| Dear Members,
The Directors are pleased to present the 24th Annual Report of the
Company together with the Audited Financial Statements and Auditors'
Report for the year ended 31st March, 2015.
Financial Results :
The Company's financial performance, for the year ended 31st March,
2015 is summarized below:
Particulars 2014-2015 2013-2014
(Rs. In lacs) (Rs. In lacs)
Total Income 28.01 28.33
Profit/(Loss) before depreciation 2.55 (56.72)
Less : depreciation 2.05 1.52
Profit / (Loss) before tax & 0.50 (58.24)
extraordinary item
Add: exceptional items - 2.82
Less: extraordinary items - -
Less: provision for taxation 1.00 3.71
Profit/(Loss) after tax (0.50) (59.13)
Add : profit brought forward (1.82) 57.31
from previous year
Less: depreciation of 0.62 -
the earlier year
Less : transferred to - -
Special Reserve
Balance carried to the (-)2.94 (-)1.82
Balance Sheet
Operations Review :
The Company has incurred a Net Loss of Rs. 49,956/- during the year
under review against the Net loss of Rs. 5,913,019/- in the Previous
Year. Company is looking for an opportunity to make a suitable
expansion/ diversification.
Dividend :
Your Directors have not recommended any dividend for the year under
review.
Reserves :
During the financial year ended on 31st March, 2015 no such amounts
being transferred to Reserve.
Subsidiary and Associate Companies :
The particulars of Associate Company as on 31st March, 2015 have been
included in Form MGT-9 which is annexed to this report as Annexure C.
However in accordance with Companies (Accounts) Amendment Rules, 2014
issued by the Ministry of Corporate affairs, Government of India, the
consolidated financial statement of the Associate Company is not
required to be annex for the financial year 2014-2015. Further the
Company does not have any Subsidiary.
Risk Management :
The Company does not have any Risk Management Policy. However it has
adopted risk mitigation measures in its business at present the Company
has not identified any element of risk which may threaten the existence
of the Company.
Internal Control Systems and their adequacy :
The Company has in place an elaborate internal control system to ensure
proper authorization and accounting of transactions as also for
safeguarding and protecting Companies assets against loss. The internal
auditor reports are periodically reviewed by the management and the
Audit Committee and necessary corrective actions are taken from time to
time.
Directors and Key Managerial Personnel:
In accordance with the provisions of Section 152 of the Companies Act,
2013, Mr. Anil Kumar Jain, Director of the Company would retire by
rotation and being eligible, offers himself for re-appointment. His
appointment will be considered at the ensuing Annual General Meeting.
Pursuant to Section 149 of the Companies Act, 2013, your Directors seek
the appointment of Mr. Anilkumar Indralal Gulati and Mr. Venkiteswaran
Venkitaswaran Parlikad as Independent Directors of the Company for 5
(Five) consecutive years, for a term up to 29th Annual General Meeting
of the Company, subject to the approval of shareholders in the
forthcoming Annual General Meeting.
The Independent Directors of the Company would not be liable to retire
by rotation.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under the Companies Act, 2013 and
Clause 49 of the Listing Agreement and there has been no change in the
circumstances which may affect their status as Independent Director
during the year.
During the year, the Non-Executive Independent Directors of the Company
had no pecuniary relationship or transactions with the Company.
Further Pursuant to Section 196 of the Companies Act, 2013, your
Director's seek the appointment of Ms. Rekha Tukaram Bolkar as the
Managing Director of the Company for the tenure of 3 (Three) years,
subject to the approval of the shareholders. The resolutions seeking
approval of the shareholders for the appointment of Ms. Rekha Tukaram
Bolkar have been incorporated in the notice of the forthcoming Annual
General Meeting of the Company along with brief details about her.
Pursuant to the provisions of Section 203 of the Act, which came into
effect from 1st April, 2014, the appointments of Ms. Rekha Tukaram
Bolkar, Managing Director; Mr. Shree Dass Maheshwari, Chief Financial
Officer and Ms. Jyotsna Jindal, Company Secretary as key managerial
personnel of the Company were formalized.
