DTRECTORS REPORT To, The Members/Shareholders, Your Directors are pleased to present the 31st Annual Report along with audited accounts of your Company for the Financial Year ended 31st March, 2016. • PERFORMANCE HTGHLTGHTS: The total revenue of the Company during the current financial year which commenced on 1st September, 2014 and ended on 31st March, 2016 was Rs. 123.93 lacs against Rs. 85.43 lacs in the previous financial year which commenced on 1st September, 2013 and ended on 31st August, 2014. The total expenditure during the current financial year was Rs. 60.77 lacs against Rs. 39.45 lacs in the previous financial year. The Profit/Loss after tax for the year under review at Rs. 63.16 lacs. The said figure during the previous financial year was Rs. 45.98 lacs. The figures of the previous financial year are not comparable with current financial year figures as the current financial year was extended by seven months to align with the requirements of Companies Act, 2013. The Directors trust that the shareholders will find the performance of the company for financial year commencing from 1st September, 2014 and ending on 31st March, 2016 to be satisfactory. The Earning Per Share (EPS) of the company is 1.26 per share. • BUSTNESS OPERATTONS AND FUTURE OUTLOOK: The company is a registered category I merchant banker since 1992 and is essentially concentrating on advisory and consultancy assignments in capital markets, business reorganization, investments, fund raising and corporate restructuring. The company is investing its surplus funds in the capital market and other financial instruments in view of the long term prospects of the Indian economy and the Company is confident that it would be able to take advantage of emerging opportunities in the coming years. • DTVTDEND: To cater the growing need of funds for business operations, your Directors have decided not to recommend any dividend on Equity Shares for the year under review. • AMOUNTS TO BE CARRTED TO ANY RESERVES: The Board has proposed transfer of surplus of profit and loss account to reserve. • MATERTAL CHANGES AND COMMTTMENTS : > Pursuant to the provisions of Section 168 of Companies Act, 2013, Mr. Chetan Y. Vora (DIN-01557985), an Independent Director has resigned from the office with effect from 1st April, 2016. > Company has applied for extension of 31st Annual General Meeting due to extension of financial year to end on 31st March to align with the requirement of Companies Act, 2013. Approval is awaited. > There are no other material changes and commitments that have occurred between the end of financial year of the company and the date of this report affecting the financial position of the company as at 31st March, 2016. • SUBSTDTARTES, JOTNT VENTURE AND ASSOCTATE COMPANTES: Your Company does not have any subsidiaries, joint ventures and associate companies. • DTRECTORS AND KEY MANAGERTAL PERSONNEL: > Pursuant to the requirements of the Companies Act, 2013, Mr. Darshan V. Mehta (DIN-00483706) is liable to retire by rotation and being eligible offer himself for re-appointment. > Mrs. Bhavna D. Mehta (DIN: 01590958) was appointed as an Additional Director to fill the casual vacancy of the Company w.e.f. 3rd December, 2015 to hold office up to the ensuing Annual General Meeting. Your Company has received notice from a member proposing her appointment as Director of the Company and is proposed to be appointed as a Director of the Company, who is liable to retire by rotation. > Mr. Mitesh T. Sheth (DIN: 02103370) was appointed as an Additional Director of the Company w.e.f. 3rd December, 2015 to hold office up to the ensuing Annual General Meeting. The Company has received notice from a member proposing his appointment as Director of the Company. The Board welcomes him and looks forward to his valued contribution to your Company. In accordance with the provisions of Section 149(6) of the Companies Act, 2013, Mr. Mitesh T. Sheth (DIN: 02103370) is appointed as an Non-Executive Independent Director to hold office as per his tenure of appointment mentioned in the Notice of the ensuing Annual General Meeting of the Company. > Mr. Darshan V. Mehta (DIN- 00483706) was the Director of company. The Nomination and Remuneration Committee at its meeting convened 15th March, 2016, recommended appointment of Mr. Darshan V. Mehta (DIN- 00483706) as Managing Director of Company to hold office for a period of five years from 15th March, 2016 on the terms and condition more particularly mentioned in the above resolution. The board of directors at its meeting held on 15th March, 2016 also approved the same, subject to the approval of members. > Brief details of Directors proposed to be appointed/re-appointed as required under Companies Act, 2013 or any other laws, rules and regulation as updated from time to time are provided in the Notice of Annual General Meeting forming part of this Annual Report. • CONSERVATTON OF ENERGY, TECHNOLOGY ABSORPTTON AND FORETGN EXCHANGE EARNTNGS AND OUTGO : Your company is not involved in carrying out any manufacturing activity. The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is therefore, not required to be furnished. • RELATED PARTY TRANSACTTONS: Your Company had not entered into any contract or arrangement with related parties in terms of Section 188 (1) of the Companies Act, 2013. The disclosure of related party transactions as