DIRECTOR'S REPORT TO THE MEMBERS, The directors take great pleasure in submitting Twenty Third Annual Report of the company on the business and operations of the company along with Audited Financial Statements for the financial year ended March 31, 2015. PERFORMANCE OF THE COMPANY The Directors of the company shall continue their endeavor to further improve the trend of growth in the coming years. AUDITORS Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed there under, M/s. S.P. Monga & Co., Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the 22nd Annual General Meeting (AGM) of the Company held on 20th September 2014 till the conclusion of the Twenty Fifth AGM to be held in the year 2017, subject to ratification of their appointment at every AGM. DIRECTORS The Board of Directors appointed Mrs. Kiran Duggal as Additional Director of the Company, with effect from 6th February 2015. The resolutions seeking approval of the members for the appointment of Mrs. Kiran Duggal have been incorporated in the notice of the forthcoming annual general meeting of the company. The company has received a notice under section 160 of the Act proposing the appointment of Mrs. Kiran Duggal. As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from April 1, 2014, every listed company is required to have at least one-third of the total number of directors as Independent directors. In accordance with the provisions of section 149 of the Act. Mr. Ashok Juneja and Mr. Vinay Aggarwal were appointed as independent Directors at the annual general meeting of the company held on 20th September 2015. The terms and conditions of appointment of independent directors as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may effect their status as independent director during the year. Mr. Vinod Bansal, Director, retires by rotation and being eligible has offered himself for re-appointment. DIRECTOR'S RESPONSIBILTY STATEMENT Pursuant to clause (c) of the provisions of Section 134(3) of the Companies Act, 2013, the Directors hereby confirm the responsibility for the integrity and objectivity of the Profit & Loss Account for the year ended 31st March, 2015 and the Balance Sheet as at that date ("Financial Statements") and confirm that: 1. In the preparation of the annual accounts for the year ended March 31, 2015 the applicable accounting standards read with requirements set out in the Companies Act, 2013 have been followed and there are no material departures from the same. 2. We have selected such accounting policies that are reasonable, prudent and applied them consistently and made judgments and estimates so as to give a true and fair view of the state of affairs of the company as at March 31st, 2015 and of the profit of the company for the year ended on that date. 3. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities. 4. We have prepared the annual returns of the company on a going concern basis. 5. We have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. 6. We have devised proper systems to ensure compliance of all applicable laws and that such systems were adequate and operating effectively. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15. AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT The auditors' report and secretarial auditors' report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report. REGISTRATION WITH RESERVE BANK OF INDIA AS NBFC The company is registered with the Reserve Bank of India as a NBFC within the provisions of the NBFC (Reserve Bank of India) Directions, 1998. INFORMATION PURSUANT TO THE PROVISIONS OF PARA 10 OF NON-BANKING FINANCIAL COMPANIES (RBI) DIRECTIONS, 1977 Neither the Company has accepted any Public Deposits during the year nor the Company is holding prior Public Deposits, therefore the information called for is not applicable. FIXED DEPOSITS: Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: The company is a NBFC, therefore the information with regard to conservation of energy, technology absorption as required by the Companies (Accounts) Rules, 2014 relating to conservation of energy and technological absorption do not apply and hence no disclosure is being made in this report. RISK MANAGEMENT As per the Companies Act, 2013 and Listing Agreement that the company has laid down procedures to inform board members about the risk assessment and minimization procedures. The board annually discusses the significant business risks identified by the management and the mitigation process being taken up. Further, a risk management committee comprising senior management is in place for review of risk management on a periodical basis, the summary of decisions of which shall be reviewed by the business committee on a periodical basis. A detailed note on the risk identification and mitigation is included in management discussion & analysis, annexed to the director's report. CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION AND ANALYSIS REPORT The company has strictly followed and practiced the well-defined Corporate Governance policies in the interest of all stakeholders and is committed to maintain the standards of corporate governance. Towards this end the company has been fair, transparent, accountable and efficient at all levels. As per clause 49 of the Listing Agreements entered into with the Stock Exchanges, Corporate Governance Report with auditors' certificate thereon and Management Discussion and Analysis are attached and form part of this report. NUMBER OF BOARD MEETINGS The Board met Four times during the Financial Year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The Intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. BOARD EVALUATION The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49"). 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 the Board composition and structure, 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 (NRC) 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 like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc., In addition, the Chairman was also evaluated on the key aspects of his role. In the separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting of that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed. Policy on directors' appointment and remuneration and other details. The Company's policy on directors' appointment and remuneration and other matters provided in Act has been disclosed in the corporate governance report, which forms part of the directors' report. Internal financial control systems and their adequacy The details in respect of internal financial control and their adequacy are included in the Management Discussion& Analysis, which forms part of this report. Audit committee The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report. Particulars of loans, guarantees and investments The particulars of loans, guarantees and investments have been disclosed in the financial statements. Extract of Annual Return As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure A to the board's report in the prescribed Form MGT-9, which forms part of this report. Disclosure requirements As per Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report with auditors' certificate thereon and management discussion and analysis are attached, which form part of this report. The company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges. ACKNOWLEGEMENTS We are thankful to all shareholders for their support, faith and confidence in the company. Your directors place on record their sincere appreciation for the guidance, support and co-operation of our auditors, the legal advisors and bankers. For and on behalf of the Board of Directors Sd/- Vinod Bansal Director DIN: 00044111 Date: 13/08/2015 Place: New Delhi |