DIRECTORS' REPORT TO THE MEMBERS, Your Directors are pleased to present the Twenty Third Annual Report and Audited Accounts for the financial year ended 31st March, 2015 III. TRANSFER TO RESERVES In view of losses, no amount has been transferred to reserves. IV. PERFORMANCE REVIEW For the financial year under review the company has incurred a net loss of Rs. 9,588 /- as against a loss of Rs. 18, 38,824/- in previous year. Despite of uncertain demand conditions, given the global outlook and its likely contagion effect, the company has been able to minimize the loss at a considerable level. It is expected that with the favorable market conditions the Management is hopeful that in future the position is likely to improve in the coming years. V. OUTLOOK The company expects current year to be another year for Equities, mainly because Indian economy is expected to grow further and perform better than previous year. Better prospects for the Company as compared to last year are therefore, expected. VI. SUBSIDIARIES AND JOINT VENTURES The Company has no Subsidiary or Joint Venture. VII. RISK AND CONCERNS Company's performance is closely linked to Indian Capital Market & risks associated with market operations. The value of company's investments may be affected generally by factors affecting capital markets, such as price and volume volatility, interest rates, currency exchange rates, foreign investment, changes in government policy, political economic or other developments, crude oil prices and economic performance overseas. Company believes that the long term growth stories of India remains intact though there would be several short term upheavals like crude oil prices, balance of payment and interest rates etc, although these are softening recently and expected to continue the same trend. Our performance in the fiscal year 2015-16 is subject to some of these factors on the Indian Capital Market. VIII. RISK MANAGEMENT POLICY The Company has in place a Risk Management Policy to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through risk response strategies and mitigating actions. All risks including investments are reviewed in the meetings of the Board of Directors. Risks related to operations, compliances & systems are reviewed in detail by the Audit Committee. IX. SEGMENT The primary segment of the company is investment in capital market & allied services. X. INTERNAL CONTROL SYSTEMS AND ADEQUACY The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. XI. CAUTIONARY STATEMENT (The statement in the Board report and Management's Discussion & Analysis report reflects Company's objectives, expectations or predictions may be forward looking statement that involves risks and uncertainty. The company undertakes no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise. Actual results, performance, or achievements could differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward looking statements that speak only of the expectations as on the date.) XII. DIRECTORS Shri Babulal Goyal Director of the company retires by rotation at the forthcoming Annual General Meeting in accordance with the provisions of the Companies Act, 2013 and being eligible, offers himself for the re-appointment. Shri Jitendra Panchal (Director Identification No. 180386) had been appointed as Director of the Company on 23rd July, 2002. In terms of Section 149 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder, Shri. Jitendra Panchal, is eligible for appointment as an Independent Director of the Company, not liable to retire by rotation. Shri Amilesh Rai (Director Identification No. 180419) had been appointed as Director of the Company on 24th December, 2004. In terms of Section 149 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder, Shri. Amilesh Rai, is eligible for appointment as an Independent Director of the Company, not liable to retire by rotation. Your Directors recommend the appointment of Shri. Jitendra Panchal & Mr. Amilesh Rai as an Independent Director of the Company for a term of five consecutive years commencing from 28th September, 2015. During the year under review Mr. S.Padmanabhan & Mrs. Saroj Narasimhan were appointed on 31.10.2014 & 31.07.2015 respectively in the board meetings as the additional director whose tenure expires at the ensuing Annual General Meeting & in respect of whom the Company has received notice in writing from the member along with the deposit of the requisite amount under section 160 of the act proposing their candidature for the office of the Directors of the Company. Your directors recommend their reappointment. Further Mrs. Saroj Narasimhan has been appointed in compliance of Section 149(1) of the said Act and Clause 49 of the Listing Agreement, providing for appointment of a Woman director on the Board. Their appointment as Independent Directors of the Company proposed to hold office for a term of 5 (five) years from the date of forthcoming Annual General Meeting and that they shall not be liable to retire by rotation. The Company has received a declaration in terms of section 149(7) of the Act from all the Independent Directors conforming that they meet the criteria of Independence as provided in Section 149(6) of the Act and clause 49 of the Listing Agreement. XIII. LISTING ON STOCK EXCHANGE The Company has paid listing fees to Bombay Stock Exchange Limited for the Financial Year 2015-16 and the shares of the Company are traded at The Bombay Stock Exchange, (BSE) having nationwide terminals. XIV. BOARD EVALUATION Policy has been framed and reviewed by the Independent Directors. However, in view of the fact no major activity has been recorded for the year under review. The evaluation will be taken at the appropriate time. XV. