| Dear Members,
The Directors have pleasure in presenting their Twenty First Annual
Report together with Audited Accounts of the Company for the year ended
on 31st March, 2015.
1. FINANCIAL RESULTS : (Rs. in Lacs)
For the Year ended 31-03-2015 31-03-2014
Income From Operations 19.43 20.00
Other Income 7.59 2.93
Operational Expenses 15.61 14.31
Profit/Loss before Dep., Tax & Misc. 11.41 8.62
Expenses
Depreciation & Misc. Exp. W/off 4.36 2.83
Provision for Taxation
1. Current Taxes 1.79 0.77
2. Deferred Taxes (0.01) 0.69
Profit / Loss after Tax 5.27 4.32
Balance Carried to Balance Sheet 5.27 4.32
2. PERFORMANCE :
The Net Profit of the Company during the year under review was Rs. 5.27
Lacs as compared to Net Profit of Rs. 4.32 Lacs in the previous year.
REVIEW OF OPERATIONS & FUTURE OUTLOOK :
Interest was the major source of earning during this year. The
initiatives taken by the Company to improve its operations in the
coming financial years are good. Your Company is intensifying its focus
on new business avenues like real estate, energy, tourism, health and
power sector.
3. DIVIDEND :
Since your Company has not made enough profit during the year under
review, your directors have not recommended any dividend.
4. PUBLIC DEPOSITS :
The Company has not accepted any deposit from public during the year
ended 31st March 2015, as per provisions of Sections 73 to 76 of the
Companies Act, 2013.
5. SECRETARIAL AUDIT REPORT :
Secretarial Audit Report for the FY 2014-15, pursuant to section 204
(1) of the Companies Act, 2013 has been issued by Shri Ramesh Chander
Chopra, a company Secretary in practice (FCS No. 4295, CP No. 2545),
which is attached with this report & there is no qualification,
reservation or adverse remark in it.
6. CONSERVATION OF ENERGY :
Not applicable since your Company being a Financial Services Company.
7. TECHNOLOGY ABSORPTION :
No comment is necessary considering the nature of activities of your
Company during the year under review.
8. FOREIGN EXCHANGE EARNINGS AND OUTGO :
Your Company does not have any foreign exchange earning and outgo
during the year under review.
9. DIRECTORS :
Mr. Kirti Jain and Mrs. Meena Karnawat retire by rotation at this
Annual General Meeting & being eligible, offer themselves for
reappointment.
10. NOMINATION & REMUNERATION POLICY :
This policy has been formulated in accordance with the provisions of
sec. 178 of Companies Act, 2013 and the listing agreement with the
Bombay Stock Exchange (BSE Ltd.).
The Major Criteria for recommending a person to become a Director are :
Qualification - He/She must have appropriate qualification and
technical knowledge, which would be useful to the Company.
Qualities - Honesty and dedication for work should be possessed by a
person, along with a strategic vision. Experience - Work experience in
different areas is also a matter of consideration.
Track Record - A clean track record is required for recommendation to
the post of director.
Appropriate Remuneration shall be paid to the directors, on above
basis.
Evaluation of performance is also made for the directors, the basis of
which is mentioned hereunder :
Attendance, punctuality, Advises, Exercising of duties & powers given
by board, conduct in compliance with the policies of Company viz. code
of conduct & whistleblower policy etc., Ensuring Compliance with
applicable laws/statutory obligations by the Company, Acting in good
faith & in the best interest of the Company, Independence in
judgements, Promoting best interest of shareholders, Resolution of
Investor Complaints, Encouragement of talent retention/morality &
Commitments/new initiatives, expansion & innovation/recognitions etc.
and overall performance of any director are the criterion of
evaluation.
11. DIRECTOR'S RESPONSIBILITY STATEMENT :
Pursuant to the requirements under Section 134 (3) (C) of the Companies
Act, 2013, the Board of Directors of the Company hereby state and
confirm that :
i. in the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanations
relating to material departures.
ii. the Directors had selected accounting policies and applied them
consistently and made judgements 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 or Loss
of the Company for the year under review.
iii. 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.
iv. the Directors had arranged preparation of the accounts for the
financial year ended March 31, 2015 on a "going concern" basis.
v. the directors had laid down internal financial controls to be
followed by the Company & that such internal financial controls are
adequate and were operating effectively; &
vi. 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.
