Your Directors hereby present the 38th Annual Report together with theaudited Financial Statements of the Company for the financial year ended 31stMarch 2018.
The Company's financial performance for the financial year ended 31st March2018 is summarised below:
| || |
(Amount in Rs.)
|Particulars ||2017-18 ||2016-17 |
|Revenue from Operations ||1914135 ||3803081 |
|Other Income ||- ||- |
|Total ||1914135 ||3803081 |
|Profit before Finance Cost Depreciation & Taxation ||247534 ||1619403 |
|Less: Finance Cost ||- ||- |
|Less: Depreciation ||- ||11567 |
|Profit before Taxation ||247534 ||1607836 |
|Less: Tax Expenses ||64086 ||476426 |
|Profit after Tax ||183448 ||1131410 |
|Profit for the year ||183448 ||1131410 |
Your Directors have not recommended any dividend in view of the optimum profit in thepresent financial year in order to maintain a healthy capital adequacy ratio to supportlong term growth of your company.
RESERVES AND SURPLUS
Your Directors have proposed to transfer Rs. 36690/- to the Statutory Reserve Fund inthe present financial year as per the guideline prescribed by the Reserve Bank of Indiabeing a Non-Banking Financial Company.
BUSINESS OPERATIONS & OUTLOOK
The Company being an Investment and Finance Company presently invests to acquire selltransfer subscribe for hold and otherwise deal in and invest in any shares bondsstocks issued or guaranteed by any Company and also provide financial assistance by way ofprivate financing to the identified groups.
The business of the Company largely depends on the consumers spending power.
SHARE CAPITAL OF THE COMPANY
The authorised share capital of your company as on 31st March 2018 was Rs. 36000000(Rupees Three Crores Sixty Lakhs only) divided into 3600000 equity shares of Rs. 10/-each (previous year 3600000 equity shares of Rs. 10/- each)
The paid up equity share capital of your Company as on 31st March 2018 was Rs.32800000 (Rupees Three Crores Twenty Eight Lakhs only) divided into 3280000 equityshares of the face value of Rs. 10/- each fully paid up (previous year Rs. 32800000divided into 3280000 equity shares of the face value of Rs. 10/- each fully paid up).
RISKS AND AREAS OF CONCERN
The Company has laid down a well defined Risk Management Policy covering the riskmapping trend analysis risk exposure potential impact and risk mitigation process. Adetailed exercise is being carried out to identify evaluate manage and monitor bothbusiness and non-business risks. The Board periodically reviews the risks and suggestssteps to be taken to control and mitigate the same through a properly defined framework.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The company had no subsidiary joint venture and associate company during the yearunder review.
EXTRACT OF ANNUAL RETURN
An extract of Annual Return in Form No. MGT-9 is annexed to this report as"Annexure A".
DIRECTORS AND KEY MANAGERIAL PERSONNEL
(a) Retirement by Rotation
In accordance with the provisions of Section 152 of the Companies Act 2013 read withCompanies (Appointment and Qualifications of Directors) Rules 2014 and the Articles ofAssociation of the Company Mr. Dilip Kumar Shaw (DIN: 02880928) Director of the Companyretires by rotation at the ensuing Annual General Meeting of the Company and beingeligible offers himself for re-appointment and your Board recommends his re-appointmentas a Director liable to retire by rotation.
The Board of Directors of the Company has appointed Mr. Dhawal Doshi (DIN: 07920872) asa Non- Executive Independent Director of the Company with effect from 7th August2017 who holds office upto the date of the ensuing Annual General Meeting of the Company.The Company has received notice along with requisite deposit from a member of the Companyunder Section 160 of the Companies Act 2013 proposing his candidature for the office ofthe Director of the Company. Your Board recommends his appointment as a IndependentDirector not liable to retire by rotation. Brief resume of the Director proposed to beappointed/re-appointed as stipulated under Regulation 26(4) and 36(3) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is given in the Noticeconvening the 37th Annual General Meeting of the Company.
Mrs. Suman Pal (DIN: 06814041) Non- Executive Independent Director resigned from theDirectorship of the Company with effect from 7th August 2017. The Board placeson record its appreciation for the valuable services rendered by her during her tenure asa Director of the Company.
(d) Declaration from Independent Directors
The Company has received declaration 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 Disclosure.
(e) Annual Performance and Board Evaluation
The Board has devised a policy pursuant to the provisions of the Companies Act 2013and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forperformance evaluation of the Chairman Board and individual Directors (includingIndependent Directors) and Committees which includes criteria for performance evaluationof Non-executive Directors and Executive Directors.
The Board has devised questionnaire to evaluate the performances of Board BoardCommittees and individual Directors and Chairperson. The Chairman of respective BoardCommittees shared the report on evaluation with the respective committee members. Theperformance of each Committee was evaluated by the Board based on report on evaluationreceived from respective Board Committees. The reports on performance evaluation of theindividual Directors were reviewed by the Chairman of the Board.
The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:
i. Attendance at Board Meetings and Committee Meetings;
ii. Quality of contribution to Board deliberations;
iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance;
iv. Providing perspectives and feedback going beyond information provided by themanagement.
v. The details of the programmes for familiarization of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company .
