Home  »  Company  »  Hind Sec. & Credits  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Hind Securities & Credits Ltd.

Mar 31, 2015

To the Members,

The Directors submit Twenty-Second Annual Report of Hind securities & Credits Limited along with the Audited Statements of Accounts for the year ended 31st March, 2015.

1. FINANCIAL RESULTS

The performance during the period ended 31st March, 2015 has been as under:

(In Rupees)

Particulars 2014 -2015 2013 -2014

Total Income 45,871,555 21,339,111

Less: Total Expenditure 34,740,363 18,142,192

Profit / Loss before Tax 11,131,191 3,196,919

Less: Tax Expense

Current Tax 565,796 -

Deferred Tax 3,077,362 1,049,030

Net Profit after Tax 7,488,033 2,147,889

Add: Previous year adjustments - -

Net Profit / Loss after tax and previous year 7,488,033 2,147,889 adjustments

2. PERFORMANCE REVIEW

During the year under review, the Company has a net profit after tax of Rs. 7,488,033/- . Your directors are putting more efforts to for the initiatives to be taken for the next financial year which will result in more profit to the Company. The details of financial performance of the company are appearing in the Balance Sheet and Profit & Loss account for the year.

3. FUTURE OUTLOOK

In the current year, your directors are putting up efforts to increase the income and it is hope that the company will do better in current year also as compared to last year. With our industry leading organic growth programme and the successful integration of recent strategic investment in our company, our company is very well placed to capitalize on the positive outlook for commodities demand and to continue to deliver growth and long term value for our shareholders.

4. STATE OF THE COMPANY'S AFFAIRS

Your Company continues to take effective steps in broad-basing its range of activities as the company is a NBFC and the main business of the Company is to make investment and to give loans & advances. The performance of the Company during the period under review has been satisfactory.

5. HUMAN RESOURCES

The Company seeks to nurture a mutually beneficial relationship with its employees. This relationship is characterized by the investment which the Company makes in its employees by providing challenging roles and assignments opportunities for personal growth, relevant and timely performance support, training and an enabling environment. The Company seeks to create a workplace which combines achievement orientation with care for employees. The Company lists 'people' as one of its stated core values.

Your Company takes the pride in the Commitment, Competence and dedication shown by its employees in all areas of business. Various HR initiatives are taken to align the HR Policies to the growing requirements of the business.

6. SHARE CAPITAL

The paid up Equity Share Capital of the Company as on 31st March 2015 was Rs.51, 005,000. During the year under review, the Company has not issued shares or granted stock options or sweat equity.

7. AMOUNT TRANSFERRED TO RESERVES

During the year under review, the company has not transferred any amount to the reserves of the company.

8. DIVIDEND

No Dividend is being recommended by the Director for the year 31st March 2015 in view of cash requirement for establishing the company in its formative years and growth plan.

9. DEPOSITS

The company has not accepted deposit from the members or the general public as on 31st March 2015. There are no small depositors in the company.

10. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors duly met 10 times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which the meetings were held are as follows:

i. 17.04.2014

ii. 30.05.2014

iii. 07.06.2014

iv. 08.07.2014 v. 12.07.2014

vi. 09.08.2014

vii. 14.11.2014

viii. 01.01.2015

ix. 30.01.2015

x. 31.03.2015

11. DIRECTORS AND KEY MANAGERIAL PERSON

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 Clause 49 of the Listing Agreement.

12. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of its Committees of the Board. This evaluation is led by the Chairman of the Nomination and Remuneration Committee with specific focus on the performance and effective functioning of the Board. The evaluation process also considers the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

13. REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP) EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

Remuneration Remuneration paid in FY paid in FY S. No Name Designation 2014-15 2013-14 (in lakhs) (in lakhs)

Managing Mr. Jagdish 1. Director Nil Nil Rai Bansal (KMP)

Mr. Shyam Lal 2. Director Nil Nil Bansal

Mr. Balraj 3. Director Nil Nil Singhal

73,387 Ms. Nidhi 4. CS (KMP) (Jan to March, Nil Bhatia 2015)

Mr. Deepak 5. CFO (KMP) 6,00,000 Nil Sethia

S. Name Increase in Ratio/Times No. remuneration per Median from previous of employee year remuneration (in lakhs)

1. Mr.Jagdish Rai Nil Nil Bansal

2. Mr.Shyam Lal Nil Nil Bansal

3. Mr.Balraj Nil Nil Singhal

4. Ms.Nidhi Bhatia Nil Nil

5. Mr.Deepak Sethia Nil Nil

14. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Committee has adopted a Policy which, inter alia, deals with the manner of selection of Board of Directors and Managing Director and their remuneration.

