to theCompany and shall include the salary allowances perquisites performance incentive andany other facility provided or payment made to the employee.

(V) Training of Independent Directors

The Company shall arrange to provide training to Independent Directors to familiarizethem with the Company their roles rights and responsibilities in the Company nature ofthe industry in which the Company operates business model of the Company etc.

The training may be provided in any of the ways given below: a) By providing readingmaterial to the Independent Director(s) giving all relevant information about the Companyindustry and the role of Independent Directors. b) An induction program devised for theIndependent Director(s) wherein structured training is provided to the IndependentDirector(s) either exclusively or with other officials of the Company who are due for suchinduction / training. c) Such other manner as may be prescribed by applicable law ordecided by the Board.

Interpretation: a) Any words used in this policy but not defined herein shall havethe same meaning ascribed to it in the Companies Act 2013 or Rules made thereunder SEBI

Act or Rules and Regulations made thereunder Listing Agreement Accounting Standardsor any other relevant legislation / law applicable to the Company.

b) The reference to the male gender in the Policy shall be deemed to include areference to female gender. c) In case of any dispute or difference upon the meaning /interpretation of any word or provision in this Policy the same shall be referred to theCommittee and the decision of the Committee in such a case shall be final.

In interpreting such term / provision the Committee may seek the help of any of theofficers of the Company or an outside expert as it deems fit.


The Board of Directors shall have the power to amend any of the provisions of thisPolicy substitute any of the provisions with a new provisions or replace this Policyentirely with a new Policy.

G. Vigil Mechanism /Whistle Blower

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. Vigil (whistleblower) mechanism provides a channel to theemployees and directors to report to the management concerns about unethical behaviouractual or suspected fraud or violation of the code of conduct or policy. The mechanismprovides for adequate safeguards against victimization of directors and employees whoavail of the mechanism and also provide for direct access to the Chairman of the AuditCommittee in exceptional cases.

The detailed policy may be accessed at

14. Corporate Governance and Compliance Certificate

We have reported in Annexure D to this report the extent of compliance ofCorporate Governance practices in accordance with regulation 27 of the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015.

15. Auditors

The term of the Statutory Auditors M/s. Agiwal & Associates - CharteredAccountants (FRN: 000181N) will end at the forthcoming annual general meeting and theyare subject to compulsory retirement as per provisions of section 139 of the CompaniesAct 2013 and rules thereunder. Hence they are not eligible for reappointment asStatutory Auditors. It is proposed to appoint M/s. M. L. Puri & Co. - CharteredAccountants (FRN: 002312N) as statutory auditors of the Company. The Company has receiveda certificate from M/s. M. L.Puri & Co. - Chartered Accountants that they arequalified under section 139 of the Companies Act 2013 (‘Act') to act as the Auditorsof the Company if appointed. Concurring to the recommendation of the Audit Committee theBoard of Directors recommends their appointment. The Board may also be authorised to fixtheir remuneration. In terms of section 139 read with Companies (Audit and Auditors)Rules 2014 M/s. M. L. Puri & Co. -Chartered Accountants will be appointed for aperiod of 5 years i.e. from the conclusion of 30th Annual General Meeting tillthe conclusion of 35th Annual General Meeting of the Company subject to theirappointment being ratified by the members every year and any other compliance to be madein this regard. Further the Board in its meeting held on 08/05/2017 has appointed Ms.Pooja Gandhi–Practicing Company Secretary (CoP:11351) as secretarial auditor for theyear 2017-2018. The provisions relating to cost records and audit are not applicable toyour company.

16. Auditors' Report

The observations made by the Statutory Auditors with reference to notes on accountsfor the year under report have been adequately dealt with in the relevant Notes formingpart of Financial Statements and need no further comments from Directors.

17. Secretarial Audit Report

The Secretarial Audit Report submitted by Secretarial Auditor in terms of section 204of the Companies Act 2013 read with rule 9 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is enclosed as annexure E. There are noadverse comments/observations by Secretarial Auditor requiring explanation by the Board.

18. Statutory Information

During the year under review the Company did not absorb any new technology or carryout any R&D related activity for this purpose. However use of energy efficientdevices wherever possible in conducting business of Company is part of itsadministration policies. The detailed disclosure is enclosed as annexure F to thisreport.

• The shares of the Company are presently listed at BSE Ltd. The National StockExchange of India Ltd. Mumbai and The Calcutta Stock Exchange Ltd. Kolkata.

