| The Directors are pleased to present the 23rdAnnual Report of the
Company together with the Audited Financial Statements for the year
ended 31st March, 2015.
STANDALONE SUMMARISED FINANCIAL RESULTS:
(Rs.Amount In Rupees)
Particulars 2014-15 2013-14
Total Income 17,22,074 14,97,216
Total Expenditure 6,46,742 9,34,516
Profit before exceptional
and extraordinary items 10,75,332 5,62,700
and tax
Less: Exceptional item 20,000 00
Profit before extraordinary items and tax 10,55,332 5,62,700
Tax (Excess Provision Last Year) 1,07,223 1,07,223
Net Profit/(Loss) After Tax 11,62,555 4,55,477
THE YEAR UNDER REVIEW:
Your Company has successfully completed 24 years of operation. Your
Company's key businesses currently mainly Non-Banking Operation. That
have reported an encouraging performance for the year ended 31stMarch
2015.
COMPANY'S PERFORMANCE:
In the Current year under review, the Company decided to invest and
utilize more funds into the field of Banking Products. The Company
booked a profit of Rs. 11, 62,555 in the Current year operation.
STANDALONE FINANCIAL STATEMENTS:
The Audited Financial Statements of the Company for the financial year
ended 31st March, 2015, prepared in accordance with the Companies Act,
2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated
Financial Statements is provided in the Annual Report.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing with Stock Exchange in
India, is presented in a separate section forming part of the Annual
Report.
STATE OF AFFAIRS OF THE COMPANY: FUTURE OUTLOOK:
The Company's major focus is to engage in the development, and
distribution of commercial and banking products and materials in all
formats.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There was no change in the nature of business of the Company during the
year.
DIVIDEND:
Your Directors do not recommend any Dividend
FIXED DEPOSIT:
As on 31st March, 2015, the Company held no deposit in any form from
anyone. There was no deposit held by the company as on 31st March,
2015, which was overdue or unclaimed by the depositors. For the
present, the Board of Directors has resolved that not to accept any
deposit from public.
MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:
During the year under review there were no material change and
commitment affecting the financial position of the Company.
NUMBER OF MEETINGS OF THE BOARD:
The Board met 4 times during the financial year, the details of which
are given in the Corporate Governance Report that forms part of this
Annual Report. The intervening gap between any two meetings was within
the period prescribed by the Companies Act, 2013.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Section 152 of the Companies Act, 2013
and Rules made there under and the Articles of Association of the
Company, Mr. Anil Kothari, Director of the Company, retire by rotation
at the ensuing Annual General Meeting and being eligible offered
himself for re-appointment.
The Companies Act, 2013 provides the appointment of Independent
Directors. Pursuant to the provisions of Section 149 (4) of the
Companies Act, 2013 provides that every listed company shall have at
least one-third of the total number of directors as independent
directors. The Board of the Company is in compliance with aforesaid
section and had taken necessary steps for Compliance.
As per the Section 149(10) of the Companies Act, 2013 provides that
independent director shall hold office for a term of up to five
consecutive years on the Board of the Company; and shall be eligible
for re- appointment on passing a special resolution by the shareholders
of the Company.
Further, according to the Section 149 (11) of the Companies Act, 2013,
no independent director shall be eligible for appointment for more than
two consecutive terms of five years. Sub-section (13) states that the
provisions of retirement by rotation as defined in Sub-sections (6) and
(7) of Section 152 of the Act shall not apply to such independent
directors.
The Nomination and Remuneration Committee on 12/11/2014 has confirmed
and ratified the appointment of Mr. Shital Mutha and Mr. Shailendra
kumar patni as Independent Director of the company for a period of five
years starting from 12th November, 2014 up to 11th November, 2019 and
who are not liable to retire by rotation. On the recommendation of the
Nomination and Remuneration Committee, the Board seeks the ratification
of the same from the members of the Company.
Further, at the time of appointment of an independent director, the
Company issues a formal letter of appointment outlining his/her role,
functions, duties and responsibilities as a director.
INDEPENDENT DIRECTORS DECLARATION:
The Company has received necessary declaration from each independent
director under Section 149(7) of the Companies Act, 2013, that he/she
meets the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
The Independent Directors under section 149(6) of the Companies Act,
2013 declared that:
1. They are not a promoter of the Company or its holding, subsidiary
or associate company;
2. They are not related to promoters or directors in the company, its
holding, subsidiary or associate company.