required to be made under Section 134(3) (h) of the Companies Act, 2013 in Form AOC -2 is therefore, not applicable. Transactions with related parties, as per requirements of Accounting Standard 18 are disclosed in the notes to accounts annexed to the financial statements. Accordingly, no details relating to material related party transactions as per Clause-49 of erstwhile listing agreement/ SEBI (LODR) regulations, 2015 requires to be disclosed. • AUDTTORS & AUDTTORS' REPORT: Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. Dinesh K. Shah & Co., Chartered Accountants (Firm Regn. No- 102602W), were appointed as Statutory Auditors of the Company for a term of 5 years, to hold office from the conclusion of 30th Annual General Meeting held on February 28, 2015 until the conclusion of 35th Annual General Meeting, subject to ratification of their appointment at every subsequent Annual General Meeting. Consent and certificate from them has been received to the effect that their appointment as Statutory Auditors of the Company, if ratified at ensuing Annual General Meeting, would be according to the terms and conditions prescribed under Section 139 of the Act and Rules framed there under. A resolution seeking ratification of their appointment forms part of the notice convening the 31st Annual General Meeting and the same is recommended for your consideration and approval. • AUDTT QUALTFTCATTON: The notes on financial statement referred to in the auditor's report are self explanatory and do not call for any further explanation/comment from the board. • REPORTTNG OF FRAUDS BY THE AUDTTOR: There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of the Act and Rules framed there under • EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in Form MGT-9, is annexed to this Report as Annexure-A. • SECRETARTAL AUDTT REPORT: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company had appointed Mr. Rohit Bajpai, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY 2014-16 is annexed, which forms part of this report as Annexure-B. The comment to the qualification, reservation or adverse remark in the Secretarial Audit Report of the Company is as follows: Managing Director himself is Company secretary and chartered accountant and the function is taken care of by him. The company employs company secretaries and chartered accountant as its staff. • MANAGEMENT DTSCUSSTON AND ANALYSTS: The report on Management Discussion and Analysis is annexed to this Report as Annexure-C. • BUSTNESS RESPONSTBTLTTY REPORT: The Business Responsibility Report as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the FY ended 31st March, 2016. • SUSTATNABTLTTY AND CORPORATE SOCTAL RESPONSTBTLTTY: We are continuously striving to promote better and more effective sustainability policy and practices. In order to ensure transparent communication of our sustainability efforts to all our stakeholders we have made conscious efforts through technology innovation and effective communication and transparency. Further, the Company considers CSR as part of its activity and believes that it is imperative for the growth of the country and company. The company is not required to constitute Corporate Social Responsibility Committee of Board under Section 135(1) of Companies Act, 2013. • NUMBER OF BOARD MEETTNGS: The Board of Directors met 12 (Twelve) times during the year under review. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this report. • TNDEPENDENT DTRECTORS' MEETTNG: The Independent Directors met without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. • BOARD EVALUATTON: The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc. • POLTCY ON DTRECTORS' APPOTNTMENT AND REMUNERATTON: The Company's policy on Directors' appointment and remuneration and other matters provided in section 178(3) of the Companies Act, 2013 is available on the website of the Company. • TNTERNAL FTNANCTAL CONTROL SYSTEM AND THETR ADEQUACY: The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report, which form part of this report. • RTSK MANAGEMENT: The Company is not statutorily required to form risk management committee. However, the Audit Committee of the Company evaluates the risk management system regularly. • COMMTTTEES OF BOARD: Details of various committees constituted by the Board of Directors as per the provisions of applicable sections and provisions of Companies Act, 2013 and clause 49 of erstwhile Listing Agreement are given in the Corporate Governance Report and forms part of this report. • PARTTCULARS OF LOANS, GUARANTEES OR TNVESTMENT UNDER SECTTON 186: During the year under review, your Company has not granted any Loan, Guarantees or made Investments in excess of the limits within the meaning of Section 186 of the Act. • STATEMENT ON DECLARATTON OF TNDEPENDENT DTRECTOR: The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Clause 49 of erstwhile Listing Agreement. Further, there has been no change in the circumstances which may affect their status as Independent Director during the year. • DEPOSTTS: During the year under review, your Company has not accepted any fixed deposits within the meaning of the provisions of Chapter V - Acceptance of Deposits by Companies read with rules thereto. • STGNTFTCANT AND MATERTAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRTBUNALS TMPACTTNG THE GOTNG CONCERN STATUS OF THE COMPANY: There were no significant