Mar 31, 2016
DIRECTORS'' REPORT
To,
The Members,
Your directors have pleasure in presenting their Twenty-seventh Annual Report on the business and operations of Scintilla Commercial & Credit Limited (the "Company") together with the audited statement of accounts for the year ended 31st March, 2016.
Financial Highlights (Standalone and Consolidated)
During the year under review, performance of your company as under:
(in Rs,)
Financial Result |
Year Ended 31.03.2016 |
Year Ended 31.03.2015 |
Total Revenue |
26657225 |
15191497 |
Profit /(Loss) Before Tax |
128734 |
125822 |
Less: Tax Expenses |
49532 |
105642 |
Profit /(Loss) After Tax |
79202 |
20180 |
Balance carried to Balance Sheet |
1437473 |
1379177 |
The consolidated performance of the group as per consolidated financial statements is as under:
(in Rs,)
Financial Result |
Year Ended 31.03.2016 |
Year Ended 31.03.2015 |
Total Revenue |
27604248 |
16014403 |
Profit /(Loss) Before Tax |
255252 |
274074 |
Less: Tax Expenses |
67883 |
108612 |
Share of Profit / (Loss) transferred to Minority Interest |
45045 |
57587 |
Balance Profit / (Loss) C/F to the next year |
1659894 |
1542739 |
Operating & Financial Performance
The Standalone Gross revenues increased to Rs. 26657225/- a growth of around 75.47 % against Rs. 15191497/- in the previous year. Profit before taxation was Rs. 128734/- against Rs. 125822/- in the previous year. The percentage of profit has increased by 2.31% due to increase in income from sale of shares and securities. After providing for taxation of Rs.49532/- & Rs. 105642/- respectively, the net profit of the Company for the year under review was placed at Rs. 79202/- as against Rs. 20180/- in the previous year. And,
The Consolidated Gross revenues increased to Rs. 27604248/- a growth of around 72.31 % against Rs. 16014403/- in the previous year. Profit before taxation was Rs. 255252/- against Rs. 274074/- in the previous year. The percentage of profit has decreased by 6.87% due to increase in expenditure for purchase of shares and stocks. After providing for taxation of Rs.67883/- & Rs. 108612/- respectively, the net profit of the Company for the year under review was placed at Rs. 45045/- as against Rs. 57587/- in the previous year.
Dividend
With the view to conserve the resources of company your directors regret to recommend any dividend for the period under report.
Share Capital
The paid up Equity Share Capital as on March 31, 2016 was Rs. 10,02,77,770. During the year under review the company has not issued any shares or any convertible instruments.
Change in the nature of business, if any
There is no change in the nature of the business of the Company.
Statutory & Legal Matters
There has been no significant and/or material order(s) passed by any Regulators/Courts/Tribunals impacting the going concern status and the Companyâs operations in future.
Material Changes & Commitments occurring after the end of Financial Year
No material changes and/or commitments affecting the financial position of the Company occurred between the end of the financial year to which the attached financial statements relate to and up to the date of this report.
Subsidiary / Joint Ventures / Associates
As on March 31, 2016, the Company had two Indian subsidiaries. During the year under review Janhit Tracom Limited has ceased to be the subsidiary, but there has been no change in the nature of business of the other two subsidiaries, In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and all its subsidiary companies, which is forming part of the Annual Report. A statement containing salient features of the financial statements of the subsidiary companies in the prescribed format, AOC 1 is also included in the Board Report and is attached as ANNEXURE-I In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.scintilla.co.in. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company at www.scintilla.co.in.
Consolidated Financial Statements
The consolidated financial statements prepared in accordance with Accounting Standard 21 - Consolidated Financial Statements forms part of this report. The Net Worth of the consolidated entity as on March 31, 2016, stood at Rs. 12,05,56,413 as against Rs. 12,16,70,227, at the end of the previous financial year.
Internal Financial Control
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
Risk Management
Although the company has long been following the principle of risk minimization as the norm in every industry, it has now become a compulsion. The Board members were informed about risk assessment and after which the Board formally adopted and implemented the necessary steps for monitoring the risk management plan for the company.
Directors and Key Managerial Personnel
During the year under review, at a meeting of the Board of Directors of the Company held on 9th February, 2016, took the note of resignation of Ms Bharti Ranga from the office w.e.f 2nd February, 2016 due to her pre-occupation. Futher on the recommendation of Nomination and Remuneration Committee appointed Miss Vishakha Mundhra(DIN : 07382982) as additional independent woman non-executive director of the Company.
