DIRECTORS' REPORT To the Members, Your Directors are pleased to present the 17th Annual Report along with Audited Financial Statements of the Company for the year ended 31st March 2015. DIVIDEND With a view to conserve resources for future business operation of the Company, your Directors do not recommend any dividend for the year under review. RESULTS OF OPERATIONS Total income of the Company during the year was Rs. 225.06 lacs as against Rs. 208.86 lacs in the previous year. The Profit before tax during the year was Rs. 189.68 lacs as against Rs. 195.17 lacs in the previous year. The Profit after tax was Rs. 179.28 lacs as against Rs. 183.71 lacs in the previous year. SUBSIDIARY COMPANY The Company has no subsidiary as on 31st March, 2015. DIRECTORS AND KEY MANAGERIAL PERSONNEL Smt. Shruti Raghav Jindal, Whole-time Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment. The Board has appointed Shri Krishna Kumar Khandelwal as an Additional Director of the Company on 26th May, 2015. Shri Krishna Kumar Khandelwal has also been proposed to be appointed as an Independent Director. Items seeking your approval on the above matters are included in the Notice convening the Annual General Meeting. All Independent Directors of the Company have given declaration 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. Shri Saket Jindal resigned as Director of Company w.e.f. 22nd April, 2015. The Board expresses its appreciation to Shri Saket Jindal for his valuable guidance as Director of the Company. Ms. Dipika Gupta resigned as Chief Financial Officer of the Company w.e.f. 30th June, 2015. Ms. Sonia Yadav resigned as Company Secretary of the Company w.e.f. 11th September, 2014. The Board has appointed Mr. Tarun Dua as Company Secretary of the Company w.e.f. 10th March, 2015. BOARD MEETINGS During the year, 6 (six) Board meetings were held. The details of which are given in the Corporate Governance Report. BOARD EVALUATION The Board of Directors has carried out an Annual evaluation of its own performance, Board Committee and individual Directors pursuant to the provisions of the Act and under Clause 49 of the Listing Agreement. The performance of the Board was evaluated by the Board, after seeking inputs from all the Directors on the basis of the criteria such as Board composition and structures, effectiveness of Board processes, information and functioning etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as contribution of the Individual Director to the Board and Committee meetings. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION The Company's policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the corporate governance report, which forms part of the Directors' Report. RISK MANAGEMENT Adequate measures have been adopted by the Company to anticipate, plan and mitigate the spectrum of risks it faces. The company's business operations are exposed to financial risks including Liquidity risk etc. The Board of the Company has approved the Risk management Policy of the Company and authorized the Audit Committee to implement and monitor the risk management plan for the Company and also identify and mitigate the various element of risks, if any, which in the opinion of the board may threaten the existence of the Company. INTERNAL FINANCIAL CONTROLS The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness was observed. DIRECTORS' RESPONSIBILITY STATEMENT As required under Section 134(5) of the Companies Act, 2013, your Directors state: (i) that in the preparation of the Annual Accounts for the year ended 31st March, 2015, the applicable accounting standards had been followed and there are no material departures; (ii) that the accounting policies selected and applied are consistent and the judgments and estimates made 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 financial year and of the profit of the Company for that period; (iii) 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; (iv) that the Annual Accounts for the year ended 31st March, 2015 have been prepared on a going concern basis; (v) that the internal financial controls laid down by the Board and being followed by the company are adequate and were operating effectively; (vi) that the proper systems, devised by Directors to ensure compliance with the provisions of all applicable laws, were adequate and operating effectively. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT-9 is annexed with this Report. AUDIT COMMITTEE The Audit Committee of the Company, as on 31st March, 2015 consisted of Shri Shyam Lal Bindal, Chairman, Shri Saket Jindal and Shri K.K. Bhartia, as its other members. The terms of reference are in conformity with the requirements of Section 177 of the Companies Act, 2013 and clause 49 of the Listing Agreement. VIGIL MECHANISM The Company has adopted a Whistle blower policy and established the necessary vigil mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of conduct. The said policy has been disclosed on the Company's website under the web link <http://www.haryanacapfin.com/VIGILMECHANISM.pdf> PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Pursuant to Section 186(11)(b) of the Companies Act, 2013, provisions of Section 186 are not applicable to any acquisition made by a non-banking financial company registered under Chapter IIIB of the Reserve Bank of India Act, 1934 and whose principal business is acquisition of securities (i.e. investment and lending activities). The Company has not given any guarantee or provided any security. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES All contracts/ arrangements/transactions entered into by the Company with the related parties during the year were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract/ arrangement/transaction with the related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. CORPORATE GOVERNANCE REPORT Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange (BSE), Corporate Governance Report along with Auditors' Certificate regarding compliance of conditions of Corporate Governance has been annexed as part of this Annual Report. MANAGEMENT DISCUSSION AND ANALYSIS REPORT A detailed analysis of your Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has constituted as Internal Complaint Committee under section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed before the said Committee. AUDITORS M/s. B.K. Shroff & Co., Chartered Accountants, New Delhi, have expressed their unwillingness to be re-appointed as Statutory Auditors of the Company at the ensuing Annual General Meeting. The Board has recommended the appointment of M/s A.M.A.A & Associates, Chartered Accountants as Auditors of the Company at the ensuing Annual General Meeting to hold office from the conclusion of the ensuing Annual General Meeting till conclusion of 22nd Annual General Meeting of the Company. M/s A.M.A.A & Associates, Chartered Accountants have furnished a letter confirming their eligibility and consent to act as Auditors of the Company, if appointed, at the ensuing Annual General Meeting of the Company. The observations of the Auditors are explained wherever necessary in the appropriate Notes on Accounts. The Auditors' Report does not contain any qualification, reservation or adverse remark. SECRETARIAL AUDIT The Board has appointed M/s Hemant Singh & Associates, Company Secretaries in practice to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the year ended 31st March, 2015 is annexed herewith as an annexure to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. FIXED DEPOSITS The Company has not accepted any deposits from Public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO In view of the business activities of the Company, the information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company. PARTICULARS OF EMPLOYEES Particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. However in pursuance of Section 136(1) of the Act, this report is being sent to the shareholder of the Company excluding the said information. The said information is available for inspection to the shareholders of the Company at the registered office of the Company during working hours till the ensuing Annual General Meeting and any shareholders interested in obtaining such information may write to the Company Secretary at the Corporate Office of the Company. ACKNOWLEDGEMENT The Board expresses its grateful appreciation of the assistance and co-operation received from Central and State Governments, Banks & Financial Institutions and Shareholders. Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees & associates at all levels. For and on behalf of the Board Shruti Raghav Jindal Whole Time Director Kamal Kishore Bhartia Director Place : Gurgaon Dated : 5th August, 2015 |