DIRECTOR'S REPORT To The Members, Your Directors have pleasure in presenting the Twenty Fourth Annual Report together with the Audited Statement of Accounts of the company for the year ended 31st March, 2015. OPERATIONS The Income from Operations of the Company for the financial year 2014-2015 stood at Rs. 382.04 Lacs as against Rs. 186.79 Lacs in the previous year. The profit after tax stood at Rs. 270.48 Lacs during the year under review against Rs. 133.07 Lacs during the previous year. SHARE CAPITAL The Authorised Share Capital of the company stands at Rs. 6,00,00,000/- (divided into 60,00,000 shares of Rs. 10 each) fully paid up. During the year under review, there has been no change in the authorised, paid-up share capital of the company. Your company has neither issued any shares with differential voting rights nor any Sweat Equity shares during the year under review. DEPOSITS During the year under review, your company has neither accepted nor invited any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014 and Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998. RESERVES During the year under review, your company transferred a sum of Rs. 268.79 lakhs to General Reserve. DIVIDEND The Directors are pleased to recommend the payment of dividend at the rate of 9% i.e. Paise Ninety per share for the year under review. The dividend, if declared, at the ensuing Annual General Meeting, will be paid to those members whose name appears in the Register of Members on 23rd September 2015. In respect of the shares held in electronic form, the dividend will be paid to those persons whose names shall appear as beneficial owners at the close of the business hours on Wednesday, 23rd September 2015 as per details furnished by National Securities Depository Ltd. and Central Depository Services (India) Ltd. The Payment of dividend will entail an outlay of Rs. 54 Lacs. The Company will also have to bear the distribution tax of Rs. 10.79 Lacs. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND Pursuant to the provisions of Section 205A (5) and 205C of Companies Act, 1956 and Section 124(5) of the Companies Act, 2013, the amounts pertaining to dividends that remained unclaimed and unpaid for the period of seven years from the date it became first due for payment, have been transferred from time to time to Investor Education and Protection Fund (IEPF) on due dates, by the company and no claims shall lie against the company. Despite constant and sincere efforts to pay unclaimed dividend to such members, certain amount still remains unclaimed. During the financial year 2014-15, your company has transferred unclaimed final dividend of Rs. 4,117/- pertaining to financial year ended 2006-07 to the Investor Education and Protection Fund established by the Central Government. DIRECTORS AND KEY MANAGERIAL PERSONNELS At the Annual General Meeting of the company held on 30th September, 2014, the members had appointed Mr. Sunil Sobti, Mr. S.P Oberoi and Mrs. Rachna Batra as Independent Directors of the Company for a period of 5 consecutive years. The company has received declarations from the Independent Directors of the Company confirming that they meet the criteria of independence as per sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange. In the opinion of the Board they fulfill the criteria of independence as specified in the Act and the Rules made thereunder and they are independent of the management. Mr. Subhash Chander Khaneja and Mr. Virender Khaneja retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Mr. Kunal Khaneja was also appointed as Executive Director of the Company from 13th August, 2014. BOARD MEETINGS The Board meets at regular interval to discuss and decide on Company's policies and strategy apart from other Board matters. The tentative annual calendar of the Board is circulated in advance to facilitate the Directors to plan their schedule and to ensure participation in the meetings. Minimum four pre-scheduled Board meetings are held annually, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Listing Agreement BOARD COMMITTEES Details of all committees alongwith their composition, terms of reference and meetings held during the year are provided in Corporate Governance Report forming part of the Annual Report. VIGIL MECHANISM / WHISTLE BLOWER POLICY The Company has established a Vigil Mechanism / Whistle Blower Policy to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behavior of employees that raise concerns including fraud, suspected fraud, unethical behavior, violation of any code of conduct or policy in force and any other like matter by using the mechanism provided in the Whistle Blower Policy. The details of the said Policy are included in the Report on Corporate Governance which forms part of the Annual Report. During the financial year 2014-15, no cases under this mechanism were reported in the Company and any of its associates. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROLS The Company understands that risk evaluation and risk mitigation is a function of the Board of the Company and the Board of Directors are fully committed to developing a sound system for identification and mitigation of applicable risks. Your company has a well defined Risk Management framework in place. Further, your company has an adequate system of internal control procedures which is commensurate with the size and nature of business. The internal control systems of the company are monitored and periodically reviewed by the audit committee of the Board of Directors. Your Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. In this regard, your Board confirms the following: i.Systems have been laid to ensure that all transactions are executed in accordance with management's general and specific authorisation. ii.Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with Generally Accepted Accounting Principles or any other criteria applicable to such statements, and to maintain accountability for aspects. iii.Access to assets is permitted only in accordance with management's general and specific authorisation. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted. iv.The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to differences, if any DIRECTOR'S RESPONSIBILITY STATEMENT Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, it is hereby confirmed that:- i.that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; ii.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; iii.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; iv.the directors had prepared the annual accounts on a going concern basis; and v.the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. vi.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. CORPORATE GOVERNANCE A detailed report on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is separately attached with the Annual Report as Annexure-1. MANAGEMENT DISCUSSION AND ANALYSIS REPORT The Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement, is given as a separate statement in the Annual Report as Annexure-2. EXTRACT OF ANNUAL RETURN Pursuant to the requirements under Section 92(3) and section 134(3) of the Act read with rule 12 of the Companies (Management and Administration) Rules 2014, an extract of the Annual Return in prescribed Form MGT-9 forms part of this Annual report as Annexure-3. LISTING OF SHARES Presently, the shares of the company are listed at the Bombay Stock Exchange Limited, Mumbai. The company has paid the Annual Listing fee for the year under review to BSE Limited. AUDITORS AND AUDITORS REPORT At the 23rd Annual General Meeting held on Tuesday, 30th day of September, 2014, the members had appointed M/s. DUA & KUMAR, Chartered Accountants, as Statutory Auditors for the financial year 2014-15, from the conclusion of the forthcoming Annual General meeting till the conclusion of every sixth meeting subject to them ratifying the said appointment at every AGM. The notes on financial statements referred to in the Auditor's report are self explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark. SECRETARIAL AUDIT REPORT Pursuant to provisions of section 204(1) of the Act, and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Parveen Rastogi and Co., Company Secretary in Practice to conduct the Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report as received from M/s Parveen Rastogi and Co. is appended to this report as Annexure-4. The Secretarial Auditor has not made any adverse comments or given any qualification, reservation or adverse remarks in the Audit Report. ASSOCIATES AND SUBSIDIARIES During the year under review, your company has two Associate companies viz., M/s Integrated Master Securities (P) Ltd. a member of NSE, BSE, MCX-SX and Depository Participant of NSDL and CDSL and M/s. Integrated Commodity Trades (P) Ltd., a member of MCX, NCDEX and NSEL. However, your company has no subsidiaries. CORPORATE SOCIAL RESPONSIBILITY As per Section 135 of the Companies act, 2013, the provisions for Corporate Social Responsibility are not applicable to the company. PARTICULARS OF EMPLOYEES None of the employees of the company are covered under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO. Particulars as prescribed under section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, regarding Conservation of Energy and technology Absorption, and Research and Development is not furnished as the same is not applicable on your company. There were also no foreign exchange earning or outgo during the year under review. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 The particulars of loans, guarantees or investments under Section186 of the Companies Act 2013 are not furnished since the provisions of the section are not applicable to your company, being a core investment company registered with Reserve Bank of India as NBFC. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis and are reviewed by the Audit Committee of the Board. The particulars of contracts or arrangements with related parties referred to in sub section (1) of Section 188 of the Companies Act, 2013, is given in significant accounting policies & notes to accounts as at 31.03.2015. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL There were no significant/material orders passed by the regulators or courts or Tribunals which would impact the going concern status of the company and its future operations. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013 The Company is committed to provide a safe & conducive work environment to its employees and has formulated 'Policy for Prevention of Sexual Harassment' to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment, thereby providing a safe and healthy work environment. During the year under review, no case of sexual harassment was reported. ACKNOWLEDGEMENTS Your directors would like to take this opportunity to express sincere gratitude to the HDFC Bank Ltd, BSE Ltd. and other Regulators for their continued cooperation and patronage. Your directors also place on record appreciation of the excellent performance and hard work put in by the employees at all levels. The Directors also convey their grateful thanks to the esteemed shareholders for their continued cooperation, support and the confidence reposed by them in the company. By order of Board of Directors Sd/-S.C. Khaneja Chairman (DIN: 00042758) Place: New Delhi Date: 12.08.2015 |