BOARD OF DIRECTORS' REPORT TO The Members Your Directors present their 35lh (Thirty Fifth) Annual Report with Audited Statement of Accounts for the year ended on March 31, 2015. FINANCIAL HIGHLIGHTS During the year Company has earned the income of Rs. 215.47 lacs as compared to Rs. 163.69 lacs in the previous year. DIVIDEND Your Directors decided to plough back the profit and therefore dividend is not declared. SHARE CAPITAL During the year, the Company has allotted share warrants. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company Mr. Manoj Jain retire by rotation at the ensuing Annual General Meeting, and being eligible offers himself for reappointment. As per the provisions of the companies Act, 2013, Independent Directors are required be appointed for a term of five consecutive years, but shall be eligible for reappointment on passing of a special resolution by the company and shall not be liable to retire by rotation. All other Directors, except the Managing Director, will retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reelection. The independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013. The details of training and familiarization programmes and Annual Board Evaluation process for Directors have been provided under the Corporate Governance Report. FUTURE OUTLOOK With the new found positive momentum on economic front, the board of directors is optimistic about growth in the business segment in which company operates. The finance sector is scaling new high the directors are confident of its positive effect on overall performance of the company. Particulars of loans, guarantees or investments by company The Particulars of Loans or advances or investments made under section 186 are furnished in financial statement notes to account point no. 11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY flES) All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business and that the provisions of sections 188 of the Companies Act, 2013 are not attracted. Thus disclosure in Form AOC-2 is not required. Further, there are no material related party transactions during the year under review with Promoters, Directors or Key Managerial Personnel. The Company has developed a Related Party Transactions framework through Standards Operating Procedures for the purpose of identification and monitoring of such transactions. All Related Party Transactions are placed before the Audit Committee as also before the Board for approval. Omnibus approval was obtained on a quarterly basis for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are audited and a statement giving details of all Related Party Transactions are placed before the Audit Committee and Board for review and approval on a quarterly basis. The Policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company. None of the Directors has any pecuniary relationship or transactions visa-vis the Company. Material changes and commitment, if any, affecting the financial position of the company occurred between the end of the financial year to which this financial statements relate and the date of the report No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report. OPERATIONS Total revenue earned for the year is Rs. 2.15 crore on total Net worth of Rs. 21.52 crore which has given gross Rol 7.17% and Net Rol 1.57 %. DEPOSITS During the year under review your company has not accepted any deposits under Chapter V of Companies Act 2013. FOREIGN EXCHANGE There is no inflow and outflow of Foreign Exchange during the year. DIRECTORS' RESPONSIBILITY STATEMENT The financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost conversion on accrual basis except for certain financial instruments, which are measured at fair values, GAAP comprises mandatory accounting standard as prescribed under section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified). The Directors confirm that: a. In the preparation of the annual accounts, the applicable accounting standards had been followed and that no material departures have been made from the same: b. they 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 and loss of the company for that period; c. they 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; d. they have prepared the annual accounts on a going concern basis; and e. they have laid down internal financial controls for the company and such internal financial controls are adequate and operating effectively; and f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively. CORPORATE SOCIAL RESPONSIBILITY (CSR) The Company has not developed and implemented any Corporate Social Responsibility Policy as required under Section 135 of the Companies Act, 2013, as the said provisions are not applicable. VIGIL MECHANISM/ WHISTLE BLOWER POLICY The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement to report genuine concerns or grievances. The Vigil Mechanism/ Whistle Blower Policy may be accessed on the Company's website i.e ctcl.co.in STATUTORY AUDITORS M/s Suresh Anchaliya & Co., Chartered Accountants statutory auditors of the Company retire at the ensuing Annual General Meting and being eligible, offer themselves for re-appointment. Auditors have confirmed their eligibility and willingness to accept the office, if re-appointed. The Report given by the Auditors on the financial statements of the company is part of the Annual Report. The Statutory Auditors, in their Report to the members, have observed that the Special Resolution under section 186(3) of The Companies Act, 2013 is required to be passed in the General Meeting and the response of Directors on them is as under; The Statutory auditors are of the opinion that the company is not eligible for exemption provided u/s 186(11) of The Companies Act, 2013 and hence approval of members is required, by way of special resolution, in General Meeting of the company. The Management has noted the observation made by the auditors and has proposed special resolution, to comply with the relevant provisions of the Companies Act, 2013, in this General Meeting. Draft of resolution along with explanatory statement is appended to the notice of the 35th Annual General Meeting (AGM) of the company. SECRETARIAL AUDIT Pursuant to the provisions of the Companies Act, 2013 and Rules there on, Ms. Rupali Modi, Practising Company Secretary, has been appointed to conduct Secetarial Audit of the company for the financial year 2014-15. The Secretarial Audit Report is annexed to this Report. The Secretarial Auditors in their Report have pointed out that company has not compied with some of the provisions of companies act 2013. The comments made by the Secretarial Auditor and the response of Directors on them are as under; l.Non compliance of provisoins of section 186 of The Companies Act, 2013 Board's Response : The Management has noted the observation made by the auditors and has proposed special resolution in this General Meeting. Draft of resolution along with explanatory statement is appended to the notice of the 35th Annual General Meeting (AGM) of the company. 