DIRECTORS REPORT SANCHAY FINVSET LIMITED, Your directors have pleasure in submitting the Annual report and Audited accounts of the company for the financial year ended 31st March, 2014 DIVIDEND. The directors have decided to conserve the reserves and hence, no dividend is declared for the year in view of losses. AUDITORS REPORT The Auditors have not made any qualification to the financial statement. Their reports on relevant notes on accounts are self explanatory arid do not call for any comments under section 134 of the Companies Act,2013. AUDITORS The retiring Auditors M/S V. R. BHABHRA & CO. Chartered Accountants, have been reappointed to hold office as statutory auditor of the Company, till the conclusion of the next Annual General Meeting. They have furnished a certificate to the effect that the proposed re-appointment is in accordance with the limits specified U/s. 224(1B) of the Companies Act, 1956. PARTICULARS OF EMPLOYEES None of the employees are covered under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. CORPORATE GOVERNANCE As per the directions of SEBI, the report on corporate governance is annexed separately in this Annual report. DIRECTOR Mr Narrotam Kumar Sharma who retires by rotation and being eligible offered himself for re-appointment. Mr. Gulabchand Sharma is appointed as Independent director. Also Mr. Nikhil Sharan Mathur is also appointed as DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed; a. That in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with the proper explanation relating to material departures. b. That the directors have selected such accounting policies and applied them consistently and made judgment and estimates that were 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 or loss of the company for the year under review. c. That the directors have taken proper and sufficient care for maintenance of the adequate accounting records in accordance with the Companies Act, 2013 for safeguarding assets of the company for preventing and detecting fraud and other irregularities. d. That the directors have prepared the accounts for the financial year ended 31st March 2014 on a going concern basis e. That the company being a listed company the Directors had laid down internal financial control system to be followed by the company and that such internal financial controls were adequate and were operating effectively. f. That the Director's had devised a proper system to ensure compliance with the provisions of all applicable Laws and that such systems were adequate and operating effectively. FIXED DEPOSIT The company has not accepted deposits from the public during the year under review. There are no overdue deposits for repayment on the date of this report. INVESTOR COMPLAINTS AND COMPLIANCE All the investor complaints have been duly resolved and as on date no complaints are outstanding. HUMAN RESOURCES Your Directors would like to place on record their deep appreciation to all the employees for rendering quality services in every constituent of the company PERSONNEL AND INDUSTRIAL RELATION. The company has not paid any remuneration attracting the provisions of Companies (particular of employees) rules, 1975 read with section 217 (2A) of the companies act, 1956. No information is therefore, required to be appended to this report in this regard. PARTICULARS AS PER SECTION 217 (2A) OF COMPANIES ACT, 1956: During the year under review, none of the employees of the Company was in receipt of remuneration aggregating Rs. 60,00,000/- or more per annum, if employed throughout the year, or Rs. 5,00,000/- or more per month, in case employed for part of the year. Hence, there are no particulars to be annexed to this report as required under section 217 (2A) of the Companies Act, 1956 and the rules made there under. SECRETARIAL COMPLIANCE CERTIFICATE: In accordance with section 383A, of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the company has obtained a certificate from a secretary in whole time practice confirming that the company has complied with all the provisions of the Act. EXTRACT OF ANNUAL RETURNS 1. The Paid up capital of the Company: Rs. 31,500,000/- consisting of 31,50,000 equity shares of face value of Rs.10/-each. 3. Thesecured debt of the company is Nil. 4. The Promoters holding is consists of 1879863 equity shares of Rs.MV- each amounting to59.68%. 5. There was no un-paid dividend during the year. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN AND FOREIGN EXCHANGE There is no information to be disclosed in accordance with the provisions of section 217 (1) (e) of the companies Act, 1956 read with the companies ( Disclosures of particulars in the report of the Board of Directors ) rules, 1988 regarding conservation of energy, technology absorption and foreign exchange and outgo. RISK MANAGEMENT POLICY The company has developed Risk Management Policy mainly covering the following areas of concerns 1. License and policy of respective government all over the world. 