DIRECTORS' REPORT The Members, Your Directors are pleased to present their Twenty Third Annual Report on the working of the Company together with the audited Statements of Accounts for the year ended 31st March, 2016. Dividend Directors have not recommended any dividend. Directors' Responsibility Statement: Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to be best of their knowledge, confirm that - a) in the preparation of the accounts the applicable accounting standards have been followed along with proper explanations relating to material departure; b) appropriate accounting policies have been selected and applied consistently and have 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 of the Company for that period; c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the annual accounts have been prepared on a going concern basis; e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. MANAGEMENT DISCUSSION AND ANALYSIS FOR 2015-2016 Industry Structure and development The Non-banking Finance Companies are strictly regulated by Reserve Bank of India by its guidelines and notifications. Regulations The Capital Market is regulated by stringent rules and regulations of the Securities & Exchange Board of India (SEBI) and the Stock Exchanges. As also, the Company being registered with the Reserve Bank of India as Non-Banking Finance Company (NBFC), is also subjected to strict rules and guidelines notified by the Reserve Bank of India from time to time. This helps in reviving the trust of investors in Indian market in time of crisis. Performance of the Company Total revenue including other income for the financial year ended 31st March, 2016 was Rs.377.70 lacs, 59.66% higher compared to last year (Rs.236.56 lacs in the year 2014-15). Earning before interest, tax, depreciation and amortization (EBITDA) was Rs.346.35 lacs as against Rs.179.62 lacs a year ago. Profit after tax for the year was Rs.298.95 lacs as against Rs.166.54 lacs in 2014-15, a jump of 79.51%. No amount is transferred to general reserves. It is proposed to carry forward the balance of Rs.298.95 lacs in the statement of Profit & Loss. Loans, Guarantees and investments The Company has not given any loan or guarantee. The Company has made investments in shares, securities and bonds, details of which are provided in the financial statements. Opportunity and threats The government is committed to encourage the healthy growth of Capital Market for development of the Economy. The market regulators are also concerned in regaining the confidence of investors, which was adversely effected due to economic slowdown and scams. Future Outlook The Indian economy has witness the GDP growth of 7.6%. The expected passage of GST bill will further boost the GDP. Your Directors are of the opinion that the government's agenda of development and creating jobs for young generation will stimulate the growth. Considering the huge population and change in consumers' spending pattern, Indian economy is bound to grow in coming years. Conservation of Energy etc. Since the Company is not engaged in any manufacturing activity, information as required under the provisions of Section 134 (3) (m) of the Act is not furnished. During the year under consideration, there were no foreign exchange earnings or outgo. Corporate Governance In line with the requirement of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance is annexed, which forms part of this report. A certificate of CEO and CFO of the Company confirming the correctness of the financial and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee is also annexed and forms part this Directors' Report. Transactions with related parties None of the transactions with related parties falls under the scope of Section 188(1) of the Companies Act, 2013. Information on transactions with related parties pursuant to Section 134 (3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules,2014 are given in Annexure I in Form AOC-2 and the same forms part of this report. The Company does not have any subsidiary. Subsidiary Company The Company does not have any subsidiary. Consolidated Financial Statement Since the Company does not have any subsidiary, joint venture or associates, consolidated accounts are not prepared. Material Changes and Commitment There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report. Public Deposits Your Company has not accepted any deposit from the public, its shareholders or employees during the year under review. Directors and key managerial personnel Mr. Pravin Gupta and Mr. Rajesh Chokhani are Independent Directors. Mrs, Jyoti Anuj Jain is a Female Director and Mr. Ramakant R. Chokhani is a Promoter Director. Mr. Ramakant R. Chokhani shall retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. During the year under review, none of the non-executive directors had any pecuniary relationship or transactions with the Company. Mr. Prashant Solanki is the Chief Executive Officer and Mr. Manish Parikh is the Chief Finance Officer of the Company. Mr. Ramakant R. Chokhani, being qualified, also acts as the Company Secretary. Nomination & Remuneration Policy pertaining to appointment of Director and Sr. Managerial personnel in annexed to this report as Annexure II Declaration of Independence All the independent directors have submitted