13. AUDITORS :
M/s B.L. Pagaria & Co., Chartered Accountants, Auditor's of the Company
shall hold office untill the conclusion of ensuing Annual General
Meeting. The Auditor's, being eligible, offer themselves for
reappointment. Pursuant to Section 139, 142 of the Companies Act,. 2013
read with the Companies (Audit and Auditors) Rules 2014, the said
Auditors are eligible to hold office for a term up to next 3 years,
subject to approval of shareholders at ensuring Annual General Meeting,
the said Auditors shall hold office for a term up to next 3 years.
14. REPORT ON CORPORATE GOVERNANCE :
1. COMPANY'S PHILOSOPHY ON THE CODE OF GOVERNANCE:
Our Company has always beleaved in the concepts of good Corporate
Governance involving transparency, empowerment, accountability and
integrity with a view to enhance the Shareholder's value. The Company
has professionals on its Board of Directors who are actively involved
in the deliberations of the Board on all important policy matters.
2. COMPOSITION OF BOARD OF DIRECTORS :
The Company has a combination of executive and non-executive Directors.
The Company has an executive chairman and half of the Board of
Directors are independent Directors. The number of non-executive
Directors are 50% of total number of Directors.
None of the Directors on the Board is a member of more than 10
committees and chairman of more than 5 committees {as per clause 49
(iv) (B)} across all the Companies in which he is a Director. All the
Directors have made requisite disclosures regarding committee positions
occupied by them in other Companies. The Company's Board at present
have six Directors Comprising one Managing Director, Two Promoter
Directors and Three non-executive Independent Directors.
The Board met 4 times during the year on 27-05-2014, 1 1-08-2014,
12-11-2014 & 11-02-2015. The name and category of Directors on the
Board, their attendance at Board Meetings held during the year ended on
31st March, 2015, at the last Annual General Meeting & also, number of
Directorships and committee positions as held by them in other Public
Limited Companies as on 31-03-2015 are given below :
Name Category No. of Board
Meetings
attended out
of 4 meetings
held during
the year
2014-15
Mr. L.S. Karnawat Promoter Executive 1
Mr. Kailash Karnawat Promoter Executive 4
Mrs. Meena Karnawat Promoter Non-Executive 2
Mr. Lalit Kachhara Independent Non Executive 3
Mr. Kirti Jain Independent Non Executive 3
Mr. Upendra Tater Independent Non Executive 2
Mr. Rajendra Jain Independent Non Executive 1
Name Whether No. of No. of committee
attended Directorship positions held in
AGM held held in other other Public Limited
on Public Companies
30-09-14 Limited
Companies Chairman Member
Mr. L.S. Karnawat Yes Nil Nil Nil
Mr. Kailash Karnawat Yes Nil Nil Nil
Mrs. Meena Karnawat Yes Nil N.A. N.A.
Mr. Lalit Kachhara No Nil N.A. N.A.
Mr. Kirti Jain No Nil N.A. N.A.
Mr. Upendra Tater No Nil N.A. N.A.
Mr. Rajendra Jain Yes Nil N.A. N.A.
3. COMMITTEES OF THE BOARD :
AUDIT COMMITTEE :
The Company has an Audit Committee with scope of activities as set out
in Clause 49 of the Listing Agreement with Stock Exchange read with
Section 177 of the Companies Act, 2013. The broad terms for reference
of the Audit committee are as under.
a) To hold periodic discussions with the Statutory Auditor's and
Internal Auditor's of the Company concerning the accounts of the
Company, internal control systems, scope of audit and observations of
the Auditor's/Internal Auditor's.
b) To review compliance with internal control system.
c) To review the quarterly, half yearly and annual financial results of
the Company before submission to the Board.
d) To make recommendation to the Board on any matter relating to the
financial management of the Company, including the Audit Report.
