| The directors have pleasure in presenting their Twenty-first Annual
Report on the business and operations of Decillion Finance Limited (the
"Company") together with the audited statement of accounts for the year
ended 31st March, 2015.
Financial Highlights (Standalone and Consolidated)
During the year under review, performance of your company is as under :
(in Rs,)
Particulars Year Ended 31.03.2015 Year Ended 31.03.2014
Revenue 10488991 4851399
Less: Expenditure 9950293 4116215
Profit/(Loss)
before taxation 538697 735184
Less: Tax Expense 161967 197714
Profit after tax 376730 537470
Transfer to
Special Reserve 75346 107494
Transfer to Contingent
Provisions against
Standard Assets (25557) 87798
Balance brought forward
from Previous year (655720) (1173493)
Balance transferred
to Balance Sheet (379892) (655720)
The consolidated performance of the group as per consolidated fi
nancial statements is as under:
(inRs,)
Particulars Year Ended 31.03.2015 Year Ended 31.03.2014
Revenue 10634146 5163195
Less: Expenditure 10079835 4264310
Profit/(Loss)
before taxation 554311 898885
Less: Tax Expense 176272 231766
Profit after tax 378039 667119
Share of Profit /
(Loss) transferred
to Minority Interest 201 39000
Balance Profit /
(Loss) C/F to the
next year (340673) (612718)
Operating & Financial Performance
Gross revenues increased to Rs. 1,04,88,991, a growth of around 116.21%
against Rs. 48,51,399 in the previous year. Profit before taxation was
Rs. 5,38,697 against Rs. 7,35,184 in the previous year. The percentage
of profit has decreased by 26.73% due to onetime exceptional
expenditure towards Initial Listing Fees & Merchant Bankers Fees. After
providing for taxation of Rs. 1,61,967 & Rs. 1,97,714 respectively, the
net profit of the Company for the year under review was placed at Rs.
3,76,730 as against Rs. 5,37,470 in the previous year.
Dividend
With the view to conserve the resources of Company, the Directors are
not recommending any dividend.
Changes in Share Capital
During the Financial Year 2014-15, there has been no change in the
share capital of the Company.
Extract of Annual Return
The extract of Annual Return, in format MGT-9, for the Financial Year
2014-15 has been enclosed with this report as Annexure I.
Board of Directors
In accordance with the provisions of Companies Act, 2013 Ms. Bharti
Ranga (DIN: 06864738), Director of the Company retires by rotation and
being eligible offers herself for re-appointment.
At the 20th Annual General Meeting of the company held on 30th
September, 2014 the Company had appointed Mr. Ashish Jalan (DIN
06503424) and Mr. Nikunj Kanodia (DIN 06427863) as independent
directors under the Companies Act, 2013 for 5 consecutive years for a
term up to September, 2019.
All independent directors have given declaration that they meet the
criteria of independence as laid down under section 149(6) of the
Companies Act, 2013 and clause 49 of listing agreement.
Key Managerial Personnel
Ms. Poonam Dalmia, Company Secretary was appointed as Key Managerial
Personnel of the Company in compliance with the provisions of Section
203 of the Companies Act, 2013 w.e.f. 21st July, 2014 and Ms. Abhijit
Nagee resigned on 21st July, 2014 as Company Secretary and no other Key
Managerial Person has been appointed or retired or resigned during the
year under review.
Number of Board Meetings
During the Financial Year 2014-15, eleven (11) meetings of the Board of
Directors of the Company and four (4) Audit Committee Meetings were
held. The details of which are given in the Corporate Governance
Report. The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an evaluation of its
own performance, the directors individually as well as the evaluation
of the working of its Audit, Appointment & Remuneration Committees. The
manner in which the evaluation has been carried out has been explained
in the Corporate Governance Report.
Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Company's Remuneration
Policy is available on the Company's website at www.decillion.co.in and
also forms part of Directors Report as Annexure II.
Declaration by Independent Directors
The Company has received necessary declaration from each independent
director under Section 149(7) of the Companies Act, 2013, that he meets
the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
Committees of the Board
Currently, the Board has three committees: the audit committee,
nomination and remuneration committee and stakeholders' relationship
committee. All committees consist of requisite number of independent
directors.
Particulars of Loan, Guarantees and Investments under Section 186
The Company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013.
The detail of the investments made by the Company is given in the notes
to the financial statements.
Related Party Transactions
All Related party transactions that were entered into during the
financial year were on an arm's length basis and in the ordinary course
of business. There are no material significant related party
transactions made by the Company during the year that would have
required shareholder approval under Clause 49 of the Listing Agreement.
All related party transactions are reported to the Audit Committee.
Prior approval of the Audit Committee is obtained on a yearly basis for
the transactions which are planned and/ or repetitive in nature and
omnibus approvals are taken within limits laid down for unforeseen
transactions. The disclosure under Section 134(3)(h) of the Companies
Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014
is not applicable. The Policy on Related Party transactions as approved
by the Board has been uploaded on the Company's Website and may be
accessed at the link http://decillion.co.in/related-party-policy.
The details of the transactions with related parties during 2014-15 are
provided in the accompanying financial statements.
None of the Directors had any pecuniary relationship or transactions
with the Company during the year under review.
Director's Responsibility Statement
The Board of Directors acknowledges the responsibility for ensuring
compliance with the provisions of section 134(3)(c) read with section
134(5) of the Companies Act, 2013 and Clause 49(III)(D)(4)(a) of the
listing agreement with Stock Exchanges in the preparation of the annual
accounts for the year ended on 31.03.2015 and state that :
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
(ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit of
the Company for that period;
(iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(iv) the Directors have prepared the annual accounts on a going concern
basis;
(v) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
(vi) there is a proper system to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating
effectively.
