| Dear Members,
The Directors have pleasure in presenting their 8thAnnual Report
together with the Audited Accounts of the Company for the Year ended
March 31, 2015.
FINANCIAL RESULTS:
Particulars Year ended Year ended
31st 31st
March 2015 March 2014
Turnover 25,762,522 2561211
Profit/(Loss) before taxation 388396 150933
Less: Tax Expense -167537 -47,799
Profit/(Loss) after tax 220859 103,135
Add: Balance B/F from the previous year 10,559,168 1,077,659
Balance Profit/ (Loss) C/F to the next year 15,764,062 10,559,168
OPERATIONAL REVIEW:
The Company recorded a turnover of Rs. 25,762,522 during the year under
review as against Rs. 2,561,211 in the previous year, The net profit
after tax is Rs. 220,859 as against a profit of Rs.103,135in the
previous year.
DIVIDEND:
Your Directors do not recommend any dividend for the year ended 31st
March 2015 with a view to conserve the resources for future.
AMOUNT TRANSFER TO RESERVE:
Your Directors do not propose any amount to be transferred to the
Reserves for the year ended 31st March 2015.
CORPORATE GOVERNANCE:
Since the equity share capital of the Company is listed exclusively on
the SME Platform of BSE Limited, the requirement of corporate
governance clause of Listing Agreement is not applicable to the Company
in terms of SEBI circular CIR/CFD/POLICY CELL/7/2014 dated 15th
September 2014 and hence, the Report on corporate Governance is not
applicable to the company.
DEPOSITS:
Company has not accepted any deposits within the meaning of Section 73
of the companies Act, 2013 and the Companies (Acceptance of Deposits)
Rules, 2014.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
As a part of the effort to evaluate the effectiveness of the internal
control systems, your Company's internal control system reviews all the
control measures on periodic basis and recommends improvements,
wherever appropriate. The Company has in place adequate internal
control systems and procedures commensurate with the size and nature of
its business. These systems and procedures provide reasonable assurance
of maintenance of proper accounting records, reliability of financial
information, protections of resources and safeguarding of assets
against unauthorized use. The management regularly reviews the internal
control systems and procedures.
CORPORATE SOCIAL RESPONSIBILITY:
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable to
the Company.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013, the directors
would like to state that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed.
ii) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 or
loss of the Company for the year under review.
iii) The directors have 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) The directors have prepared the annual accounts on a going concern
basis.
v) 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.
vi) The directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such system were
adequate and operating effectively.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
In accordance with the provision of section 152(6) and article the
Articles of Association of Company Mr. VikramJayantilalLodha will
retire by rotation at the ensuing Annual General Meeting of the Company
and being eligible, offer himself for re-appointment. The Board
recommends his reappointment.
ManjuJayantilalLodhaand BhavinKantilal Gala were appointed as
Additional Directorsof the Company u/s 161 of the Companies Act, 2013
w.e.f. 19th June, 2015to hold office upto the date of ensuing Annual
General Meeting. The Company has received a notice as per the
provisions of section 160 (1) of the Companies Act, 2013 from a member
proposing their appointment as Directors. The Board of Directors
recommends their appointment as Directors.
Mr. BhavinKantilal Gala was appointed as an Additional Independent
Directorof the Company u/s 161 of the Companies Act, 2013 w.e.f. 19th
June, 2015 to hold office upto the date of ensuing Annual General
Meeting. The Company has received declarations from him confirming that
he meet the criteria of independence. Mr. Abhishek Ashok Shastri, and
Mr. Paras Thakor Shah were appointed as Additional Independent
Directors of the Company u/s 161 of the Companies Act, 2013 w.e.f. 18th
June, 2014 and 20th March, 2014 respectively to hold office upto the
date of ensuing Annual General Meeting. The Company has received
declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed in
Section 149(6) of the Companies Act, 2013
The Company has received a notice as per the provisions of section 160
(1) of the Companies Act, 2013 from a member proposing their
appointment as Independent Director. The Board of Directors recommends
their appointment as Independent Director.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each independent
director under section 149(7) of the Companies Act, 2013 that they meet
the criteria of independence laid down in section 149(6) of the
Companies Act, 2013 and Clause 52 of the SME Listing Agreement.
BOARD EVALUATION;
Pursuant to the provisions of the Companies Act, 2013 and Clause 52 of
the SME Listing Agreement, the Board has carried out an evaluation of
its own performance, the directors individually as well as the
evaluation of the working of its Audit, Appointment & Remuneration
Committees.
REMUNERATION POLICY:
The Board has, on the recommendation of the Appointment & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
available at the website of the Company i.e. naysasecurities.com.
MEETINGS:
A calendar of Meetings is prepared and circulated in advance to the
Directors.
