| The Directors have pleasure in presenting the Twentieth Annual Report
of your Company together with the Audited Statements of Accounts for
the financial year ended March 31, 2015. The Management Discussion and
Analysis has also been incorporated into this report.
(Rs, in Lac)
Year Ended Year Ended
Financial Results 31.03.2015 31.03.2014
Income 112.36 110.03
Profit before Tax &
Extraordinary Items 4.34 1.61
Less : Provision for
Taxation 2.06 1.16
Profit after Tax 2.28 0.45
Less: Extra Ordinary Items 0.00 0.00
Profit available for
appropriation after adding
to its Previous 2.28 0.45
Years b/f
Appropriated as under :
Transfer to General
Reserve 0.95 0.32
Balance carried forward to Next
Year 0.59 -1.62
OVERVIEW OF ECONOMY
The Economy of India is the seventh-largest in the world by nominal GDP
and the third-largest by purchasing power parity (PPP).[28] The country
is one of the G-20 major economies, a member of BRICS and a developing
economy among the top 20 global traders according to the WTO.
According to the Indian Finance Ministry the annual growth rate of the
Indian economy is projected to have increased to 7.4% in 2014-15 as
compared with 6.9% in the fiscal year 2013-14. In an annual report, the
IMF forecast that the Indian Economy would grow by 7.5% percent in the
2015-16 fiscal year starting on April 1, 2015, up from 7.2% (2014-15).
India was the 19th-largest merchandise and the 6th largest services
exporter in the world in 2013; it imported a total of $616.7 billion
worth of merchandise and services in 2013, as the 12th-largest
merchandise and 7th largest services importer. The agricultural sector
is the largest employer in India's economy but contributes a declining
share of its GDP (13.7% in 2012-13). Its manufacturing industry has
held a constant share of its economic contribution, while the
fastest-growing part of the economy has been its services sector which
includes, among others, the construction, telecommunications, software
and information technologies, infrastructure, tourism, education,
health care, travel, trade, and banking industries.
OVERALL PERFORMANCE & OUTLOOK
The Business environment remains extremely challenging and the
recessionary economic conditions leading to slowdown in demand and
inflation pushed scale up of input costs left its adverse imprint on
overall performance for 2014-2015. Directors are pleased to inform that
in spite of difficult times, your Company, based on its intrinsic
strength, has broadly maintained its track record of Profit making
Company. During the year, the Company registered a Gross Sales/Revenue
ofRs, 112.36 Lac as compared to previous financial year's figure ofRs,
110.03. PBT Margin during the year remains Rs, 4.34 Lac in comparison to
last years' figure of Rs, 1.61 Lac whereas Net Profit remains at Rs, 2.28
Lac in comparison to last years' figure ofRs, 0.45 Lac.
The Company is in to the Business of lending its surplus fund in to the
Capital and Money Market as well as to lending money to Corporate and
HNIs.
The outlook for the current year is challenging mainly due to sluggish
economy. However, your Company expects to grow despite the adverse
environment due to its commitment to clients of the Company.
DIVIDEND AND RESERVES
In view of inadequate Profit and in order to meet financial
requirements to implement its future plans, your Directors do not
propose any dividend for the year under review.
During the year under review, sum ofRs, 0.95 Lac were transferred to
General (Statutory) Reserves.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2015 was Rs, 11.6918
Crore. During the year under review, the Company has not issued shares
with differential voting rights nor granted stock options nor sweat
equity. As on March 31, 2015, none of the Directors of the Company hold
shares or convertible instruments of the Company except Mr. Ravi Kr.
Newatia, who is holding 3.135 Lac Equity Shares or 2.68% of Paid-up
Capital.
FINANCE AND ACCOUNTS
Your Company prepares its financial statements in compliance with the
requirements the Companies Act, 2013 and the Generally Accepted
Accounting Principles (GAAP) in India. The financial statements have
been prepared on historical cost basis. The estimates and judgments
relating to the financial statements are made on a prudent basis, so as
to reflect in a true and fair manner, the form and substance of
transactions and reasonably present the Company's state of affairs,
Profits/(loss) and cash fows for the year ended 31st March 2015.
The Company continues to focus on judicious management of its working
capital. Receivables, inventories and other working capital parameters
were kept under strict check through continuous monitoring.
There is no audit Qualification in the standalone financial statements
by the statutory auditors for the year under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments, if any, covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
SUBSIDIARY COMPANY
The Company does not have any material subsidiary whose net worth
exceeds 20% of the consolidated net worth of the holding company in the
immediately preceding accounting year or has generated 20% of the
consolidated income of the Company during the previous financial year.
