| Dear Members,
The Directors have pleasure in presenting before you the 31st Annual
Report on the business and operations of the Company alongwith the
Audited Financial Statement for the financial year ended 31st March,
2015.
FINANCIAL HIGHLIGHTS:
Financial Result of the Company for the year under review alongwith the
figures for previous year are as follows
(in Rs.)
Particulars 31st March, 31st March,
2015 2014
Gross Income 4,560,408 4,560,000
Profit/(Loss) after depreciation 58,181 2,165,985
Less: Current Provision for Standard Assets -- (662)
Provision for Sub-Standard Assets -- -
Profit/(Loss) before tax 58,181 2,166,647
Less: Provision for Taxation
Current Tax (54,733) (711,920)
Previous Year Tax 24,208 15,561
Deferred fax 36,105 19,265
Profit/(Loss) after tax 63,761 1,489,553
Add: Balance brought forward from last year (152,100) (1,343,743)
Surplus available for appropriation
Less: Appropriations
Transfer to Reserve Fund u/s 45IC of RBI
Act. 1934 (690) (297.910)
Surplus carried to Balance Sheet (89,029) (152,100)
OPERATIONAL PERFORMANCE:
During the financial year 2014-15, the Company has recorded revenue of
Rs. 4,560,408/-. The Company has earned net profit of Rs. 63,761/-
during the year as compared to profit Rs. 1,489,553/- in the last year.
The Directors are optimistic about future performance of the Company.
TRANSFER TO RESERVES:
During the year under review Company has transferred Rs. (690)/- to the
Reserves Fund from the profits of the Company in accordance with the
provision of Section 45IC of the Reserve Bank of India.
RBI GUIDELINES:
The Company continues to fulfill all the norms and standards laid down
by the Reserve Bank of India for the Non Banking Financial Company.
NBFC REGISTRATION:
The company has been registered with Reserve Bank of India as Non
Banking Finance Company Vide Registration No. B-14.00808 dated 20th
May, 1998.
SUBSIDIARY COMPANIES:
The Company does not have any subsidiary company.
DIVIDEND:
As the company kept the profits for investment in better projects it
regret not to recommend any dividend. But the directors are hopeful
better result in ensuring future.
NO. OF BOARD MEETINGS HELD:
The Board of Directors duly meets 16 times during the financial year
from 1st April, 2014 to 31st March, 2015. The dates on which meetings
were held are as follows:
10th April, 2014, 12th April, 2014, 18th April, 2014, 12th May, 2014,
14th June, 2014, 14th July, 2014, 27th July, 2014, 13th August, 2014,
26th August, 2014, 29th September, 2014, 30th October, 2014, 1st
December, 2014, 15th December, 2014, 7th January, 2015, 19th January,
2015 and 23rd February, 2015.
BOARD OF DIRECTORS:
APPOINTMENT OF INDEPENDENT DIRECTORS:
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Anil was appointed as an
Additional Director by the Board on 15th December, 2014 and
subsequently your Directors recommend the appointment of Mr. Anil as
Independent Director as proposed in the notice for the Annual General
Meeting.
Your Directors state that Mr. Anil who is proposed to be appointed as
Independent Director possess appropriate skills, expertise and
knowledge and is qualified for appointment as Independent Director.
RE-APPOINTMENT OF DIRECTORS:
Mrs. Babita Jain, Director of the Company, is liable to retire by
rotation at the ensuing Annual General Meeting and being eligible,
offer themselves for re-appointment. The Board of Directors recommends
their re-appointment.
KEY MANAGERIAL PERSONNEL:
The following employees were designated as whole-time key managerial
personnel by the Board of Directors during the year under review:
(i) Mr. Virendra Jain, Managing Director
(ii) Mr. Upendra Mani Tripathi, Company Secretary
DECLARATION BY INDEPENDENT DIRECTORS:
The Independent directors have submitted their disclosure to the Board
that they fulfill all the requirements as to qualify for their
appointment as an Independent Director under the provisions of Section
149(6) of the Companies Act, 2013 as well as Clause 49 of the Listing
Agreement and annexed herewith to this report marked as Annexure-I.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination &
Remuneration, Stakeholders' Relationship Committee and Risk Management
Committee. The manner in which the evaluation has been carried out has
been explained in the Corporate Governance Report.
