Directors’ Report To The Members, Your Directors have pleasure in presenting the 30th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2015. OVERVIEW OF ECONOMY Indian economy is expected to grow marginally higher at 7.5 per cent during the year compared with 7.2 per cent in 2014 and interest rate cuts will buttress private sector spending, said a group company of global rating agency Moody's. Earlier this week, International Monetary Fund projected that India will overtake China as the fastest growing emerging economy in 2015-16 by clocking a growth rate of 7.5 per cent, helped by its recent policy initiatives, pick-up in investments and lower oil prices. World Bank too has similar GDP growth forecast for India for the current fiscal year. Moody's Analytics said, India's economy is on a cyclical upswing and forward-looking indicators suggest domestic demand is gathering momentum. On the disinvestment front, it said the government has begun selling public sets as it plans to raise Rs 70,000 crore in fiscal 2015-2016. Moody's Analytics is of the view that "India's state-owned companies are notoriously inefficient, with significant bureaucracy and endemic corruption. Asset sales can make companies more productive and should ease the supply bottlenecks choking the economy." Funds raised from disinvestments will be spent on developing India's ailing infrastructure. OVERALL PERFORMANCE & OUTLOOK The reduction in the lending rates by the RBI during the year under review has been encouraging factor for the borrowers to depend on the banking sector, due to which there has been a substantial reduction in the overall lending volume of the Company. Lending being the main business of the Company. Gross revenue from operations during the year decreased substantially and stood at Rs. 321.84 Lac in comparison to last years' figure of Rs. 3277.82 Lac. The Net Profit after Tax for the year was Rs. 54.89 Lac in comparison to last years' Net Profit of Rs. 92.74 Lac, resulting a decline of almost 41% in comparison to previous years' performance. The Company is one of the RBI registered NBFC and is in to the Business of Investment in Shares & Securities and Financing activities. Your Company is positive considering the economic scenario of the Country with regard to the performances in the years to come. DIVIDEND In view of decline in 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. SHARE CAPITAL The paid up Equity Share Capital as on March 31, 2015 was Rs. 29.085 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, Except Mr. Vijay Jaideo Poddar, Chairman & Managing Director of the Company, none of the Directors and/or Key Managerial Person of the Company holds shares or convertible instruments of the Company. Mr. Vijay Jaideo Poddar is holding 40.625 Lac Equity Shares or 2.79% of Paid-up Capital in his own name whereas no relatives are holding any Shares in their name. 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 flows 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. Please refer point no. "18.2 of Notes to Accounts" for audit qualification in the standalone financial statements by the statutory auditors for the year under review. MANAGEMENT'S PERCEPTION OF AUDITORS REMARK Information and explanations on items contained in the Auditors Report which might be considered to be "Reservations, Qualifications or adverse Remarks" is given below: With regard to inadequacy of supporting for some of the expenditure of revenue nature, the Board of Directors of the Company is on opinion that the same is wholly and exclusively attributable to the business of the Company. PARTICULARS OF LOANS, GUARANTEES & 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 defined under the Companies Act, 2013 30th annual report - 13 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. There were no materially significant transactions with related parties during the financial year which were in conflict 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 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, your Board has appointed Mr. Mahavir Prasad Saraswat and Mrs. Puspa Devi Saraswat as Additional, Independent Directors of the Company to fulfill the requirement of Companies Act, 2013 as well as Clause 49 of Listing Agreement. Further, w.e.f. 28th May 2015, Mr. Mahavir Prasad Saraswat has resigned from the Board due to his personal reasons. Your Directors wish to place on record their appreciation for the guidance and inputs provided by Mr. Mahavir Prasad Saraswat during their tenure as Director of your Company. 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 (five) years only. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR COURTS BSE has issue a Notice on 1st January 2015 suspending the trading in the Scrip w.e.f. 7th January 2015 for the reason of surveillance measures. BSE has not clarified till the time, about the period of suspension and any other reasons behind the action taken by BSE. Apart from this, 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 Pursuant to the provisions of section 134(5) of the Companies Act 2013, the Directors confirm that: 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. 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; and 4. The Directors had prepared the annual accounts on a going concern basis. 5. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and 6. 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 entered into alliances/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 defined 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 As required under Rule 7 of The Companies (Meetings of Board and its Powers) Rules 2014, 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. POLICY ON SEXUAL HARASSMENT The Company has adopted policy on Prevention of Sexual Harassment of women at Workplace in accordance with The Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company has not received any complaints pertaining to Sexual Harassment. AUDITORS Statutory Auditors Existing Auditors M/s B. B. Shah & Co., Chartered Accountants, Mumbai who have resigned as Statutory Auditors of the Company vide their letter dated 17th August 2015. In place of existing Auditors, the Audit Committee recommended M/s DBS & Associates (FRN 018627N), Chartered Accountants, Mumbai for appointment to audit the accounts of the Company from the conclusion of the 30th Annual General Meeting up to the conclusion of the 35th consecutive Annual General Meeting (subject to ratification by the members at every subsequent AGM). As required under the provisions of Section 139 & 142 of the Companies Act, 2013 the Company has obtained written confirmation under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 from M/s. DBS & Associates; that they are eligible for appointment as auditors, and are not disqualified for appointment under the Companies Act, 2013, the Chartered Accountants Act, 1949, or the rules and regulations made there-under. The proposed appointment is as per the term and within the limits laid down by or under the authority of the Companies Act, 2013 and that there are no proceedings pending against them or any of their partners with respect to professional conduct. 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 Ms. Neha Poddar, Company Secretaries in Practice (CP No.: 12190) 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 Company Secretary 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 trading and investment 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 with the Stock Exchanges. 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 members for their continued support and confidence in the Company. By order of the Board For NCL RESEARCH & FINANCIAL SERVICES LTD. Vijay Jaideo Poddar (DIN:00339268) Managing Director Registered Office : Office No. 115, City Hotel Complex, Lalbagh, 24, B N Road Lucknow-226 001 (U. P.) Lucknow, May 28, 2015 |