DIRECTORS' REPORT Dear Shareholders Your Directors have pleasure in presenting the 29thANNUAL REPORT of your company together with the Auditor's Report for the year ended 31st March 2015 BUSINESS & PERFORMANCE During the year under review, the Company has made profit of 2489.50 lacs, against loss of Rs.25.65 lacs in the last financial year. Our company had shifted the focus to concentrate on core business of investments. SHARE CAPITAL The paid up Equity Share Capital as on March 31, 2015 was Rs.10.50 crore. During the year under review the company has reissued 42700 forfeited shares of Rs.10 each at a premium of Rs.25 per share to one of the Directors of the company The company has redeemed 750000 - 12% CUMULATIVE NON-CONVERTIBLE REDEEMABLE PREFERENCE SHARES of the face value of Rs.100 each, aggregating Rs.7.50 crore out of the profits of the company during the financial year 2014-15. DIVIDEND The Directors are pleased to recommend payment of the dividend (20%) of Rs.2 per share of the face value of Rs.10 each for the financial year 2014-15.The dividend if approved by the Members at the Annual General Meeting will absorb a sum of Rs. 251.99 lacs, inclusive of taxes, which is provided for in the books. Your Company has not declared and paid any dividend during the financial year 2013-14 due to inadequacy of profits. TRANSFER TO GENERAL RESERVE Your Company proposes to transfer Rs. 100 lakhs to the General Reserve HUMAN RESOURCES The well disciplined workforce which has served the company for the last 5 years lies at the very foundation of the company's major achievements and shall well continue for the years to come. The management continuously carries out systematic appraisal of performance and imparts training at periodic intervals to its dedicated work force. The company has always recognized talent and has judiciously followed the principle of rewarding performance. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN ATWORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has zero tolerance for sexual harassment at workplace and has in place a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2014-15, the Company has not received any complaints on sexual harassment. DOCUMENTS PLACED ON THE WEBSITE (www.tcms.bz) The following documents have been placed on the website in compliance with the Act: * Details of Unpaid dividend as per section 124(2) * Corporate Social Responsibility Policy as per section 135(4)(a) * Financial Statements of the Company and consolidated financial statements along with relevant documents as per third proviso to section 136(1) * Separate audited accounts in respect of subsidiaries as per fourth proviso to section 136(1) * Details of vigil mechanism for Directors and employees to report genuine concerns as per proviso to section 177(10) * The terms and conditions of appointment of Independent Directors as per Schedule IV to the Act. * The code of conduct for Board of Directors and Senior Managers * Familiarization Program for the Independent Directors * Policy on Related Party Transactions * Code of conduct for insider trading and Corporate Disclosure Practices SUBSIDIARY COMPANIES Your Company has one subsidiary viz., TWENTYFIRST CENTURY SHARES AND SECURITIES LIMITED. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). Further there has been no material change in the nature of business of the subsidiaries. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary company may write to the Company Secretary. In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries is set out in the prescribed form AOC-1, which forms part of the annual report. Performance and financial position of the subsidiary companies is given in Annexure-V. CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND LISTING AGREEMENT As per Clause 49 of the listing agreement entered into with the stock exchanges, Management Discussion and Analysis Report (ANNEXURE - III) and Corporate Governance Report with Auditors' Certificate thereon (ANNEXURE-IV) are attached and form part of this report. Various information required to be disclosed under the Act and the Listing Agreement is set out in the ANNEXURE-I and forms part of this report. Technology Absorption & Foreign Exchange Inflow & Outgo Company's business does not require any technology absorption and hence no reporting is required to be furnished under this heading. Foreign Exchange inflow and outflow during the year is Nil. CORPORATE SOCIAL RESPONSIBILITY Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy. During this financial year 2014-15, the company has made reasonably good profit. Accordingly the company has formed CSR Committee to pursue the CSR policy which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development. Your company knows the importance of Corporate Social Responsibility (CSR) activities of the company under the recently introduced provisions of the Companies Act, 2013. Accordingly a committee has been formed under the chairmanship of Mr.Sundar Iyer - Chairman of the company. The committee is studying various projects and the activities which can be undertaken by the company and are conscious that these activities must be for the benefit of the community who need to be nurtured. BOARD EVALUATION Pursuant to the provisions of companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report. DEPOSITS Your Company has not accepted any deposits from the public during the year under review. There are no outstanding deposits as on 31st March 2015. DIRECTORS At the 28th Annual General Meeting of the company held on 27 June 2014 the company had appointed the existing independent director Shri S.Hariharan (DIN 02545610) as independent director under the companies Act, 20t1h3 for a period of 5 years commencing from 27thJune 2014. The Independent Director has given declaration that he meets the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of listing agreement. At a board meeting held on 21st April 2015 the board had appointed Mrs. Sita Sunil (DIN 00041722) as an Independent Woman Director for a period of 5 years till 20th April, 2020. Mr Sundar Iyer, Director (DIN 00481975) of the company shall retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. Mr.Iyer Vishwanth - Independent Director (DIN 00137166) of our company shall retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. Mr.Iyer Vishwanath is appointed as Independent Director, for a period of 5 years commencing from 17th July 2015. As stipulated in terms of Clause 49 of the listing agreement with the stock exchanges, the brief profile of Mr Sundar Iyer, Mr.Iyer Vishwanath and Mrs. Sita Sunil, is provided in the report on corporate governance, which forms an integral part of this Annual Report. AUDITORS STATUTORY AUDITORS Messrs. Lakhani & Lakhani, Mumbai, Chartered Accountants, (Registration Number 115728W) have been appointed as statutory auditors of the company at the last Annual General Meeting held on 27th June 2014 from the conclusion of 28th Annual General Meeting till the conclusion of 29th Annual General Meeting of the company. The Board of Directors of the company has recommended the appointment of Messrs. Lakhani & Lakhani, Mumbai, Chartered Accountants, (Registration Number 115728W) as statutory auditors of the company from the conclusion of 29trhd Annual General Meeting till the conclusion of 33r Annual General Meeting of the company, subject to the ratification of appointment of Statutory Auditors at every annual general meeting by the shareholders. 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 M/s Lakshmmi Subramanian & Associates, Practising Company Secretaries, (CP No.1087, FCS 3534),Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as 'Annexure VI'. INTERNAL AUDITORS All the investments related activities are done under the direct supervision of the Chairman of our company. As per the provisions of the Companies Act, 2013 the company has appointed M/s. Om Prakash S. Chaplot & Co, Chartered Accountants as an Internal Auditor for the company for the financial year 2014-15.. The Company proposes to continue their services and appoint M/s. Om Prakash S. Chaplot & Co, Chartered Accountants as an Internal Auditor for the financial year 2015-16, to ensure proper and adequate systems and procedures commensurate with its size and nature of its business. ACKNOWLEDGEMENTS The Board of Directors would like to thank all employees of the Company and also Company's shareholders, auditors, customers and bankers for their continued support. CAUTIONARY STATEMENT The statements contained in the Board's Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results. For and on behalf of the Board SUNDAR IYER Chairman Place: Mumbai Date : 10.06.2015 |