| Dear Members,
The Directors take pleasure in presenting the 25th Annual Report of
the company along with the Audited Statement of Account for the year
ended on March 31, 2015 together with the Auditors Report thereon.
FINANCIAL RESULTS (Rs. in lakhs)
PARTICULARS For the year For the year
ended ended
31.03.2015 31.03.2014
Total Revenue 709.04 219.96
Total Expenditure 714.15 222.91
Depreciation/Provisions 0.07 0.12
Profit/(Loss) before Tax -5.18 -3.07
Provisions for Taxation 0.03 0.12
Profit/(Loss) after Tax -5.21 -2.95
Paid up Equity Capital 1303.40 1303.40
FINANCIAL REVIEW
During the year under review your company has suffered a loss of
Rs.5.21 lacs as compared to loss suffered in the previous year of Rs.
2.95 Lacs
DIVIDEND
Your directors do not recommend any dividend for the financial year
2014-15 on account of loss incurred by the Company.
TRANSFER TO RESERVES
Since your Company has not earned any profit, no amount has been
transferred to reserves.
PUBLIC DEPOSITS
During the year under review, your Company has not invited or accepted
any deposits. There are no unpaid or unclaimed deposits as on the date
with the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
The particulars as required under Section 134 (3) (m) of the Companies
Act, 2013 in respect of the conservation of energy and technology
absorption have not been furnished considering the nature of business
undertaken by the Company during the year under report.
SHARE CAPITAL
The issued, subscribed and paid-up Equity Share Capital as on 31 st
March, 2015 was Rs. 130,340,000 comprising of 65170000 Equity Shares of
the face value of Rs.2 each. During the year under review, the shares
of the Company were split from Rs. 10/- per share to Rs. 2/- per share.
The Company has neither issued shares with differential rights as to
dividend, voting or otherwise, nor has issued sweat equity, other than
Employee Stock Options under the Employees' Stock Option Scheme
referred to in this Report. As on 31 st March, 2015, none of the
Directors of the Company holds instruments convertible into Equity
Shares of the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS IN SECURITIES
Pursuant to section 186 (11) of the Companies Act, 2013 ("Act"), the
provisions of section 186(4) of the Act requiring disclosure in the
financial statement of the full particulars of the loans made and
guarantees given or securities provided by a Non-Banking Financial
Company in the ordinary course of its business and the purpose for
which the loan or guarantee or security is proposed to be utilised by
the recipient of the loan or guarantee or security are exempted from
disclosure in the Annual Report.
Further, pursuant to the provisions of Section 186 (4) of the Act, the
details of investments made by the Company are given in the Notes to
the Financial Statement.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Director
Appointment
During the year Mrs Manju Anil Goyal (DIN: 07143651) was appointed as
Additional Director w.e.f. 31st March, 2015 on the Board of Company.
The Company has received notices under Section 160(1) of the Act from
member(s) proposing her candidature for appointment as Directors. The
Board of Directors has recommended her appointment.
The Company had, pursuant to the provisions of clause 49 of the Listing
Agreements entered into with Stock Exchanges, appointed Mr. Ashish
Bhala and Mr. NSR Prasad Raju as Independent Directors of the Company.
As per section 149(4) of the Companies Act, 2013 ("Act"), which came
into effect from April 1, 2014, every listed public company is required
to have at least one-third of the total number of directors as
Independent Directors. In accordance with the provisions of Section 149
of the Act, these Directors are being appointed as Independent
Directors to hold office as per their tenure of appointment mentioned
in the Notice of the forthcoming Annual General Meeting (AGM) of the
Company.
Re-appointment
Under Section 152(6) of the Companies Act, 2013 Mr. Ashwani Kumar Gupta
shall retire at the ensuing AGM and being eligible, seeks
re-appointment. The Board recommends his appointment.
Resignation of Mr. Rakesh Kumar
During the year Mr. Rakesh Kumar resigned from the Directorship of the
Company w.e.f. 21st April, 2015. The Board places on record their
appreciation for the contribution made by Mr. Rakesh Kumar in the
development of the Company.