Criteria of selection of Non-Executive Directors

The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management.

Criteria of selection of Independent Directors

The Nomination and Remuneration Committee shall satisfy itself with regard to the independent nature of the Directors vis-à-vis the Company so as to enable the Board to discharge its function and duties effectively. The A&R Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.

The Nomination and Remuneration Committee shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director.

i. Qualification, expertise and experience of the Directors in their respective fields;

ii. Personal, Professional or business standing;

iii. Diversity of the Board

In case of re-appointment of Non-Executive Directors, the Board shall take into consideration the performance evaluation of the Director and his engagement level.

Criteria of selection of Managing Director

For the purpose of selection of the MD, the Nomination and Remuneration Committee shall identify persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and shall take into consideration recommendation, if any, received from any member of the Board.

The Committee will also ensure that the incumbent fulfills such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws.

Remuneration of the Directors

Remuneration S. No Name Designation paid in FY 2014-15 (in lakhs) 1. Mr. Jagdish Rai Bansal Managing Director (KMP) Nil

2. Mr. Shyam Lal Bansal Director Nil

3. Mr. Balraj Singhal Director Nil

4 Mr. Ajay Kumar Jha Independent Director Nil

5 Mr. Lalit Jain Independent Director Nil

6 Mrs. Sudesh Biblani Independent Director Nil

15. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate internal control systems to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance of laws and regulations. The Company regularly monitors that all regulatory guidelines are complied with at all levels.

The Audit Committee constituted by the Board reviews the adequacy of internal control system.

16. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they 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 at the end of the financial year and of the profit of the company for the same period;

c) the directors have 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) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

17. AUDITORS

i. Statutory Auditors

The Auditors, M/s. AMRG & Associates (Formerly known as Mohan Aggarwal & Associates), (ICAI Registration No. 004453N) Chartered Accountants retire at this Annual General Meeting and being eligible, offer themselves for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company.

ii. Internal Auditor

Pursuant to section 138 and other applicable provisions of the Companies Act, 2013, or any other law for the time being in force (including any other modifications or re-enactment thereof for the time being in force), and rules made there under the Company has appointed Mr. Rakesh Mittal, Chartered Accountant, as an Internal Auditor to conduct internal audit of the functions and activities of the Company as per the audit plan considered and approved by the Board from time to time.

iii. Secretarial Audit

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report Annexure - B.

18. COMPLIANCE OFFICER

As per the requirement of the Listing Agreement with the Stock Exchange, Ms. Nidhi Bhatia, Company Secretary of the company, acts as the Compliance officer of the Company.

19. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

20. PARTICULARS OF EMPLOYEES

None of the employee drew remuneration of Rs. 6,000,000/- or more per annum or Rs. 500,000/- per month or more during the financial year 2014-2015 as per section 134(3)(q) of the Companies Act, 2013 read with Rule 5(2) & (3) of The Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

21. LISTING OF SHARES

The company got the trading approval from Bombay Stock Exchange and the shares of the Company are now listed on Bombay Stock Exchange and Delhi Stock Exchange.

22. DEMATERIALISATION OF SHARES

41.89 % of the company's paid up Equity Share Capital is in dematerialized form as on 31st March, 2015 and balance 58.11 % is in physical form. The Company's Registrars are M/s Link Intime India Private Limited., having their registered office C – 13, Pannalal Silk Mills Compound, LBS Road, Bhadur West, Mumbai - 400078.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY

Particulars with respect to conservation of energy as per section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable to our Company.

However the company has made sufficient efforts to conserve the energy.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earnings and outgo in the Company are as follows: Foreign Exchange Earnings: NIL Foreign Exchange Outgo : NIL

24. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The details of the same is available on the Company's website www.supersecurities.in.

25. 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.

26. BUSINESS 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.

27. NOMINATION AND REMUNERATION COMMITTEE

Pursuant to section 178 (1) & (3) of the Companies Act, 2013 read with Rule 6 of the Companies (Meeting of Board & its Power) Rules, 2014 & Clause 49 of the listing agreement, the company has constituted a nomination and remuneration 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.

28. AUDIT COMMITTEE

Pursuant to section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meeting of Board & its Power) Rules, 2014 & Clause 49 of the listing agreement, The Audit Committee of the Board of Directors comprises of 3 directors namely Jagdish Rai Bansal, Mr. Ajay Kumar Jha and Mr. Lalit Jain. The committee oversees the company's financial information, review the quarterly/ half yearly/annual financial statements before they are submitted to the Board of Directors and performs such other function as are to it by the terms of its reference. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

29. POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Board of Directors at its meeting held on August 13, 2015, approved the "Policy on Prevention and Redressal of Sexual Harassment at Workplace" in terms of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there were no complaints received against any employee.

30. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure - A".

ACKNOWLEDGEMENT

The Board acknowledges with gratitude the co-operation and assistance provided by the RBI, company's bankers, financers, government and non-government agencies. The relationship with the employees remained cordial and your director's wish to place on record their appreciation of the contribution made by the employees at all levels. The directors also thank the shareholders for their continued support.

By Order of the Board of Directors

For Hind Securities & Credits Limited

Date : 4th May, 2015 Jagdish Rai Bansal Shyam Lal Bansal

Place: New Delhi Managing Director Director

DIN: 00673384 DIN: 01071068

R/o: 34-C, Anubhav Apartment, R/o: 252, Second Floor,

Sector-13, Rohini, New Delhi – 110085 Bhera Enclave, Paschim Vihar,

New Delhi - 110087

Registered Office:

B – 18, Ground Floor, Shubham Enclave, Paschim Vihar, New Delhi – 110063


Mar 31, 2014

Dear Members,

The Directors present their Twenty-First Annual Report and the Audited Financial Statement for FY 2013-14. As required under the Ministry of Corporate Affairs'' General Circular 08/2014 No. 1/19/2013-CL-V dated April 4, 2014, the Financial Statements and other reports required to be attached to the Annual Report for FY 2013-14 are governed by the relevant provisions, schedules, rules of the Companies Act, 1956.

FINANCIAL RESULTS

The Company''s financial performance, for the year ended March 31, 2014 is summarized below:

(In Rupees)

Particulars Year ended Year ended 31.03.2014 31.03.2013

Total Income 21,339,111 9,671,349

Less: Total Expenditure 18,142,192 11,107,901

Profit / Loss before Tax 3,196,919 (1,436,552)

Less: Tax Expense

Current Tax - -

Deferred Tax 1,049,030 (569,617)

Net Profit after Tax 2,147,889 (866,935)

Add: Previous year adjustments - -

Net Profit / Loss after tax and previous year adjustments 2,147,889 (866,935)

PERFORMANCE REVIEW

During the year under review, the Company has a net profit after tax of Rs. 2,147,889/- . Your directors are putting more efforts to for the initiatives to be taken for the next financial year which will result in more profit to the Company. The details of financial performance of the company are appearing in the Balance Sheet and Profit & Loss account for the year.

AMOUNT TRANSFERRED TO RESERVES

As per the NBFC guidelines under RBI Act every non-banking financial Company shall create a reserve fund and transfer thereto a sum not less than 20 per cent of its net profit every year before any dividend is declared.

During the year under review, the Company has transferred a sum of Rs. 650,000/- to the reserves of the Company as statutory reserve.

DIVIDEND

Keeping in view the future requirements of funds by the Company for its proposed growth and expansion, the Board expresses its inability to recommend any dividend from the available profit during the year under review.

OPERATIONS

Your Company continues to take effective steps in broad-basing its range of activities as the company is a NBFC and the main business of the Company is to make investment and to give loans & advances. The performance of the Company during the period under review has been satisfactory.

FUTURE OUTLOOK

In the current year, your directors are putting up efforts to increase the income and it is hope that the company will do better in current year also as compared to last year.

With our industry leading organic growth programme and the successful integration of recent strategic investment in our company, our company is very well placed to capitalize on the positive outlook for commodities demand and to continue to deliver growth and long term value for our shareholders.

HUMAN RESOURCES

The Company seeks to nurture a mutually beneficial relationship with its employees. This relationship is characterized by the investment which the Company makes in its employees by providing challenging roles and assignments opportunities for personal growth, relevant and timely performance support, training and an enabling environment. The Company seeks to create a workplace which combines achievement orientation with care for employees. The Company lists ''people'' as one of its stated core values.

Your Company takes the pride in the Commitment, Competence and dedication shown by its employees in all areas of business. Various HR initiatives are taken to align the HR Policies to the growing requirements of the business.

DIRECTORS

Pursuant to provision of section 161(1) of the Companies Act, 2013 and the Articles of Association of the company, Mr. Balraj Singhal (DIN 06827309) and Ms. Sudesh Biblani (DIN 06827317) appointed as an additional director with effect from 27th February, 2014 and they shall hold office up to the date of ensuing Annual General Meeting.