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 134(3) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed: i. That in the preparation of the accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review; iii. That the Directors have taken proper and sufficient care 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 Directors have prepared the accounts for the financial year ended 31st March, 2015 on 'going concern' basis. v. That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively. vi. That the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively. XVI. CORPORATE GOVERNANCE The company has complied with the requirements of Corporate Governance as stipulated in clause 49 of the listing agreement of the Stock Exchange. The Corporate Governance report for the financial year ended 31st March, 2015 is annexed as Annexure 1 along with the Auditor's Certificate on its compliance XVII. PARTICULARS OF EMPLOYEES During the financial year, the Company had no employees on Company's rolls in receipt of remuneration attracting the provisions of section 197(12) of Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. XVIII. VIGIL MECHANISM/ WHISTLE BLOWER POLICY In compliance with the provisions of Section 177(9) the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and the employees of the Company. XIX. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC. The Board has nothing to report under this head as the Company is in the Financial Sector. However the company is taking adequate steps to see that the energy used by the company is the minimum under the given circumstances XX. DEPOSITS The Company has not accepted any deposit during the current financial year. XXI. AUDITORS 1) Statutory Auditors M/s N. B. Thakore & Co. Chartered Accountants, the Statutory Auditors of the company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limit under section 139(1) of the Companies Act, 2013. 2) Cost Auditors Being a finance Company it is not applicable. 3) Secretarial Auditors Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed V Sundaram & Co, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed as Annexure 2. XXII. 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 in the design or operation was observed. XXIII. RELATED PARTY TRANSACTIONS There are materially no related party transactions made by the Company during the year. XXIV. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES: Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, wherever applicable, are given in the notes to financial statements XXV. RISK MANAGEMENT POLICY: The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. XXVI. CORPORATE SOCIAL RESPONSIBILITY As per the provisions of Section 135 of the Companies Act, 2013 read along with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company is not required to form a Corporate Social responsibility Committee. XXVII. EXTRACT OF THE ANNUAL RETURN The extract of the Annual Return as required under section 92 (3) of the Act in form MGT- 9 is annexed as Annexure 3. XXVIII. REPORT ON MANAGEMENT DISCUSSION ANALYSIS As required under the listing agreement with stock Exchanges ("Listing Agreement"), Management discussion and analysis is annexed as Annexure 4. XXIX. AUDITORS REPORT There are no qualifications, reservations or adverse remarks or disclaimers made by the Auditors in their report on the Financial Statements of the Company for the Financial Year ended 31st March, 2015. XXX. GENERAL Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: 1. Details relating to deposits covered under Chapter V of the Act. 2. Issue of equity shares with differential rights as to dividend, voting or otherwise. 3. Issue of shares (sweat equity shares) to employees of the Company under any scheme save and ESOS. 4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company operations in future. 5. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, prohibition and Redressal) Act, 2013 XXXI. ACKNOWLEDGEMENT Your Directors acknowledge with gratitude and wish to place on record their appreciation for the support and cooperation received by the Company from its Bankers, Share Holders and Employees and look forward to their continued support. For & on behalf of the Board D.K. Goyal (Chairman) Place: Mumbai Date: 29th May, 2015 |