CREDIT RATING:
The Directors of the Company are also happy to report that the Company
get its membership Certificate from all four CICs i.e, Credit
Information Bureau (India) Limited (CIBIL), Equifax Credit Information
Services Private Limited (ECIS), Experian Credit Information Company of
India Pvt Ltd, CRIF High Mark Credit Information Services Pvt Ltd. A
sound rating/upgrade in a challenged business environment speaks
volumes about the Company's performance and its systems & processes.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:
In pursuant to the provision of section 177(9) & 10 of the Companies
Act, 2013, The Company has formulated a Whistle Blower Policy to
establish a vigil mechanism for Directors and employees of the Company
to report concerns about unethical behavior, actual or suspected fraud
or violation of the company's code of conduct or ethics policy. The
Whistle Blower Policy is available on the website of the Company.
EXPOSURE TO REAL ESTATE:
The Company has given Interest bearing loan to the Suncity Projects
Pvt. Ltd. of Rs. 38,000,000/-.
DEPOSITS:
During the year, the Company has not invited/accepted any deposits
under Companies Act, 2013.
AUDITORS OBSERVATIONS:
The observations made by Auditors with reference to notes to account
are self explanatory and need no comments.
AUDITORS:
STATUTORY AUDITORS:
To Appoint auditor M/s Sanjeev Gaurav & Associates as Statutory Auditor
of the company for the period of 5 years commencing from the conclusion
of this Annual General Meeting until, the conclusion of 36th Annual
General Meeting subject to ratification at every Annual General Meeting
on such remuneration as may be fixed in this behalf by the Board of
Directors of the Company. A Certificate from the Auditors has been
received to the effect that their appointment, if made, would be within
the limits prescribed under section 141(3)(g) of the Companies Act,
2013 and that they are not disqualified to be appointed as statutory
auditor in terms of the provisions of the proviso to section 139(1),
section 141(2) and section 141(3) of the companies Act, 2013, and the
provisions of Companies (Audit and Auditors) Rules, 2014.
During the year M/s Gaurav Ashok Jain & Associates (FRN 023419N),
Chartered Accountant of the Company has shown its desire to discontinue
its services as statutory auditors of the Company, due to its
pre-occupation.
AUDITORS' REPORT:
The Auditors' Report is annexed herewith marked as Annexure-ll and
forms part of the Annual Report.
SECRETARIAL AUDIT AND THE APPOINTMENT OF THE SECRETARIAL AUDITORS:
The Company has appointed M/s SAS & Associates, Company Secretaries to
hold the office of the Secretarial Auditors and to conduct the
Secretarial Audit and the Secretarial Audit Report is annexed herewith
marked as Annexure-ill to this report in Form No. MR-3 which is self
explanatory and need no comments.
APPOINTMENT OF INTERNAL AUDITOR:
The Company has appointed Mr. Sameem Ahmed, Charatered Accountant as an
Internal Auditor of the Company for the F.Y.2014-15. Mr. Sameen Ahmed
placed the internal audit report to the Company which is self
explanatory and need no comments.
ABSTRACT OF THE ANNUAL RETURN:
The Abstract of the Annual Return for the financial year 2014-15 is
being attached with the Directors report in Form No. MGT-9 marked as
Annexure-IV.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investment covered under the
provisions of section 186 of the Companies Act, 2013 are given in the
Notes to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of contracts or arrangements with related parties for
the year 2015 is annexed herewith to the Financial Statements in Form
No. AOC-2.
LISTING OF SHARES:
The shares of the Company i.e. 39,97,000 Equity Shares of Rs. 10/- each
are listed on BSE Limited as per BSE Direct Listing Norms and the
shares are also listed on DSE Limited (DSE) but as per SEBI circular
WTM/PS/45/MRD/DSA/NOV/2014 dated 19th November, 2014, DSE has been
derecognized as Stock Exchange.
DEMATERILISATION OF SHARES:
The Company has connectivity with NSDL &. CDSL for dematerialization of
its equjty shares. The ISIN No. INE201F01015 has been allotted for the
Company. Therefore, investors may keep their shareholding in the
electronic mode with their Depository Participates. 88.99% of the
Company's Paid-up Share Capital is in dematerialized form as on 31st
March, 2015 and balance 11.01% is in physical form.
DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provision of section 134(5) of the Companies
Act, 2013 the Board confirm and submit the Director's Responsibility
Statement:
* in the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed;
* The Directors had 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 of the
Company for the year under review;
* The Directors have taken proper & sufficient care of 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
prevention & detecting fraud & other irregularities;
* The Directors have prepared the accounts for the year financial ended
31st March, 2015 on a going concern basis.
* The directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively.