Accordingly, a policy on material subsidiaries has not been formulated.
RELATED PARTY TRANSACTIONS
All transactions entered into with Related Parties as defend under the
Companies Act, 2013 and Clause 49 of the Listing Agreement during the
financial year were in the ordinary course of business and on an arm's
length pricing basis and do not attract the provisions of Section 188
of the Companies Act, 2013 thus disclosure informAOC-2 is not required.
There were no materially significant transactions with related parties
during the financial year which were in confect with the interest of
the Company. Suitable disclosure as required by the Accounting
Standards (AS18) has been made in the notes to the Financial
Statements. The policy on Related Party Transactions by the Board is
uploaded on the Company's website. The policy on Related Party
Transactions as approved by the Board is uploaded on the Company's
website.
MANAGEMENT DISCUSSION & ANALYSIS
As required by Clause 49 of Listing Agreement, the Management
Discussion and Analysis is annexed and forms part of the Directors'
Report.
MANAGEMENT
There is no Change in Management of the Company during the year under
review.
DIRECTORS
During the Year, Mr. Sunil Kr. Gupta was appointed as Additional
Director (Independent) of the Company effective from 20th December 2014
to broad base the Board.
Further, the Company has appointed Ms. Anita Mittal as Additional
Director (Independent) of the Company w.e.f. 17th March 2015 in order
to meet the requirements of appointment of Women Director in line with
Companies Act, 2013 as well as to comply with Clause 49 of Listing
Agreement.
Further, none of the Directors of the Company are disqualified under
sub-section (2) of Section 164 of the Companies Act, 2013.
INDEPENDENT DIRECTORS
As per provisions of Section 149 of the 2013 Act, independent directors
shall hold office for a term up to five consecutive years on the board
of a company, but shall be eligible for re-appointment for another term
up to five years on passing of a special resolution by the company and
disclosure of such appointment in Board's Report. Further Section 152
of the Act provides that the Independent Directors shall not be liable
to retire by rotation in the Annual General Meeting ('AGM') of the
Company.
As per Revised Clause 49 of the Listing Agreement (applicable from
October 1, 2014), any person who has already served as Independent
Director for five years or more in a company as on October 1, 2014
shall be eligible for appointment, on completion of the present term,
for one more term of up to 5 (fve) years only.
DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR
Sl.
No. Name Designation Date of Appointment Date of Resignation
1. Mr. Ashok
Bothra Independent
Director -- 4th December 2014
2. Mr.
Prashant
Dhar Independent
Director -- 4th December 2014
3. Mr. Su
shil Kr.
Mittal Independent
Director 25th July 2014 --
4. Mr. Anil
Kr.
Agarwal Independent
Director 25th July 2014 --
5. Mr.
Suresh
Kr. Jindle Independent
Director -- 25th July 2014
6. Mr. Sunil
Kr. Gupta Independent
Director 20th Dec. 2014 --
7. Ms. Anita
Mittal Independent
Director 17th March 2015 --
8. Mr. Ashu
tosh
Agarwal CFO 28th March 2015 --
9. Ms.
Rajani
Kohli Company
Secretary 20th Dec. 2014 4th January 2015
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR
COURTS
Apart from an order passed by SEBI vide Order No. WTM/RKA/ISD/162 /2014
dated 19th December 2014 and re-confirmation Order No.
WTM/RKA/ISD/31/2015 dated 20th April 2015 in the matter of dealing in
the Shares of First Financial Services Limited where in the Company has
been debarred from accessing Capital Market for the time being, there
are no other significant and material orders passed by the
Regulators/Courts that would impact the going concern status of the
Company and its future operations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN
THE END OF THE FINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments affecting the
financial position of the Company between the end of Financial Year and
date of the report.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of Section 134(5) of the Companies Act,
2013:
1. In the preparation of the annual accounts, for the year ended 31st
March 2015, all the applicable accounting standards prescribed by the
Institute of Chartered Accountants of India have been followed;
2. The Directors had adopted 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 of the
Company for that period;
3. that proper and sufficient care has been taken 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;
4. The Directors had prepared the annual accounts on a going concern
basis;
5. that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively; and
6. that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
INFORMATION TECHNOLOGY
Your Company believes that in addition to progressive thought, it is
imperative to invest in Information and Technology to ascertain future
exposure and prepare for challenges. In its endeavor to obtain and
deliver the best, your Company has tie-ups with an IT solution Company
to harness and tap the latest and the best of technology in the world
and deploy/absorb technology wherever feasible, relevant and
appropriate.
