BOARD'S REPORT The Shareholders, TRC Financial Services Limited, Mumbai Your Directors have pleasure in presenting the Twenty First Annual Report of your Company together with the Audited Accounts for the year ended 31st March 2015. Company's Affairs The company has made a profit in the financial year 2014-2015 of Rs. 1733640 as compared to loss made of Rs 346566 during the financial year 2013-2014. Performance and Future Prospects The market value of investments are increasing and the company has gradually started to earn profits. Decrease in market fluctuations will have a positive impact on the company's growth potentials and at the same time company's risk taking ability is also increasing. Dividend The Board of Directors do not propose any Dividend for the Financial Year 2014 -2015 Transfer to reserves The Company has transferred Rs. 346728/- to the reserves under section 45-1C of the RBI Act. Change in the Nature of Business There are no changes in the nature of business during the Financial Year 2014 - 2015. Internal Financial Control and their Adequacy: The Company has internal financial control and risk mitigation system which is constantly assessed and strengthened. The Audit committee actively reviews the adequacy and effectiveness of the Internal Financial control and suggests the improvements for the same. Subsidiary, Associate and Joint Venture Companies: The Company has no subsidiary, associate and joint venture companies. Deposits The Company has not accepted any deposits during the financial year as defined Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. A)Issue of Equity Shares with Differential Rights: The Company has not issued any equity shares with differential rights during the Financial Year 2014 - 2015. B)Issue of Sweat Equity Shares: The Company has not issued any Sweat Equity Shares during the Financial Year 2014 - 2015. C)Issue of Employee Stock Options: The Company has not issued any Employee Stock Options during the Financial Year 2014 - 2015. Conservation of Energy and Technology Absorption The information relating to conservation of energy and technology absorption by the Company is annexed to the report as "Annexure A" Extract of Annual Return The Extract of Annual Return in form MGT-9 as prescribed under the provisions of Section 92 of the Companies Act, 2013 is annexed to the report as "Annexure B" Foreign Exchange Earning and Outgo During the year under review there were no earnings in foreign exchange and there was no foreign exchange out go. Directors A)Changes in directors and appointment of Key Managerial Personnel: During the year under review, the Company appointed Ms. Madhuri Augustine Singh as an Independent Additional Woman Director to hold office until the conclusion of the forthcoming Annual General Meeting. It is proposed to appoint Ms. Madhuri Augstin Singh as an Independent, Non - Executive Director of the Company at the ensuing Annual General Meeting. During the year under review, none of the Directors resigned from the Board. Mr. Vijay Mario Sebastian Misquitta has been appointed as Chief Financial Officer with effect from 28th March 2015 under the provisions of Section 203 of the Companies Act 2013. During the year under review, Mr. Vijay Mario Sebastian Misquitta has been re-appointed as the Managing Director of the company w.e.f 30th January 2015 to 29th January 2020 and the company seeks for the shareholders approval for the same. The Company appointed Mr. Paresh Patel as an Additional Independent Director in a Board Meeting dated 13th August, 2015 to hold office until the conclusion of the forthcoming Annual General Meeting. It is proposed to appoint Mr. Paresh Patel as an Independent, Non - Executive Director of the Company at the ensuing Annual General Meeting B)Declaration by Independent Directors and Re-appointment of Directors: All the Independent Directors have given the declarations that they meet the criteria for Independence as laid down under Section 149(6) of the Companies Act 2013 and Clause 49 of the Listing Agreement. In accordance with the provisions of Section 152 of the Companies Act 2013 and the Company's Articles of Association, Mr. Vijay Mario Sebastian Misquitta , Director retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. C)Board Evaluation: Pursuant to the provisions of the Companies Act 2013, and clause 49 of the Listing Agreement, a structured questionnaire was prepared for Board evaluation. The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and Non - Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process. Board Meetings: During the Financial Year 2014 - 2015, the Board of Directors duly met six times. More information regarding the Board meetings are been included in the Corporate Governance Report. Audit Committee The composition of the Audit Committee and the number of Audit Committee meetings held during the Financial Year 2014 - 2015 forms a part of the Corporate Governance Report. Vigil Mechanism for Directors and Employees The Company has a Vigil Mechanism policy to report genuine concerns or grievances. The detail forms a part of the Corporate Governance Report. Nomination and Remuneration Committee The company has a Nomination and Remuneration Committee and has policies framed for remuneration and appointment of directors, Key managerial personnel and senior management of the company. The composition of the Committee forms a part of the Corporate Governance Report. Particulars of transaction between the Company and the Non Executive Directors During the year under review the company has not entered into any transaction with its Non Executive Directors. Particulars of Loans, Guarantees or Investments: Since the Company is a registered entity under the Reserve Bank of India to conduct the business of Non Banking Financial Services, pursuant to the section of 186 (11) (a), (b) of the Companies Act, 2013, the company is exempted from complying with the provisions. Secretarial Audit Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules made there under the Company has appointed M/s Priti J Sheth & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as "Annexure C" and forms an integral part of this report. Secretarial Audit Report Regarding the qualifications made by the Secretarial Auditor in the Secretarial Audit Report, the Board of Directors would like to inform the members that the Company is in search of a Whole Time Company Secretary and an Internal Auditor who meets the criteria for appointment fixed by the Board of Directors of the Company. Corporate Governance As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate governance practices followed by the Company, together with a certificate from the Company's Secretarial Auditor's confirming compliances, forms an integral part of this Report. Directors' Responsibility Statement In terms of Section 134(5) of the Companies Act, 2013 in relation to financial statements for the year ended 31st March 2015, the Board of Directors state that: 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. e.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. Related Party Transactions The Company has not entered into any transactions with related parties falling under the purview of section 188 of the Companies Act 2013 and Rules made there under. Therefore no statement in Form AOC 2, as required under Rule 8(2) of Companies (Accounts) Rules, 2014 is annexed hereto. Auditors' Report The Statements made by the Auditors in their report are self-explanatory and doesn't require any comments by the Board of Directors. Particulars of Employees The Company wishes to place on record their appreciation to the contribution made by the employees to the operations of the company during the period. During the year under review there were no employees who were in receipt of the remuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment and Remuneration) Rules, 2014 and therefore no disclosures need to be made under the said section. Acknowledgements Your Directors wish to place on record their sense of appreciation for the excellent support received from the government authorities, bankers, consultants and the dedicated efforts of all employees in the working of the Company. For and on behalf of the Board of Directors, TRC Financial Services Limited Sd/-Shailesh Ghisulal Hingarh Director DIN: 00166916 Sd/-Ajay Dilkush Sarupria Director DIN:00233245 Registered Office: Bandra Hill View Chs, (3rd Floor), 85, Hill Road, Opp. Yoko Sizzlers, Bandra (W), Mumbai-400050, CIN:L74899MH1994PLC216417 Place: Mumbai Date: 30th May, 2015 |