Dear Members,
The Directors are pleased to present the Twenty-Fifth Annual Report
together with the Audited Accounts for the year ended 31st March, 2015.
1. FINANCIAL RESULTS
(Amount in Rs.)
PARTICULARS CURRENT YEAR PREVIOUS YEAR
Operating Income 22,99,491 7,69,754
Other Income 1,35,265 13,439
Less: Depreciation 20,843 16,644
Tax 91,052 24,823
Profit After Tax 2,64,352 1,02,773
Less: Amount transferred to RBI Reserve 52,870 20,555
Fund A/c
Net Profit 2,11,482 82,218
Add: Balance brought forward from (16,01,747) (15,53,961)
previous year
Provision for Taxes - (1,30,004)
Provision for Adjustment of Fixed Assets (4,113) -
Balance Carried Forward to Balance Sheet (13,94,377) (16,01,747)
Note: Figures are regrouped wherever necessary to make the information
comparable.
2. DIVIDEND
The Board has not proposed any dividend for the Financial Year 2014-15.
3. PUBLIC DEPOSITS
The Company has not accepted any deposits from public during the year
under review and the Board of Directors has passed a resolution that
the Company will not accept public deposit during 2015- 16.
4. YEAR IN RETROSPECT
Operating profits for the current year increased by 198.73% over that
of the previous year while the Profit Before Tax (PBT) increased by
178.53% from Rs. 1,27,596 in Financial Year 2014 to Rs. 3,55,405 during
the year under review. Profit After Tax (PAT) increased by 157% from
Rs. 1,02,773 in Financial Year 2014 to Rs. 2,64,352 in the current
year.
The Company has applied for listing its Equity Share on BSE Ltd. after
SEBI withdrew the recognition of Delhi Stock Exchange and U.P. Stock
Exchange vide its Order dated 19th November, 2014 and 09th June, 2015.
The application is under process and the Company is positive about
listing of its shares on BSE Ltd.
There is no change in the nature of business during the year under
review.
No order has been passed by any Regulator of Court or Tribunal, which
can impact the going concern status of the Company and its Operations
in future.
Through the year the team worked hard to improve the services and to
offer a competitive marketing edge to the business.
5. ASSOCIATE COMPANY
The Company has one Associate Company:
Jain Insurance Brokers Private Limited (JIBPL) is an Insurance Company
established in year 2002. The Company holds 49% of the ordinary voting
shares of JIBPL. During the year, JIBPL reported a turnover of Rs.
66,14,009 and a Profit After Tax of Rs. 2,40,122.
In accordance with the third proviso of the Rule 6 of the Companies
(Accounts) Rules, 2014, a Company which does not have Subsidiary(ies)
but has one or more Associate Company or Joint Venture(s) or both, such
Company is not required to prepare Consolidated Financial Results for
the Financial Year 2014- 15.
However, the audited accounts of the Associate Company is placed on the
website of the Company and the same is open for inspection by any
member at the Registered Office of the Company on any working day
between 2.00 p.m. and 4.00 p.m. and the Company will make available a
copy thereof to any member of the Company who may be interested in
obtaining the same.
The Company does not have any material subsidiary. The Policy on the
Material Subsidiary framed by the Board of Directors is available on
the following web link:
h ttp://www.oraclecredit.co.in/pdf/DETERMINING%20MATERIAL
%20SUBSIDIARY%20POLICY.pdf
6. REPORTS ON MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE
As required under the Listing Agreement with Stock Exchanges ("Listing
Agreement"), Management Discussion and Analysis Report and Corporate
Governance Report are annexed as Annexure 1 and Annexure 2 respectively
to this Report.
7. EMPLOYEES RELATIONS
The relationship with the employees remained cordial and harmonious
during the year and the management received full co- operation from the
employees.
8. DIRECTORATE
Pursuant to the provisions of the Act, Mrs. Meena Jain retires by
rotation at the ensuing Annual General Meeting, and being eligible,
offers herself for re- appointment.
The Board of Directors appointed Mr. Ashok Kumar Jain as the Managing
Director for a period of 05 (five) years w.e.f. 30th October, 2014
subject to approval of the Members at the ensuing Annual General
Meeting.