2.Non Apppointment of whole Time Company Secretary Board's Response: The Board is aware of the relevant provisions of the Companies Act 2013 with respect to appointment of Whole Time Company Secretary and has made attmept to appoint one. However, it is still not done as consensus between the board and the incumbant appointee could not be reached. The board is agressively pursuing the matter and is on look out for suitable candidate for the post. The Institue of Company Secretaries of India provides online and offline platform for the companies and its members to reach each other and the company has taken full advantage to the same and board is hopeful and confident that the appointment will be made soon.. 3. Constitution of Board regarding Exectuive and Non Executive Directors and. Board's Response: In this Annual General Meeting the board has propsed appointment of 3 (three) more directors to expand the board as well as to bring in more talent and forsight in the present board. With the appointment of additonal directors, as proposed, the board will be properly constituted. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION conservation of energy and Technology absorption is not applicable to the company. RISK AND INTERNAL ADEQUACY Your Company has an elaborate Risk Management procedure. Major risks identified by the businesses and functions are systematically addresses through mitigating actions on a continuing basis. During the year, your Company has set up a new Risk Management Committee in accrodance with the requirements of Listing Agreement to monitor the risks and their mitigating actions. The key risks and mitigating actions are placed before the Audit Committee of the Company. The Company's internal control systems are commensurate with the nature of its business and the size and complexity of operations. Signifanct audit observations and follow up actions thereon are reported to the Audit Committees. The Company's internal control envirenment and monitors the implementation of audit recommendations, including those relating to strenghening of the Company's risk management policies and systems. CORPORATE GOVERNANCE A separate report on Corporate Governance is provided of this Annual Report, together with a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s). A Certificate of the CFO of the Company in terms of sub-clause (IX) of Clause 49 of Listing Agreement, inter alia, confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed. The extract of annual return in Form MGT 9 as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as an Annexure to this Report. Number of meetings of the board The details of the number of meetings of the Board held during the financial year 2014-15 forms part of the Corporate Governance Report. The intervening gap between any two meetings was within the period prescribed by Clause 49 of the Listing Agreement and the Companies Act, 2013. Committees of the Board Currently the Board have five Committees namely Committee of Directors, Audit Committee, Nomination and Remuneration Committee, Share Transfer, Investor Grievances & Stakeholders Relationship Committee and Risk Management Committee. A detailed note on Board and its committees is provided under the corporate governance section to this annual report. Board Diversity The Company recognises and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage difference in thought, perspectives, knowledge, skill, regional and industry experience, cultural and geographical background. The Board has adopted the Policy on Board Diversity which sets out the approach to diversity of the Board of Directors and the same is available on our website ctcl.co.in Remuneration and Nomination Policy The Board of Directors of the Company has an optimum combination of Promoter Director and Non-Executive Independent Directors, who have in depth knowledge of the business and industry. The composition of the Board is in conformity the Listing Agreement with the Stock Exchanges and Companies Act, 2013. The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Policy Personnel and Senior Management of the Company. This Policy also lays down criteria for selection and appointment of Board Members. Declaration by Independent Directors All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Programmes for familiarisation of Independent Directors The details of programmes for familiarisation of Independent Directors with 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 i.e ctcl.co.in Retirement by rotation In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Mr. Manoj Jain ,Director retire by rotation and being eligible, offer herself for re-appointment at the ensuing Annual General Meeting. Brief details of the Director proposed to be appointed / Re - appointed as required under Clause 49 of the Listing Agreement is provided in the notice of the Annual General Meeting and forms an integral part of this Annual Report. Auditors' Certificate on corporate governance A Certificate from a Practising Company Secretary confirming compliance with the conditions of Corporate Governance under Clause 49 of the listing Agreement is attached as annexure to Corporate Governance Report to this Report. Significant and material orders passed by the regulators or courts There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations. RELATED PARTY TRANSACTIONS In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement, your Company has formulated a policy on Related Party Transactions. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between Company and Related Parties. This policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and Equity Listing Agreement. All Related Party Transactions entered during the year were in Ordinary Course of the Business on Arm's Length basis. No Material Related Party Transactions, i.e transactions exceeding 10% of the annual consolidated turnover as per last audited financial sttements, were entered during the year by your company. Accordingly, the disclosure of Related Party Transactions as required under section 134(3) (h) of the Companies Act, 2013, AOC 2 is not applicable. 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 Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. 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 ctcl.co.in The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure. 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. VIGIL MECHANISM / WHISTLE BLOWER POLICY: The Company has a vigil mechanism named Fraud and Risk Management Policy 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. The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. 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. A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board. PREVENTION OF INSIDER TRADING: The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made thereunder, your Company as constituted Internal Compliants Committees (ICC). During the year, no complaints were filed with the company and the same were investigated and resolved as per the provsions of the Act. BUSINESS RESPONSIBILITY REPORTING The Business Responsibility Reporting as required by Clause 55 of the Listing Agreement with the Stock Exchanges is not applicable to your Company for the financial year ended March 31, 2015. ACKNOWLEDGEMENT The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, Clients and Employees of the Company for extending their support during the year. By Order of the Board of Directors Manoj Jain Chairman REGISTERED OFFICE 9, Botawala Building, 3rd Floor, 11/13, Horniman Circle, Fort, Mumbai: 400001 Date: 13th August, 2015 |