In terms of Companies Act, 2013 and Articles of Association of the Company, Mr. Jagdish Rai Bansal, Director of Company retires at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

He has vast experience of Management and operations. He has served our board with their valuable knowledge. With his rich business experience and extensive contacts in business circles, Mr. Jagdish Rai Bansal had contributed immensely to the growth of the company.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, it is hereby confirmed:

i. that in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. that 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 at the end of the financial year 31st March, 2014 and the profit of the Company for the year ended on that;

iii. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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 for the financial year ended 31st March, 2014 on going concern basis.

CORPORATE GOVERNANCE

A detailed report on the Corporate Governance along with the Certificate of M/s APAC & Associates, Company Secretaries in Practice, and confirming compliance of conditions of Corporate Governance as stipulated in clause 49 is set out in this Annual Report and forms part of the Annual Report.

COMPLIANCE OFFICER

As per the requirement of the Listing Agreement with the Stock Exchange, Ms. Priyanka Gakhar, Company Secretary of the company, acts as the Compliance officer of the Company.

AUDITORS & AUDITORS'' REPORT

M/s. AMRG & Associates (Formerly known as Mohan Aggarwal & Associates), Chartered Accountants, who are Statutory Auditors of the Company hold office up to the conclusion of the ensuing Annual General Meeting and confirmed their eligibility and willingness to accept the office of the Statutory Auditor, if re-appointed. The Board recommends their re-appointment to audit the accounts of the Company for the financial year 2014-15.

The Company has received letters from the auditor to the effect that their re-appointment, if made would be within the prescribed limits under section 141(3) (g) of the Companies Act, 2013 and he is not disqualified from for re-appointment.

The observations in the Auditors'' Report are dealt with in the notes forming part of accounts at appropriate places and the same being self explanatory, no further comment is considered necessary.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

As per NBFC Guidelines issued by the Reserve Bank of India, the Board of Directors has passed the required resolution dated 17th April, 2014 confirming that the Company has neither accepted any public deposits and nor does it intend to do so in the coming year 2014-2015.

PARTICULARS OF EMPLOYEES

None of the employee drew remuneration of Rs. 6,000,000/- or more per annum or Rs. 500,000/- per month or more during the financial year 2013-2014. This information is furnished with respect to Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of the Employees) Rules, 1975 forming part of the Directors'' Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO CONSERVATION OF ENERGY

Particulars with respect to conservation of energy as per Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to our Company.

However the company has made sufficient efforts to conserve the energy.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Director''s Report.

LISTING OF SHARES

The shares of the company are listed on Delhi Stock Exchange Limited. The annual listing fees have been paid for the year 2014-15.

ACKNOWLEDGEMENT

The Board acknowledges with gratitude the co-operation and assistance provided by the RBI, company''s bankers, financers, government and non-government agencies. The relationship with the employees remained cordial and your director''s wish to place on record their appreciation of the contribution made by the employees at all levels. The directors also thank the shareholders for their continued support.

By Order of the Board of Directors For Hind Securities & Credits Limited

Date : August 9th, 2014 Ajay Kumar Jha Jagdish Rai Bansal Place : Delhi Director Director DIN: 02820849 DIN: 00673384 R/o: H No 9 Vill, R/o: 34-C, ANUBHAV P O Paraul Dist APARTMENT, SECTOR-13, Madhubani, Bihar, ROHINI, 847229 NEW DELHI, 110085 Registered Office: D-13/25, Sector- 8, Rohini New Delhi- 110085


Mar 31, 2011

Dear Members,

The Directors have great pleasure in presenting the Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March, 2011.

FINANCIAL RESULTS

Financial results of the Company for the year under review are summarized as below:

(in Rupees)

Particulars Year ended Year ended 31.03.2011 31.03.2010

Total Income 4,02,29,581.37 10,81,60,816.60

Less: Total Expenditure 4,88,55,296.40 10,79,17,101.99

Profit / Loss before (86,25,715.03) 2,43,714.61 Depreciation &Tax

Less : Depreciation 711.23 865.91

Profit before Tax (86,26,426.26) 2,42,848.70

Less: Provision for taxation 0.00 74,803.00

Add: Previous year adjustment (15,492,00) 65,837.00

Net Profit/Loss after (86,41,918.26) 2,33,882.70 Depreciation & Tax

Add: Balance Brought 32,78,989.14 30,45,106.44 Forward from Previous Year

Balance profit carried to (53,62,929.12) 32,78,989.14 Balance Sheet

PERFORMANCE REVIEW

During the year under review, the Company has incurred a net loss after depreciation and tax of Rs. 86,41,918.26/- as compared to the net profit after depreciation & tax of Rs. 2,33,882.70/- in the previous year. Your directors expect that the initiatives undertaken will result in improvement in financial results in the coming years. The details of financial performance of the company are appearing in the Balance Sheet and Profit & Loss account for the year.