In accordance, with the provision of Companies Act, 2013, Mr. Jitendra Kumar Goyal (DIN : 00468744) Director of the Company retires by rotation and being eligible offers himself for reappointment. Necessary resolution for Mr. Jitendra Kumar Goyal as a managing director of the Company is included in the Notice.
Company Secretary and Compliance Officer
During the year, Mr. Rama Kant Mishra, Company Secretary, and Compliance Officer of the Company resigned from the services of the Company. The resignation was effective 1st March, 2016. Consequent to Mr. Rama Kant Mishra resignation, the Board appointed Mr. Anand Mishra as the Company Secretary, KMP and Compliance Officer of the Company with the effect from 30th April, 2016.
Declaration by Independent Director(s)
The Board of Directors hereby certifies that the Independent Directors appointed on the Board, meet the criteria pursuant to Section 149(6) of the Companies Act, 2013.
Further, all Independent Directors have furnished their Declarations meeting the criteria under Section 149(6) of the Companies Act, 2013 and Regulation 25 SEBI (Listing and Disclosure Requirement) Regulations, 2015,
Meetings of Board
During the Financial Year 2015-16 nine (9) meetings of the Board of Directors of the Company were held. The details of which are given in the Corporate Governance Report. The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013.
Board Induction, Training and Familiarization programme for Independent Directors
At the time of appointment of the Director, a formal letter of appointment is given to him which inter-alia explains the role, functions, and responsibilities expected of him as a Director of the Company. The Director is also explained in detail the various compliances required from him as a Director under the various provisions of the Companies Act 2013, Regulation 25 SEBI(Listing Obligation and Disclosure Requirement) Regulations, 2015, SEBI(Prohibition of Insider Trading) Regulations, 2011, the Code of Conduct of the Company and other relevant regulations. The Director, upon appointment, is formally inducted to the Board. In order to familiarize the Independent Directors about the business drivers, they are updated through presentations at Board Meetings about the Financials of the company and also about the new product launches. They are also provided booklets about the business and operations of the company.
The Directors are also updated on the changes in relevant corporate laws relating to their roles and responsibilities as Directors.
Meetings of Independent Directors
A separate meeting of the Independent Directors was held on 9th February, 2016. Mr. Vidhu Bhushan Verma was elected as the Lead Independent Director of the Company. Details of the separate meeting of the Independent Directors held and attendance of Independent Directors are provided in the Report on Corporate Governance forming part of this report.
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 to fix their remuneration. The Companyâs Remuneration Policy is available on the Company''s website at www.scintilla.co.in
Directors'' Responsibility Statement
The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, for the year ended on 31.03.2016 and state that :
(i) (i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
(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 at the end of the financial year and of the profit and loss 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 are operating effectively; and
(vi) The directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Related Party Transactions
All Related party transactions that were entered into during the financial year were on an arms length basis and in the ordinary course of business. There are no material significant related party transactions made by the Company during the year that would have required shareholder approval under Regulation 23 SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. All related party transactions are reported to the Audit Committee. Prior approval of the Audit Committee is obtained on a yearly basis for the transactions which are planned and/ or repetitive in nature and omnibus approvals are taken within limits laid down for unforeseen transactions. The disclosure under Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable. The Policy on Related Party transactions as approved by the Board has been uploaded on the Companyâs Website and may be accessed at the link http://www.scintilla.co.in/policy/DOC 194281.SCC related party policy.pdf
The details of the transactions with related parties during 2015-16 are provided in the accompanying financial statements.
None of the Independent Directors had any pecuniary relationship or transactions with the Company during the year under review.
Performance Evaluation
The Nomination and Remuneration Committee of the Company formulated and laid down criteria for performance evaluation of the Board including the Committee and the individual director (including Independent Directors) pursuant to provisions of Section 134, Section 149 read with Code of Independent Directors (Schedule IV) and Section 178 of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The manner of performance evaluation followed by the Board is provided in Corporate Governance Report.
Board Evaluation
Pursuant to the provisions of Companies Act, 2013 and Regulation 17 SEBI(Listing and Disclosure Requirement) Regulations, 2015,the Board has carried out annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees.