and material orders passed by the regulators or courts or tribunals which would impact the going concern status of the company and the Company's future operations. • PREVENTTON OF SEXUAL HARASSMENT AT WORKPLACE: No complaint has been brought to the notice of the Management during the year ended 31st March, 2016. • DEMATERTALTSATTON OF SHARES: To provide best services to the shareholders and investors, company's equity shares are made available for dematerialization in electronic form in the Depository systems operated by National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL). • DTRECTORS RESPONSTBTLTTY STATEMENT: Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following: a) that in preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures if any; b) that such accounting policies have been selected and applied consistently and judgments and estimates have been made 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, 2016 and of the Profit of the Company for the year ended on that date; c) that proper and sufficient care has been taken 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 the annual financial statements have been prepared on a going concern basis; e) that the proper internal financial controls were in place and that financial controls were adequate and were operating effectively; f) that proper systems to ensure compliance with the provisions of all applicable laws were in place were adequate and operating effectively; • PARTTCULARS OF EMPLOYEES : The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as Annexure -D None of the employees of the Company are in receipt of remuneration in excess of the limits which are required to be disclosed by way of statement under Section 197 of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The statement containing particulars of such employees is therefore not required to be furnished. • CORPORATE GOVERNANCE : During the year under review, the SEBI notified SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015(Listing Regulations) on 2nd September, 2015 which was to be implemented within a period of Ninety Days of the Notification i.e. by 1st December, 2015. The Company was regulated by erstwhile Listing Agreement up to 30th November, 2015. The Company was therefore governed as per Corporate Governance regulations as laid down under Clause 49 of erstwhile Listing Agreement up to 30th November,2015. The new Listing Regulations has provided exemption under regulation 15(2)(a) from applicability of Corporate Governance provisions as specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 and para C,D and E of Schedule V in respect of listed entities having paid-up Equity share Capital not exceeding rupees ten crores and net worth not exceeding rupees twenty five crores as on the last day of the previous financial year. Your Company falls under the exemption criteria as laid down under Regulation 15(2)(a) and therefore, not required mandatorily to comply with the said regulations. The Company therefore is not required to make disclosures in Corporate Governance Report as specified in Para C of Schedule V to the Listing Regulations. However, pursuant to Regulation 15(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, notwithstanding sub-regulation (2) of regulation 15, the provisions of Companies Act, 2013 shall continue to apply, wherever applicable. The Corporate Governance report of the Company for the Financial Year 2014-16 under review on the compliance of various Corporate Governance principles as laid down under erstwhile listing agreement applicable up to 30th November, 2015, Companies Act, 2013 read with rules thereto and the new Listing Regulations to the extent applicable is annexed to this report as Annexure - E. The certificate as required under Schedule V (E) of the Listing Regulations, regarding compliance of conditions of Corporate Governance is annexed to this report as Annexure-F. • CHANGE TN FTNANCTAL YEAR TO ALTGN WTTH THE REQUTREMENTS OF COMPANTES ACT, 2013 To comply with provisions of Companies Act, 2013 and various amendments, Modifications, Notifications and Circulars issued by MCA, related to it, the Board of Directors have decided in its meeting held on 30th June, 2015 to extend its current Financial Year commencing from 1st September, 2014 and ending on 31st August, 2015 (12 months) to be extended by further 7 months up to 31st March, 2016 (19 months) to comply with requirement of Section 2(41) of companies act 2013 defining the term 'Financial Year' to mean the period ending on 31st day of March every subsequent year. • LTSTTNG AGREEMENT: Your Company has entered into new Listing Agreements with BSE Limited, in compliance with Regulation 109 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended by SEBI from time to time. • ACKNOWLEDGEMENT: The Directors take this opportunity to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, RTA, Auditors and Practicing Company Secretary which have contributed to the successful management of the Company's affairs. The Directors also take this opportunity to thank all the Stakeholders, Investors, Clients, Banks, Government, Regulatory Authorities and Stock Exchange for their continued support. For and on behalf of the Board Mr. Darshan V. Mehta Managing Director (DIN: 00483706) Mrs. Bhavna D. Mehta Director (DIN: 01590958) Date: 30th May, 2016 Place: Ahmedabad |