DIRECTORS' REPORT 1. Your Directors have pleasure in presenting their Annual Report and Audited Statement of Accounts of the Company for the year ended on 31st March 2015. 2. State of Company's Affairs: During the year under review, the gross income of the Company stood at Rs 111.13 Lacs as compared to Rs 117.71 Lacs during the previous year. The net profit of the Company was Rs 17.15 Lacs during the year under review. 3. Material Changes and Commitments: No material changes / commitments have occurred between the end of financial year to which the financial statements relate till the date of this report, which have any adverse affect on the financial position of the Company. 4. Dividend No dividend has been recommended by the Board of Directors for the year. 5. Directors: The Company has Mrs. Latika Datt Abbott, Mrs. Charu Datt Bhatia, Mrs. Usha Datt and Brig. Lalit Mohan Segat on the Board of Directors of the Company. Mrs. Charu Datt Bhatia was appointed as the director of the Company on 30th September, 2014. Mr. D.P. Rawal has resigned from the directorship of the Company on 09th March, 2015. The Company is in the process of appointing a new Director in his place. Mr. Rajeev Gautam was appointed as Chief Financial Officer of the Company on 25th August, 2014. 6. Re-Appointment As per the provisions of the Companies Act, 2013, Mrs. Charu Datt Bhatia retires at the ensuring Annual General Meeting and being eligible, seeks re-appointment. The Board recommends her re-appointment. 7. Subsidiaries At the beginning of the year, we had one subsidiary i.e. M/s Som Datt Infosoft Private Limited. As on 31st March, 2015 we still have M/s Som Datt Infosoft Private Limited as subsidiary company. During the year, the Board of Directors ('the board') reviewed the affairs of the subsidiaries. In accordance with section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiary in the prescribed format AOC-1 is appended as Annexure B to the Boards' Report. The statement also provides the details of performance, financial positions of the subsidiary. 8. Consolidated Financial Statement In accordance with the Companies Act, 2013 (“the Act”) and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report. 9. Declaration from Independent Directors on annual basis The Company has received necessary declaration from Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Director of the Company meet with the criteria of their Independence laid down in Section 149(6). 10. Corporate Governance Corporate Governance is an ethically driven business process that is committed to values aimed at enhancing an organizations' brand and reputation. This is ensured by taking ethical business decisions and conducting business with firm commitment to values, while meeting stakeholders' expectations. At Som Datt Finance Corporation, it is imperative that our company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders. We comply with the Securities and Exchange Board of India (SEBI) guidelines on corporate governance. We have documented our Internal Policies on corporate governance. During the year, we have complied several aspects such as Whistleblower Policy and Code of Conduct and Ethics. Our Corporate Governance report for fiscal 2015 forms part of this Annual Report. 11. Meeting of the Board of Directors During the financial year under review, 5 Board meetings were held on 29.05.2014, 13.08.2014, 13.11.2014, 13.02.2015 and 30.03.2015 The Company held at least four Board Meetings in the year as required under the Act and the gap between two Board meetings was in compliance with the provisions contained in the Act. Details of Directors as on March 31, 2015 and their attendance at the Board during the financial year ended March 31, 2015 are given below: 12. Committees of the Board The composition andother details of all the Committees of the Board are provided in the Corporate Governance Report forming part of this Report. 13. Director's Responsibility Statement In compliance to the provisions of Section 134 (3)(c) of the Companies Act, 2013, your Directors wish to place on record – (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) 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; and (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. 14. Auditors : Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 141(3)(g) of the Act and they are not disqualified for re-appointment 15. Secretarial Auditors Naveen Narang of M/s Naveen Narang & Associates, Practicing Company Secretaries was appointed to conduct the secretarial audit of the Company for the financial year 2014-2015, as required under section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit report for FY 2014-2015 forms part of the Annual Report in Annexure A of the Board's Report. The Secretarial Auditor of the Company has qualified in its report that the Company has failed to appoint a Whole- Time Company Secretary as required under section 203(1) of the Companies Act 2013 read with Rule 8 of Companies (Appointment & Remuneration of Managerial Personnel) 2014. The board of directors would like to comment that the company is in the process to appoint full time Company Secretary and vacancy will soon be filled. 16. Auditor's qualification / reservation / adverse remark: There is no adverse qualification/ reservation/ remark in the Auditor's Report. However for other notes Directors would like to state that notes are self-explanatory and there is no need to give any further explanation/ comments. 17. Particulars of Loan given, Investment made, Guarantees given and Securities Provided: During the year under review the Company has not made any Loan, Guarantee or Investment pursuant to the provisions of section 186 of the Companies Act, 2013. 18. Contracts / Arrangement with related parties: All transactions with related parties, during the financial year, were on arm's length basis and in the ordinary course of business. No material contracts or arrangements with related party were entered into during the year under review. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with rules made thereunder. 19. Particulars of Employees The information required pursuant to Section 197 of the Companies Act, 2013 (“the Act”) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars, which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any member is interested in obtaining a copy thereof, such member may write to the Director of the Company in this regard. 20. Listing The shares of the Company are listed on the Bombay Stock Exchange. The annual listing fee has been paid to the BSE. A.S. Gupta & Co., Chartered Accountants, statutory auditors of the Company, holds office till the conclusion of the ensuring Annual General Meeting and are eligible for re-appointment. 21. Conservation of energy, technology absorption & foreign exchange earning & outgo: Information in accordance with the provision of Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 of Companies (Account) Rules 2014 regarding conservation of energy technology absorption and foreign exchange earnings and outgo is given below is as under: I. Conservation of energy : N.A II. Technology Absorption : N.A III. Foreign Exchange Earnings & Expenditure: ( a ) Foreign Exchange Earnings : Nil ( b ) CIF Value of Import : Nil ( c ) Foreign Exchange Expenditure : Nil 22. Vigil Mechanism The Company has constituted a Vigil Mechanism for employees and directors to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct and ethics. The purpose of the mechanism to promote the highest ethical standards, the company will maintain a workplace that facilities the reporting of potential violations of Company policies and applicable laws. 23. Board Evaluation The evaluation of Board, Committee(s) and individual Directors was carried out based on structured questionnaire encompassing parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. 24. Corporate Social Responsibility: The provisions relating to Corporate Social Responsibility are not applicable on the Company and therefore no policy in this regard has been developed / implemented by the Company during the financial year. 25. Internal Financial Control 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 weaknesses in the design or operation were observed. 26. Public Deposits In terms of the provisions of Section 73 & 74 of the Act read with the Companies (Acceptance of Deposits Rules), 2013, your Company has not accepted any fixed deposits from public and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet. 27. Extract of Annual Return: The extract of Annual return in prescribed Form MGT 9 has been annexed herewith and forms part of this report. 28. Appreciation: Your Directors wish to place on record their deep sense of appreciation of the devoted services rendered by the executives of the company. For and on behalf of the Board of Som Datt Finance Corporation Limited Latika Datt Abbott Managing Director DIN: 00031056 Charu Datt Bhatia Director DIN: 00035069 C-10, Geetanjali, G-106, Saket, Place: Delhi Malviya Nagar, New Delhi-110017 Date: 01.09.2015 New Delhi-110017 |