The Audit Committee is presently comprised of three Non- Executive
Directors viz. Mr. Lalit Kachhara as Chairman of the committee, Mr.
Kirti Jain and Mr. Upendra Tater as its members.
The Committee met four times during the year on the following dates viz
May 27, 2014, August 11,2014, November 12, 2014 and February 11,2015.
Attendance of the members at the meetings is as stated below.
ATTENDANCE OF THE AUDIT COMMITTEE MEETINGS
Name of Director Number of Meetings Attended
Mr. Lalit Kachhara Three
Mr. Rajendra Jain One
Mr. Kirti Jain Three
Mr. Upendra Tater Two
NOMINATION & REMUNERATION COMMITTEE :
The composition of the Nomination & Remuneration Committee and the
details of meeting attended by the Directors are given below.
Nomination & Remuneration Committee met once on May 27, 2014 during
F.Y. 2014-15.
Name of Director
Mrs. Meena Karnawat Promoter Non-executive Director
Mr. Rajendra Jain Independent Non-executive Director
Mr. Upendra Tater Independent Non-executive Director
Mr. Kirti Jain Independent Non-executive Director
Name of Director Number of Meetings during the period
Held Attended
Mrs. Meena Karnawat One One
Mr. Rajendra Jain One One
Mr. Upendra Tater Nil Nil
Mr. Kirti Jain One One
Given below are the details of remuneration paid to directors during
the financial year 2014-15.
Name Sitting Fees Salary Perquisites
(Rs.) (Rs.) (Rs.)
Mr. L.S. Karnawat Nil Nil Nil
Mr. Kailash Karnawat Nil 5,40,000/- 61,586/-
Mrs. Meena Karnawat Nil Nil Nil
Mr. Lalit Kachhara Nil Nil Nil
Mr. Upendra Tater Nil Nil Nil
Mr. Rajendra Jain Nil Nil Nil
Mr. Kirti Jain Nil Nil Nil
Name Commission paid
during the year (Rs.)
Mr. L.S. Karnawat Nil
Mr. Kailash Karnawat Nil
Mrs. Meena Karnawat Nil
Mr. Lalit Kachhara Nil
Mr. Upendra Tater Nil
Mr. Rajendra Jain Nil
Mr. Kirti Jain Nil
The Company pays remuneration to its Managing Director by way of salary
and perquisites. Remuneration is paid as approved by the Shareholders.
The Board on the recommendation of the Remuneration Committee approves
the annual increments. The appointment / re-appointment of Managing
Director is contractual and subject to termination by three months
notice in writing by either side.
SHARE HOLDER'S / INVESTOR'S GRIEVANCES COMMITTEE :
The Company has an independent Shareholder's Grievances Committee which
comprises of :
Name of Director Number of Meetings Attended
Mr. Kirti Jain Chairman Two
Mr. L.S. Karnawat Member One
Mr. Kailash Karnawat Member Two
(M.D. & C.O.)
The shareholder's/investor's grievances committee met twice on August
11,2014 and February 11,2015 during the year ended on 31st March, 2015.
The committee is prompt in attending to requests received for transfer,
split, consolidation as well as issue of duplicate certificates well
within the stipulated time. Status of complaints received during the
year ended on 31-03-2015 is as under.
Number of complaints received from investors comprising of non-receipt
of Annual nil Report, Shares sent for transfer and transmission,
complaints received from SEBI etc.
Number of complaints resolved. NIL
Number of complaints pending as on 31-03-2015. NIL
4. General Body Meetings :
Fin. Year Type Date Venue
2011- 2012 AGM 29th Sept, 2012 First Floor, 60-D, Panchwati
Udaipur-313 001
2012- 2013 AGM 30th Sept, 2013 First Floor, 60-D, Panchwati
Udaipur-313 001
2013- 2014 AGM 30th Sept, 2014 First Floor, 60-D, Panchwati
Udaipur-313 001
Fin. Year Time
2011- 2012 11.00 A.M.
2012- 2013 11.00 A.M.
2013- 2014 11.30 A.M.