3. The independent Directors have /had no pecuniary relationship with
company, its holding, subsidiary or associate company , or their
promoters, or directors, during the two immediately preceding financial
years or during the current financial year;
4. None of the relatives of the Independent Director has or had
pecuniary relationship or transaction with the company, its holding,
subsidiary or associate company, or their promoters, or directors,
amounting to two per cent. or more of its gross turnover or total
income or fifty lakh rupees or such higher amount as may be prescribed,
whichever is lower, during the two immediately preceding financial
years or during the current financial year;
5. Independent Director, neither himself nor any of his relatives-
(i) holds or has held the position of a key managerial personnel or is
or has been employee of the company or its holding, subsidiary or
associate company in any of the three financial years immediately
preceding the financial year in which he is proposed to be appointed;
(ii) is or has been an employee or proprietor or a partner, in any of
the three financial years immediately preceding the financial year in
which he is proposed to be appointed, of-
(A) a firm of auditors or company secretaries in practice or cost
auditors of the company or its holding, subsidiary or associate
company; or
(B) any legal or a consulting firm that has or had any transaction with
the company, its holding, subsidiary or associate company amounting to
ten percent. or more of the gross turnover of such firm;
(iii) Holds together with his relatives two percent. or more of the
total voting power of the company; or
(iv) is a Chief Executive or Director, by whatever name called, of any
nonprofit organization that receives twenty-five percent. or more of
its receipts from the company, any of its promoters, directors or its
holding, subsidiary or associate company or that holds two percent. or
more of the total voting power of the company;
6. Independent Director possesses such qualifications as may be
directed by the Board.
The Company & the Independent Directors shall abide by the provisions
specified in Schedule IV of the Companies Act, 2013.
BOARD EVALUATION:
Clause 49 of the Listing Agreement mandates that the Board shall
monitor and review the Board evaluation framework. The Companies Act,
2013 states that a formal annual evaluation needs to be made by the
Board of its own performance and that of its committees and individual
directors. Schedule IV of the Companies Act, 2013 states that the
performance evaluation of independent directors should be done by the
entire Board of Directors, excluded the director being evaluated.
The evaluation of all the directors and the Board as a whole was
conducted based on the criteria and framework adopted by the Board. The
Board approved the evaluation results as collated by the Nomination and
Remuneration Committee.
PERFORMANCE OF THE BOARD AND COMMITTEES:
During the year under review, the performance of the Board & Committees
and Individual Director(s) based on the below parameters was
satisfactory:
(i) Most of the Directors attended the Board meeting;
(ii) The remunerations paid to executive Directors are strictly as per
the company and industry policy.
(iii) The Independent Directors only received sitting fees.
(iv) The Independent Directors contributed a lot in the Board and
committee deliberation and business and
operation of the company and subsidiaries based on their experience and
knowledge and Independent views. (v) The Credit Policy, Loan Policy
and compliances were reviewed periodically; (vi) Risk Management Policy
was implemented at all critical levels and monitored by the Internal
Audit team who places report with the Board and Audit committee.
MEETING OF INDEPENDENT DIRECTORS:
Pursuant of the provision of Section 149 (8) of the Companies Act, 2013
read with Schedule IV and Clause 49 of the Listing Agreement, the
Independent Directors of the Company held their meeting on 12th
February, 2015, reviewed the performance of non- independent directors
and the Board as a whole including the Chairperson of the Company,
views expressed by the executive directors and non-executive directors
at various level, and quantified the quality, quantity and timeliness
of flow of information between the Company, management and the Board
and expressed satisfaction.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The current policy is to have an appropriate mix of executive and
independent directors to maintain the independence of the Board and
separate its functions of governance and management. As on 31st March,
2015, the Board consists of 5 members. Out of which Three is the
Independent Directors, two Executive directors.
The policy of the Company on directors' appointment and remuneration,
including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under Sub section
(3) of Section 178 of the Companies Act, 2013, adopted by the Board and
are stated in this Board report. We affirm that the remuneration paid
to the directors is as per the terms laid out in the nomination and
remuneration policy of the Company.