Meetings of the Board:
During the year 4 (Four) meetings of the Board of Directors were held
i.e. on 14th May, 2014; 13th August, 2014; 13th November, 2014 and 11th
February, 2015. For further details, please refer report on Corporate
Governance forming part of Annual Report.
Familiarisation of Independent Directors :
The details of programmes for familiarisation of Independent Directors
with the Company, their roles, rights, responsibilities in the Company,
nature of the industry in which the Company operates, business model of
the Company and related matters are put up on the website of the
Company at the www.margofinance.com.
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 the formal annual evaluation needs to be made by 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 the Independent Directors shall be done by
the entire Board of Directors, excluding the Directors 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
evaluation process has been explained in the Corporate Governance
report section in this Annual Report. The Board approved the evaluation
results as collated by the Nomination and Remuneration Committee.
Nomination and Remuneration Policy:
The policy of the Company on Directors appointment and remuneration,
including the criteria for determining qualification positive
attributes independence of a Director and other matters provided under
Sub-section 178 of the Companies Act, 2013, adopted by the Board, is
appended as Annexure -A to the Directors' Report. We affirm that the
remuneration paid to the Directors is as per the term laid out in the
Nomination and Remuneration Policy of the Company.
Auditors and Auditor's Report:
Statutory Auditors :
The Auditors, M/s AVK & Associates, Chartered Accountants, retire at
the conclusion of the ensuing Annual General Meeting and being eligible
have sought appointment. The Auditor has confirmed that, they satisfy
the criteria provided under Section 141 of the Companies Act, 2013 and
their appointment, if made would be in compliance with the conditions
prescribed under the Act.
The Audit Committee and the Board of Directors recommended the
appointment of M/s AVK & Associates, Chartered Accountant, as Auditor
of the Company for a Period of two years to hold office from the
conclusion of the ensuing Annual General Meeting to the conclusion of
the 26th Annual General Meeting of the Company, Subject to ratification
by the members at each Annual General Meeting.
The Auditors' Report to the Member together with Accounts for the year
ended 31st March, 2015 and the observations of the Auditors as referred
in their report are suitably explained in the notes to accounts and
therefore do not call for any further comments. The Auditors' Report
does not contain any qualification, reservation or adverse remark.
Secretarial Auditor :
Pursuant to the requirement of the Section 204(1) of the Companies Act,
2013 and Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rule, 2014, the Company has appointed Ashu Gupta
& Co., Practising Company Secretary, to conduct Secretarial Audit for
the financial year 2014-15. The Secretarial Audit Report for the
financial year ended 31st March, 2015 is annexed herewith marked as
Annexure B to this Report. The Secretarial Audit Report has contained
the observation regarding the improper composition of the Board of
Director and the Rotational Director.
During the year the Company has rectify the observation in the
Secretarial Auditor Report and in compliance with the applicable
provision of the Companies Act, 2013 and Clause 49 of the Listing
Agreement proper composition of the Board of Director and Rotational
Director has been complied with.
Audit Committee :
The Audit Committee comprises of four Independent Directors and one
Executive Director viz., Mr. Sushilkumar Krishan Agrawal (Chairman),
Mr. Govind Prasad Agrawal, Mr. Anilkumar Indralal Gulati, Mr.
Venkiteswaran Venkitaswaran Parlikad and Ms. Rekha Tukaram Bolkar as
other members.
All the recommendations made by the Audit Committee were accepted by
the Board.
Vigil Mechanism/Whistle Blower Policy:
As per Companies Act, 2013 read with Clause 49 of the Listing
Agreement, the Board of Directors of the Company have constituted Vigil
Mechanism /Whistle Blower Policy and adopted a policy which aims to
provide a channel to the Directors and employees to report genuine
concerns about unethical behaviour, actual or suspected fraud or
violation of the Codes of Conduct or policy. The Company is committed
to adhere to the highest standards of ethical, moral and legal conduct
of business operations and in order to maintain these standards, the
Company encourages its employees who have genuine concerns about
suspected misconduct to come forward and express those concerns in
writing through an e-mail or a letter to the Chairman of the Company or
to the compliance officer or to the Chairman of the Audit Committee.