declarations as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as stipulated in Section 149(6) of the Act. Number of meeting of the Board Four meetings of the Board were held during the year under review. Corporate Governance Report, which forms part of this report, contains the details about the Board meeting as also meeting attended by each Directors of the Company. Board evaluation Pursuant to the provisions of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors had done the annual evaluation of its own performance, its committees and individual directors. The Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings. In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole was evaluated, taking into account the views of non-executive directors. Policy on appointment of directors and remuneration as provided in Section 178(3) of the Companies Act, 2013 has been dealt with in the corporate governance report, which forms part of the Directors' Report. Audit Committee The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report. Internal Control System There are reasonable internal control systems at all levels in the Company. The Company has appointed M/s. Chajjed Kedia & Associates, Chartered Accountants, as Internal Auditors, who reports the Audit Committee. Risk Management The Company has Risk Management Committee. This committee is responsible for reviewing the risk management plan and its effectiveness. The audit committee also reviews the financial risk and its control. The management also continuously access the risk involved in the business and all out efforts are made to mitigate the risk with appropriate action. Employees Information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended to this report as Annexure III and forms part of this report. None of the employees of the Company was in receipt of a remuneration exceeding Rs.5 lakhs per month or Rs.60 lakhs per annum as required under the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Auditors According to Directors, there are no adverse remarks made by Statutory Auditors in their report. Notes to the accounts are self-explanatory to comments/observation made by the auditors in their report. Hence, no separate explanation is given. M/s P. C. Ghadiali & Co. LLP, Chartered Accountants, Statutory Auditors of your Company shall retire at the forthcoming Annual General Meeting. However, they are eligible for reappointment. Members are requested to appoint the Auditors and fix their remuneration. During the year, Secretarial Audit was carried out by Mr. Upendra C. Shukla, Practicing Company Secretary for the financial year 2015-16. The report on the Secretarial Audit is appended as Annexure IV to this report. According to the Board of Directors the report does not have any adverse remark. Extract of Annual Return An extract of Annual Return in Form MGT-9 in pursuance to the provisions of Section 92(3) of the Companies Act, 2013 is annexed to this report as Annexure V and forms part of this report. Internal Financial Controls The Board of Directors (Board) has devised systems, polices, and procedures / frameworks, which are currently operational within the company for ensuring the orderly and efficient conduct of its business, which includes adherence to company's policies, safeguarding assets of the company, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee and the Board reviews these internal controls systems to ensure they remain effective. These controls are reviewed at regular intervals. Corporate Social Responsibility (CSR): Brief outline on the Corporate Social Responsibility (CSR) Policy of the Company and the initiative undertaken by the Company on CSR activities during the year are set out in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 and is annexed as Annexure VI to this report. The said CSR Policy is hosted on the Company's website. Vigil Mechanism The Company has a vigil mechanism policy to deal with instances of fraud and mismanagement. The whistle blower policy adopted by the Board of Directors is hosted on the website of the Company. Reporting of Fraud The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013. Details of significant and material orders passed by the regulators or courts or tribunals During the year under review, there was no material and significant orders passed by any of the regulators or courts or tribunals impacting the going concern status and the Company's operations. Prevention of Sexual Harassment at Workplace Since the Company does not have any woman employee, the provisions of the Sexual Harassment of Workmen at Workplace (Prevention, Prohibition and Redressal) Act,2013 does not apply. Cautionary Statement Statements in the Annual Report, particularly those which relate to Management Discussion and Analysis may constitute forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on the reasonable assumption, the actual results might differ. Acknowledgement: The Directors wish to place on record their deep sense of appreciation to the Company's Bankers and all the staff members for their unstinted support. Your directors also wish to thank the shareholders for confidence reposed in the management of the Company. For and on Behalf of the Board Sd/- (R.R. CHOKHANI) CHAIRMAN DIN: 00613176 Place: Mumbai Date: May 30, 2016 |