* The directors had devised proper system to ensure compliance with the
provision of all applicable laws and that such systems were adequate
and operating effectively.
PARTICULARS OF EMPLOYEES:
None of the employee was drawing in excess of the limits by the
Companies Act, 2013 and rules made there under which needs to be
disclosed in the directors report.
REMUNEARATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL /
EMPLOYESS:
* the ratio of the remuneration of each director to the median
employee's remuneration for the financial year and such other details
as prescribed is as given below:
Name of Director Ratio
Babita Jain (Director) 2:1
* the percentage increase in remuneration of each director, Chief
Financial Officer, Chief Executive Officer, Company Secretary or
Manager, if any, in the financial year; NO *
* the percentage increase in the median remuneration of employees in
the financial year; NIL
* the number of permanent employees on the rolls of company; 2
* the explanation on the relationship between average increase in
remuneration and company performance; N.A
* comparison of the remuneration of the Key Managerial Personnel
against the performance of the company
Name Designation Salary (Per month)
Virendra Jain Managing Director Nil
Upendra Mani Tripathi Company Secretary 25,000
* variations in the market capitalization of the company, price
earnings ratio as at the closing date of the current financial year and
previous financial year and percentage increase over decrease in the
market quotations of the shares of the company in comparison to the
rate at which the company came out with the last public;
* average percentile increase already made in the salaries of employees
other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration
and justification thereof and there are any exceptional circumstances
for increase in the managerial remuneration; N.A
* the key parameters for any variable component of remuneration availed
by the directors; N.A
* the ratio of the remuneration of the highest paid director to that of
the employees who are not directors but receive remuneration in excess
of the highest paid director during the year; N.A
* affirmation that the remuneration is as per the remuneration policy
of the company. YES
CORPORATE GOVERNANCE:
As per Clause 49 of the Listing Agreement with Stock Exchanges, a
report on Corporate Governance together with the Auditors' Certificate
regarding the compliance of conditions of Corporate Governance forms
part of the Annual Report.
MANAGEMENT DISCUSSION ANALYSIS REPORT:
The Management 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 presented in a separate section which
forms part of the Annual Report.
NON ACCEPTANCE OF PUBLIC DEPOSITS:
The Company has not accepted any Public Deposits or any Fixed Deposit
during the financial year 2014-15 and hence there are no defaults in
repayment of amount of principle and interest as on the date of Balance
Sheet.
NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RBI) DIRECTIONS, 1998:
Pursuant to the Non-Banking Financial Companies' Auditor's Report
(Reserves Bank) directions, 1998, a report from the Statutory Auditors
to the board of directors' has been received by your company. This
report has certified that the company has complied with all the
directions and prudential norms as prescribed under the RBI act, 1934.
CAPITAL FUND TO RISK WEIGHTED ASSETS:
Percentage to capital funds to risk weighted assets/exposures
Particulars (in %)
Tier-1 Capital 102.74
Tier-ll Capital 0.24
Total 102.98
HEALTH. SAFETY AND ENVIRONMENT PROTECTION:
The Company has complied with all the applicable environmental law and
labour laws. The Company has been complying with the relevant laws and
has been taking all necessary measures to protect the environment and
maximize worker protection and safety.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND
REDRESSAL ACT. 2013:
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and
disposed off during the year 2014-15.
* No of complaints received : 0
* No of complaints disposed off : N.A.
DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:
The assets of the Company are adequately insured against the loss of
fire, riot, earthquake, terrorism, loss of profits, etc other risks
which considered necessary by the management. The Company has been
addressing the various risks impacting the Company and policy of the
Company on risk management is provided elsewhere in this Annual Report
in Management Discussion and Analysis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS & OUTGO:
The Company, being a Non-Banking Finance Company (NBFC), does not have
any manufacturing activity. The directors, therefore, have nothing to
report on 'conservation of energy, technology absorption'. During the
year under review their has been no foreign exchange earnings and
outgo.
ACKNOWLEDGEMENT:
The Directors are thankful to the Bankers, Customers, Dealers, and
Vendors for their valuable support and assistance.
The Directors wish to place on record their appreciation of the
commendable work done, dedication and sincerity by all the employees of
the Company at all levels during the year under review.
The Company will make every effort to meet the aspirations of its
shareholders and wish to sincerely thank them for their whole hearted
co-operation and support at all times.
For and on behalf of the Board of Directors
Place: New Delhi Virendra Jain
Date: 08.08.2015 Chairman & Managing Director
DIN:00530078
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