DIRECTORS' REPORT Your Directors have pleasure in presenting the Annual Report of ABHINAV CAPITAL SERVICES LIMITED with the Audited Statement of Accounts for the year ended on March 31, 2015 Financial Results From the perusal of the accounts for the year ended 31st March 2015, you will observe that the Company has earned a Net profit of Rs. 1,39,42,639/- during the year Compare to Rs.5,42,681/- last year . The Directors are hopeful that the Company will do better during the current year. Reserves The Company do not recommend to transfer any amount to the General Reserves. Dividend The Directors do not recommend the payment of dividend for the year under review. Extract Of Annual Return: The extract of Annual Return as provided under sub-section (3) of section 92 of the Companies Act, 2013 ('the Act') in prescribed form MGT-9 is enclosed as Annexure "A" to this report. Directors & Key Managerial Personnel Mr. Girish Desai, Director is retiring by rotation at the ensuing Annual General Meeting of the Company and is eligible for re-appointment & he has offered himself for re-appointment. Ms. Gayatri Sonawane having DIN 07251680, was appointed as an Additional Independent Director of the Company, to hold office up to the Annual General Meeting of the Company in terms of section 161 of the Companies Act, 2013 read with article 149 of the Articles of Association of the Company.It is proposed to appoint Ms. Gayatri as an Independent Director of the Company for a term of up to five years in terms of section 149, 152 & other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, at the ensuing Annual General Meeting of the Company. Appropriate resolutions for the appointment/re-appointment of Directors are being placed for your approval at the ensuing Annual General Meeting. Declaration By Independent Directors The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 Familiarisation Programme For The Independent Directors In compliance with the requirements of the clause 49 of the Listing Agreement, the Company has put in place a Familiarisation Programme for the Independent directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. Meeting Of Independent Directors The Independent Directors met once during the year under review. The Meeting was conducted in an informal manner without the presence of the Chairman, the Managing Director, the Non-Executive Non-Independent Directors and the Chief Financial Officer MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report Public Deposits The Company has not taken any deposits from the public for which information is required to be given in the Report. Conservation of Energy The company is utilizing electricity optimally. Technology Absorption The company has not purchased or imported any new technology. Hence, not applicable. Foreign Exchange Earnings And Outgo: NIL Particulars of Employees: - There are no employees to whom remuneration in excess of Rs.60 lacs per annum or Rs.5 lacs per month has been paid. Statutory Auditors and Their Report The Auditors, M/s. B Y & Associates, Chartered Accountants, Mumbai the retiring Auditors be reappointed as Statutory Auditors of the Company from conclusion of this AGM to the conclusion of next AGM, Auditors' observations are suitably explained in notes to the Accounts and are self-explanatory. Directors' Comments on Auditors' Report The observations made by the Auditors in their Report read with relevant notes given in the Notes to Accounts are self-explanatory and therefore, do not require any comments from your Directors pursuant to Section 134 (3) (f) of the Companies Act, 2013. RBI Guidelines Your Company is Complying with all the requirements of Reserve Bank of India for Non Banking Finance Company. In terms of paragraph 9BB of the NBFC Regulations, the particulars as applicable to the company are appended to the Balance sheet. Directors' Responsibility Statement Pursuant to the requirement under section 134(5) of companies Act, 2013, with respect of Director's responsibility statement, it is hereby confirmed; That in the preparation of the account for the financial year ended 31st March 2015, the applicable accounting standards had been followed along with proper explanation relating to material departure. That the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true & 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 the year under review; That the Directors had 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. That the Directors had prepared the accounts for the financial year ended 31st March, 2015 on a 'going concern' basis. The 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 That 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. Subsidiaries, Joint Ventures And Associate Companies The Company does not have any Subsidiary, Joint venture or Associate Company Disclosure Of Composition Of Audit Committee And Providing Vigil Mechanism The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 is not applicable to the Company Extract Of Annual Return An extract of Annual Return for the financial year ended March 31, 2015, is annexed as Annexure-I (in form MGT-9) to this report. Related Party Transactions The details of transactions entered into with the Related Parties referred to in sub-section (1) of section 188 are annexed as Annexure-II (in the Form AOC-2) to this report. Loans, Guarantees & Investments The particulars of loans, guarantees and investments have been disclosed in the financial statements. Risk Management Policy The Company has a Risk Management Policy with an objective to formalize the process of identification of potential risk and adopt appropriate risk mitigation measures through a risk management structure. The Risk Policy is a step taken by the Company towards strengthening the existing internal controls and updating the same as may be required from time to time. Corporate Social Responsibilty Initiatives The CSR Policy is not applicable to your Company. Particulars Of Loans, Guarantees Or Investments There was no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable 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 Messrs D.G. Prajapati & Associates, Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure B".The Audit Report and the Secretarial Audit Report for the financial year 2014-15 does not contain any qualification, reservation or adverse remarks by the Auditors. Share Capital of The Company At present Paid up Share Capital of the Company is Rs. 6,92,46,000/- (69,24,600 Equity Shares of Rs. 10/-each). There is no change in share capital during the year under review. a) BUY BACK OF SECURITIES The Company has not bought back any of its securities during the year under review. b) SWEAT EQUITY The Company has not issued any sweat equity during the year under review c) BONUS SHARES The Company has not issued any sweat equity during the year under review EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS The Board of Directors have carried out an annual evaluation of its own performance, its various committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as rescribed under clause 49 of the Listing Agreement. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of various criteria such as Board Composition, process, dynamics, quality of deliberations, strategic discussions, effective reviews, committee participation, governance reviews etc. WHISTLE BLOWER POLICY/ VIGIL MECHANISM To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behaviour in all its operations, the company has formulated a Vigil Mechanism named as ABHINAV Whistle Blower Policy' in addition to the existing code of conduct that governs the actions of its employees. This Whistleblower Policy aspires to encourage all employees to report suspected or actual occurrence(s) of illegal, unethical or inappropriate events (behaviors or practices) that affect Company's interest / image Corporate Governance & Management Discussion & Analysis Statement The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreements of the Stock Exchange are complied with. A detailed report on Corporate Governance has been included in this report along with a certificate from the auditors of the company regarding compliance of conditions of Corporate Governance. Further, a separate Management Discussion and Analysis report is also given in this report. Acknowledgement Your Directors thank the clients for the confidence in the Company, which has enabled the Company to reach to a new level of customer satisfaction. The Board places acknowledgment to the employees for their teamwork and professional approach for the Company's image. Your Directors would like to express their gratitude for the continuous support and guidance received from Company's lenders, bankers, the Government departments, and SEBI and Stock Exchange officials. For and on behalf of the Board of Directors, For Abhinav Capital Services Limited Sd/- Chetan Karia Chairman Date: 30th May 2015 Place: Mumbai |