AMOUNT TRANSFERRED TO RESERVES

During the year under review, the company has not transferred any amount to the reserves of the company.

DIVIDEND

Your directors regret their inability to recommend any dividend in view of losses during the year under review.

OPERATIONS

Your Company continues to take effective steps in broad-basing its range of activities. The performance of the Company during the period under review has been satisfactory.

FUTURE OUTLOOK

in the current year, your directors are putting up efforts and it is hoped that the company will do better and will be in a position to earn profit and later on try to declare dividends.

DIRECTORS

Mr. Pulickal Varughese and Mr. Lalit Jain retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

They have vast experience of Management and operations. They have served our board with their valuable knowledge. With their rich business experience and extensive contacts in business circles, Mr. Pulickal Varughese and Mr. Lalit Jain have contributed immensely to the growth of the company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, it is hereby confirmed:

a) that in the preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) that 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 or loss of the Company for the year under review;

c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the directors had prepared the annual accounts for the financial year ended 31st March, 2011 on going concern basis.

CORPORATE GOVERNANCE

The Company has complied with the basic mandatory provision of the Corporate Governance as prescribed in the Clause 49 of the Listing Agreement with the stock Exchanges. A detailed report on the Corporate Governance is given in a separate section in this Annual Report.

COMPLIANCE OFFICER

As per the requirement of the Listing Agreement with the Stock Exchange, Mr. Jagdish Rai Bansal, director of the company, acts as the Compliance officer of the Company.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors comprises of 3 directors namely Jagdish Rai Bansal, Mr. Lalit Jain and Mr. Ajay Kumar Jha. The committee oversees the company''s financial information, review the quarterly/ half yearly/annual financial statements before they are submitted to the Board of Directors and performs such other function as are to it by the terms of its reference.

AUDITORS

M/s. Mohan Aggarwal & Associates, Chartered Accountants, retire as auditors of the company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if re-appointed.

AUDITORS'' REPORT

The observations in the Auditors'' Report are dealt with in the notes forming part of accounts at appropriate places and the same being self explanatory, no further comment is considered necessary.

ADDITIONAL INFORMATION-BALANCE SHEET ABSTRACT AND COMPANY''S GENERAL BUSINESS PROFILE

Information pursuant to the Department of Company Affairs notification dated May 15, 1995 relating to the Balance Sheet Abstract and Company''s general business profile is provided in the Annual Report for your information.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

As per NBFC Guidelines issued by the Reserve Bank of India, the Board of Directors has passed the required resolution confirming that the Company has neither accepted any public deposits and nor does it intend to do so in the coming year 2011-2012.

PARTICULARS OF EMPLOYEES

None of the employee drew remuneration of Rs. 60,00,000/- or more per annum or Rs. 5,00,000/- per month during the financial year 2010-2011, This information is furnished with respect to Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of the Employees) Rules, 1975 forming part of the Directors'' Report.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY

Particulars with respect to conservation of energy as per Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure I to the directors'' report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earnings and outgo in the Company are as follows:

Foreign Exchange Earnings : NIL Foreign Exchange Outgo : NIL

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion & Analysis Report is attached herewith.

MATERIAL CHANGES

There are no material changes and commitments, affecting the financial position of the Company between the end of the financial year of your Company and the date of the Directors'' Report.

SECRETARIAL COMPLIANCE CERTIFICATE

According to the proviso to Sub-Section (1) of section 383A of the Companies Act, 1956, every company not required to employ a whole time secretary and having a paid up Capital of Rs. 10,00,000 or more must attach to the board''s report a Compliance Certificate from a Secretary in whole time practice as to whether the provision of the Act have been complied or not.

The Board of Directors has obtained a Secretarial Compliance Certificate from a practicing Company Secretary, which is attached as an annexure,

LISTING OF SHARES

The shares of the company are listed on Delhi Stock Exchange Limited. With the initiatives of directors of the company, the shares of the company have been readmitted for dealings at the stock exchange vide letter dated June 22, 2009. The said letter states that the stock exchange has revoked the suspension of trading in the shares of the company. Whenever the stock exchange will be operational, the shares of the company will be made available for trading.

ACKNOWLEDGEMENT

The Board acknowledges with gratitude the co-operation and assistance provided by the company''s bankers, financers, government and non-government agencies. The relationship with the employees remained cordial and your director''s wish to place on record their appreciation of the contribution made by the employees at all levels. The directors also thank the shareholders for their continued support.

For and on behalf of the Board of Directors For Hind Securities & Credits Limited

Date: September 01,2011 Place: Delhi Jagdish Rai Bansal Shyam Lal Bansal Director Director

 
Subscribe now to get personal finance updates in your inbox!