Key Managerial Personnel
Appointment
Mr. P. C. Sharma who has a vast experience of 30 years in Finance was
appointed as a Chief Financial Officer of the Company w.e.f 28th May,
2014.
Mrs. Manisha Agarwal was appointed as a Company Secretary cum
Compliance Officer of the Company w.e.f 1st June, 2014.
Resignation
Mr. Rishi Gupta stepped down from the post of Company Secretary w.e.f
1st June, 2014.
Designation
Mr. Ashwani Kumar Gupta, Managing Director of the Company was
designated as one of the Key Managerial Personnel of the Company.
AUDITORS
Statutory Auditors
In the last Annual General Meeting (AGM) held on 30th September, 2014,
M/s Krishan Rakesh & Co. (Firm Reg. No.009088N), Chartered Accountants
have been appointed Statutory Auditors of the Company for a period of 4
years commencing from 24th AGM till the conclusion of 28th AGM .
Ratification of appointment of Statutory Auditors is being sought from
the Members of the Company at this AGM.
A certificate of eligibility has been received from the Auditors to the
effect that they are not disqualified for appointment under Section
141(3) of the Companies Act, 2013.
Secretarial Auditors
The Board has appointed Mukesh Kumar Agarwal, Practicing Company
Secretary, to conduct Secretarial Audit for the FY 2014-15. The
Secretarial Audit Report for the Financial year ended 31 st March, 2015
is at Annexure-A. The said report does not contain any qualification,
reservation and adverse remarks.
PARTICULARS OF EMPLOYEES
During the year under review no employee whether employed for the whole
year or part of the year, was drawing remuneration exceeding the limits
as laid down under Section 197(12) of the Companies Act, 2013 read with
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 .
Disclosure pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the
Companies(Appointment and Remuneration of Managerial Personnel) Rules,
2014 is provided hereunder:
1. The ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year:
Executive Director Ratio to median
remuneration
Ashwani Kumar Gupta -
Non Executive Director
Ashish Bhala -
NSR Raju -
Rakesh Kumar (Resigned w.e.f. 21.04.2015) -
Manju Anil Goyal (Appointed w.e.f. 31.03.2015) -
2. The percentage increase in remuneration of each director, chief
executive officer, chief financial officer, company secretary in the
financial year.
Director, chief executive officer, % increase in
chief financial officer, company remuneration in
secretary the financial year
Ashwani Kumar Gupta -
Ashish Bhala -
NSR Raju -
Rakesh Kumar -
Manju Anil Goyal -
Prakash Chand Sharma 17.64
Mr. Rishi Kumar Sharma, Company Secretary resigned from the services of
the Company with effect from 1 st June, 2014 and Mrs.Manisha Agrawal
was appointed as the Company Secretary with effect from 1st June, 2014.
Accordingly, the disclosures with respect to median and increase in
remuneration is not made.
3. The percentage increase in the median remuneration of employees in
the financial year: 7.14
4. The number of permanent employees on the rolls of Company: 3
5. The explanation on the relationship between average increase in
remuneration and Company performance: The company has incurred loss
during the financial year ended 31st March, 2015. So, no remuneration
is being paid to the Directors of the Company. However, keeping in mind
the inflation rate a nominal increase in remuneration is being made to
the other employees.
6. Comparison of the remuneration of the key managerial personnel
against the performance of the Company:
Aggregate remuneration of key managerial 340000
personnel (KMP)
Revenue 70904267
Remuneration of KMPs (as % of revenue) .47
Profit before Tax (P.B.T.) (518110)
Remuneration of KMP (as % of PBT) Since the company has
suffered loss, so
so no comparison has
been made
7. Variations in the market capitalisation of the Company, price
earnings ratio as at the closing date of the current financial year and
previous financial year:
March 31st 2015 March 31st 2014
Market Capitalisation 797029100 164052000
Price Earning Ratio 63 NIL
% change
Market Capitalisation 3.85
Price Earning Ratio NA
8. Percentage increase over decrease in the market quotations of the
shares of the Company in comparison to the rate at which the Company
came out with the last public offer: The Company has not made any
public offer in the recent past and accordingly, comparison of Public
Offer Price and the current market price of the Company Shares will not
be relevant.
