| Dear Members,
The Directors have pleasure in presenting the Twenty Fifth Annual
Report and the Audited Accounts for the year ended 31st March, 2015.
FINANCIAL RESULTS
(Rupees in Lacs)
2014 - 2015 2013 - 2014
Total Income 97.54 34.86
Expenditure (72.69) (33.96)
24.85 0.90
Non - Cash Charges 1.28 1.35
Profit/(Loss) Before Tax 23.57 (0.45)
Tax Expense 0.87 -
Profit /(Loss) After Tax 22.70 (0.45)
No amount has been transferred to 'Reserves'; and no material change or
commitment has occurred after he close of the Financial Year 2014-15
till the date of this Report, which affects the financial position of
the Company.
OPERATIONS
The Company is categorized as B group NBFC "Non-Public Deposit
Accepting Company by the Reserve Bank of India. During the year under
report, the Company did not transact any hire purchase and/or leasing
business. The Company continued to engage in its wealth/assets
management business; and investments in shares & stocks, mutual funds,
fixed deposits etc., and consultancy & advisory services. The Company
is, however, constantly looking for suitable business opportunities to
engage in and enhance its revenues.
The overall running of the Company's affairs/operations has been highly
satisfactory (as evidenced by the financial results), resulting in
higher revenues and profitability.
DEPOSITS
The Company has not accepted any fixed deposits during the period under
report; and the fixed deposits, as at the end of the year 31.03.2015,
stood at Rupees Nil.
AUDITORS REPORT
The obervations of the Auditors are self-explanatory; and therefore
donot call for any further comment/s. Auditors have neither made any
adverse remarks nor have reported any fraud under Section 143(12) of the
Companies Act, 2013.
DIVIDEND
Due to the past losses and with a view to conserve resources, the Board
of Directors do not recommend declaration of any dividend for the year
ended 31st March, 2015.
DIRECTORS
Mr. Tarun Vohra retires by rotation at the ensuing Twenty Fifth Annual
General Meeting and, being eligible, offers himself for reappointment.
The Directors recommend his re-appointment, which would enable the
Company to obtain his continued valuable guidance in the conduct of the
Company's affairs.
Mr. Sushil Kumar Vohra retires by rotation at the ensuing twenty Fifth
Annual General Meeting and, being eligible, offers himself for
re-appointment. The Directors recommend his re-appointment, which would
enable the Company to obtain his continued valuable guidance in the
conduct of the Company's affairs.
INDEPENDENT DIRECTORS
In accordance with the applicable provisions of the Companies Act,
2013, and the rules framed thereunder, a woman Director--Mrs. Saroj
Bhandari--had been appointed by the Board of Directors of the Company
as independent director on 28th March, 2015. She is to be appointed as
an independent director for a period of five consecutive years at the
ensuing Annual General Meeting. The Directors recommend her
appointment.
AUDITORS
In accordance with the Companies Act 2013, the statutory auditors of
the Company, M/s H.K. Dua & Co., Chartered Accountants, New Delhi, were
appointed as statutory auditors of the Company for a period of five
years at Twenty Fourth Annual General Meeting and their re-appointment
to be ratified every year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS & OUTGO
The Company is not being a manufacturing Company therefore conservation
of energy & technology absorption is not applicable. The Company has
neither earned nor expended any foreign exchange.
DECLARATION OF INDEPENDENT DIRECTORS
All Independent Directors have given declaration that they meet the
criteria of independence as provided under Section 149 of the Act and
theListing Agreement.
AUDIT COMMITTEE
An Audit Committee had been constituted, consisting of the following
directors of the Company:
1. Shri Neeraj Kumar Goel - Chairman
2. Shri T.S. Sridharan
3. Shri Tarun Vohra
SECRETARIAL AUDIT REPORT
Secretarial Audit Report for the financial yer ended 31st March, 2015,
pursuant to Section 204(1) of the Companies Act, 2013 and the rules
framed thereunder and obtained from the practising company secretary is
annexed with this report. It does not call for any comments.
PAYMENT OF LISTING FEE
The annual listing fee for the year under review has been paid to The
Bombay Stock Exchange Limited, Mumbai for the financial year 2015-16.
DEMAT OF COMPANY'S EQUITY SHARES
In compliance with the Sebi's requirements and guidelines, the Company
has appointed M/s Alankit Assignements Limited., 2-E/ 21, Jhandewalan
Extension, New Delhi-110055 as Registrar and Share Transfer Agent.
National Securities Depository Limited (NSDL) and Central Depository
Services (India) Ltd. (CDSL) have been appointed for the purpose of
demat of the equity shares of the Company and connectivity with them
has been established.
SHARE CAPITAL
During the year under report, there has been no change in the
authorised, subscribed and paid-up share capital of the Company.
BOARD MEETING
There were seven (7) meettings of the Board of Directors held during
the year.
EXTRACT OF ANNUAL RETURN
Extract of the Annual Return in Form No. MGt-9 is attached as Annexure
'A'.
INTERNAL FINANCIAL CONTROLS
The Company has adequate internal financial controls consistent with
the nature of business and size of operations, to effectively provide
for safety of its assets, reliability of financial transactions with
adequate checks and balances, adherence to applicable statutes,
accounting policies, approval procedures and to ensure optimum use of
available resources. These systems are reviewed and improved on regular
basis by the management as well as by the internal auditors appointed
by the Company.
CORPORATE GOVERNANCE
The compliance of clause 49 of the Listing Agreement isnot
mandatory/applicable; and therefore, the information required there
under has not been incorporated in the Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provisions in regard to Corporate Social Responsibility (CSR) are not
applicable to the Company.
VIGIL MECHANISM FOR DIRECTORS/EMPLOYEES
This clause is not applicable to the Company.
POLICY AND REMUNERATION COMMITTEE-MANAGERIAL REMUNERATION
None of the Directors of the Company are being paid any remuneration;
and therefore, no committee has been constituted for this purpose, nor
any policy for remunerating the directors has been framed.
ANNUAL EVALUATION -- BOARD AND ITS COMMITTEE/S
The performance of the Board and of each committee has been evaluated
by its members and found to be satisfactory.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION
186......................... None
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Form No. AOC-2 is attached as Annexure 'B'
RISK MANAGEMENT
The Company has appropriate risk management policy commensurate with
the size of the Company.
PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE
The Company has no female employee nor does it have any public dealing;
and therefore, there is no requirement to have in place anymehanism for
prevention of sexual harassment.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of the Directors' Responsibility Statement referred to in
clause (c) of sub-section (3) of Section 134 of the Companies Act,
2013, the Directors confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
b) the directors had selected such 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 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 irreggularities;
d) the directors had prepared the annual accounts on a going concern
basis; and
e) being a listed company, the directors had 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 had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
ACKNOWLEGEMENT
Your Directors wish to convey their grateful thanks and appreciation of
the support, assistance and co-operation extended to the Company by the
employees, the members and/ or the associates.
By Order of the Board of Directors,
Place : New Delhi
Dated : 11th August, 2015 Chairman
Registered Office :
32, Regal Building,
Sansad Marg,
New Delhi - 110 001
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