BOARD'S REPORT To The Members, Your Directors are presenting the TWENTY SECOND Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March 2015. DIVIDEND In view of insufficient profit and brought forward losses, the directors do not recommend any dividend for the year ended March, 31, 2015. PERFORMANCE During the financial year under review total income of the Company has decreased to Rs. 369.88 lacs as compared to last year's total income of Rs. 1207.69 lacs however Company has earned profit of Rs. 6.62 lacs as compared to previous year loss of Rs. 19.79 before exceptional items. The Company has made a provision of Rs. 53.73 lacs in respect of outstanding position to National Spot Exchange Ltd. (NSEL) which is disclosed under the head "exceptional items". Total income of the Company has decreased due to trading suspended on the platform of National Spot Exchange Ltd. MANAGEMENT DISCUSSION AND ANALYSIS REPORT A. INDUSTRY STRUCTURE & DEVELOPMENT The year 2014 was a challenging year for the global economy owing to the various challenges across multiple economies. The Eurozone grappled with its currency crisis, with inflation rising in Greece and Spain. The slowdown began to take shape in China, with the government deciding to ditch the "growth at all cost" strategy employed since 2008 and took initiatives to control credit flow. The financial Year 2014-15 can be termed as a euphoric year for the Indian Economy. The national elections of 2014 set the tone in terms of uprising of a single largest party. The mandate along with the bleak economic situation led people to believe that growth will be brisk and therefore various business optimism indices reflected the optimism. While the equity markets rose, due to election results and business confidence; the reality continued to bear the brunt of heightened optimism. In spite of falling crude prices, the investment cycles from the corporates remain stagnant. Moreover, while the plans are being made and the grounds being laid to kick-start investment programs in infrastructure sector; the current scenario is demonstrating the signs of impatience. While the indigenous programs like "Make in India'' and "Swacch Bharat Abhiyaan'' have also been initiated; the predictions signal a timeline of two years for the optimism to ferment into economic growth. The Government is now focused on 'Ease of doing business' thereby simplifying processes and attracting more investments from the Indian diaspora outside country along with global companies. The Government also focused on removing policy bottlenecks to simplify documentation and processes to initiate business activities. The Union Budget announced measures to restart the infrastructure creation and prior to that the coal blocks allocations were completed successfully. Given the large consumer economy and favourable demographic indicators, the country is attractively poised to reignite its economic machinery. B. OPPORTUNITIES & THREATS Opportunities • Regulatory reforms would aid greater participation by all class of investors • Leveraging technology to enable best practices and processes • Corporates looking at consolidation / acquisitions / restructuring opens out opportunities for the corporate advisory business Threats • Execution risk • Short term economic slowdown impacting investor sentiments and business activities • Slowdown in global liquidity flows • Increased intensity of competition from local and global players • Market trends making other assets relatively attractive as investment avenues C. RISKS AND CONCERNS The Company has put in place adequate risk identification, risk Management and mitigation processes to keep any such trade -off at bay. The Company has built robust systems and processes for its business. It is also constantly gauging the external macroeconomic environment, market Conditions, and government policies to ensure that the business is one step ahead of the industry and monetary cycles, thereby insulating the Company from downtrends and enabling it to ride uptrend. D. OUTLOOK The International Monetary Fund (IMF) in its annual assessment of the Indian economy, raised the growth estimate to 7.2% for 2015-16 based on firm policy action and lower global oil prices. However, reforms in agriculture, land acquisition, mining, power sectors and labour markets would be crucial to enhance growth. A World Bank report recently said the Indian economy appeared to be better than it was in 2012 and 2013. The report also said • India's growth would catch up with China's in 2016-17, buoyed by economic reform measures taken by the Indian government. • Progress on the reform agenda—particularly implementation of the Goods and Services Tax (GST), and easing the process of doing business could transform India into a common market and dramatically boost competitiveness. • Externally, the scenario is predicated on exports boost from improving growth and job prospects in the US and largely stable or declining crude price The Government of India estimated economic growth at 7.4 percent in Financial Year 2014 - 15, against 6.9 percent in Financial Year 2013-14 E. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY Considering the size and nature of activities, the company has adequate internal control system covering both accounting and administrative control. In addition the internal audit is carried out periodically. The management ensuring an effective internal control system so that the financial statements and reports give a true and fair view. F. HUMAN RESOURCES The Company's human resource continues to be the valuable asset of the company. The team has remained as committed as ever and produced results that are considered significant. G. CAUTIONARY NOTE Certain statements in the "Management Discussion and Analysis" section may be forward looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which could be different from what the Directors' envisage in terms of future performance and outlook. DIRECTOR'S In accordance with the provisions of section 152 of the Companies Act, 2013 Mr. Anurag Gupta, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. Pursuant to Clause 49 of the Listing Agreement, the background of the Director proposed to be appointed/ re-appointed at the annual General Meeting is given in the Corporate Governance report. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW During the year four Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. REMUNERATION POLICY The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The appointment and Remuneration Policy is stated in the Corporate Governance Report. DECLARATION BY INDEPENDENT DIRECTORS The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. INDEPENDENT DIRECTORS MEETING During the year under review, the independent Directors of the Company met on January 15, 2015 inter-alia, to discuss: i) Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole. ii) Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non Executive Directors. iii) Evaluation of the quantity, content and timelines of flow of information between the Management and the board that is necessary for the Board to effectively and reasonably perform its duties. INDUCTION AND TRAINING OF THE BOARD MEMBERS Directors are issued a detailed appointment letter which inter alia sets out terms of appointment, duties, responsibilities etc. of such director. Each independent director of the Company on appointment, is given such letter of appointment and also briefed by the Managing Director/ Executive Director about the nature of business of the Company, its finances, operations etc. The Compliance Officer of the company also assists the Independent Director in understanding their statutory duties, obligations and responsibilities as a Director/ Independent Director of the Company. EVALUATION OF PERMORMANCE OF THE BOARD MEMBERS Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the evaluation of the performance of the Board as well as of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee has been carried out. The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors. BOARD COMMITTEES The Board of Directors of your Company had already constituted various Committees in compliance with the provisions of the Companies Act, 2013 /Listing Agreement viz. Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee. During the year under review, in compliance with the provisions of Clause 49 of the Listing Agreement, the board has also constituted the Risk Management Committee. All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of reference / role of the Committees are taken by the Board of Directors. Details of the role and composition of these Committees, including the number of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance section of the Annual Report. DIRECTORS' RESPONSIBILITY STATEMENT In accordance with the provisions of Section 134(5) of the Companies Act, 2013 your directors confirm that:— i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; ii) 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 as at March 31, 2015 and of the loss of the company for that period; iii) 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; iv) the directors have prepared the annual accounts on a 'going concern' basis. v) 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 vi) the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The detail of the investments made by company is given in the notes to the financial statements. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict of interest with the company at large. PUBLIC DEPOSITS Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. SUBSIDIARY COMPANIES The Company does not have any Subsidiary. VIGIL MECHANISM/WHISTLE BLOWER POLICY The Company in order to maintain highest standards of ethical, moral and legal conduct, adopted Vigil Mechanism/Whistle Blower policy to provide an avenue to its employees to raise concerns of any violations of legal or regulatory requirements, incorrect or misrepresentations of any financial statements and reports, etc. The Audit committee of the company oversees the said mechanism from time to time. None of the Company personnel has been denied access to the Audit Committee. RISK MANAGEMENT Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Board's report. At present the company has not identified any element of risk which may threaten the existence of the company. CORPORATE GOVERNANCE The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance. STATUTORY AUDITORS The Shareholders at their 21st Annual General Meeting held on 30th September 2014 approved appointment of M/s. Bansal Bansal & Co., Chartered Accountants, as the Auditors of the Company for a term of consecutive three years, subject to ratification by the shareholders every year, as per the provisions of section 139 of the companies act 2013 read with Rules made there under. Accordingly ratification of the members for the appointment of M/s Bansal Bansal & Co, Chartered Accountants as the Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting is being obtained at the ensuing Annual General Meeting. The Company has obtained a written consent from the Auditors to such continued appointment and also a certificate from them to the effect that their appointment, if ratified, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made there under, as may be applicable. AUDITORS' REPORT The Auditors' Report to the members on the Accounts of the Company for the financial year ended March 31, 2015 does not contain any qualification, reservation or adverse remark. SECRETARIAL AUDIT Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed Pankaj & Associates, Practicing Company secretary to conduct the Secretarial Audit of the Company for the Financial Year 2014-15. The Secretarial Audit report is annexed herewith as Annexure-1 to this report. The Secretarial Audit Report does not contain any qualification or adverse remark. Observations in the Secretarial Audit Report has been noted. CORPORATE SOCIAL RESPONSIBILITY The provisions of Corporate Social Responsibility are not applicable to the company. PARTICULARS OF EMPLOYEES: The information required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached herewith as Annexure-2 to this report. There are no employees covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of whom particulars are required to be furnished. EXTRACT OF ANNUAL RETURN The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is annexed herewith as Annexure-3 to this Report. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which these financial statements relate and on the date of this report. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/COURTS IF ANY. There are no significant or material orders passed by the Regulators / courts which would impact the going concern status of the Company and its operations. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Pursuant to the requirement under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. 1. The company has no activity involving conservation of energy or technology. 2. Foreign exchange earning Rs. Nil. 3. Foreign Exchange outgo: Rs. 1,06,15,519/- DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The company has in place an Anti Harassment policy in line with the requirements of The sexual harassment of women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, company has not received any Sexual Harassment Complaints. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY The Company has Internal Control Systems, commensurate with the size, scale and complexity of its operations. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies within the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant observations and corrective actions thereon are presented to the Audit Committee from time to time. SHARES a. The Company has not bought back any of its securities during the year under review. b. The Company has not issued any Sweat Equity Shares during the year under review. c. No Bonus Shares were issued during the year under review. EMPLOYEES STOCK OPTION PLAN The Company has not provided any Stock Option Scheme to the employees. ACKNOWLEDGEMENT The Directors takes this opportunity to thank all their colleagues at Yash Management & Satellite Ltd. for their professionalism and dedication to the task at hand. The board also wishes to place on record their appreciation for valuable support given by the Bankers, Clients and Shareholders. For and on behalf of the Board of Directors Anurag Gupta Managing Director Place : Mumbai, dated 10th August 2015 |