| To the Members,
The Directors submit Twenty-Second Annual Report of Hind securities &
Credits Limited along with the Audited Statements of Accounts for the
year ended 31st March, 2015.
1. FINANCIAL RESULTS
The performance during the period ended 31st March, 2015 has been as
under:
(In Rupees)
Particulars 2014 -2015 2013 -2014
Total Income 45,871,555 21,339,111
Less: Total Expenditure 34,740,363 18,142,192
Profit / Loss before Tax 11,131,191 3,196,919
Less: Tax Expense
Current Tax 565,796 -
Deferred Tax 3,077,362 1,049,030
Net Profit after Tax 7,488,033 2,147,889
Add: Previous year adjustments - -
Net Profit / Loss after tax
and previous year 7,488,033 2,147,889
adjustments
2. PERFORMANCE REVIEW
During the year under review, the Company has a net profit after tax of
Rs. 7,488,033/- . Your directors are putting more efforts to for the
initiatives to be taken for the next financial year which will result
in more profit to the Company. The details of financial performance of
the company are appearing in the Balance Sheet and Profit & Loss
account for the year.
3. FUTURE OUTLOOK
In the current year, your directors are putting up efforts to increase
the income and it is hope that the company will do better in current
year also as compared to last year. With our industry leading organic
growth programme and the successful integration of recent strategic
investment in our company, our company is very well placed to
capitalize on the positive outlook for commodities demand and to
continue to deliver growth and long term value for our shareholders.
4. STATE OF THE COMPANY'S AFFAIRS
Your Company continues to take effective steps in broad-basing its
range of activities as the company is a NBFC and the main business of
the Company is to make investment and to give loans & advances. The
performance of the Company during the period under review has been
satisfactory.
5. HUMAN RESOURCES
The Company seeks to nurture a mutually beneficial relationship with
its employees. This relationship is characterized by the investment
which the Company makes in its employees by providing challenging roles
and assignments opportunities for personal growth, relevant and timely
performance support, training and an enabling environment. The Company
seeks to create a workplace which combines achievement orientation with
care for employees. The Company lists 'people' as one of its stated
core values.
Your Company takes the pride in the Commitment, Competence and
dedication shown by its employees in all areas of business. Various HR
initiatives are taken to align the HR Policies to the growing
requirements of the business.
6. SHARE CAPITAL
The paid up Equity Share Capital of the Company as on 31st March 2015
was Rs.51, 005,000. During the year under review, the Company has not
issued shares or granted stock options or sweat equity.
7. AMOUNT TRANSFERRED TO RESERVES
During the year under review, the company has not transferred any
amount to the reserves of the company.
8. DIVIDEND
No Dividend is being recommended by the Director for the year 31st
March 2015 in view of cash requirement for establishing the company in
its formative years and growth plan.
9. DEPOSITS
The company has not accepted deposit from the members or the general
public as on 31st March 2015. There are no small depositors in the
company.
10. NUMBER OF MEETINGS OF THE BOARD
The Board of Directors duly met 10 times during the financial year from
1st April, 2014 to 31st March, 2015. The dates on which the meetings
were held are as follows:
i. 17.04.2014
ii. 30.05.2014
iii. 07.06.2014
iv. 08.07.2014
v. 12.07.2014
vi. 09.08.2014
vii. 14.11.2014
viii. 01.01.2015
ix. 30.01.2015
x. 31.03.2015
11. DIRECTORS AND KEY MANAGERIAL PERSON
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
12. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, peer evaluation of all Board members, annual
performance evaluation of its own performance, as well as the
evaluation of the working of its Committees of the Board. This
evaluation is led by the Chairman of the Nomination and Remuneration
Committee with specific focus on the performance and effective
functioning of the Board. The evaluation process also considers the
time spent by each of the Board members, core competencies, personal
characteristics, accomplishment of specific responsibilities and
expertise.
13. REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)
EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in
respect of employees of the Company and Directors is furnished
hereunder:
Remuneration Remuneration
paid in FY paid in FY
S.