BUSINESS RISK MANAGEMENT
Pursuant to the requirement of Clause 49 of the Listing Agreement, the
Company has constituted a Business Risk Management Committee. The
details of Committee and its terms of reference are set out in the
Corporate Governance Report forming part of the Board's Report.
The Company has a robust Business Risk Management (BRM) framework to
identify, evaluate business risks and opportunities. This framework
seeks to create transparency, minimize adverse impact on the business
objectives and enhance the Company's competitive advantage. The
business risk framework defines the risk management approach across the
enterprise at various levels including documentation and reporting. The
framework has different risk models which help in identifying risks
trend, exposure and potential impact analysis at a Company level as
also separately for business segments viz. Finance and Capital Market
activities.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit (IA) function is defend in the Internal Audit Charter.
To maintain its objectivity and independence, the Internal Audit
function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies. Based on the
report of internal audit function, process owners undertake corrective
action in their respective areas and thereby strengthen the controls.
Significant audit observations and corrective actions thereon are
presented to the Audit Committee of the Board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Fraud Risk Management Policy
(FRM) to deal with instance of fraud and mismanagement, if any. The
detail of the FRM Policy is explained in the Corporate Governance
Report.
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only
progressive research and development will help us to measure up to
future challenges and opportunities. We invest in and encourage
continuous innovation. During the year under review, expenditure on
research and development is not significant in relation to the nature
size of operations of your Company.
AUDITORS
Statutory Auditors
The present Auditors of the Company, M/s Mukesh Choudhary & Associates,
Chartered Accountants, have expressed their unwillingness to be
re-appointed as Auditors of the Company upon their retirement at the
forthcoming Annual General Meeting. The Board of Directors, on
recommendation of the Audit Committee, recommends the appointment of
M/s MANV & Associates, Chartered Accountants, New Delhi (FRN -
007351N), as the Statutory Auditors of the Company from the conclusion
of 20th Annual General Meeting (subject to ratification by the Members
every year in the Annual General Meeting) until the conclusion of 25th
Annual General Meeting of the Company. A certificate from them has been
received to the effect that their appointment as Statutory Auditors of
the Company, if made, would be according to the terms and conditions
prescribed under Sections 139 and 141 of the Companies Act, 2013 and
rules framed there under.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s G. S. Bhide &
Associates, a from of Company Secretaries in Practice to undertake the
Secretarial Audit of the Company. The Report of the Secretarial Audit
Report is annexed elsewhere in this Annual Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed elsewhere in this Annual Report.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule, 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the Report and
Accounts are being sent to the Members and others entitled thereto,
excluding the information on employees' particulars which is available
for inspection by the Members at the Registered Office of the Company
during business hours on working days of the Company up to the date of
the ensuing Annual General Meeting. If any Member is interested in
obtaining a copy thereof, such Member may write to the Compliance
Officer in this regard.
PARTICULARS UNDER SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013
Since the Company is into the Business of Financing (NBFC Activities)
and into the Investing activities in Shares and Securities; the
information regarding conservation of energy, Technology Absorption,
Adoption and innovation, under section 134(3)(m) of the Companies Act,
2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is
reported to be NIL.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings
during the year under review.
PUBLIC DEPOSITS
During the year under review, your Company has not accepted any deposit
from the public falling within the ambit of Section 73 of the Companies
Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.
REPORT ON CORPORATE GOVERNANCE
The Company conforms to the norms of Corporate Governance as envisaged
in the Companies Act, 2013 and the Listing Agreement signed with the
Exchanges vide BSE and CSE. Pursuant to Clause 49 of the Listing
Agreement, a Report on the Corporate Governance and the Auditors
Certificate on Corporate Governance are annexed to this report.
APPRECIATION
Your Directors wish to place on record their appreciation towards the
contribution of all the employees of the Company and their gratitude to
the Company's valued customers, bankers, vendors and stakeholders for
their continued support and confidence in the Company.
Kolkata, May 28, 2015 By order of the Board
For Dynamic Portfolio Management & Services Limited
Registered Office:
53-A, Mirza Ghalib Street Ravi Kr. Newatia (DIN : 00214822)
4th Floor, Kolkata-700 016 Chairman & Managing Director
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