BOARD'S REPORT To The Members, Your Directors take pleasure in presenting the Twenty first Annual Report of the Company together with the Audited Accounts for the Financial Year ended 31st March 2015. DIVIDEND In view of insufficient profit and brought forward losses, the directors do not recommend any dividend for the year ended March, 31,2015. PERFORMANCE The company is mainly engaged into investment and finance activities. During the year under review, the total revenues for the year were Rs. 721.26 lacs, as compared to Rs. 838.10 lacs last year. Company has reported net loss for the year at Rs.0.04 lacs as compare to Rs. 6.77 lacs last year. DIRECTOR'S In accordance with the provisions of section 152 of the Companies Act, 2013 Mr. Jayesh Jain, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment. Pursuant to Clause 49 of the Listing Agreement, the background of the Director proposed to be appointed/ re-appointed at the annual General Meeting is given in the Corporate Governance report. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW During the year four Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. REMUNERATION POLICY The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The appointment and Remuneration Policy is stated in the Corporate Governance Report. DECLARATION BY INDEPENDENT DIRECTORS The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. INDEPENDENT DIRECTORS MEETING During the year under review, the independent Directors of the Company met on January 15, 2015 inter-alia, to discuss: a) Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole. b) Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non Executive Directors. c) Evaluation of the quantity, content and timelines of flow of information between the Management and the board that is necessary for the Board to effectively and reasonably perform its duties. INDUCTION AND TRAINING OF THE BOARD MEMBERS Directors are issued a detailed appointment letter which inter alia sets out terms of appointment, duties, responsibilities etc. of such director. Each independent director of the Company on appointment is given such letter of appointment and also briefed by the Managing Director/ Executive Director about the nature of business of the Company, its finances, operations etc. The Compliance Officer of the company also assists the Independent Director in understanding their statutory duties, obligations and responsibilities as a Director/ Independent Director of the Company. EVALUATION OF PERMORMANCE OF THE BOATRD MEMBERS Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the evaluation of the performance of the Board as well as of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee has been carried out. The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors. BOARD COMMITTEES The Board of Directors of your Company had already constituted various Committees in compliance with the provisions of the Companies Act, 2013 /Listing Agreement viz. Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Finance Committee. During the year under review, in compliance with the provisions of Clause 49 of the Listing Agreement, The board had also constituted the Risk Management Committee. All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of reference / role of the Committees are taken by the Board of Directors. Details of the role and composition of these Committees, including the number of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance Section of the Annual Report. DIRECTORS' RESPONSIBILITY STATEMENT In accordance with the provisions of Section 134(5) of the Companies Act, 2013 your directors confirm that:— i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii. the directors have 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 as at March 31, 2015 and of the profit of the company for that period; 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 have 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 have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Pursuant to Section 186(11)(a) of the Companies Act,2013 (the 'Act') read with Rule 11(2) of the Companies (Meetings of Board and its Powers) Rules, 2014, the loan made, guarantee given or security provided in the ordinary course of business by a Non- Banking Financial Company (NBFC) registered with Reserve Bank of India are exempt from the applicability of provisions of Section 186 of the Act. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES 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. PUBLIC DEPOSITS Your 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. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES The Company does not have any Subsidiary, Joint venture or Associate Company. VIGIL MECHANISM/WHISTLE BLOWER POLICY The company in order to maintain highest standards of ethical, moral and legal conduct, adopted Vigil Mechanism/Whistle Blower policy to provide an avenue to its employees to raise concerns of any violations of legal or regulatory requirements, incorrect or misrepresentations of any financial statements and reports, etc. The Audit committee of the company oversees the said mechanism from time to time. None of the Company personnel has been denied access to the Audit Committee. RISK MANAGEMENT Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report. At present the company has not identified any element of risk which may threaten the existence of the company. CORPORATE GOVERNANCE The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance. STATUTORY AUDITORS The Shareholders at their 20th Annual General Meeting held on 30th September 2014 had approved appointment of M/s. MVK Associates, Chartered Accountants, as the Auditors of the Company for a term of consecutive three years, subject to ratification by the shareholders every year, as per the provisions of section 139 of the companies act 2013 read with Rules made there under. Accordingly ratification of the members for the appointment of M/s. MVK Associates, Chartered Accountants as the Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting is being obtained at the ensuing Annual General Meeting. The Company has obtained a written consent from the Auditors to such continued appointment and also a certificate from them to the effect that their appointment, if ratified, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made there under, as may be applicable. AUDITORS' REPORT The Auditors' Report to the members on the Accounts of the Company for the financial year ended March 31, 2015 does not contain any qualification, reservation or adverse remark. SECRETARIAL AUDIT Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed R N Gupta & Co., Practicing Company secretary to conduct the Secretarial Audit of the Company for the Financial Year 2014-15. The Secretarial Audit report is annexed herewith as Annexure-1 to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. CORPORATE SOCIAL RESPONSIBILITY The provisions of Corporate Social Responsibility are not applicable to the company. PARTICULARS OF EMPLOYEES: The information required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached herewith as Annexure-2. There are no employees covered under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of whom particulars are required to be furnished. EXTRACT OF ANNUAL RETURN The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is annexed herewith as Annexure-3 to this Report. MATERIAL CHANGES AND COMMITMENT AFFECTING 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. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/COURTS IF ANY. There are no significant or material orders passed by the Regulators / courts which would impact the going concern status of the Company and its operations. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Pursuant to the requirement under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. i. The company has no activity involving conservation of energy or technology. ii. Foreign exchange earning Rs. Nil. iii. Foreign Exchange outgo: Rs. Nil DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The company has in place as Anti Harassment policy in line with the requirements of The sexual harassment of women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, company has not received any Sexual Harassment Complaints. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY The Company has Internal Control Systems, commensurate with the size, scale and complexity of its operations. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies within the Company. Based on the report of internal audit function process, owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant observations and corrective actions thereon are presented to the Audit Committee from time to time. SHARES a) The Company has not bought back any of its securities during the year under review. b) The Company has not issued any Sweat Equity Shares during the year under review. c) No Bonus Shares were issued during the year under review. EMPLOYEES STOCK OPTION PLAN The Company has not provided any Stock Option Scheme to the employees. RBI GUIDELINES The company continues to comply with all the requirements prescribed by the reserve Bank of India from time to time as applicable. ACKNOWLEDGEMENT The Directors takes this opportunity to thank all their colleagues at Explicit Finance Ltd. for their professionalism and dedication to the task at hand. The board also wishes to place on record their appreciation for valuable support given by the Bankers, Clients and Shareholders. For and on behalf of the Board of Directors Swati Dave Managing Director Place: Mumbai, dated 12th August 2015 |