COMMITTEES OF THE BOARD:
Currently, the Board has Four Committees: 1) Audit Committee, 2)
Nomination and Remuneration Committee, 3) Risk Management Committee, 4)
Shares Transfer /Investor Grievances Committee.
A detailed note on the Board and its Committees is provided under the
Corporate Governance Report that forms part of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP
COMMITTEE
Pursuant to the Section 178 of the Companies Act, 2013, the Company has
set up a Nomination and Remuneration and Stakeholders Relationship
Committee under the Chairmanship of the Independent Director Mr. Shital
Mutha, and Mr. Sailendra Kumar Patni.
The Gist of the Policy of the said committee: For Appointment of
Independent Director (ID):
a. Any person who is between the age of 25 years and below 75 years
eligible to become Independent Director(ID);
b. He has to fulfill the requirements as per section 149 of the
Companies Act, 2013 read with Clause 49 of the Listing Agreement;
c. Adhere to the code of conduct as per Schedule IV to the Companies
Act, 2013;
d. Strictly adhere to the Insider Trading Regulation of the SEBI and
Insider Trading policy of the Company;
e. Independent Director should have adequate knowledge and reasonably
able to contribute to the growth of the Company and stakeholders;
f. Independent Director should be able to devote time for the Board
and other meetings of the company;
g. Entitled for sitting fees and Reasonable conveyance to attend the
meetings; and
h. Able to review the policy, participate in the meeting with all the
stakeholders of the company at the Annual General Meeting.
RISK MANAGEMENT POLICY
The company has developed Risk Management Policy mainly covering the
following areas of concerns
1. License and policy of government of the India in connection with
Banking and banking regulation.
2. Adequate policy in connection with foreign exchange, management
fluctuations thereof duly placed before the Board.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to
the Company's policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of
the accounting records, and the timely preparation of reliable
financial disclosures.
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.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations
of the Company.
Based on the report of internal audit function, process owners
undertake corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to
Board.
M/s. Dhawan & Co.. - Chartered Accountants are the internal Auditor of
the Company.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the Section 134(3)(c) and Section 134 (5) of the Companies
Act, 2013, the Board of Directors of the Company hereby confirm:
(I) That in the preparation of the accounts for the financial year
ended 31stMarch, 2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 and loss of the Company for the year under review;
(iii) That the Directors have taken proper and sufficient care 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;
(iv) That the Directors have prepared the accounts for the financial
year ended 31stMarch 2015 on a 'going concern' basis.
(v) The internal financial controls laid and have been followed by the
company and that such controls are adequate and are operating
effectively. Such controls means controls and policies and procedures
adopted and adherence by the company for orderly and efficient conduct
of the business for safeguarding assets, prevention and detection of
frauds and errors and maintenance of accounting records and timely
preparation of financial statements and review its efficiency.
(vi) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
AUDITORS:
STATUTORY AUDITORS
At the Annual General Meeting held on 27th September, 2014, M/s.
Motilal & Associates, Chartered Accountants, were appointed as
statutory auditors of the Company to hold office till the conclusion of
the 29th Annual General Meeting to be held in the calendar year 2020.
In terms of the first proviso to Section 139 of the Companies Act,
2013, the appointment of the auditors shall be placed for ratification
at every Annual General Meeting. Accordingly, the appointment of M/s.
Motilal & Associates, Chartered Accountants, as statutory auditors of
the Company, is placed for ratification by the shareholders.
In this regard, the Company has received a certificate from the
auditors to the effect that if they are re- appointed, it would be in
accordance with the provisions of Section 141 of the Companies Act,
2013.
SECRETARIAL AUDITOR
M/s. P. D. Pandya & Associates, Company Secretary in Practice 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 Board has appointed M/s. Amarendra Mohapatra & Associates, Company
Secretary in Practice, as secretarial auditor of the Company for the
financial year 2015-16.
AUDITORS REPORT
The Auditors have not made any qualification to the financial
statement. Their reports on relevant notes on accounts are
self-explanatory and do not call for any comments under section 134 of
the companies Act, 2013.
OBSERVATION JUSTIFICATION
Non Compliance of KMP The Company has appointed CFO as KMP and is in
the process of filing the necessary forms to the Concerned Authorities.
