| Dear Members,
Your Directors present the Twenty Eighth Annual Report with the Audited
Statement of Accounts of the Company for the year ended 31st March
2015.
1. FINANCIAL RESULTS
The Financial results of the company for the year under review as
compared to the previous year are summarized below for your
consideration:
Particulars Year Ended Year Ended
31.03.2015 31.03.2014
(Rs. in Lacs) (Rs. in Lacs)
Gross Income 247.10 151.90
Gross Profit before Depreciation, 86.38 1.14
Exceptional Item and Income Tax
Depreciation 2.69 0.82
Exceptional Item 1.40 Nil
Provision for Tax Nil Nil
Net Profit After Tax 82.29 0.32
Add: Amount brought forward from (1071.24) (1071.56)
previous year
Proposed Dividend on Preference 12.09 Nil
Shares including Dividend Distribution
Transferred to Capital Redemption 35.82 Nil
Reserve Account for Redemption of
Preference Shares
Balance carried forward (1036.86) (1071. 24)
2. OPERATIONS
The Financial Year 2014-2015 has ended with the company earning a
profit of Rs. 82.29 Lacs after Tax mainly on account of Write Backs and
Sales Tax Refunds The Company's operations are still muted due to the
uncertainties of business environment. The Company does not anticipate
any significant revenue growth from operations in the coming years.
3. OUTLOOK
The company is undertaking new Non - NBFC activities like Employee Back
Ground Verification Mobilisation of Deposits etc. These operations
have yielded a gross revenue of Rs.11.09 Lacs during the financial year
ended 31st March 2015. Further these operations also involve heavy
regulatory requirements and are not very remunerative. Other operations
have yielded an income of Rs.60.00 Lacs and Rs.30.00 Lacs as Rent.
4. DIVIDEND
The Board of Directors have recommended a Dividend of 1% on Preference
Shares including arrears for previous two years amounting to Rs.12.09
Lacs inclusive of Dividend Distribution Tax. However no dividend is
recommended on Equity Shares to conserve resources. The Board of
Directors have also approved Redemption of Preference Shares of
Rs.35.82 Lacs. After redemption of these shares, the balance Preference
Shares shall be redeemed in six yearly installment of Rs. 50 Lacs each
subject to availability of Profits.
5. BOARD MEETINGS
The details of the Board Meetings held during the Financial Year
2014-2015 have been furnished under clause I 2(d) of the Corporate
Governance Report forming a part of this Annual Report.
6. OTHER COMMITTEES
The Company has constituted the following Committees:
a. Audit Committee
b. Remuneration Committee
c. Share / Debenture Transfer - Cum-Investor's Grievances Committee
d. Risk Management Committee (Constituted on 22nd October 2014)
The details regarding composition of the above Committees and the
meetings held during the Financial Year 2014-2015 are given in the
Corporate Governance Report forming a part of this Annual Report.
7. PARTICULRS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The details of Related Parties and the Transaction with them are
disclosed as required by Accounting Standard - 18 issued by The
Institute of Chartered Accountants of India under Note No. 21 III) 10
forming part of this Annual Report.
Further the members may note that the Company has not entered into
Contracts / Arrangements / Transactions which are not at arm's length
basis
8. TRANSFER TO RESERVES
The Company has transferred an amount of Rs. 35.82 Lacs to Capital
Redemption Reserve Account on account of redemption of 3,58,200 1%
Redeemable Cumulative Preference Shares of Rs.10/- each
9. LISTING OF SHARES
The Company has made an application to BSE for removal of suspension
and relisting of the shares under the new name on 30th August 2011. The
matter is being pursued. Though the Company is filing its returns to
NSE as a measure of abundant caution as it is not proposing to list its
share in the said Exchange as members have already approved the shares
to be de-listed from the said Exchange in the year 2003 itself and
accordingly de-listed from the said year.
The Company's ISIN remains suspended as new ISIN subsequent to Name
Change and Reduction of Capital is not yet allotted.
10. PENALTIES AND OTHER LITIGATIONS DURING THE YEAR
SAST Regulations
SEBI has levied a penalty of Rs. 8 Lacs arising out of violations of
the provisions of Regulation 8(3) of SAST Regulations in the Previous
Years. The appeal against this penalty with the Securities Appellate
Tribunal not gone in favour of the Company and accordingly the said
penalty has been paid by the Company during the year.
Provident Fund Matter
Provident Fund Department after conducting an enquiry Under Section 7A
proceedings have made a demand of Rs. 21,06,154/- on the Company in the
previous year based on a recalculation of dues on a Contractor for the
period 2004-2011. The Company has appealed against the same and
obtained a stay from Employee Provident Fund Appellate Tribunal.