No Name Designation 2014-15 2013-14
(in lakhs) (in lakhs)
Managing
Mr. Jagdish
1. Director Nil Nil
Rai Bansal
(KMP)
Mr. Shyam Lal
2. Director Nil Nil
Bansal
Mr. Balraj
3. Director Nil Nil
Singhal
73,387
Ms. Nidhi
4. CS (KMP) (Jan to
March, Nil
Bhatia
2015)
Mr. Deepak
5. CFO (KMP) 6,00,000 Nil
Sethia
S. Name Increase in Ratio/Times
No. remuneration per Median
from previous of employee
year remuneration
(in lakhs)
1. Mr.Jagdish Rai Nil Nil
Bansal
2. Mr.Shyam Lal Nil Nil
Bansal
3. Mr.Balraj Nil Nil
Singhal
4. Ms.Nidhi Bhatia Nil Nil
5. Mr.Deepak
Sethia Nil Nil
14. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Nomination and Remuneration Committee has adopted a Policy which,
inter alia, deals with the manner of selection of Board of Directors
and Managing Director and their remuneration.
Criteria of selection of Non-Executive Directors
The Non-Executive Directors shall be of high integrity with relevant
expertise and experience so as to have a diverse Board with Directors
having expertise in the fields of manufacturing, marketing, finance,
taxation, law, governance and general management.
Criteria of selection of Independent Directors
The Nomination and Remuneration Committee shall satisfy itself with
regard to the independent nature of the Directors vis-…-vis the Company
so as to enable the Board to discharge its function and duties
effectively. The A&R Committee shall ensure that the candidate
identified for appointment as a Director is not disqualified for
appointment under Section 164 of the Companies Act, 2013.
The Nomination and Remuneration Committee shall consider the following
attributes / criteria, whilst recommending to the Board the candidature
for appointment as Director.
i. Qualification, expertise and experience of the Directors in their
respective fields;
ii. Personal, Professional or business standing;
iii. Diversity of the Board
In case of re-appointment of Non-Executive Directors, the Board shall
take into consideration the performance evaluation of the Director and
his engagement level.
Criteria of selection of Managing Director
For the purpose of selection of the MD, the Nomination and Remuneration
Committee shall identify persons of integrity who possess relevant
expertise, experience and leadership qualities required for the
position and shall take into consideration recommendation, if any,
received from any member of the Board.
The Committee will also ensure that the incumbent fulfills such other
criteria with regard to age and other qualifications as laid down under
the Companies Act, 2013 or other applicable laws.
Remuneration of the Directors
Remuneration
S.
No Name Designation paid in FY 2014-15
(in lakhs)
1. Mr. Jagdish Rai Bansal Managing Director
(KMP) Nil
2. Mr. Shyam Lal Bansal Director Nil
3. Mr. Balraj Singhal Director Nil
4 Mr. Ajay Kumar Jha Independent Director Nil
5 Mr. Lalit Jain Independent Director Nil
6 Mrs. Sudesh Biblani Independent Director Nil
15. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate internal control systems to ensure operational
efficiency, protection and conservation of resources, accuracy and
promptness in financial reporting and compliance of laws and
regulations. The Company regularly monitors that all regulatory
guidelines are complied with at all levels.
The Audit Committee constituted by the Board reviews the adequacy of
internal control system.
16. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, Directors of
your Company hereby state and confirm that:
a) in the preparation of the annual accounts for the year ended 31st
March, 2015, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
b) they have 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 of the
company for the same period;
c) the directors have 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;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls in the company that
are adequate and were operating effectively.
f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and these are adequate and are
operating effectively.
17. AUDITORS
i. Statutory Auditors
The Auditors, M/s. AMRG & Associates (Formerly known as Mohan Aggarwal
& Associates), (ICAI Registration No. 004453N) Chartered Accountants
retire at this Annual General Meeting and being eligible, offer
themselves for reappointment. They have confirmed their eligibility
under Section 141 of the Companies Act, 2013 and the Rules framed
thereunder for reappointment as Auditors of the Company.
ii. Internal Auditor
Pursuant to section 138 and other applicable provisions of the
Companies Act, 2013, or any other law for the time being in force
(including any other modifications or re-enactment thereof for the time
being in force), and rules made there under the Company has appointed
Mr. Rakesh Mittal, Chartered Accountant, as an Internal Auditor to
conduct internal audit of the functions and activities of the Company
as per the audit plan considered and approved by the Board from time to
time.
iii. Secretarial Audit
According to the provision of section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Secretarial Audit Report
submitted by Company Secretary in Practice is enclosed as a part of
this report Annexure - B.
