| The Directors have pleasure in presenting the 21st Annual report of
the Company together with the audited Financial Statements for the year
ended 31st March, 2015.
1. FINANCIAL RESULTS:
The financial results of your company for the year ended 31st March,
2015 are summarized below:
Amount in 'lakhs'
Particulars For
the Year ended For the year ended For the year ended
31st March, 2015 31st March, 2014
Gross Income 155.60 236.49
Less: Expenses 142.65 207.59
Profit Before
Interest,
Depreciation 12.95 28.90
and amort-
ization,
exceptional
items and Tax
Less:
Depreciation
and amortization 9.41 7.06
Profit before
exceptional
items and tax 3.54 21.84
Add: Exceptional
Item 0.28 0
Profit before Tax 3.82 21.84
Less: Provision
for Taxation 2.97 6.49
Profit after Tax 0.85 15.35
Add: Balance
brought forward
from 246.39 240.53
previous year
Profit available
before
appropriations 247.24 255.89
Less:
Appropriations
Statutory
Reserve 0.27 4.90
Contingent
Provision
against
Standard - 4.60
Assets
Depreciation
on completion
of useful life 0.038 -
of assets
Surplus
Carried
to balance
Sheet 246.93 246.39
During the year, the Income of the Company was Rs.155.60 Lacs and the
Profit after Tax was Rs.0.85 Lacs (Previous Year: Rs.236.49 Lacs and
Rs.15.35 Lacs, respectively). The Company's Net Worth as on March 31,
2015 stood at Rs. 2555.51 Lacs as against Rs. 2554.69 Lacs last year.
An amount of Rs.0.27 Lacs is transferred to Statutory Reserve Fund
(previous year Rs. 4.90 lacs) pursuant to Section 45IC of the Reserve
Bank of India Act, 1934, No contingent provisions against standard
assets made during the year (previous year Rs.4.60 Lacs) as per RBI
norms and an amount of Rs.246.93 Lacs (previous year Rs. 246.39 Lacs)
are being carried forward in the balance sheet.
2. DIVIDEND:
Your directors are of the opinion that in order to keep the pace of the
growth, the Company needs to plough back its profits and hence do not
recommend any dividend during the year.
3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION
FUND:
The provisions of Section 125(2) of the Companies Act, 2013 do not
apply as there was no dividend declared and paid last year.
4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
Your Directors wish to present the details of Business operations done
during the year under review:
a. Business Operations and Profitability: The Company is Non Banking
Finance Company listed on BSE, ASE & MSE. To enhance the growth of the
company by capturing huge market area, the company has lowered down the
rate of interest due to which the company is experiencing decrease in
total revenue of the company in the current financial year compare to
earlier financial year. Because of decrease in total revenue of the
company, the net profit of the company has also decreased in the
current financial year.
b. Sales of Services: Though the company managed to keep the pace as
long as the revenues are concerned, Company's profitability was
affected by the provisioning of non-performing assets as per Reserve
Bank of India Prudential Norms for NBFC Loan Company.
c. Marketing and Market environment: The Company is carrying on its
business activities on medium scale and therefore huge and extensive
marketing strategies are not adopted by the company. The company has
adopted small scale business marketing strategies. The company is
carrying on business of providing finance and there is huge competition
in the market in this type of business sector.
d. Future Prospects including constraints affecting due to Government
policies: Our organization is putting efforts in collecting its bad
debts from customers and trying to enhance its customer base through
advertisements and different marketing strategies so adopted by the
company. The company is expecting more revenue in upcoming years. There
are no specific industrial or Government policies which restrict the
business or growth of the company.
5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which
this financial statements relate on the date of this report.
6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
The provisions of Section 134(m) of the Companies Act, 2013 do not
apply to our Company. There was no foreign exchange inflow or Outflow
during the year under review.
7. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY
The Company does not have any Risk Management Policy as the elements of
risk threatening the Company's existence are very minimal.
8. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The provisions of Section 135 of the Companies Act, 2013 do not apply
to our Company. Hence the company has not developed and implemented
any corporate social responsibility initiatives.
9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013
There were no loans, guarantees or investments made by the Company
under Section 186 of the Companies Act, 2013 during the year under
review and hence the said provision is not applicable.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
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.
11. AUDITORS REPORT
There were no qualifications, reservations or adverse remarks made by
the Auditors in their Audit reports.
12. SECRETARIAL AUDIT REPORT
A Secretarial Audit Report given by D.Maniar & Co., a Company Secretary
in Practice is furnished in Annexure" A" and is attached to this
report.
13. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Company's Policy relating to appointment of Directors, payment of
Managerial remuneration, Directors' qualifications, positive
attributes, independence of Directors and other related matters as
provided under Section 178(3) of the Companies Act, 2013 is furnished
in Annexure "B" and is attached to this report.
14. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and administration)
Rules, 2014 is furnished in Annexure " C" and is attached to this
Report.
15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had 7 Board meetings during the financial year under
review.
16. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submits its responsibility Statement:-
(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 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 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 had prepared the annual accounts on a going concern
basis; and
(e) 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
17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary or Joint venture Company. The
details of financial performance of Associate Companies are furnished
in Annexure " D" and attached to this report.
18. DEPOSITS
Our company is a Non deposit accepting Non Banking Financial Company,
during the year under review the Company has neither accepted nor
renewed.
19. DIRECTORS
Mr. Salim Ismail Shaikh retires at this Annual General Meeting and
being eligible offer themselves for re election.
20. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(6)
of the Companies Act, 2013 so as to qualify themselves to be appointed
as Independent Directors under the provisions of the Companies Act,
2013 and the relevant rules.
21. PARTICULARS OF EMPLOYEES
Information as per Rule 5(1) of chapter XIII, Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
Information under Rule 5(1) (v)
The total revenue of the company during the financial year 2014 was
Rs.21,394,259/- compare to Rs.15,560,394/- in the financial year 2015.
The net profit of the company during financial year was Rs.10,75,574/-
and in the financial year 2015 is Rs.88,235/- after charging provision
for non performing assets of Rs. 54,02,175/- (previous year Rs.
36,18,061/-) There is no change in percentage of remuneration paid to
Managing Director during the year as compare to earlier financial year.
The remuneration paid to employees in the financial year 2014 was
Rs.74,06,626/- and in the year 2015 is Rs.51,50,854/-.
Information under Rule 5(1) (vii)
Market capitalization of the company has decrease from
Rs.83,24,91,264/- at March 2014 to Rs.21,84,20,560/- as at March 2015.
The Price Earnings Ratio in the year 2015 is 2518.75 which is increased
from 548.57 in the year 2014. The closing price of company's equity
shares as of 31st March, 2015 and 31st March, 2014 is Rs.20.15/-per
share and Rs.76.80/- per share respectively, representing percentage
decrease of 14.67% as at March 2014 and 77.61% as at March 2015 over
the last offer price of Rs. 90/- per share.
22. FORMAL ANNUAL EVALUATION
The evaluation of all the directors and the Board as a whole was
conducted based on the criteria and framework adopted by the Board. The
board approved the evaluation results as collated by the Nomination and
remuneration committee.
23. STATUTORY AUDITORS
M/s. Sandeep Rathi & Associates, Chartered Accountants, Mumbai were
appointed as Statutory Auditors for a period of Four years in the
Annual General Meeting held on 29.09.2014 and their appointment as
Statutory Auditor of the company is to be ratified at ensuing Annual
General Meeting.
The board recommend ratification of their appointment for the year.
24. WHISTLEBLOWER POLICY
The Board has adopted whistleblower mechanism in the company. The
policy adopted by the company is attached in Annexure "E" to the
report.
25. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL
MECHANISM
The Audit Committee consists of the following members.
a. Mr. Manoj Kumar Padhye ( Chairman) - Independent Director
b. Mr.Vilas Shankar Daware - Independent Director
c. Mr.Salim Ismail Shaikh - Executive Director
The above composition of the Audit Committee consists of independent
Directors viz., Mr. Manoj Kumar Padhye and Mr. Vilas Shankar Daware who
form the majority.
The Company has established a vigil mechanism and overseas through the
committee, the genuine concerns expressed by the employees and other
Directors. The Company has also provided adequate safeguards against
victimization of employees and Directors who express their concerns.
The Company has also provided direct access to the chairman of the
Audit Committee on reporting issues concerning the interests of co
employees and the Company.
26. SHARES
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year
under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year
under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
27. CORPORATE GOVERNANCE REPORT
The report on Corporate Governance required as per clause 49 of the
listing agreement is attached in Annexure "F" to the Board report.
28. CORPORATE GOVERNANCE CERTIFICATE
The certificate from the auditors regarding compliance of conditions of
corporate governance as stipulated in Clause 49 of the Listing
agreement is attached in Annexure "G" to the report.
29. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government Authorities
for their continued support extended to your Companies activities
during the year under review. Your Directors also acknowledges
gratefully the shareholders for their support and confidence reposed on
your Company.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Sd/- Sd/-
Nitin Somani Sonal Somani
Managing Director Director
Date: 30.05.2015
Place: Mumbai
|