DIRECTORS' REPORT TO THE MEMBERS, Your Directors have pleasure in presenting the 32nd Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended 31st March, 2015. Review of Operations: During the year under review, the Company has registered revenue of Rs. 34.19 Lakhs (Previous year Rs.8.65 Lakhs) and Net Profit after tax of Rs. 2.37 Lakhs (Previous year Rs. 3.16 Lakhs). The Company continued to operate in the same business and there was no change in business activity. No material changes of the Company occurred between end of the financial year and the date of this report. Dividend: Since the Company has inadequate profits, your Directors think it prudent to plough back the profits and therefore, do not recommend any dividend for the year under review. Directors: In accordance with the Articles of Association of the Company and in view of the provisions of Section 152 of the Companies Act, 2013, Mr. V. K. Sodani (DIN: 00403740), directors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of Independent Director prescribed both under section 149 (6) of the Companies Act, 2013 and under clause 49 of the Listing Agreement enter into with the Stock Exchanges. Public Deposits: During the year under review, the Company has not accepted any deposits within the meaning of section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. Subsidiaries & associate companies: The Company does not have any subsidiary or associate companies. Segment Reporting: The Company has single segment, hence Accounting Standard on Segment Reporting (AS-17) need not be given. Reserve Bank of India Guidelines for NBFCs: (Non Banking Financial Companies) The Guidelines of Reserve Bank of India are being revised time and again during the year under review. The Company has observed all the prudential norms prescribed by Reserve Bank of India. Extract of Annual Return: An extract of Annual Return in MGT 9 is appended to this Report as Annexure 'A'. Listing of Shares on BSE Limited: The Equity Shares of the Company are listed on BSE Limited and admitted for trading w.e.f. 17th October, 2014. Significant and Material Orders Passed by the Regulators or Courts: There are no significant and material orders passed by the Regulators or Courts that would impact the going status of the Company and its future operations. Director's responsibility statement: To the best of our knowledge and belief and according to the information and explanations obtained, Directors make the following statement in terms of Section 134 (3) (c) of the Companies Act, 2013: (a) that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; (b) that 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; (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. Key Managerial Personnel: During the year under review, the Company has appointed the following persons as the Key Managerial Personnel. Sr. No. Name of the person Designation 1. Mrs. Anjana Soni Whole Time Director 2. Ms. Deepal Shah Company Secretary 3. Ms. Antima Soni Chief Financial Officer Board evaluation: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation after taking into consideration various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration, obligations and governance. The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors in their meeting held on 22nd September, 2014. The Board of Directors expressed their satisfaction with the evaluation process. Number of Meetings of the Board of Directors: The details of the number of meetings of the Board held during the Financial Year 2014-15 forms a part of the Corporate Governance Report. Audit Committee: In accordance with the provisions of the Listing Agreement and Corporate Governance, the Company has constituted an Audit Committee comprising of Independent Directors. The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board. The details of the terms of audit committee and other details are explained in the Corporate Governance Report. Remuneration & Nomination Policy: The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy lays down the criteria for selection and appointment of Board Members. The details of the policy are explained in the Corporate Governance Report. Vigil Mechanism / Whistle Blower Policy: The Company has a Vigil Mechanism / Whistle Blower policy to report genuine concerns, grievances, frauds and mismanagements, if any. The Vigil Mechanism /Whistle Blower policy has been posted on the website of the Company (www.sftc.co.in) Related Party Transactions: All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee for approval. The Company has not entered into any transaction of a material nature with any of the related parties which are in conflict with the interest of the Company. The details of related party transactions are disclosed in Note No. 20 attached to and forming part of the accounts. Depository Services: The Company's Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. INE475D01010. Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form. Code of Conduct: Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity. The Code has been posted on the Company's website www.sftc.co.in All the Board Members and Senior Management Personnel have confirmed compliance with the Code. Statutory Auditor: M/s. K K Khadaria & Co., Chartered Accountants, (Firm Registration No.105013W) were appointed as the Statutory Auditors of the Company at the AGM held on 29th September, 2014 to hold office until the conclusion of the 36th consecutive AGM, are recommended for ratification of appointment for the Financial Year 2015-16. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. K. K. Khadaria & Co. that their appointment, if made, would be in conformity with the limits specified in the said Section. Secretarial Audit: Pursuant to provisions of section 204 of the Companies Act, 2013 and the Rules made thereunder, the Company has appointed M/s. Reena S. Modi & Associates (Membership No. 25346), a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as Annexure 'B' and forms an integral part to this Report. Auditor's Report/ Secretarial Audit Report: The observations of the auditors contained in their Report have been adequately dealt with in the Notes to the Accounts which are self explanatory and, therefore, do not call for any further comments. Internal Control Systems and their Adequacy: The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal audit function, the Company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board. Corporate Governance and Management Discussion & Analysis Reports: The Company adheres to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best corporate governance practices. The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as a separate Annexure, together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. Conservation Of Energy, Technology Absorption And Foreign Exchange Earning The Company being basically in the financial sector, requirements regarding the disclosure of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable. The Company has no foreign exchange inflow or outflow during the year under review. Acknowledgment: The Board of Directors wish to place on record their appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government, and Local Authorities for their strong support and valuable guidance. The Directors are thankful to the shareholders for their continued support to the Company. For, M/s Suchitra Finance & Trading Co. Ltd. Sd/- Mr. Vinod Sodani Chairman DIN: 00403740 Date: 30th May, 2015 Place: Mumbai |