Whistleblower Mechanism
Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. The Company has a strong and effective Whistleblower Policy which aims to deter and detect actual or suspected misconduct
This mechanism also provides for adequate safeguards against victimization of employees who avail of the mechanism. Any employee may report such incident without fear to the Vigilance Officer or alternatively to Chairman of the Audit Committee
The Audit Committee is empowered to monitor the functioning of the mechanism. It reviews the status of complaints received under this policy. The Committee has, in its Report, affirmed that no personnel have been denied access to the Audit Committee. The details of whistle blower policy is posted on the website of the Company and can be accessed at www.scintilla.co.in
Corporate Social Responsibility
The provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not applicable to the Company. Listing
The shares of the Company are listed on the BSE Limited and Calcutta Stock Exchange Limited. The Company''s shares are compulsorily traded in the dematerialized form. The ISIN allotted is INE892C01018.
Listing Agreement
The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of Capital markets to ensure better enforceability. The said regulations were effective from December
1, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within Six Months from the Effective date. The Company entered into new Listing Agreement with Bombay Stock Exchange Ltd & Calcutta Stock Exchange Ltd during the financial year.
Statutory Audit
M/s. S. K. Rungta & Co., Chartered Accountants (FRN: 308081E), Kolkata, was appointed as Statutory Auditors of the Company from the conclusion of the Annual General Meeting held on 29.09.2014 until the conclusion of 28th Annual General Meeting to be held in the year 2017. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting.
The Auditors report for fiscal 2016 does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report.
Auditor''s Certificate on Corporate Governance
As required by SEBI(Listing Obligations and Disclosure Requirements) Regulation, 2015, the auditors certificate on corporate governance is enclosed as ANNEXURE-IV to the Boards report.
Secretarial Audit
Mr. Anand Khandelia, Practicing Company Secretary was appointed to conduct the secretarial audit of the Company for the financial year 2015-16, as required under Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
In terms of the provisions of Section 204(1) of the Company Act, 2013 a Secretarial Audit Report in Form MR-3 given by Secretarial Auditor is annexed to this Report (ANNEXURE-III). The Report confirms that the Company had complied with the statutory provision listed under Form MR-3 and the Company also has proper board processes and compliance mechanism. The Secretarial Audit Report doesnot contain any qualification, reservation or adverse remark.
The Report confirms that the Company had complied with the statutory provision listed under Form MR-3 and the Company also has proper board processes and compliance mechanism . The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
Code of Conduct
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Companyâs website www.scintilla.co.in.
All the Board Members, the Senior Management personnel and personnel one level below the Board have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.
Internal Control Systems and Their Adequacy
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Director.
Deposits
The Company being a Non deposit taking NBFC has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.
Loans, guarantees and investments
The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.The detail of the investments made by the Company are given in the notes to the financial statements.
Conservation of Energy, Technology Absorption
Since the Company does not own any manufacturing facility, being an Investment Company, the particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts) Rules, 2014 are not applicable.
Foreign Exchange Earning and Outgo
There is no foreign exchange earnings and outgo during the year under review.
Extract of Annual Return
The extract of Annual Return as for the financial year 2015-2016 in Form No. MGT-9 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is set out as an annexure to this Report. (ANNEXURE V).
Managerial Remuneration
The information required pursuant to Section 197(12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached here as ANNEXURE VI and forms a part of the Directorsâ Report.
There are no employees who are in receipt of remuneration in excess of the limit specified under section 134(3) (q) read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
RBI Guidelines for Non-Banking Financial Companies
The Company has observed all the prudential norms prescribed by the Reserve Bank of India. The Schedule as required in terms of Paragraph 13 of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 2015 is annexed herewith.
Provisions of Sexual Harassment
The provisions of the Sexual Harassment of Women at the work place (Prevention, Prohibition and redressal) Act, 2013 is not attracted on the Company, However the Company has a voluntary policy towards Prevention of Sexual Harassment of Women employees of the Company and has set up a mechanism for registering and prompt redressal of complaints received from all permanent and temporary employees and staffs.
Cautionary Note
The statements forming part of the Directorsâ Report may contain certain forward looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements Acknowledgement
Your Directors take the opportunity of placing their sincere appreciation to the Central Government, State Government, Banks, Financial Institutions, employees, associates, consultants and members of the company for their valuable guidance and support. The Board expects to receive their continued support in the future as well.
