DIRECTORS' REPORT To, The Members Elcid Investments Limited Your Directors have pleasure in presenting the Thirty Fourth Annual Report together with the audited Statement of Accounts for the year ended 31st March, 2015. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS: The total net profit before tax of the Company has increased by around 24% to Rs. 20,38,72,376/- W compared to Rs. 16,37,04,763/- in 7014 The NVr prefer after tax has increased by around 26% to Rs. 20,01,49,835/- as compared to Rs, 15,87,94,912/- in 2014. With the growing markets your Company is also expected to grow and the future prospects are expected to be better with the homing economy of the Country. DIVIDEND: Your Directors have pleasure to recommend, payment of Dividend for the year ended 31.03,2015 on 2,00,000 Equity Shares of Rs. 10/- each at Rs. 10 .00.<Previous year Rs. 10.00 per share) The Dividend on equity shares, if approved, would amount to Rs. 24.07 Lacs including corporate dividend tax of Rs. 4.07 Lacs and will be paid to those members whose names appear on the Register of Members as on 2l51 August, 2015. RESERVES; Company proposes to transfer a sum of Rs. 4,03,00,000/- to Special reserve created under the provisions of section 45-IC of Reserve Bank of India (Amendment) Act 1997 and a sum of Rs. 2,00,00,000/- to transfer to general reserves, MATERIAL CHANGES AND COMMITMENT EF ANY AFFECTING THE FINANCIAL POSrriON OFTHE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH TH [SFIN ANCLAL STATEMENTS RELATE AND THE DATE OF THE REPORT No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report. EXTRACTS OF ANNUAL RETURN: The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure 1 and is attached to this Report SUBSIDIARY COMPANIES: The Company has two subsidiary companies vis, Murahar Investments &; Trading Company Limited & Suptaswar Investments & Trading Company Limited However the Company does not have any joint venture or associate company, A separate statement containing the salient features of rhe financial features of financial statements of all subsidiaries of your company forms part of consolidated financial statements in compliance with section 129 and any other applicable sections, if any, of Companies Act 2013 as ^Annexure T CONSOLIDATED FINANCIAL STATEMENTS: The consolidated financial statements of your Company for the financial year 2014-15, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and Listing Agreement as prescribed by the Securities and Exchange Board of India (Stbl). DIRECTORS: Mr. Varun Vakil retires at this Annual General Meeting and being eligible offer himself for reappointment. Ms. Nehal Vakil who also retires by rotation does not offer herself for reappointment. Company has received notice u/s 160 for the appointment of Mrs, Dipika Vakil as a Director of the Company at the ensuing Annual General Meeting. Your Board recommends for appointment of Mrs. Dipika Vakil and reappointment of Mr. Varun Vakil as Directors of the Company. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW: The Company had 8 Board Meetings during the Financial Year under review. 8. COMMITTEES OF BOARD: a.) Audit Committee : The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2013 is applicable to the Company. The above composition of the Audit Committee consists of al! Independent Directors except MSi Nehal Vakil. The Committee had 2 Meetings during the Financial Year under review. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES: The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors1 qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 are decided by the Nomination # Pemnnprfium Committee constituted by the Company. The Committee had 1 Meeting during the Financial Year under review. All the Directors in the Company are non executive Directors. They are paid sirring fees for the Board meetings and Audit Committee Meetings attended by them. Since none of the Directors are in whole time employment of the Company hence no remuneration is paid to them. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES Company's income is mainly from the dividend income which is excluded from the computation of net profits as provided in Rule 2(f)(ii) the Companies (Corporate Social Responsibility Policy) Rules. 2014, As such the Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable after deduction of dividend income. DECLARATION OF INDEPENDENT DIRECTORS: The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant roles. FORMAL ANN UAL EVALUATION; Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of die 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 and Corporate Social Responsibility Committees. RATIO OF DIRECTOR'S REMUNERATION TO MEDIAN EMPLOYEES REMUNERATION AND OTHER DICLOSURES. None of the Directors is receiving any remuneration except sitting fees. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: Considering nature of business activities carried out by the Company, your Board has nothing to report disclosures about Conservation of Energy and Technology Absorption as required under Section 134(m) of the Companies Act, 2013, There was no foreign exchange Inflow or Outflow during tic financial year under review. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY: The Company is an investment company and therefore the predominant risk pertains to investments including capital market risks. The company regularly appoints and seeks advise from reputed portfolio managers to mitigate the risks and accordingly carry out its investments within the risk management framework. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013: Your Company is a Non Banking Finance Company (NBFC) registeted with die Reserve Bank of India. Investments are made by the Company as normal business routine. Section 186 of the Companies Act 2013, hence is not applicable on the Company, There were no Joans and guarantees made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES: There were no contracts or arrangements made with any related parties during the year under review. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS There was no qualifications, reservations or adverse remarks made by the either by the Auditors or by the Practicing Company Secretary in their respective reports. During the financial year under review, no fraud against rhe Company or by the Company was found by the Auditors the Company. DIRECTORS RESPONSIBILITY STATEMENT; In accordance with the provisions of Section 134(5) of the Companies act the Board hereby submit its responsibility Statement:— (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 tliem consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of rhe 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 rhe 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; (e) 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; and (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. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board The Company monitors and evaluates the efficacy and adequacy of internal control system m the Company, its compliance with operating systems, accounting procedures and policies in the Company. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board VIGIL MECHANISM: Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. DEPOSITS: The Company has neither accepted nor renewed any deposits during the year under review. SHARES: There is no change in the Share Capital of the Company, As on 31st March, 2015, the issued, subscribed and the paid up sliare capkaluf die Company sluud <iL R&. 20,00,000/- comprising of Rs. 2,00,000 Equity Shares of Rs. 10/- each. STATUTORY AUDITORS: M/s. Deepak Shah &r Company, Chartered Accountants, Mumbai, retire as the Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office if reappointed. Your Directors recommend their reappointment for the ensuing year, 14 SECRETARIAL AUDIT: Pursuant to the provisions of Section 204 of the Companies Act. 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014, the Company has appointed Mr. Ehupendra Shroff, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure 3". CORPORATE GOVERNANCE As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors conferring compliance forms an integral part of this Report as Anncxure 4 LISTING WITH STOCK EXCHANGE: The Company confirms that it has paid the Annual listing Fees for the year 2015-2016 to BSE Ltd where the Company's Shares are listed. PARTICULARS OF EMPLOYEES: There is no employee in the Company drawing monthly remuneration of Rs.5,00,000/- per month or Rs.6O,00rOQO/- per annum. The company has I employee. Hence the Company is not required to disclose any information as per Rule, 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS: There are no signifzcanry material orders passed by the Regulators or Courts or Tribunals impacting the going concern stares of your Company and its operations in future. ACKNOWLEDGEMENTS: Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledge gratitude the shareholders for their support and confidence reposed on your Company. For And On Behalf Of The Board For Elcid Investments limited Varun A- Vakil Chairman Place : Mumbai date : ; May 29,2015 |