(f) Key Managerial Personnel (KMP)
The Key Managerial Personnel of the Company are as follows:
|Rakesh Kumar Mishra ||Managing Director |
|Kalpana Tekchandani ||Company Secretary |
MANAGERIAL REMUNERATION AND OTHER DETAILS
The Company earned minimal profit during the year so the Company has not provided j anyManagerial Remuneration to the Directors. ;
AUDIT COMMITTEE AND ITS COMPOSITION
The Audit Committee of the Company reviews the reports to be submitted to the Board of' Directors with respect to auditing and accounting matters. It also overviews theCompany's internal control and financial reporting process.
As on 31st March 2018 the Audit Committee comprised of the followingdirectors: ;
|Name ||Designation |
|Dhawal Doshi ||Chairman & Independent Director |
|Dilip Kumar Shaw ||Member Independent Director |
|Rakesh Kumar Mishra ||Member Non Executive Director |
Mrs. Kalpana Tekchandani Company Secretary of the Company acts as the Secretary of theAudit Committee.
MEETINGS OF THE BOARD
During the financial year 2017-2018 the Board met 4 (Four) times viz. 29thMay 2017 7th August 2017 14th November 2017 and 14thFebruary 2018. The intervening gap between any two consecutive meetings was within theperiod as prescribed under the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors to the best of their knowledge and belief and according to theinformation and explanations obtained by them and as required under Section 134(5) of theCompanies Act 2013 state that:
(a )in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;
(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts on a going concern basis;
(e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
During the financial year under review the Company has not accepted any depositswithin the meaning of Section 73 and 76 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
There are no Loans guarantee or Investment as per Section 186 of the Companies Act2013.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVE
As the company does not have net worth of rupees five hundred crore or more orturnover of rupees one thousand crores or more or a net profit of rupees five crore ormore during any financial year the disclosures as per Rule 9 of Companies (CorporateSocial Responsibility Policy) Rules 2014 is not applicable.
WHISTLE BLOWER / VIGIL MECHANISM POLICY
As required under section 177(9) & (10) of the Companies Act 2013 the Company hasestablished a mechanism for Directors and employees to report concerns about unethicalbehavior actual or suspected fraud or violation of code of conduct or ethics policy. Themechanism also provides for adequate safeguards against victimization of director(s) /employee(s) who avails of the mechanism and also provides for direct access to theChairman of the Audit Committee in the exceptional cases. Vigil Mechanism policy is dulyposted on the website of the company at. We affirm that during the financial year2017-2018 no employee or director was denied access to the Audit Committee.
Pursuant to the provisions of Section 139 of the Companies Act 2013 and Rules madethereunder M/s. Maroti & Associates Chartered Accountants Kolkata (Firm'sRegistration No. 322770E) as the Statutory Auditors of the Company has resigned asStatutory Auditors. The Board of Directors places on record its appreciation for theservices rendered by M/s. Maroti & Associates. Chartered Accountants during theirtenure as the Statutory Auditors of the Company.
Based on the recommendation of the Audit Committee the Board of Directors of theCompany has recommended the appointment of M/s DMKH & Co. Chartered Accountants(Firm's Registration No. 116886W) Mumbai as the Statutory Auditors of the Companysubject to the approval of the Members of the Company in the Company's ensuing AnnualGeneral Meeting. M/s DMKH & Co. shall hold office for a term of five years from theconclusion of the 38th Annual General Meeting until the conclusion of the 43rd AnnualGeneral Meeting of the Company to be held in the year 2023 subject to ratification oftheir appointment by the members if required at every intervening Annual General Meetingheld after this Annual General Meeting. The proposal of their appointment is included inthe Notice of the ensuing Annual General Meeting for approval of the Members of theCompany. M/s DMKH & Co has furnished written consent and a confirmation to the effectthat they are not disqualified to be appointed as the Statutory Auditor of the Company interms of the provisions of Section 139 of the Companies Act 2013 and Rules framedthereunder.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board had appointedCS Sweety Sharma Practising Company Secretary [C.P.No 13098] to undertake SecretarialAudit of the Company for the financial year 2016-2017. The Secretarial Audit Report isannexed to this report as "Annexure B".
AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT
There are no qualifications reservations or adverse remarks or disclaimer neither madeby the Statutory Auditor in their Auditors' report nor by the Secretarial Auditor in theirSecretarial Audit Report for the financial year 2017-2018.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars in respect of conservation of energy technology absorption foreignexchange earnings and outgo is annexed to this report as "Annexure C".
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Management Discussion and Analysis Report havebeen made a part of the Annual Report and is annexed to this report as
Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Corporate Governance Report of yourCompany and a Certificate on Corporate Governance Compliance received from M/s Maroti& Associates Chartered Accountant Kolkata are annexed to this Annual report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOINGCONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There was no significant or material order passed by any regulator or court ortribunal which impacts the going concern status of the Company or will have any bearingon Company's operations in future.
INTERNAL FINANCIAL CONTROL SYSTEMS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place proper and adequate internal control systems commensurate withthe nature of its business size and complexity of its operations. Internal controlsystems comprising of policies and procedures are designed to ensure reliability offinancial reporting compliance with policies procedures applicable laws and regulationsand that all assets and resources are acquired economically and used efficiently and areadequately protected.
PREVENTION PROHIBITION & REDRESSAL OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place an internal complaint committee under section 4 of The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Duringthe year no complaint was filed before the said committee.
Your Directors wish to place on record their sincere appreciation for the continuedcooperation guidance support and assistance extended during the year under report by theCompany's bankers customers suppliers shareholders and the Government agencies. TheBoard of Directors wishes to express its appreciation for the valuable contribution madeby the employees and workmen at all levels during the year under report.