Further the Company is in the process of appointing Whole Time
Director/Managing Director and Company Secretary.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS:
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's
operations in future.
CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
As required by the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 the relevant information pertaining
to conservation of energy, technology absorption, foreign exchange
earnings and outgo are as follows:
A) CONSERVATION OF ENERGY:
The Company continues its policy of encouraging energy conservation
measures. The regular review of energy consumption and the systems
installed to control utilization of energy is undertaken.
B) RESEARCH &DEVELOPMENT ACTIVITIES:
There is a dedicated team being formed which conduct market research
will prepare the inputs which will be used to create the R&D Pipeline.
Continuous efforts are being made to improve reliability and quality
through in houseR&D efforts and presently the R&D is headed by Mr. Anil
Kothari.
C) TECHNOLOGY ABSORPTION:
The Company is equipped with technologies from world's leaders.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Fraud and Risk Management
Policy (FRM) to deal with instance of fraud and mismanagement, if any,
in staying true to our values of Strength, Performance and Passion and
in line with our vision of being one of the most respected companies in
India, the Company is committed to the high standards of Corporate
Governance and stakeholder responsibility.
A high level Committee has been constituted which looks into the
complaints raised. The Committee reports to the Audit Committee and the
Board.
The FRM Policy ensures that strict confidentiality is maintained whilst
dealing with concerns and also that no discrimination will be meted out
to any person for a genuinely raised concern.
RELATED PARTY TRANSACTIONS/CONTRACTS:
Pursuant to the Section 134(3)(h) of the Companies Act, 2013 and Rule
8(2) of the Companies (Accounts) Rules, 2014, the particulars of
contract or arrangement entered into by the Company with related
parties referred to in Section 188(1) are available in the Note no 1(5)
of the, Standalone financial statements section of the Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Loans, Guarantees and Investments covered under section 186 of the
Companies Act, 2013 form part of the notes to the financial statements
provided in this Annual Report.
EXTRACT OF ANNUAL RETURNS
Pursuant to the Section 134(3)(a) of the Companies Act, 2013, the
details forming part of the extract of the Annual Return is Form MGT-9
is Annexure-V.
HUMAN RESOURCES MANAGEMENT:
We take this opportunity to thank employees at all levels for their
dedicated service and contribution made towards the growth of the
company. The relationship with the workers has continued to be cordial.
To ensure good human resources management at the company, we focus on
all aspects of the employee lifecycle. This provides a holistic
experience for the employee as well. During their tenure at the
Company, employees are motivated through various skill-development,
engagement and volunteering programs.
As per provisions of Section 197(12) of the Companies Act, 2013, read
with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is Annexure-VI to this Board's
report.
In terms of Section 197(12) of the Companies Act, 2013, read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, no employee(s) drawing remuneration
in excess of limits set out in said rules forms part of the annual
report.
Considering the first proviso to Section 136(1) of the Companies Act,
2013, the Annual Report is being sent to the members of the Company and
others entitled thereto. The said information is available for
inspection at the registered office of the Company during business
hours from 11 a.m to 2 p.m on working days of the Company up to the
date of the ensuing Annual General Meeting. Any shareholder interested
in obtaining a copy thereof, may write to the Company Secretary in this
regard.
CORPORATE GOVERNANCE:
A Report on Corporate Governance along with a Certificate from M/s.
Motilal Jain & Associates Chartered Accountants regarding compliance
with the conditions of Corporate Governance as stipulated under Clause
49 of the Listing Agreement with Stock Exchange forms part of this
Report and Annexure-VII to this Board's Report.
INSURANCE OF ASSETS
All the fixed assets, finished goods, semi-finished goods, raw
material, packing material and goods of the company lying at different
locations have been insured against fire and allied risks.
BANK AND FINANCIAL INSTITUTIONS
Directors are thankful to their bankers for their continued support to
the company.
ACKNOWLEDGMENTS
Your Directors convey their sincere thanks to the Government, Banks,
Shareholders and customers for their continued support extended to the
company at all times.
The Directors further express their deep appreciation to all employees
for commendable teamwork, high degree of professionalism and
enthusiastic effort displayed by them during the year.
On behalf of the Board of Directors.
Place: Mumbai
Dated: 29th May, 2015
Anil Kothari Januram Hinduram Choudhary
Director Director
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