For and on behalf of the Board of Directors
Jitendra Kumar Goyal Vidhu Bhushan Verma
Place: Kolkata Managing Director Director
Date: 30/05/2016 (DIN: 00468744) (DIN: 00555238
Mar 31, 2015
The directors have pleasure in presenting their Twenty-sixth Annual
Report on the business and operations of Scintilla Commercial & Credit
Limited (the "Company") together with the audited statement of accounts
for the year ended 31st March, 2015.
Financial Highlights (Standalone and Consolidated)
During the year under review, performance of your company as under:
(in Rs)
Financial Result Year Ended
31.03.2015 Year Ended
31.03.2014
Total Revenue 15191497 2770268
Profit /(Loss) Before Tax 125822 621690
Less: Tax Expenses 105642 118463
Profit /(Loss) After Tax 20180 503227
Balance carried to Balance Sheet 1379177 1426796
The consolidated performance of the group as per consolidated financial
statements is as under:
(in Rs)
Financial Result Year Ended
31.03.2015 Year Ended
31.03.2014
Total Revenue 16014403 3351947
Profit /(Loss) Before Tax 274074 760399
Less: Tax Expenses 108612 119233
Share of Profit / (Loss)
transferred to Minority Interest 57587 62073
Balance Profit / (Loss) C/F
to the next year 1542739 1502662
Operating & Financial Performance
Gross revenues increased to Rs. 15191497/- a growth of around 448.76 %
against Rs. 2770268/- in the previous year. Profit before taxation was Rs.
125822/- against Rs. 621690/- in the previous year. The percentage of
profit has decreased by 79.76% due to onetime exceptional expenditure
towards Initial Listing Fees & Merchant Bankers Fees. After providing
for taxation of Rs.105642/- & Rs. 118463/- respectively, the net profit of
the Company for the year under review was placed at Rs. 20180/- as
against Rs. 503227/- in the previous year.
Change in the nature of business, if any
There is no change in the nature of the business of the Company.
Statutory & Legal Matters
There has been no significant and/or material order(s) passed by any
Regulators/Courts/Tribunals impacting the going concern status and the
Company's operations in future.
Material Changes & Commitments occurring after the end of Financial
Year
No material changes and/or commitments affecting the financial position
of the Company occurred between the end of the financial year to which
the attached financial statements relate to and up to the date of this
report.
Subsidiary / Joint Ventures / Associates
As on March 31, 2015, the Company had three Indian subsidiaries. There
has been change in the number of subsidiaries but there has been no
change in the nature of business of the subsidiaries, during the year
under review. In accordance with Section 129(3) of the Companies Act,
2013, the Company has prepared a consolidated financial statement of
the Company and all its subsidiary companies, which is forming part of
the Annual Report. A statement containing salient features of the
financial statements of the subsidiary companies in the prescribed
format, AOC 1 is also included in the Board Report and is attached as
Annexure I. In accordance with third proviso of Section 136(1) of the
Companies Act, 2013, the Annual Report of the Company, containing
therein its standalone and the consolidated financial statements has
been placed on the website of the Company, www.scintilla.co.in.
Further, as per fourth proviso of the said section, audited annual
accounts of each of the subsidiary companies have also been placed on
the website of the Company at www.scintilla.co.in.
Internal Financial Control
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weaknesses in the design or operation
were observed.
Dividend
With the view to conserve the resources of company your directors
regret to recommend any dividend for the period under report.
Share Capital
The paid up Equity Share Capital as on March 31, 2015 was Rs.
10,02,77,770. During the year under review the company has not issued
any shares or any convertible instruments.
Risk Management
Although the company has long been following the principle of risk
minimization as the norm in every industry, it has now become a
compulsion. The Board members were informed about risk assessment and
after which the Board formally adopted and implemented the necessary
steps for monitoring the risk management plan for the company.
Board of Directors
In accordance with the provisions of Companies Act, 2013 Ms. Bharti
Ranga (DIN: 06864738), Director of the Company retires by rotation and
being eligible offers herself for re-appointment.
At the 25th Annual General Meeting of the company held on 29th
September, 2014 the Company had appointed Mr. Manoj Kumar Mundhara
(DIN: 00097325) and Mr. Vidhu Bhushan Verma (DIN: 00555238) as
independent directors under the Companies Act, 2013 for 5 consecutive
years for a term upto September, 2019.
All independent directors have given declaration that they meet the
criteria of independence as laid down under section 149(6) of the
Companies Act, 2013 and clause 49 of listing agreement.