Statutory Auditor
M/s. S. K. Rungta & Co., Chartered Accountants (FRN: 308081E), Kolkata,
were appointed as Statutory Auditors of the Company from the conclusion
of the Annual General Meeting held on 30.09.2014 until the conclusion
of 23rd Annual General Meeting to be held in the year 2017. The Company
has received a certificate from the above Auditors to the effect that
if they are reappointed, it would be in accordance with the provisions
of Section 141 of the Companies Act, 2013. Their continuance of
appointment and payment of remuneration are to be confirmed and
approved in the ensuing Annual General Meeting.
Secretarial Auditor
Mr. Anand Khandelia, Practicing Company Secretary was appointed to
conduct the secretarial audit of the Company for the financial year
2014-15, as required under Section 204 of the Companies Act, 2013 and
Rules there under. The Secretarial Audit Report for Financial Year
2014-15 form a part of the Director Report and is attached here as
Annexure III. The Secretarial Audit
Report contains a remark for not appointing Chief Financial Officer, it
has been stated that Company will soon appoint the CFO u/s 203 of the
Companies Act, 2013.
Explanation to Auditor's Remarks
The Auditors' Report by the Statutory Auditors and by the Secretarial
Auditor in the Secretarial Audit Report being self- explanatory, does
not call for any further comments by the Board of Directors.
Material Changes Affecting the Financial Position of the Company
Your Company has received In Principal Approval for listing of equity
shares on the BSE Limited under direct listing vide letter no.
DCS/DL/MA/IP/1068/2014-15 dated 23rd March, 2015. Soon your Company
will be listed at BSE Limited.
Internal Control Systems and Their Adequacy
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit function is defined in the Internal Audit Manual. To
maintain its objectivity and independence, the Internal Audit function
reports to the Chairman of the Audit Committee of the Board & to the
Director.
Conservation of Energy & Technology Absorption
Since the Company does not own any manufacturing facility, being an
Investment Company, the particulars relating to conservation of energy
and technology absorption stipulated in the Companies (Accounts) Rules,
2014 are not applicable.
Foreign Exchange Earnings & Outgo
There is no foreign exchange earnings and outgo during the year under
review.
Details of Subsidiary
As on March 31, 2015 the Company had five Indian subsidiaries. There
has been change in the number of subsidiaries but there has been no
change in the nature of business of the subsidiaries, during the year
under review. In accordance with Section 129(3) of the Companies Act,
2013, the Company has prepared a consolidated financial statement of
the Company and all its subsidiary companies, which is forming part of
the Annual Report. A statement containing salient features of the
financial statements of the subsidiary companies in the prescribed
format, AOC 1 is also included in the Board Report and is attached in
the Annual Report as Annexure IV. In accordance with third proviso of
Section 136(1) of the Companies Act, 2013, the Annual Report of the
Company, containing therein its standalone and the consolidated
financial statements has been placed on the website of the Company
www.decillion.co.in. Further, as per fourth proviso of the said
section, audited annual accounts of each of the subsidiary companies
have also been placed on the website of the Company
www.decillion.co.in.
Vigil Mechanism / Whistle Blower Policy
The Company has established a vigil mechanism for Directors and
employees to report their genuine concerns, details of which is
available on the Company's website www.decillion.co.in
Management's Discussion and Analysis Report
The Management's Discussion and Analysis Report for the year under
review, as stipulated under Clause 49 of the Listing Agreement with the
Stock Exchanges in India, is annexed to this report.
Corporate Governance
The Company is committed to maintaining the highest standards of
Corporate Governance and adhering to the Corporate Governance
requirements as set out by Securities and Exchange Board of India. The
Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report and annexed as
Annexure V.
Code of Conduct
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day business operations of the company. The code laid down by
the Board is known as "code of business conduct" which forms an
Appendix to the Code. The Code has been posted on the Company's website
www.decillion.co.in.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code. All Management Staff were given
appropriate training in this regard.
Deposits
The Company being a non- banking financial Company has not accepted any
public deposits and as such, no amount on account of principal or
interest on public deposits was outstanding as on the date of the
balance sheet.
Managerial Remuneration
The information required pursuant to Section 197(12) read with Rule
5(1) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of employees of the Company is
attached here as Annexure VI and forms a part of the Directors' Report.
There are no employees who are in receipt of remuneration in excess of
the limit specified under section 134(3) (q) read with Rule 5 (2) and 5
(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
RBI Guidelines for Non-Banking Financial Companies
The Company has observed all the prudential norms prescribed by the
Reserve Bank of India. The Schedule as required in terms of Paragraph
13 of Non-Banking Financial Companies Prudential Norms (Reserve Bank)
Directions, 2015 is annexed herewith.
Listing of Shares on BSE
Your Company has received In Principle Approval for Listing of Equity
Shares on the Exchanges under Direct Listing vide letter
DCS/DL/MA/IP/1068/2014-15 dated March 23, 2015.
Acknowledgment
Your Company and its Directors wish to extend their sincerest thanks to
the Members of the Company, Bankers, State Government, the Ministry of
Corporate Affairs, the Reserve Bank of India, Local Bodies, Executives,
Staff and others at all levels for their continuous support,
cooperation, assistance and look forward to their continued support in
the future. Our consistent growth was made possible by their hard work,
solidarity, cooperation and support.
By Order of the Board of Directors
For Decillion Finance Limited
Mahesh Kumar Bhalotia Jitendra Kumar Goyal
Place: Kolkata Director Director
Date: 30/05/2015 (DIN : 00280743) (DIN : 00468744) |