| The Directors present their 29th Annual Report on the business and
operations of the Company and the financial accounts for the year ended
on 31st March, 2015.
FINANCIAL RESULTS
(Rs. In lac)
For the year For the previous
ended on year ended on
Particulars 31/03/2015 31/03/2014
Gross
Income 125.60 105-68
Profit (before interest,
depreciation & taxation) 38.86 3.17
Financial charges 0.08 0.01
Depreciation 4.35 231
Net profit 34.43 035
Provision for taxation 12.25 6.50
Deferred Tax (1.06) (0.28)
Income Tax of earlier
years/MAT credit
entitlement (13.76) (11.74)
Profit after adjustments 37.00 6.38
Profit/(Loss) carried to Balance
Sheet 37.00 638
APPROPRIATIONS / TRANSFERS
Profit/(loss) carried to Balance
Sheet 37.00 638
Dividend
Your Directors do not recommend any dividend on equity shares in view
of working capital requirement.
Performance review
During the year under review, income from operations was Rs. 125.60 lac
against Rs. 105.68 lac, an increase of 18.85% compared to previous
year. The net profit after tax and adjustments is Rs. 37.00 lac against
Rs. 6.38 lac, an increase of 480%, compared to the previous year.
The Company is mainly engaged in Merchant Banking activities viz. ESOP
valuation, Company valuation, Advisory services and capital raising
activities. There were no changes in nature of Company's business
during the year.
Material changes and commitments, if any, affecting the financial
position of the company which have occurred between the end of the
financial year of the company to which the financial statements relate
and the date of the report There were no material changes occurred
subsequent to the close of the financial year of the Company to which
the balance sheet relates and the date of the report like settlement of
tax liabilities, depression in market value of investments, institution
of cases by or against the company, sale or purchase of capital assets
or destruction of any assets etc.
Details of significant and material orders passed by the regulators or
courts or tribunals impacting the going concern status and company's
operations in future There were no significant and material orders
passed by the regulators or courts or tribunals impacting the going
concern status and company's operations in future Internal control
systems and their adequacy The Company has an Internal Control System,
commensurate with the size, scale and complexity of its operations. To
maintain its objectivity and independence, the Internal Audit function
reports to the Chairman of the Audit Committee of the Board and to the
Chairman.
The management of the Company evaluates the efficiency and adequacy of
internal control system in the Company, its compliance with operating
systems, accounting procedures and policies of the Company. Based on
the assessment, the management undertakes corrective action in their
respective areas and thereby strengthen the controls. Significant audit
observations and recommendations with corrective actions thereon are
presented to the Audit Committee of the Board.
Subsidiaries/ Joint Ventures
The Company does not have Subsidiary or Joint Ventures.
Fixed deposit
The Company has not accepted deposits from Public and there were no
outstanding deposits payable by the Company.
Auditors & auditor's report
The Company's Auditors M/s. A.N. Damania & Co., Chartered Accountants
will retire at the forthcoming annual General Meeting and are eligible
for re-appointment. The Company has received a letter from them to the
effect that their appointment, if made, would be within the provision
prescribed limits under Section 141(3)(g) of the Companies Act, 2013
and that they are not disqualified for re-appointment.
The Notes on Financial Statements referred to in the Auditor's Report
are self-explanatory and do not call for any further comments.
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.
Conservation of energy, technology absorption etc.
The particulars of conservation of Energy, Technology, Absorption,
foreign Exchange Earnings and outgo have not been given since the same
are not applicable to the Company.
Corporate Social Responsibility Initiatives
The Company does not come under the parameters specified under Section
135 of the Companies Act, 2013, hence no Committee has constituted
Committee for Corporate Social Responsibility Initiatives.
Directorate :
Mr. Hemendra J. Shroff and Mrs. Rachana S. Vijayakar Directors of the
Company shall retire by rotation at the forthcoming Annual General
Meeting and offer themselves for re-appointment.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed in Section 149(6) of the Companies Act, 2013
and Clause 49 of the Listing Agreement.
As required under Clause 49 of the Listing Agreement with the Stock
Exchange, the information on the particulars of the Directors proposed
for appointment/ re-appointment has been given in the Notice of the
Annual General Meeting.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an evaluation of its
own performance, the directors individually as well as the evaluation
of the working of its Audit, Appointment & Remuneration and
Stakeholder's Grievance Committees. The manner in which the evaluation
has been carried out has been explained in the Corporate Governance
Report.
Nomination and Remuneration Committee
The Board has on the recommendation of the Appointment and Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
Board and Audit Committee Meetings
During the year, Five Board Meetings and Four Audit Committee Meetings
were convened and held. 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.
Vigil Mechanism / Whistle Blower Policy
The Company has established a vigil mechanism to be known as the
"Whistle Blower Policy" for its Directors and employees to report
instances of unethical behavior, actual or suspected fraud or violation
of the Company's Code of Conduct. The aim of the policy is to provide
adequate safeguards against victimization of whistle blower who avails
of the mechanism and also provide direct access to the Chairman of the
Audit Committee, in appropriate or exceptional cases.
The purpose of this policy is to provide a framework to promote
responsible and secure whistle blowing. It protects employees willing
to raise a concern about serious irregularities within the Company.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company's shares by the Directors and
the designated employees while in possession of unpublished price
sensitive information in relation to the Company and during the period
when the Trading Window is closed. All the members of the Board and
designated employees have confirmed compliance with the Code.
Particulars of loans, guarantees or investments
The Company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013. The details of
the investments made by Company is given in the notes to the financial
statements.
Related Party Transactions
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the Company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the Company at large.
Secretarial Audit
Pursuant to provisions of Section 204 of the Companies Act, 2013 and
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the Company has appointed Mr. P.V. Ramaswamy, Company
Secretary in practice to undertake the Secretarial Audit of the
Company. The Secretarial Audit report is annexed herewith as
Annexure-B, which is self-explanatory.
Risk Management Policy
Pursuant to Section 134(3) (n) of the Companies Act, 2013 and 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 Board report. At present the Company has not identified any
element of risk which may threaten the existence of the Company.
Corporate Governance
The Report on Corporate Governance along with a certificate of
compliance from the Auditors and Management Discussion and Analysis
Report forms part of this Report.
Director's responsibility statement
The Board of Directors of your Company confirms that:
a) in the preparation of the annual accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material departures;
b) 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 fiar 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;
c) 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.
d) the Directors have prepared the Annual Accounts on a going concern
basis; and
e) 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.
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operative effectively.
Particulars of employees
The Company did not have any employee falling within the purview of
Section 197 of the Companies Act, 2013 and Rule 5(2) & 5 (3) of
Companies (Appointment and Remuneration of Managerial Persons Rule
2014.
ACKNOWLEDGEMENT
The Directors wish to place on record their sincere appreciation for
the continued co-operation by the Clients and the the Shareholders of
the Company.
On behalf of the Board of Directors
Samir R. Dedhia
Chairman
PLACE: MUMBAI
DATE : 30th July 2015
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