Meetings of Board and Audit Committee
During the Financial Year 2014-15 ten (10) meetings of the Board of
Directors of the Company and four (4) Audit Committee meetings were
held. The details of which are given in the Corporate Governance
Report. The intervening gap between the Board 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 to fix their remuneration. The Company's
Remuneration Policy is available on the Company's website at
www.scintilla.co.in
Directors' Responsibility Statement
The Board of Directors acknowledges the responsibility for ensuring
compliance with the provisions of section 134(3) (c) read with section
134(5) of the Companies Act, 2013 and Clause 49(III)(D)(4)(a) of the
listing agreement with Stock Exchanges in the preparation of the annual
accounts for the year ended on 31.03.2015 and state that :
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
(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 at the end of the financial year and of the profit and
loss 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 are operating effectively; and
(vi) The directors have devised proper system to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
Related Party Transactions
All Related party transactions that were entered into during the
financial year were on an arms length basis and in the ordinary course
of business. There are no material significant related party
transactions made by the Company during the year that would have
required shareholder approval under Clause 49 of the Listing Agreement.
All related party transactions are reported to the Audit Committee.
Prior approval of the Audit Committee is obtained on a yearly basis for
the transactions which are planned and/ or repetitive in nature and
omnibus approvals are taken within limits laid down for unforeseen
transactions. The disclosure under Section 134(3)(h) of the Companies
Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014
is not applicable. The Policy on Related Party transactions as approved
by the Board has been uploaded on the Company's Website and may be
accessed at the link http://scintilla.co.in/related- party-policy.
The details of the transactions with related parties during 2014-15 are
provided in the accompanying financial statements.
None of the Directors had any pecuniary relationship or transactions
with the Company during the year under review.
Key Managerial Personnel
Mr. Jitendra Kumar Goyal, Managing Director was formally appointed as
Key Managerial Personnel,
Mr. Pankaj Marda was appointed as the Chief Financial Officer, Key
Managerial Personnel w.e.f. 31/03/2015 and Ms. Swati Sharma, Company
Secretary was appointed as Key Managerial Personnel of the Company in
compliance with the provisions of Section 203 of the Companies Act,
2013 w.e.f. 2nd May, 2014 and she resigned on 13th February 2015, no
other Key Managerial Person has been appointed or retired or resigned
during the year under review.
Board Evaluation
Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the
Listing Agreement the Board has carried out annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Committees.
Corporate Governance
Report on Corporate Governance along with the certificate thereon as
obtained from M/s. S. K. Rungta & Co., Chartered Accountants is
separately attached as Annexure II and forms a part of the Directors'
Report.
Vigil Mechanism
In order to ensure that the activities of the Company and its employees
are conducted in a fair and transparent manner by adoption of highest
standards of professionalism, honesty, integrity and ethical behavior
the company has adopted a vigil mechanism policy which is available on
the Company's website www.scintilla.co.in
Corporate Social Responsibility
The provisions of Companies Act, 2013 regarding Corporate Social
Responsibility are not applicable to the Company.
Listing
The shares of the Company are listed on the BSE Limited and The
Calcutta Stock Exchange Limited. The Company's shares are compulsorily
traded in the dematerialized form. The ISIN allotted is INE892C01018.
Statutory Audit
M/s. S. K. Rungta & Co., Chartered Accountants (FRN: 308081E), Kolkata,
were appointed as Statutory Auditors of the Company from the conclusion
of the Annual General Meeting held on 29.09.2014 until the conclusion
of 28th Annual General Meeting to be held in the year 2017. The Company
has received a certificate from the above Auditors to the effect that
if they are reappointed, it would be in accordance with the provisions
of Section 141 of the Companies Act, 2013. Their continuance of
appointment and payment of remuneration are to be confirmed and
approved in the ensuing Annual General Meeting.
Secretarial Audit
Mr. Anand Khandelia, Practicing Company Secretary was appointed to
conduct the secretarial audit of the Company for the financial year
2014-15, as required under Section 204 of the Companies Act, 2013 and
Rules there under. The Qualification remarks were given are mentioned
below:
a) The Company has received a notice from ROC which has been resolved
now.
The Secretarial Audit Report for Financial Year 2014-15 forms a part of
the Director Report is attached here as Annexure III.