9. Average percantile increase already made in the salaries of
employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration.
There was an increase of around 14.58 % in the salaries of the
employees in comparison to the last financial year.
There is no managerial remuneration being paid to the director.
10. Comparison of each remuneration of the key managerial personnel
against the performance of the Company
Mr. Ashwani Gupta Mr. Prakash Chand Sharma
(Managing Director) (Chief Financial Officer)
Remuneration in FY15 NIL 240000
Revenue 70904267
Remuneration as % of
revenue - .34
Profit before Tax (PBT) (518110)
Remuneration Since the company has suffered loss, so no
(as % of PBT) comparison has been made
*Mrs. Manisha
Agrawal
(Company Secretary)
Remuneration in FY15 100000
Revenue
Remuneration as % of
revenue .14
Profit before Tax (PBT) (518110)
Remuneration Since the company has suffered
(as % of PBT) loss, so no comparison has been
made
*Mrs. Manisha Agrawal has been appointed as a Company Secretary w.e.f.
1st June, 2014. So, the remuneration provided only covers 10 months.
11. The key parameters for any variable component of remuneration
availed by the directors: NA.
12. The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year: NA.
13. Affirmation that the remuneration is as per the remuneration policy
of the Company:
The Company affirms remuneration is as per the remuneration policy of
the Company.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has put in place an adequate internal control system to
safeguard all assets and ensure operational excellence. The system also
meticulously records all transaction details and ensures regulatory
compliance. It also has a team of internal auditors to conduct internal
audit. Audit firms also ensure that all transactions are correctly
authorised and reported. The reports are reviewed by the Audit
Committee of the Board. Wherever deemed necessary, internal control
systems are strengthened and corrective actions initiated
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/ transactions entered into by the Company
during the Financial Year with related parties were in the ordinary
course of business and on an arm's length basis. During the year, the
Company had not entered into any contract/ arrangement/ transaction
with related parties which could be considered material in accordance
with the Policy on Related Party Transactions. Pursuant to section
134(3) (h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014,
there are no transactions to be reported under Section 188(1) of the
Companies Act, 2013. None of the Non- Executive Directors has any
pecuniary relationships or transactions vis-a-vis the Company.
The Policy on Related Party Transactions as approved by the Audit
Committee and the Board of Directors of the Company is uploaded on the
website of the Company and same can be accessed on the web link
www.cubicalrealtors.com.
EXTRACT OF ANNUAL RETURN
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of
Section 92 of the Companies Act, 2013, read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, an extract of
the Annual Return as at 31st March, 2015 forms part of this Report and
is appended herewith as Annexure-B.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS
There are no significant material orders passed by the Regulators or
Courts or Tribunal which would impact the going concern status of the
Company and its future operation.
NUMBER OF MEETINGS OF THE BOARD
Eight meetings of the Board were held during the year. For details of
the meetings of the board, please refer to the corporate governance
report, which forms part of this report.
BOARD EVALUATION
The Board of directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the
provisions of the Act and the corporate governance requirements as
prescribed by Securities and Exchange Board of India ("SEBI") under
Clause 49 of the Listing Agreements ("Clause 49").
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of the criteria such as the
Board composition and structure, effectiveness of board processes,
information and functioning, etc.
The performance of the committees was evaluated by the Board after
seeking inputs from the committee members on the basis of the criteria
such as the composition of committees, effectiveness of committee
meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC")
reviewed the performance of the individual directors on the basis of
the criteria such as the contribution of the individual director to the
Board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in
meetings, etc. In addition, the Chairman was also evaluated on the key
aspects of his role.
POLICY ON DIRECTORS' AND KMP'S APPOINTMENT AND REMUNERATION AND OTHER
DETAILS
The Company's policy on Directors' and KMP's appointment and their
remuneration and other matters provided in Section 178(3) of the Act
has been disclosed in the corporate governance report, which forms part
of the Directors' Report.
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND
INDEPENDENCE OF A DIRECTOR
1. Qualifications of Independent Director:-
An Independent director shall possess appropriate skills, experience
and knowledge in one or more fields of finance, law, management, sales,
marketing, administration, research, corporate governance, operations
or other disciplines related to the company's business.