Labour Commissioner Delhi
The Directors of the Company had also received a notice from the Labour
Commissioner, Delhi, in the previous year, regarding the
Non-Reinstatement of an employee dismissed in the year 1995-1996 and
for non implementation of the award of 1999. The concerned employee
never resumed his duties pursuant to the award in 1999 till 2005, when
the Company had an office at New Delhi. The matter has been settled
during the year by paying Rs.1,40,338/- to the concerned employee and
the same is reflected as Exceptional Item in the Audited Statement of
Profit and Loss.
Tax Matters
The Company's Income Tax Appeal in the Appellate Tribunal has been
successfully concluded in favour of the Company during the year. The
Contingent Liability accordingly stands eliminated.
Debentures
Based on the consent terms filed by the Company and Bank of India as
Debenture Trustees, the Hon'ble Bombay High Court has disposed of the
suit filed by the Debenture Trustees.
11. MAXIMUS SECURITIES LIMITED [FORMERLY KNOWN AS MAFATLAL SECURITIES
LIMITED (MSL) - SUBSIDIARY COMPANY]
The Subsidiary Company has earned a net profit of Rs. 73.85 Lacs for the
financial year ended 31st March, 2015. The Subsidiary Company is
exploring various options to fare better in the current financial year.
Statement pursuant to Section 212 of the Companies Act, 1956 in respect
of Maximus Securities Limited are separately given in this report.
12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGOING
The Company is not engaged in manufacturing activities therefore there
is no information to submit in respect of conservation of energy and
absorpti on of technology.
Foreign exchange earnings: Nil
Foreign exchange outgoings: Nil
13. DIRECTORATE
Pursuant to the provision of section 149, 152 and any other applicable
provisions of the Companies Act, 2013 Mr.Jayesh Rmesh Talpade,
Mr.Tanveer Abdul Karim Shaikh and Mrs.Megha Jatendra Vazkar (appointed
as Woman Director with effect from 22nd October 2014) offer themselves
and eligible for re-appointment for a period of three from the ensuing
28th Annual general Meeting till the conclusion of 31st Annual General
Meeting.
14. DEPOSITORIES
Effective October 30, 2000, the equity shares of your Company have been
mandated by Securities and Exchange Board of India for delivery only in
dematerialized form for all investors.
Your Company has already entered into arrangements with National
Securities Depository Limited (NSDL) and Central Depository Services
Limited (CDSL) for custody and dematerialization of shares in
accordance with the Depositories Act, 1996.
15 E-VOTING
In terms of the requirements of Listing, the Company has concluded an
Agreement with Central Depository Services (India) Limited (CDSL) for
E-Voting Facility for its Shareholders.
16 PARTICULARS OF EMPLOYEES
There are no employees who are covered under Section 134(3) of the
Companies Act, 2013 read with Companies (Particulars of Employees)
Rules 1975.
17 WEBSITE OF THE COMPANY
The Company maintains a website www.hybridfinance.co.in where detailed
information of the Company are provided.
18 WHISTLE BLOWER MECHANISM
The Company has a Whistle Blower Policy in place for vigil mechanism.
The said policy has been implemented keeping in view of the amendments
in the Companies Act, 2013 and Clause 49 of the Listing Agreement.
19 INTERNAL CONTROL SYSTEM
The Company has an adequate internal control system commensurate with
the size of the Company and the nature of its business. The Internal
Control System of the Company are monitored and evaluated by Internal
Auditor and his Audit Reports are periodically reviewed by the Audit
Committee of the Board of Directors. The observations and comments of
the Audit Committee are placed before the Board.
20 DIRECTOR'S RESPONSIBILITY STATEMENT
As required under section 134(5) of the Companies Act, 2013 the
Directors hereby confirm that:
i. in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
ii. 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 of
the Company for the year;
iii. 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;
iv. that the Directors have prepared the Annual Accounts on a going
concern basis.
21 CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Management Discussion Analysis, and Corporate Governance
Report are made a part of the Annual Report
22 AUDITORS
The Company's Auditors M/s. Ramanand Aiyar & Company, Chartered
Accountants retire at the ensuing Annual General Meeting. They being
eligible have given their consent to act as Auditors of the Company if
reappointed. Members are requested to consider their reappointment as
Auditors of the Company for the next four years from the ensuing 28th
Annual General Meeting till the conclusion of 32nd Annual General
Meeting and fix their remuneration.
23 SECRETARIAL AUDITOR
The Board of Directors have appointed Mr. Vijay S.Tiwari, a practising
Company Secretary, as Secretarial Auditor for the Financial Years
2014-2015 and 2015-2016
24 ACKNOWLEDGEMENTS
Your Directors wish to thank and place on record their appreciation of
the valuable support given by Company's Customers, Shareholders and
Bankers.
FOR AND ON BEHALF OF THE BOARD
K.CHANDRAMOULI
Wholetime Director
Place: Mumbai
Date : 19th May 2015
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