DIRECTORS REPORT 1.Your Directors have pleasure in presenting their 22nd Annual Report together with Audited Accounts of your Company for the year ended 31.03.2015 2. SHARE CAPITAL: The paid-up Equity Share Capital of the Company on 31st March, 2015 was Rs.682.23 Lacs. 3. DIVIDEND: Your Board of Directors is happy to announce a dividend of Rs 0.25 per equity share of Rs 10 each for the financial year 2014-15. 4. OPERATIONS: During the current financial year ended 31.03.2015, the Company had achieved total turnover of Rs. 14,014 lacs in compare to Rs. 3690 lacs in previous financial year 2013-14. 5. FUTURE PROSPECTS: The company is making efforts continuously to improve its business operations. In view of the above, prospectus of the Company appears bright in near future. 6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY There is no such material change and commitment affecting the financial position of your company which have occurred between the end of the financial year of your Company to which the financial statements relate and the date of report. 7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE There are no such orders passed by the regulator / courts/tribunals impacting the going concern status and your Company's operations in future. 8. INTERNAL FINANCIAL CONTROL SYSTEMS The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency effectiveness of systems and processes, and assessing the internal control strengths in all areas. 9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR provisions were not applicable to the Company for the financial year 2014-15. 10. AUDITORS M/s. Manish Mahavir& Co., Chartered Accountants, Statutory Auditors of the company holds office with the conclusion of the ensuring Annual General Meeting and eligible for reappointment. 11. REPLY TO AUDITOR'S REPORT The Auditor's Report to the members does not contain any qualification or adverse remarks on the financial reporting and disclosure of the Company. The Notes to Accounts forming part of the financial statements are self-explanatory and need no further explanation. 12. SECRETARIAL AUDIT REPORT The Board has appointed M/s Ranay Goswami & Co,, Practicing Company Secretary, as Secretarial Auditor to conduct the Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith. 13. EXTRACT OF THE ANNUAL RETURN The extract of the annual return in Form No. MGT - 9 shall form part of the Board's report marked as Annexure-A. The details of conservation of energy, technology absorption, foreign exchange earnings and outgo areas follows: (A) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION The particulars of conservation of energy and technology absorption as required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are not applicable to the Company. (B) FOREIGN EXCHANGE EARNINGS AND OUT-GO During the period under review there was no foreign exchange earnings or outflow. 14. DIRECTORS (A) CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL In accordance with the provisions of the Act and the Articles of Association of the Company Mr. Navin Jain, Mr. Anirban Dutta, & Ms. Seema Gupta, Directors of the company, retire by rotation at the ensuing Annual General meeting and being eligible offer themselves for re-appointment. None of the Directors of the company are disqualified as per section 164 of the Companies Act 2013. The directors have made necessary disclosures as required under various provisions of the Act and clause 49 of the Listing Agreement. The Board now recommends the appointment of Mr. Vikash Kedia and Mr. Pritam Kumar Choudhary, who are currently non-executive independent directors of the company as independent directors under section 149 of the Companies Act, 2013 and clause 49 of the listing agreement in the ensuing A.G.M. to hold office for 5 (Five) consecutive years i.e. for a term up to the conclusion of 27th Annual General Meeting of the company to be held in 2020. Mrs. Prerana Bothra has resigned from the Company and Ms. Puja Jain has been appointed as a new Company Secretary of the Company in accordance with Sec.203 of the Companies Act, 2013 regarding appointment of Key Managerial Personnel. (B) 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. (C) FORMAL ANNUAL EVALUATION Pursuant to the provisions of the Companies Act, 2013 the Board has carried out the annual performance evaluation of its own performance, the Directors individually including the Chairman of the Board as well as the evaluation of the Committees of the Board. A structured questionnaire was prepared after taking into consideration inputs received from the Directors. The performance evaluation of the Independent Directors was also carried out by the entire Board. The results of the evaluation done by Independent Directors were reported to the Chairman of the Board. It was reported that the performance evaluation of the Board, Committee etc. was satisfactory. The Directors expressed their satisfaction with the evaluation process. 15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Your Company is exempted from the applicability of the provisions of Sec.186 of the Companies Act, 2013 (Act) read with Rule 11 of the Companies(Meetings of Board and its Powers) Rules, 2014 and Companies (Meetings of Board and its Powers) Amendment Rules, 2015 as your Company is engaged in the business of Long term financing and meeting the credit needs of its Customers. 16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES All the related party transactions of your Company are entered on arm's length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Agreement. There are no materially significant transactions made by the Company with Promoters, Directors or Key Managerial Personnel (KMPs) which have potential conflict with the interest of your Company at large. Members may refer to the notes to financial statements for details of related party transactions. Since all related party transactions entered into by your Company were in the ordinary course of business and were on arm's length basis, Form AOC-2 is not applicable to your Company. 17. DIRECTORS' RESPONSIBILITY STATEMENT The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, states that - (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 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) 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 the assets of the company and for preventing and detecting fraud and other irregularities; and, (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. (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. 19. COMPLIANCE WITH RBI GUIDELINES The Company has complied with all applicable regulations of the Reserve Bank of India. As per Non-Banking Finance Companies RBI Directions, 1998, the Directors hereby report that the Company did not accept any public deposits during the year and did not have any public deposits outstanding at the end of the year. 20. CORPORATE GOVERNANCE The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement of the Stock Exchanges are complied with. A separate Section of Corporate Governance and a certificate of the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, form part of the Annual Report. 21. MANAGEMENT DISCUSSION ANALYSIS REPORT (MDAR) 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. 22. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF). 23. LISTING OF SHARES The Shares of your Company is listed with The Bombay Stock Exchange Limited. Your Company has duly paid listing fees to the Stock Exchange for the year ended 2015-2016. 24. ACKNOWLEDGEMENTS Yours' Directors would like to place on record their appreciation for the continued co-operation and support received from the Company's Shareholders, Bankers and other business associate. By order of the Board of Directors Suresh Kumar Jain Managing Director Registered Office: Aloka House 6B, Bentinck Street, Kolkata-700001 Date:May14,2015 |