During the year twenty oneBoard Meetings, four Audit Committee
Meetings, oneNomination & Remuneration Committee, and one Stakeholder
Relationship Committee Meetings were convened and held. The intervening
gap between the Meetings was within the period prescribed under the
Companies Act, 2013.
CHANGES IN SHARE CAPITAL, IF ANY:
During the Financial Year 2014-15, the Company has issued 10,00,000
Shares of Rs. 10/- each at a Premium of Rs. 5/- under Initial Public
Offer, on SME platform of BSE Limited.
UTILISATION OF IPO FUNDS :
(Rs.in Lacs)
Particulars As disclosed in Actual
Prospectus dated Utilisation as
24thJune 2014 to on 31st March
be expanded till 2015
31st March 2015
Expanding our domestic operation 30.00 30.00
and network of branches
Enhancement of margin money maintained 30.00 30.00
with the exchanges
General Corporate Purposes 9.00 9.00
Public Issue Expense 40.00 22.27
TOAL 109.00 86.27
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Particulars of Loans, Guarantees or Investments made under section
186 of the companies Act 2013 is furnished in the notes to the
Financial Statements.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as "Annexure 1".
RELATED PARTY TRANSACTION:
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the company at large.Certain transactions which were
entered into with related parties were described in Form AOC-2 attached
as "Annexure 2" and forming part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
A] Conservation of Energy, Technology Absorption:
Your Company is not a power intensive company even though the Company
has taken all measures to conserve the energy. Your Company is not
using any foreign technology.
B] Foreign Exchange Earning and Outgo:
The Foreign Exchange Earning and Outgo were NIL during the year.
WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism Policy to deal with instance of fraud
and mismanagement, if any.
In staying true to our values of Strength, Performance and Passion and
in line with our vision of being one of the most respected companies in
India, the Company is committed to the high standards of Corporate
Governance and stakeholder responsibility.
The Vigil mechanism Policy ensures that strict confidentiality is
maintained whilst dealing with concerns and also that no discrimination
will be meted out to any person for a genuinely raised concern.
A high level Committee has been constituted which looks into the
complaints raised. The Committee reports to the Audit Committee and the
Board.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
No case of sexual harassment was reported during the year.
EMPLOYEE RELATIONS:
During the year under review, your Company enjoyed cordial relationship
with employees at all levels.
AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:
The observation made in the Auditors' Report read together with
relevant notes thereon are self explanatory and hence, do not call for
any further comments under Section 134 of the Companies Act, 2013.
As required under section 204 (1) of the Companies Act, 2013 the
Company has obtained a secretarial audit report. Certain observations
made in the report with regard to appointment of woman director which
was complied later on and non filing of some forms were mainly due to
ambiguity and uncertainty of the applicability of the same for the
relevant period. Interest free advances were given prior to the
financial year 2014-15 and the Company is in the process of recovering
the same. The company would ensure in future that all the provisions
are complied with the fullest extent.
AUDITORS:
The Auditors M/s. M. K. Singhal& Co., Chartered Accountants, Mumbai,
retire at the conclusion of the ensuing Annual General Meeting and are
eligible for re-appointment as per section 139 of the Companies Act,
2013.
SECRETARIAL AUDIT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remunerationof Managerial Personnel)
Rules, 2014 the company has appointed M/s. NishantJawasa&Associates,
Practicing Company Secretary, to undertake the Secretarial Audit of the
Company The Secretarial Audit report is annexed herewith as Annexure -
3 to this report.
BUSINESS RISK MANAGEMENT:
Pursuant to section 134 (3) (n) of the Companies Act, 2013 &Clause 52
of the SME Listing Agreement, thecompany hasconstituted a business risk
management committee. The risk management policy can be viewed at the
website of the Company i.e. naysaasecurities.com.
At present the company has not identified any element of risk which may
threaten the existence of the company.
PARTICULARS OF EMPLOYEES:
(A) There were no employees drawing salary exceeding the limits
prescribed under Section 197 of the Companies Act 2013 read with Rule
5(2) of the Companies(Appointment and Remuneration of
ManagerialPersonnel) Rules, 2014
(B) The ratio of the remuneration of each director to the median
employee's remuneration and other details in terms of sub-section 12 of
Section 197of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, are forming part of this report as Annexure - 4.
Material changes affecting the Financial Position of the Company:
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.
ACKNOWLEDGEMENTS:
Your Company and its Directors wish to extend their sincerest thanks to
the Members of the Company, Bankers, State Government, Local Bodies,
Customers, Suppliers, Executives, Staff and employees at all levels for
their continuous cooperation and assistance.
For and on behalf of the Board of Directors
Sd/-
PLACE: Mumbai (Jayantilal Lodha)
DATE: 14th August, 2015 Chairman
|