2. Positive attributes of Independent Directors:-
An independent director shall be a person of integrity, who possesses
relevant expertise and experience and who shall uphold ethical
standards of integrity and probity; act objectively and constructively;
exercise his responsibilities in a bona-fide manner in the interest of
the company; devote sufficient time and attention to his professional
obligations for informed and balanced decision making; and assist the
company in implementing the best corporate governance practices.
3. Independence of Independent Directors:-
An Independent director should meet the requirements of the Companies
Act, 2013 and Clause 49 of the Listing Agreement concerning
independence of directors.
INDEPENDENT DIRECTORS DECLARATION
The Company has received the necessary declaration from each ID in
accordance with Section 149(7) of the Companies Act, 2013, that he/she
meets the criteria of independence as laid out in sub-section (6) of
Section 149 of the Companies Act, 2013 and Clause 49 of the Listing
Agreement.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The details of the programme for familiarisation of the Independent
Directors with the Company in respect of their roles, rights,
responsibilities in the Company, nature of the industry in which
Company operates, business model of the Company and related matters are
put up on the website of the company www.cubicalrealtors.com
COMMITTEES OF THE BOARD
The Company's Board has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Transfer and Issue of shares Committee
The details of the membership and attendance of the meetings of the
above Committees of the board are provided in the Corporate Governance
report.
REPORT ON CORPORATE GOVERNANCE
A separate section on Corporate Governance forming part of the
Directors' Report and the certificate from the Practicing Company
Secretary confirming compliance of Corporate Governance norms as
stipulated in Clause 49 of the Listing Agreement with the Indian Stock
Exchanges is included in the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed Management Discussion and Analysis is provided in the Annual
Report
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act,
2013, ('the Act') your Directors confirm that:
i. In the preparation of the annual accounts for financial year ended
31st March, 2015, the applicable accounting standards have been
followed and there are no material departures in adoption of these
standards.
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 31st March, 2015 and of the profit of the Company for
the year ended on that date.
iii. The Directors have 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.
iv. The Directors have prepared the annual accounts for financial year
ended 31 st March, 2015 on a 'going concern' basis.
v. The Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and have been operating efficiently.
vi. The Directors have devised proper systems to ensure compliance with
provisions of all applicable laws and that such systems were adequate
and operating effectively.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
1. The Company promotes ethical behaviour in all its business
activities and has established a vigil mechanism for Directors and
Employees to report their genuine concerns.
2. The Vigil Mechanism as envisaged in the Companies Act, 2013 and the
Rules prescribed is implemented through the Whistle Blower Policy, to
provide for adequate safeguards against victimization of persons who
use such mechanism and make provision for direct access to the
Chairperson of the Audit Committee.
3. As per the Whistle Blower Policy implemented by the Company, the
Employees are free to report illegal or unethical behaviour, actual or
suspected fraud or violation of the Company's Codes of Conduct or
Corporate Governance Policies or any improper activity to the Chairman
of the Audit Committee of the Company or Chairman of the Company.
4. The Whistle Blower Policy provides for protected disclosure and
protection to the Whistle Blower, under the Whistle Blower Policy, the
confidentiality of those reporting violation(s) is protected and they
are not subject to any discriminatory practices.
The Whistle Blower Policy has been appropriately communicated within
the Company and has also been hosted on the website of the Company
www.cubicalrealtors.com.No personnel have been denied access to the
Audit Committee.
ACKNOWLEDGEMENTS:
The directors take this opportunity to thank company's customers,
bankers for their consistent support and co-operation to the company.
Your directors also acknowledge with appreciation the support and
co-operation rendered by various Govt. agencies and Departments. Your
directors would also like to thank all the employees of the Company for
their dedicated efforts and hard work put in for the success of the
Company. Your directors also wish to express their gratitude to the
shareholders for the confidence reposed by them in the company and for
the continued support and co-operation.
On behalf of the Board
for CUBICAL FINANCIAL SERVICES LIMITED
Sd/-
Place : New Delhi Ashwani K. Gupta
Date : 29.08.2015 Chairman
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