Internal Control Systems and Their Adequacy
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit function is defined in the Internal Audit Manual. To
maintain its objectivity and independence, the Internal Audit function
reports to the Chairman of the Audit Committee of the Board & to the
Director.
Deposits
The Company being a Non Banking Financial Company has not accepted any
public deposits and as such, no amount on account of principal or
interest on public deposits was outstanding as on the date of the
balance sheet.
Loans, guarantees and investments
The Company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013.The detail of the
investments made by the Company are given in the notes to the financial
statements.
Conservation of Energy, Technology Absorption
Since the Company does not own any manufacturing facility, being an
Investment Company, the particulars relating to conservation of energy
and technology absorption stipulated in the Companies (Accounts) Rules,
2014 are not applicable.
Foreign Exchange Earning and Outgo
There is no foreign exchange earnings and outgo during the year under
review.
Extract of Annual Return
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith as Annexure IV.
Managerial Remuneration
The information required pursuant to Section 197(12) read with Rule
5(1) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of employees of the Company is
attached here as Annexure V and forms a part of the Directors' Report.
There are no employees who are in receipt of remuneration in excess of
the limit specified under section 134(3) (q) read with Rule 5 (2) and 5
(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
RBI Guidelines for Non-Banking Financial Companies
The Company has observed all the prudential norms prescribed by the
Reserve Bank of India. The Schedule as required in terms of Paragraph
13 of Non-Banking Financial Companies Prudential Norms (Reserve Bank)
Directions, 2015 is annexed herewith.
Acknowledgement
Your Directors take the opportunity of placing their sincere
appreciation to the Central Government, State Government, Banks,
Financial Institutions, employees, associates, consultants and members
of the company for their valuable guidance and support.
For and on behalf of the Board of Directors
Jitendra Kumar Goyal Vidhu Bhushan Verma
Place: Kolkata Managing Director Director
Date: 30/05/2015 (DIN: 00468744) (DIN: 00555238)
Mar 31, 2014
The Members
The Directors have pleasure in submitting their 25th Annual Report
together with the audited accounts for the year ended on March 31,
2014.
STANDALONE FINANCIAL RESULTS
2013 - 2014 2012 - 2013
(Rupees) (Rupees)
Total Income 2770268 2859724
Less: Total Expenditure 2148578 781246
Profit before Tax 621690 2078478
Less: Taxation 118463 396054
Profit after Tax 503227 1682424
Transfer to Special Reserve 100645 336485
Transfer from/(to) Contingent Provisions 88517 (55671)
against Standard Assets
Balance brought forward from Previous year 935697 (354572)
Balance transferred to Balance Sheet 2040347 935697
CONSOLIDATED FINANCIAL RESULTS
2013 - 2014 2012 - 2013
(Rupees) (Rupees)
Total Income 3351947 2859724
Less: Total Expenditure 2591548 1218267
Profit before Tax 760399 1641457
Less: Taxation 119233 396054
Profit after Tax 641166 1245403
Share of (Profit)/Loss transferred
to Minority (62073) 196659
Interest Profit for the year 579093 1442063
DIVIDEND
Your Directors have decided to retain the profits of the Company and
therefore, do not recommend any dividend for the Financial Year ended
on March 31, 2014.
OPERATION OF THE COMPANY
During the year under review the Companies Total Income has decreased
from Rs. 28,59,724/- to Rs. 27,70,268/-. Your Directors feel that
barring unforeseen circumstances the Capital Market and Money Market
should improve and accordingly, the performance of the Company should
be better.
CHANGE IN COMPANIES ACT
The Companies Act, 2013 (''the Act'') and the rules made thereunder has
come into being replacing the existing Companies Act, 1956 and a large
portion of the Act has already become effective. The Company has
already formed/renamed various Committees of the Board in
accordance with the requirements of the Act. The Terms of reference for
various Committees of the Board have also been modified and adopted as
per the provisions prescribed in the Act. Your Company is taking
necessary steps to ensure compliance with the requirements of the new
Act.
The Ministry of Corporate Affairs has vide General Circular 08/2014 No.
1/19/2013-CL-V dated 4th April, 2014 notified that the Financial
Statements and documents required to be attached thereto, Directors
Report and Auditors Report in respect of the Financial years that
commenced earlier than 1st April, 2014 shall be governed by the
relevant provisions of the Companies Act, 1956 and the rules made
thereunder. Consequently the Financial Statements, Directors Report &
Auditors Report for the financial year 2013-14 have been prepared in
accordance with the provisions of the Companies Act, 1956 and
appropriate references have been made in respect of the Act wherever
required.