9. EXTRACT OF THE ANNUAL RETURN
Extract of the Annual Return for the Financial Year ended on 31st
March, 2015 as required by Section 92(3) of the Act is annexed as
Annexure 3 to this Report.
10. NUMBER OF BOARD MEETINGS
During the year the Board of Directors met 08 (eight) times. The
details of the Board Meetings are provided in the Corporate Governance
Report.
11. DIRECTORS RESPONSIBILITY STATEMENT
As required under the provisions of Section 134 of the Act, your
Directors report that:
i. In the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures.
ii. The Directors 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 profits of
that period.
iii. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
iv. The Directors have prepared the annual accounts on a going concern
basis.
v. The Directors have laid down internal financial controls (as
required by Explanation to Section 134(5)(e) of the Act) to be followed
by the Company and such internal financial controls are adequate and
are operating effectively.
vi. The Directors have devised proper systems to ensure compliance with
the provisions of applicable laws and such systems are adequate and
operating effectively.
12. DECLARATION BY INDEPENDENT DIRECTORS
The following Directors are Independent in terms of Section 149(6) of
the Act and Clause 49 of the Listing Agreement:
(i) Mr. Girish Chand Jain
(ii) Mr. Surinder Kumar Nagpal
The Company has received requisite declarations/ confirmations from all
the above Directors confirming their Independence.
13. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The requisite details as required by Section 134(3) (e), Section 178(3)
& (4) and Clause 49 of the Listing Agreement are annexed as Annexure 4
to this Report.
14. AUDITORS REPORT
There are no qualifications, reservations or adverse remarks or
disclaimers made by the Auditors in their report on the Financial
Statements of the Company for the Financial Year ended on 31st March,
2015.
15. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186 OF
THE ACT
Particulars of loans given by the Company as at 31st March, 2015 are
given in the Notes forming part of the Financial Statements. During the
Financial Year under review, the Company did not make any investments.
Being an NBFC, new loans were given to individuals and Body Corporate
during the year under review.
16. RELATED PARTY TRANSACTIONS
There were no related party transactions during the year under report
and no materially significant related party transactions has been made
by the Company during the year. Related Party Transaction Policy is
available on web link:
http://www.oraclecredit.co.in/pdf/RELATED%20PARTY%20TRANSACTION%20POLIC
Y.pdf
17. STATE OF COMPANY'S AFFAIRS
The state of the Company's affairs is given under the heading "Year in
Retrospect" and in Management Discussion and Analysis Report which is
annexed to the Directors' Report.
18. SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Act, the Secretarial Audit Report for
the Financial Year ended 31st March, 2015 given by Mr. Khalid Omar
Siddiqui, Practicing Company Secretary is annexed as Annexure 5 to this
Report.
19. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of
the Company have occurred between the end of the Financial Year to
which the Financial Statements relate and the date of this Directors'
Report.
20. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
Not Applicable
21. RISK MANAGEMENT POLICY
The Company has a structured Risk Management Policy. The Risk
Management Process is designed to safeguard the organization from
various risks through adequate and timely actions. It is designed to
anticipate, evaluate and mitigate risks in order to minimize its impact
on the business. The potential risks are integrated with management
process such that they receive the necessary consideration during the
decision making. It is dealt with in greater details in management
discussion and analysis section. The Risk Management Policy has been
posted on the website of the Company and is available at h
ttp://www.oraclecredit.co.in/pdf/Risk%20M an agemen t%20Policy1 .pdf
22. ANNUAL PERFORMANCE EVALUATION
In compliance with the provisions of the Act and Clause 49 of the
Listing Agreement, the performance evaluation was carried out as under:
Board:
In accordance with the criteria suggested by the Nomination and
Remuneration Committee, the Board of Directors evaluated the
performance of the Board, having regard to various criteria such as
Board composition, Board processes, Board dynamics etc. The Independent
Directors, at their separate meetings, also evaluated the performance
of the Board as a whole based on various criteria. The Board and the
Independent Directors were of the unanimous view that performance of
the Board of Directors as a whole was satisfactory.
