Dear Members,
Your Directors are pleased to present the 33 Annual Report on the business and
operations of the Company along with audited financial statements for the year ended 31
March, 2018.
FINANCIAL STATEMENTS
|
|
(Amount in Rs) |
Particulars |
2017-18 |
2016-17 |
Income from Operations |
|
|
Other Income |
646199.00 |
548215.00 |
Profit/ (Loss) before interest & depreciation |
295316.00 |
197206.00 |
Less Interest |
1366.50 |
419.00 |
Gross Profit/ (Loss) |
293949.50 |
196787.00 |
Depreciation |
|
|
Net Profit/ (Loss) Before Tax |
293949.50 |
196787.00 |
Provision For Taxation (including deferred tax) |
|
|
Net Profit/ (Loss) after Tax |
293949.50 |
196787.00 |
CORPORATE REVIEW
During the year under consideration other Income of the company is F 6,46,199.00/- in
comparison to F 5,48,215.00/- in previous year.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2018 was F 100.00 Lakhs. During the
year under review, the Company has neither issued any shares nor granted stock options and
nor sweat equity.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
RESERVES & SURPLUS
Profit for the period of F 2.94 Lac has been transferred to reserve and surplus.
DIVIDEND
Due to absence of adequate profits, your Directors are unable to recommend any dividend
for the year under review.
DEPOSITS
During the year under review the company has not accepted any deposits within the
meaning of section 73 of the Companies Act, 2013 and the rules made there under.
NUMBER OF MEETINGS HELD
The details of Board and Committee Meetings are given in the Corporate Governance
Report.
DIRECTORS
Sh. Kirti Kumar Jain, Director & CEO of the Company, is liable to retire by
rotation at the forthcoming Annual General Meeting under clause 89 of Article of
Association of the Company and being eligible, offer himself for reappointment.
All Independent Directors have given declarations that they meet the criteria of
Independence as laid down under Section 149(6) of the Companies Act, 2013 and Listing
Regulations.
BOARD EVALUATION
Pursuant to provisions of the Companies Act, 2013 and Listing Regulations, the Board
has carried out an annual performance evaluation of its own performance and the
performance of the individual Directors as well as the evaluation of the working of its
committees. The manner in which the evaluation was carried out has been explained in the
Corporate Governance.
KEY MANAGERIAL PERSONNEL
Ms. Jyoti Sud has resigned from the post of Company Secretary w.e.f. 3 January, 2018.
The Board has appointed Ms. Samridhi Seth as Company Secretary w.e.f. 7 April, 2018. Ms.
Samridhi Seth has also been appointed as Chief Financial Officer of the Company w.e.f. 24
April, 2018.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination and Remuneration Committee,
framed a policy for selection and appointment of Directors, Key Managerial Personnel,
Senior Management and their Remuneration. The said policy has been uploaded on the website
of the Company. The Key provisions of Nomination and Remuneration policy are appended as
an Annexure I to the Board's report.
AUDIT COMMITTEE
The company has duly constituted Audit Committee, the scope of which is quite
comprehensive and is in conformity with the provisions of the Companies Act, 2013 and
Listing Regulations. The composition of the Audit Committee is given in Corporate
Governance Report.
All the recommendations of the Audit Committee were accepted by the Board.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has adopted the Whistle blower Policy/Vigil mechanism for directors and
employees to report concerns about unethical behavior, actual or suspected fraud, or
violation of the Company's Code of Conduct and Ethics. Such mechanism/policy is also
uploaded on the website of the Company.
STATUTORY AUDITORS
As per Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014,
the Members of the Company in its 32 Annual General Meeting held on 26 September, 2017
approved the appointment of M/s. J.S. Bahl & Co., Chartered Accountants (Firm Reg. No.
012583N), as the Statutory Auditors of the Company for an initialerm of 5 years i.e.
from the conclusion of 32 Annual General Meeting till the conclusion of 37 Annual General
Meeting of the Company.
The auditors' report on the accounts of the Company for the year under review requires
no comments.
COST AUDIT
Cost audit for the financial year 2017-18 is not applicable to the Company as per
Notification issued by the Ministry of Corporate Affairs, hence no cost auditor was
appointed for cost audit purposes.
SECRETARIAL AUDIT
M/s P. S. Bathla & Associates, Practising Company Secretaries, Ludhiana, were
appointed to conduct the secretarial audit of the Company for the financial year 2017-18,
as required under Section 204 of the Companies Act, 2013 and Rules made there under. The
secretarial audit report for FY 2017-18 is appended as an Annexure II to the
Board's report.
The Secretarial auditors' report for the year under review requires no comments.
The Board has re-appointed M/s P. S. Bathla & Associates, Practising Company
Secretaries, Ludhiana as secretarial auditor of the Company for the financial year
2018-19.
RELATED PARTY TRANSACTIONS
There was no material contract or arrangement or transactions with Related Party as
referred to in sub-section (1) of Section 188 of the Companies Act, 2013 during the year.
Thus, disclosure in form AOC-2 is not required. The Board of Directors of the Company has,
on the recommendation of the Audit Committee, adopted a policy to regulate transactions
between the Company and its Related Parties, in compliance with the applicable provisions
of the
Companies Act, 2013, the rules there under and the Listing Regulations. This Policy was
considered and approved by the Board has been uploaded on the website of the Company at
http://www.sfcsl.co.in/upload/c1449048093Related_Party_Transaction_Policy05_11_2015.pdf
PARTICULARS OF EMPLOYEES
There is no information pursuant to Section 197(12) read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 as there is only one
employee on the roll of the Company and no remuneration is paid to any of the Executive/
Whole time Director of the Company.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of the
annual return in the prescribed format is appended as an Annexure III to the
Board's report.
INDUSTRIAL RELATIONS
The Company maintained healthy, cordial and harmonious industrial relations at all
levels.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
The Company has been addressing various risks through well defined risk management
policy/procedures, which are in the opinion of the Board may threaten the existence of the
Company.
INTERNAL FINANCIAL CONTROL SYSTEMS
The Company has laid down adequate internal financial controls with reference to
financial statements. During the year such controls were tested and no material weakness
in their operating effectiveness was observed.
ASSOCIATES AND SUBSIDIARIES
The Company has no Associates & Subsidiaries as on March 31, 2018.
CORPORATE GOVERNANCE
As per the provisions of Listing Regulations, a separate Report on Corporate Governance
practices followed by the Company together with a Certificate from the Practicing Company
Secretary confirming compliance forms part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company is not engaged in manufacturing operations. As such the information
required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 relating to conservation of energy, technology,
absorption and foreign exchange earning and outgo is not applicable.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There were no significant and material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and Company's operations.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your
Directors confirm that:
(a) in the preparation of the annual accounts for the year ended 31 March, 2018, the
applicable accounting standards have been followed and there has been no 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 account 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 the Companies Act, 2013 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 these were adequate and operating effectively.
ACKNOWLEDGMENTS
Your Directors wish to place on record their appreciation for the dedicated work and
co-operation extended by all the employees. Your Directors also wish to record their
gratitude to the shareholders, Customers and Suppliers for their valuable support.
|
On Behalf of the Board |
|
For Shreyans Financial & Capital Services Limited |
|
Sd/- |
Place : Ludhiana |
Kirti Kumar Jain |
Date : 29th May, 2018 |
Executive Director & CEO |
|
(DIN : 00932391) |