ANNUAL LISTING FEES
The Company''s shares continue to be listed at The Calcutta Stock
Exchange Limited. The Annual Listing fee for the year 2014-15 has been
paid to the Stock Exchange.
LISTING OF SHARES ON BSE
Our Company has applied for listing of its shares on Bombay Stock
Exchange in accordance with the provisions of the Securities Contracts
(Regulation) Act, 1956, Securities Contracts (Regulation) Rules, 1957,
Companies Act, 1956, Guidelines issued by SEBI and Rules, Bye-laws and
Regulations of BSE.
To avail all the benefits and advantages, the Company is complying with
all the requirements of BSE as and when required to get its shares
listed on BSE also.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
The disclosure of above information is not applicable to the Company.
FOREIGN EXCHANGE EARNINGS & OUTGO
There is no foreign exchange earnings and outgo during the year under
review DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that:
i) that in the preparation of the Annual Accounts, the applicable
accounting standards have been followed alongwith proper explanation
relating to material departures, if any;
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 and of the
profit or loss of the company for that period;
iii) that 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) that the directors have prepared the annual accounts on a going
concern basis. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis report for the year under review as
stipulated under Clause 49 of listing Agreement with the Stock
Exchanges in India is presented in a separate section forming part of
the Annual Report.
As per clause 49 of the Listing Agreement, entered into with the Stock
Exchange, Corporate governance Report and Auditors'' Certificate thereon
are attached and form part of this report.
CORPORATE GOVERNANCE:
The Company has taken adequate steps to ensure that the conditions of
Corporate Governance as stipulated in Clause 49 of the Listing
Agreements of the Stock Exchange are complied with. A detailed report
on Corporate Governance has been included in this report along with a
certificate from the Auditors of the Company regarding compliance of
conditions of Corporate Governance. Further, pursuant to Clause 49 of
the Listing Agreement entered into with the Stock Exchanges,
"Management Discussion and Analysis" report is given separately forming
part of this Report.
PARTICULARS OF EMPLOYEES:
The Company does not have any employee whose particulars are required
to be given pursuant to the provisions of Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975.
DIRECTORS
Ms. Bharti Ranga (DIN- 06864738) who was appointed by the Board as an
Additional Director with effect from 09.05.2014 in terms of Section
161(1) of the Companies Act'' 2013 and whose term of office expires at
the forthcoming Annual General Meeting and in respect of whom the
Company has received a notice in writing from a member proposing her
candidature for the office of Director, be appointed as a Director of
the Company whose period of office shall be liable to determination by
retirement of Directors by rotation.
As per the provisions of the Companies Act'' 2013, Independent Directors
are required to be appointed for a term of five consecutive years and
shall not be liable to retire by rotation. Accordingly, resolutions
proposing appointment of Mr. Manoj Kumar Mundhara (DIN- 00097325) and
Mr. Vidhu Bhushan Verma (DIN- 00555238) as Independent Directors of the
Company, not liable to retire by rotation for a period of five years
from the date of 25th Annual General Meeting subject to approval of the
Members of the Company.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
Independence under the Companies Act, 2013.
Accordingly, the Board recommends the appointment of aforesaid existing
Directors as Independent Directors of the Company w.e.f April, 2014.
During the year under review, Mr. Amar Nath Singh relinquished the post
of Director. Your Company places on record its high appreciation of the
valuable services rendered by Mr. Amar Nath Singh during his tenure as
Director of the Company.
Mr. Navin Kumar Sharma, who was appointed as a Managing Director on
01/08/2009 resigned from the services of the Company on September 30,
2013.The Board places on record its deep appreciation of the
commendable performance and significant contribution made by Mr. Navin
Kumar Sharma during his tenure as Director of the Company.
Mr. Vidhu Bhushan Verma was appointed as a Director of the Company on
September 30, 2014.
STATUTORY AUDITORS
The Statutory Auditors of the Company, M/s. S. K. Rungta & Co., retire
at the conclusion of the ensuing Annual General Meeting. The Statutory
Auditors have confirmed their eligibility and willingness to accept the
office on re-appointment for a period of three years i.e upto the
conclusion of the 28th Annual General Meeting of the Company to be held
in the year 2017. The Company has received their consent letters and
certificates to the effect that their appointment, if made, would be
within the limits prescribed under Section 141 of the Companies Act,
2013 and that they are not disqualified from being appointed as the
Statutory Auditors of the Company.