The Policy on vigil mechanism and whistle blower policy may be accessed
on the Company's website at www.margofinance.com.
Contracts and Arrangements with Related Parties:
There are no materially significant related party transactions made by
the Company with Promoters, Key Managerial Personnel or other designated
persons which may have potential conflict with interest of the Company
at large, so there is no need to give disclosure of particulars of
contracts/arrangements entered into by the Company with related parties
referred in sub-section(1) of the Section 188 of the Companies Act, 2015
in FORM AOC-2 (Pursuant to clause (h) of sub section (3) of Section 134
of the Companies Act, 2015 and Rule 8(2) of the Companies (Accounts)
Rules, 2014.Policy on dealing with related party transactions is
available on the website of the Company www.margofinance.com.
Particulars of Loans given, Investments made, Guarantees given and
Securities provided:
Particulars of loans given and investments made are mentioned
respectively, in the schedule 2.10 and 2.09 in the notes to the accounts
to the Balance Sheet for the financial year ended on 31st March, 2015.
However the Company has not given any guarantee and security for any
such loan.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo :
Being a Non-Banking Financial Company, inclusion of particulars with
respect to conservation of energy, technology absorption as required
under Companies (Disclosure of particulars in the report of Directors)
Rules, 1975 is not required.
Further the provisions of Section 134(m) of the Companies Act, 2013 do
not apply to our Company. There was no foreign exchange inflow or
Outflow during the year under review.
Extract of Annual Return :
As required pursuant to Section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in Form No. MGT-9 forming part of
this Annual Report as Annexure C.
Particulars of Employees :
The information required pursuant to Section 197 read with rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the reports and
accounts are being sent to the members and others entitled thereto,
excluding the information on employees particulars which is available
for inspection by the members at the Registered office of the Company
during business hours on working days of the Company up to the date of
ensuing Annual General Meeting. If any member is interested in
inspecting the same, such member may write to the Company Secretary in
advance.
Directors' Responsibility Statement:
The Directors' Responsibility Statement referred to in clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013, shall state
that :
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the Directors had 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 and
loss of the Company for that period;
(c) The Directors had 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;
(d) The Directors had prepared the annual accounts on a going concern
basis; and
(e) The Directors, in the case of a listed Company, had laid down
internal financial controls to be followed
by the Company and that such internal financial controls are adequate
and were operating effectively.
(f) 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.
Management Discussion & Analysis Report:
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange in India, is presented in a separate section forming part of
the Annual Report.
Corporate Governance :
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. The Company has also implemented several best Corporate
Governance practices as prevalent in the industry. The report on
Corporate Governance as stipulated under the Listing Agreement forms an
integral part of this Report. The requisite certificate from the
Practising Company Secretary confirming compliance with the conditions
of Corporate Governance is attached to the report on Corporate
Governance.
Corporate Social Responsibility :
No disclosures on Corporate Social Responsibility are required as
provision under Section 135 of the Companies Act, 2013 and Rules made
thereunder are not applicable to the Company.
General :
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review :
1. Details relating to deposits covered under Chapter V of the
Companies Act, 2013.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme ESOS.
4. Provision of money by Company for purchase of its own shares by
employees or by trustees for the benefit of employees.
5. Bonus Shares.
6. Significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company
operations in future.
7. Material changes and commitments, affecting the financial position
of the Company occurred between the end of the financial year of the
Company to which the financial statements relate and the date of the
report.
Acknowledgement :
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the Banks, Government
authorities, customers and members during the year under review. Your
Directors also wish to place on record their deep sense of appreciation
for the committed services by the Company's executives, staff and
workers.
For and on behalf of the Board of Directors
By Order of the Board
For MARGO FINANCE LIMITED
ANIL KUMAR JAIN
Place : Mumbai Chairman
Date : 13th May, 2015 DIN : 00086106
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