2. The Company's risk and control policy is designed to provide reasonable assurance that objectives are meet by integrating management control into daily operation, by ensuring all the Compliance. INDEPENDENT DIRECTORS DECLARATIONS In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience. The Independent Directors under section 149(6) of the Companies Act, 2013 declared that 1. They are not a promoter of the Company or its holding, subsidiary or associate company; 2. They are not related to promoters or directors in the company, its holding, subsidiary or associate company. 3. The independent Directors have /had no pecuniary relationship with company, its holding, subsidiary or associate company , or their promoters, or directors, during the two immediately preceding financial years or during the current financial year; 4. None of the relatives of the Independent Director has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year; 5. Independent Director, neither himself nor any of his relatives— (i) holds or has held the position of a key managerial personnel or is or has been employee of the (ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed; preceding the financial year in which he is proposed to be appointed, of— (A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or (B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent, or more of the gross turnover of such firm; (iii) Holds together with his relatives two per cent or more of the total voting power of the company; or (iv) is a Chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or 6. Independent director possesses such qualifications as m ay be directed by the Board. 7. The Company & the Independent Directors shall abide by the provisions specified in schedule IV of the Companies Act, 2013. ' PERFORMANCE OF THE BOARD AND COMMITTEE: During the year under review, the performance of the Board & Committee and Individual Director(s) based on the below parameters satisfactory: 1. Most of the Directors attended the Board meeting; 2. The remunerations paid to executive Directors strictly as per the company and industry policy. 3. The Independent Directors only received sitting fees. 4. The Independent Directors contributed a lot based on their experience and knowledge and Independent views. 5. The Credit Policy, Loan Policy and compliances were reviewed; 6. Implementation of Risk Management Policy NUMBER OF BOARD MEETINGS During the period the number of Board meeting was 5 and held on 30 May 2014,04 Feb 2014,17 Oct 2013,14 Aug 2013,30 May 2013 Mr. Gulabchad Sharma Appointed as Chairman of the Board and Annual General Meeting. NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE Pursuant to section 178 of the Companies Act, 2013, the Company has set up a Nomination and Remuneration and stakeholders Relationship Committee under the Chairmanship of the Independent Director_. The Gist of the Policy of the said committee: 1. For Appointment of Independent Director(ID): a. Any person who is between the age of 25 years and below 75 years are eligible to become Independent Director. b. He has to fulfill the requirements as per section 149 of the Companies Act, 1956 read with cl. 49 of the Listing Agreement; c. Adhere the cod e of conduct as per Schedule IV to the Companies Act, 2013; d. Strictly adhere to code of conduct as per Schedule IV to the Companies Act ,2013; e. The Independent Director has adequate knowledge and reasonably able to contribute to the growth of the Company and stakeholders; f. Independent Director can able to devote time for the Board and other meetings of the company; g. Entitled for sitting fees and Reasonable conveyance to attend the meetings; and h. Able to review the policy, participate in the meeting with all the stake holders of the company, Annual Meeting. RISK MANAGEMENT The Company is exposed to specific risks that are particular to its businesses and the environment within which it operates, including interest rate volatility, economic cycle, market risk and credit risk. The Company manages these risks by maintaining a conservative financial profile and by following prudent business and risk management policies. RELATED PARTY TRANSACTIONS: Details of related party transactions as per section 188 of the Companies Act, 2013 are given in the Auditor's report and arinexures thereto. ACKNOWLEDEGMENT Your Directors take this opportunity to place their appreciation of the Company's Clients, Vendors , bankers and investors for their continued support during the year. The Directors also take this opportunity to record their deep sense of gratitude to the Financial Institutions, Banks Central state Government Authorities for their guidance and support.The Directors also appreciate the perseverance and contribution made by the employees at all levels who through their proficiency hard work and support have enabled to realize better performance and look forward to their Prolonged support in the future as well. Your Directors are deeply grateful for the confidence and faith shown by all shareholders of the company. For SanchayFlnvest Limited Sdl- Naresh Sharma Managing Director. Date: 14/08/2014 Place: INDORE |