5. Disclosure on materially significant related party transactions :
(a) During the year, the Company has incurred transactions with related
parties. However they were not potentially in conflict with interest of
the Company.
(b) No penalties have been imposed on the Company by Stock Exchange,
SEBI or any statutory authority in any matter relating to the capital
markets during last three years.
6. Means of communication to the shareholders :
Timely disclosure of the performance of the Company is an integral part
of good governance. Your Company disseminates information about its
performance to Stock Exchange, Media & Shareholders. The Quarterly and
Annual Results of the Company are being published in News Papers also,
as required under Listing Agreement as well as on Company's Website
www.dhruvacapital.com
Ministry of Corporate Affairs has undertaken a 'Green Initiative in
Corporate Governance' by allowing paperless compliances by companies
through electronic mode, vide its Circular Nos. 17/2011 & 18/ 2011
dated April 21, 2011 and April 29, 2011, respectively.
Your Company proposes to deliver electronically any communication /
documents including the Annual Reports and such other necessary
communication/documents from time to time to the Members, who have
provided their e-mail address to their Depository Participant (DP).
Members holding shares in physical from and who are desirous of
receiving the communication/documents in electronic form, are requested
to please promptly inform their e-mail address to the RTA / Company.
7. General Shareholders information :
a. Next Annual General Meeting :
Date - 30.09.2015, Time-11.30 A.M., Venue- First Floor, 60-D,
Panchwati, Udaipur (Raj.)
b. Financial Calendar :
Financial Reporting for the Quarter Mid Aug., 2015
ending 30th June, 2015
Financial Reporting for the Half Year Mid Nov., 2015
ending 30th September, 2015
Financial Reporting for the Quarter Mid Feb., 2016
ending 31st December, 2015
Financial Reporting for the Year End May, 2016
ending 31st March, 2016
c. Book Closure 23-09-2015 to 30-09-2015 (both days inclusive).
d. No dividend is proposed to be paid.
e. Listing on Stock Exchanges :-
Shares of the Company are listed at Bombay Stock Exchange Ltd. (BSE
Ltd.), Mumbai.
f. Registrar & Transfer Agent :-
M/s Bigshare Services Pvt. Ltd., E-2/3, Ansa Industrial Estate,
Sakivihar Road, Sakinaka, Andheri (E), Mumbai - 400072 ,
Ph. : 022-28470652, 40430200
Fax : 91 - 22 - 28475207
e-mail : info@bigshareonline.com
g. Dematerialisation of shares of the Company :-
Connectivity of securities of our Company have been activated by
National Securities Depository Limited (NSDL) w.e.f. 01-03-2004 and
Central Depository Service Ltd. (CDSL) w.e.f.13-10-2006. The ISIN are
as mentioned below:-
NSDL ISIN - INE 972E01014.
CDSL ISIN - INE 972E01014.
15. CODE OF CONDUCT :
The Company's Board has laid down a code of conduct for all Board
members and senior management of the Company. All Board members have
affirmed compliance with the code of conduct. A declaration signed by
the Managing Director to this effect is given at the end of this
report. Code of conduct & Whistle Blower Policy have been displayed on
Company's website www.dhruvacapital.com.
16. EMPLOYEES :
There is no employee earning salary over and above as specified under
Sec.197 of the Companies, Act, 2013.
17. AUDITOR'S OBSERVATIONS :
The observations in the Auditor's Report are self explanatory and
therefore do not call for any further comments.
18. ACKNOWLEDGEMENTS :
Your Directors' place on record their grateful thanks and appreciation
for the assistance received from the Auditors M/s B.L. Pagaria & Co.,
Chartered Accountants, Mr. R.C. CHOPRA, Company Secretary in practice &
IndusInd Bank Ltd. Your Directors express their gratitude to the
shareholders for the confidence reposed in the Company. Your Directors
place on record their appreciation and thanks for the sincere efforts
and active involvement by the employees of the Company during the year.
For and on behalf of the Board of Directors
Sd/- Sd/-
Place : Udaipur L. S. KARNAWAT KAILASH KARNAWAT
Dated : 27th May, 2015 Chairman Managing Director
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