Committees of the Board:
The performance of the Audit Committee, the Nomination and Remuneration
Committee and the Stakeholders Relationship Committee was evaluated by
the Board having regard to various criteria such as committee
composition, committee, processes, committee dynamics etc. The Board
was of the unanimous view that all the committees were performing their
functions satisfactorily and accordingly to the mandate prescribed by
the Board under the regulatory requirements including the provisions of
the Act, the Rules framed there under and the Listing Agreement.
Individual Directors:
(a) Independent Directors: In accordance with the criteria suggested by
the Nomination and Remuneration Committee, the performance of each
Independent Director was evaluated by the entire Board of Directors
(except the Director being evaluated) on various parameters like
engagement, leadership, analysis, decision making communication,
governance and interest of stakeholders. The Board was of the unanimous
view that each Independent was a reputed professional and brought his
rich experience to the deliberations of the board and it was concluded
that continuance of each Independent Director on the Board will be in
the interest of the Company.
(b) Non- Independent Directors: The performance of the Non- Independent
Directors was evaluated by the Independent Directors at their separate
meeting. Further, their performance was also evaluated by the Board of
Directors. The various criteria considered for the purpose of evaluation
included leadership, engagement, transparency, analysis, decision
making, functional knowledge, governance and interest of stakeholders.
The Independent Directors and the Board were of unanimous view that each
of the Non- Independent Directors was providing good business.
23. DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The requisite details relating to ratio of remuneration, percentage
increase in remuneration etc. as stipulated under the above Rules are
annexed as Annexure 6 to this Report.
24. DISCLOSURE UNDER RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT
AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
Not Applicable
24. AMOUNT CARRIED TO RBI RESERVE FUND ACCOUNT
The Company has transferred Rs. 52,870 to its RBI Reserve Fund Account
for the year 2014- 15 as compared to Rs. 20,555 transferred in previous
year.
25. ORDERS BY REGULATORS, COURTS OR TRIBUNALS
No significant and/ or material orders were passed by any regulator or
Court or tribunal impacting the going concern status and the Company's
operations in future.
26. INTERNAL CONTROL
The Company has proper and adequate system of internal control to
ensure that all the activities are monitored and controlled against any
misuse or disposition of assets and that all the transactions are
authorized, recorded are reported correctly. The Audit Committee of the
Board of Directors reviews the adequacy of internal control.
27. AUDITORS
At the 24th AGM held on 19th September, 2014, M/s Rakesh Raj &
Associates, Chartered Accountants, were inadvertently appointed as the
Auditors of the Company for a total period of 04 (four) years, from the
conclusion of 24th Annual General Meeting until the conclusion of 28th
Annual General Meeting instead of 03 (three) years which was the
maximum number of consecutive years for which the auditor firm may be
appointed in the same Company as per the Section 139(2) of Companies
Act, 2013 and Rule 6 of the Companies (Audit and Auditors) Rules, 2014.
Therefore, in accordance with Section 139 of the Act, Members are
requested to appoint M/s Rakesh Raj & Associates, the Statutory
Auditors for the remaining permissible period of 02 (two) years i.e. to
hold office from the conclusion of 25th Annual General Meeting until
the conclusion of 27th Annual General Meeting (subject to ratification
of the appointment by the Members, at every Annual General Meeting held
after 25th Annual General Meeting). The specific notes forming part of
the accounts referred to in the Auditor's Report are self- explanatory
and give complete information.
28. APPRECIATION
The Directors wish to place on record their appreciation of the devoted
services of the employees, who have largely contributed to the
efficient management of your Company. The Directors also place on
record their appreciation for the continued support from the
shareholders, the lenders and other associates.
29. CORPORATE SOCIAL REPONSIBILITY
Company is not required to constitute CSR Committee and comply with
provisions contained in sub- section (2) to (5) of Section 135 as it
does not meet the criteria laid down in Section 135(1) of the Companies
Act, 2013.
For and on behalf of the Board,
Place: New Delhi Ashok Kumar Jain
Date: 10th August, 2015 Chairman cum Managing Director
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