• The Company has paid the annual listing fees for the year 2017-2018 to all theaforesaid Stock Exchanges.

• Your company's principle business is acquisition of securities; hence Section186 of the Act is not applicable.

• Your Company has not issued equity shares with differential voting rights sweatequity or ESOP in terms of section 43 and section 62 of the Companies Act 2013 duringthe year under review.

• No revision of financial statements or board's report has been made in terms ofSection 131 of the Companies Act 2013 during the year under review.

• No independent director was reappointed through special resolution during theyear under review.

• Disclosure relating to ratio of the remuneration of each director to the medianemployee's remuneration in terms of section 197(12) of the Companies Act 2013 is enclosedas annexure G to this report.

• The Managing Director and Whole Time Director of your company are not in receiptof any remuneration or commission from any of subsidiary company in terms of section197(14) of the Companies Act 2013.

• There were no orders passed by the regulators against the Company.

• Senior management have made requisite all the disclosures to the Board relatingto all material financial and commercial transactions.

19. Fixed Deposits

The Company has not accepted any fixed deposit during the year under review. TheCompany has no plans to accept any deposits from the public in the current year.

20. Human Resources

Employee relations continued to be cordial during the year. The number of employeesstood at 29. The Directors place on record their appreciation of the devoted service ofthe employees at all levels. In terms of the provisions of section 197 of the CompaniesAct 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 there was no employee during the year drawing remuneration more than thestipulated amount in the said rules. Your company has not approved any scheme relating toprovision of money to be held in a trust for the benefit of the employees in terms ofsection 67(3)(b) of the Companies Act 2013 during the year under review.

21. Green initiative in Corporate Governance

As a continuing endeavor towards the Go Green initiative the Company proposes to sendfuture correspondence and documents like the notice calling the general meeting auditedfinancial statements directors' report and auditors' reports etc. in the electronicform to the email addresses provided by the Members and made available to us by theDepositories. Members who hold shares in the physical form are requested to register theire-mail addresses and intimate any changes in their e-mail id with the Company or with theRegistrar & Share Transfer Agents viz. RCMC Share Registry Pvt. Ltd. In respect ofelectronic holdings members are requested to register their e-mail addresses with theDepository through their concerned Depository Participants. However in case you desire toreceive Company's communication and documents in physical form you are requested tointimate us through email at You may kindly note that as a memberof the Company you will be entitled to be furnished free of cost a printed copy of theAnnual Report of the Company upon receipt of a requisition from you at any time.

22. Subsidiary/Associate Companies

Statement pursuant to section 129(3) of the Companies Act 2013 for the financial yearended 31/3/2017 in respect of the subsidiary/associate companies is enclosed with AnnualAccounts of the Company. After coming into effect of the Companies Act 2013 thedefinition of "Associate" covers a Company or Companies in which the Companyholds not less than 20% of the Total Share Capital of that company or those companiesirrespective of whether they are in the same group or not. Hence though Sunair HotelsLtd. and BMS IT Institute Pvt. Ltd are presently not in the same group still AS 23 hasbeen followed for the limited purpose of Consolidation of annual accounts of theseCompanies. However as regards the notes on account and significant accounting policiesrelated to these companies are concerned the Company has not considered the same becausethe company is in litigation with these companies. In the opinion of the Board there isno adverse impact of such litigation on investments/advances made by the company in theseassociates and the amount realizable from the said investments/ advances would not be lessthan the amount stated in the Company's own financial statements.

Separate section on performance and financial position of subsidiary and associatecompanies have been provided as note no. 24 sub-note 17 and 18 of Notes forming part ofconsolidated financial statement in the Annual Report for the year under review.

23. Consolidated Financial Statements

In compliance of section 129(3) of the Companies Act 2013 the consolidated financialstatements in accordance with the prescribed accounting standards are annexed to theaudited annual accounts for the year under review.

24. Acknowledgements

Your Directors wish to place on record their sincere appreciation and gratitude to theCompany's business associates customers Bankers the Securities & Exchange Board ofIndia and Stock Exchanges for their continued support and assistance and also to theesteemed shareholders of the Company for their valuable support and patronage.

For and on behalf of the Board

Place : New Delhi S.K. Agarwal K.K. Soni
Date : 31/07/2017 Managing Director Director-Finance & CFO
DIN: 00106763 DIN: 00106037