DIRECTOR'S REPORT To the members Your directors present the 33rd Annual Report together with the audited accounts of the company for the year ended 31st March 2015. OPERATIONS During the year under review the company's funds remained invested in Shares, Loans and Advances. The dividend income earned was Rs.31,09,861/-(previous year 31,92,083/-). The interest income earned was Rs.97,65,532 /- (previous years Rs. 67,65,806/-). During the year the company also earned brokerage income of Rs 2,28,22,533/- (net of service tax) on mobilization of funds of third parties (previous year 1,49,23,530/-). NBFC REGISTRATION WITH RESERVE BANK The company is a NBFC (non public deposit accepting company) registered with RBI vide Registration No. N-06.00576 Dated 17.10.2003. PUBLIC DEPOSITS During the year, the Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. SHARE CAPITAL The paid up Equity Share Capital as at 31st March, 2015 stood at Rs. 2,22,39,140/- divided into 2223914 Equity Shares of the face value of Rs. 10/- each. During the year, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY. Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statements. DIVIDEND Your directors do not recommend any dividend for the year under consideration DIRECTORS During the year Sh Navdeep Sharma ( DIN No.0454285) and Sh Gagnish Kumar Bhalla (DIN: 00468806) , Directors of the company who were liable for retirement by rotation , were Re-designated as Independent Directors in the Board Of Directors meeting on 15.03.2015 subject to the approval of the shareholders ,as per the requirement of Companies Act,2013. Ms. Ruchika Oswal (DIN: 00565979 ) was appointed on 27.03.2015 as an Additional Director ( women Director) as per the requirement of companies Act , 2013. Her Appointment is subject to the approval of the shareholders and if appointed shall be liable to retire by rotation. Further, Sh. Sat Paul Nijhawan director of the resigned from the post of directorship on 11.05.2015 and Sh Pawan Kumar Sharma was appointed as additional director of the company subject to the approval of the shareholders in the ensuing Annual General Meeting and if appointed shall be liable to retire by rotation. Declaration by Independent Directors Necessary declaration has been obtained from all Independent Directors under sub-section (6) of Section 149 of the Companies Act, 2013. Number of Meeting of the Board During the year nine meetings of the board were convened and held on 29.04.2014, 30.05.2014, 11.08.2014, 01.09.2014, 12.09.2014, 10.11.2014, 09.02.2015, 16.03.2015, 27.03.2015. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. Board Evaluation Pursuant to the provisions of Companies Act, 2013, the Company has devised a policy for performance evaluation of Independent Directors and the Board. This policy on board evaluation is stated in Corporate Governance Report forming an integral part of the director's report. CORPORATE GOVERNANCE In view of the SEBI circular No. CIR/CFD/POLICY CELL/2/2014 dated 17.04.2014 which was further clarified/ revised vide SEBI circular No. CIR/CFD/POLICY CELL/7/2014 /dated 15.09.2014 the Corporate Governance clause under the listing agreement is not applicable to our company as the paid-up equity capital is less than Rs.10 Crores. and net worth of the company is less than 25 crores as on 31.03.2015. DIRECTORSRESPONSIBILITY STATEMENT Your Directors make the following statement in terms of Section 134(3)(c) & 5 of the Companies Act, 2013:- a) that in the preparation of the Annual Accounts for the year ended on 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) That the directors 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 as at 31st March, 2015 and of the profit of the Company for the year ended on that date; c) 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. d) that annual accounts have been prepared on a going concern basis. e) that 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) that 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. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is enclosed to this Report as Annexure-- 1 and forms an integral part of this Report. RELATED PARTY TRANSACTIONS The related party transactions have been elaborated and listed out in the financial statements at Note No. 16 and which are at arms length price. AUDIT COMMITTEE The Company has constituted an Audit Committee pursuant to Section 177(8) read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014. Presently, the Audit Committee consists of Navdeep Sharma, Gagnish Bhalla who are independent Directors and Sh. Pawan Kumar Sharma who is non Executive director. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY The Company is having adequate internal control systems and procedures which commensurate with the size of the Company. The Company is having Internal Audit Department which ensures that the internal control systems are properly followed by all concerned departments of the Company 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. CORPORTE SOCIAL RESPONSIBILITY (CSR) The CSR is not applicable to the Company. NOMINATION AND REMUNERATION COMMITTEE AND POLICY. As required u/s 178 of the Companies Act 2013, the company has constituted nominations & remuneration committee. Presently the committee comprises of two independent directors Sh.Navdeep Sharma and Sh. Gagnish Kumar Bhalla and Sh. Pawan Kumar Sharma as non Executive Director. Further, on the recommendation of Nomination and Remuneration Committee, the board has already framed a policy for selection and appointment of Directors, Key Management Personnels & Senior Management and their remuneration. SECRETARIAL AUDIT Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s P.S Dua & Associates ,Company Secretaries in wholetime Practice to undertake the Secretarial Audit. The Secretarial Audit Report in form MR-3 is enclosed herewith as Annexure- 2 and forms an integral part of this Report. The report is self explanatory. ASSOCIATE COMPANIES The company does not have any Associate company as per section 2( 6) of the Companies Act ,2013. AUDITORS & AUDITOR'S REPORT M/s. Gupta Vigg & Co. Chartered Accountant, Ludhiana being eligible offers themselves as auditors of the Company for re-appointment. The Board of Directors has proposed the appointment of M/s. Gupta Vigg & Co, as the Statutory Auditors of the Company for a period of one year to hold the office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting. The Company has obtained from the auditors a written consent and a certificate as required under Section 139 the Companies Act, 2013 to the effect that their re-appointment, if made, would be within the limits and in accordance with the conditions specified under section 141(3) (g) of the Companies Act, 2013. The Auditor's Report on the Accounts of the Company for the year under review is self explanatory and requires no comments. Further there are no adverse remarks or qualification in the Report that calls for Board's explanation. KEY MANAGERIAL PERSONNEL As on date the Board of Directors of the company are the key management personnels of the company. Also please refer to the secretarial audit report. PARTICULARS OF EMPLOYEES None of the employees of the Company is covered under section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment & remuneration of managerial personnel) rules. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014, are not applicable and hence no disclosure is required. LISTING FEES Your company's shares are listed on the Stock Exchange, Mumbai and the listing fee for the financial year 2015-2016 has been paid. ACKNOWLEDGEMENT The Directors of the company wish to place on record their sincere thanks to the shareholders for their continued support, co-operation and confidence in the management of the company. For and on behalf of the Board Sd/- Navdeep Sharma Chairman ( DIN No.0454285) Place : Ludhiana Date : 03.09.2015 |