18. COMPLIANCE OFFICER
As per the requirement of the Listing Agreement with the Stock
Exchange, Ms. Nidhi Bhatia, Company Secretary of the company, acts as
the Compliance officer of the Company.
19. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Corporate Governance and Management Discussion & Analysis Report,
which form an integral part of this Report, are set out as separate
Annexures, together with the Certificate from the auditors of the
Company regarding compliance with the requirements of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement.
20. PARTICULARS OF EMPLOYEES
None of the employee drew remuneration of Rs. 6,000,000/- or more per
annum or Rs. 500,000/- per month or more during the financial year
2014-2015 as per section 134(3)(q) of the Companies Act, 2013 read with
Rule 5(2) & (3) of The Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014.
21. LISTING OF SHARES
The company got the trading approval from Bombay Stock Exchange and the
shares of the Company are now listed on Bombay Stock Exchange and Delhi
Stock Exchange.
22. DEMATERIALISATION OF SHARES
41.89 % of the company's paid up Equity Share Capital is in
dematerialized form as on 31st March, 2015 and balance 58.11 % is in
physical form. The Company's Registrars are M/s Link Intime India
Private Limited., having their registered office C - 13, Pannalal Silk
Mills Compound, LBS Road, Bhadur West, Mumbai - 400078.
23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
CONSERVATION OF ENERGY
Particulars with respect to conservation of energy as per section
134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 are not applicable to our Company.
However the company has made sufficient efforts to conserve the energy.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The foreign exchange earnings and outgo in the Company are as follows:
Foreign Exchange Earnings: NIL Foreign Exchange Outgo : NIL
24. VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established. The details of the same is
available on the Company's website www.supersecurities.in.
25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
26. BUSINESS RISK MANAGEMENT
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49
of the listing agreement, the company has constituted a business risk
management committee. The details of the committee and its terms of
reference are set out in the corporate governance report forming part
of the Boards report.
At present the company has not identified any element of risk which may
threaten the existence of the company.
27. NOMINATION AND REMUNERATION COMMITTEE
Pursuant to section 178 (1) & (3) of the Companies Act, 2013 read with
Rule 6 of the Companies (Meeting of Board & its Power) Rules, 2014 &
Clause 49 of the listing agreement, the company has constituted a
nomination and remuneration committee. The details of the committee and
its terms of reference are set out in the corporate governance report
forming part of the Boards report.
28. AUDIT COMMITTEE
Pursuant to section 177 of the Companies Act, 2013 read with Rule 6 of
the Companies (Meeting of Board & its Power) Rules, 2014 & Clause 49 of
the listing agreement, The Audit Committee of the Board of Directors
comprises of 3 directors namely Jagdish Rai Bansal, Mr. Ajay Kumar Jha
and Mr. Lalit Jain. The committee oversees the company's financial
information, review the quarterly/ half yearly/annual financial
statements before they are submitted to the Board of Directors and
performs such other function as are to it by the terms of its
reference. The details of the committee and its terms of reference are
set out in the corporate governance report forming part of the Boards
report.
29. POLICY ON PREVENTION OF SEXUAL HARASSMENT
The Board of Directors at its meeting held on August 13, 2015, approved
the "Policy on Prevention and Redressal of Sexual Harassment at
Workplace" in terms of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. During the year
under review, there were no complaints received against any employee.
30. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as "Annexure - A".
ACKNOWLEDGEMENT
The Board acknowledges with gratitude the co-operation and assistance
provided by the RBI, company's bankers, financers, government and
non-government agencies. The relationship with the employees remained
cordial and your director's wish to place on record their appreciation
of the contribution made by the employees at all levels. The directors
also thank the shareholders for their continued support.
By Order of the Board of Directors
For Hind Securities & Credits Limited
Date : 4th May, 2015 Jagdish Rai Bansal Shyam Lal Bansal
Place: New Delhi Managing Director Director
DIN: 00673384 DIN: 01071068
R/o: 34-C, Anubhav
Apartment, R/o: 252, Second Floor,
Sector-13, Rohini,
New Delhi - 110085 Bhera Enclave, Paschim
Vihar,
New Delhi - 110087
Registered Office:
B - 18, Ground Floor, Shubham Enclave,
Paschim Vihar, New Delhi - 110063
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