AUDITORS'' REPORT
The notes to the financial statements referred to in the Auditors''
Report are self-explanatory and do not call for any further
clarification under section 217(3) of the Companies Act, 1956.
SECRETARIAL AUDITORS
In terms of Section 204 of the Company Act, 2013 the Board at its
meeting held on 30th May, 2014 has appointed Mr. Anand Khandelia,
practicing Company Secretaries, as Secretarial Auditor for conducting
Secretarial Audit of the Company for Financial year 2014-15.
PUBLIC DEPOSITS
During the year under review, the Company has not accepted any public
deposits as defined under Section 58A of the Companies Act'' 1956.
RBI GUIDELINES FOR NON-BANKING FINANCIAL COMPANIES
The Company has observed all the prudential norms prescribed by the
Reserve Bank of India. The Schedule as required in terms of Paragraph
13 of Non-Banking Financial Companies Prudential Norms (Reserve Bank)
Directions, 2007 is annexed herewith.
SUBSIDIARIES
As per general exemptions granted vide Government of India, Ministry of
Corporate Affairs'' general circular no. 2/2011 dated 8th February,
2011, the Company has not attached the annual accounts of its
subsidiaries to this Annual Report. As required by the said circular,
the relevant information for each subsidiary has been disclosed in the
consolidated financial statements attached to this Annual Report.
The Company will make available the annual accounts of subsidiaries and
the related information to any Member of the Company who may be
interested in obtaining the same. The annual accounts of subsidiaries
will also be kept for inspection by any Member of the Company at the
registered office of the Company. The Consolidated Financial Statements
presented by the Company include the financial information of its
subsidiaries.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statement of the Company and its subsidiary
Jaimatarani Merchants Limited and Mericogold Trading Limited, prepared
in accordance with Accounting Standards AS-21 "Consolidated Financial
Statements" notified pursuant to the Companies (Accounting Standard)
Rules, 2006, form part of this Annual Report.
ACKNOWLEDGEMENT
The Board of Directors would like to thank the Company''s Clients,
Shareholders, Bankers and all others associated with the Company for
their continued Support.
By Order of the Board of Directors
For Scintilla Commercial & Credit Limited
Place : Kolkata Jitendra Kumar Goyal
Date : 30.05.2014 Managing Director
(DIN 00468744)
Mar 31, 2013
The Members
The Directors have pleasure in submitting their 24th Annual Report
together with the audited accounts for the year ended on March 31,
2013.
FINANCIAL RESULTS
2012 - 2013 2011 - 2012
(Rupees) (Rupees)
Total Income 2859724 296219
Less: Total Expenditure 781246 292752
Profit before Tax 2078478 3467
Less: Taxation 396054 1072
Profit after Tax 1682424 2395
Transfer to Special Reserve 336485 479
Transfer to Contingent Provisions
against Standard Assets 55671 42754
Balance brought forward from Previous year (354572) (313733)
Balance transferred to Balance Sheet 935697 (354572)
DIVIDEND
Your Directors have decided to retain the profits of the Company and
therefore, do not recommend any dividend for the Financial Year ended
on March 31, 2013.
OPERATION OF THE COMPANY
During the year under review the Companies Total Income has increased
from Rs. 2,96,219/- to Rs.28,59,724/-. Your Directors feel that barring
unforeseen circumstances the Capital Market and Money Market should
improve and accordingly, the performance of the Company should be
better.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
The disclosure of above information is not applicable to the Company.
FOREIGN EXCHANGE EARNINGS & OUTGO
There is no foreign exchange earnings and outgo during the year under
review
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that:
i) that in the preparation of the Annual Accounts, the applicable
accounting standards have been followed alongwith proper explanation
relating to material departures, if any;
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 and of the
profit or loss of the company for that period;
iii) that 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) that the directors have prepared the annual accounts on a going
concern basis. CORPORATE GOVERNANCE:
Report on the Corporate Governance as prescribed by the Listing
Agreement is annexed and forms part of Annual Report. A certificate
from Auditors of the Company on compliance of the provisions of
Corporate Governance as mentioned in the Listing Agreement is also
annexed.
PARTICULARS OF EMPLOYEES:
There is no employee falling under the Provisions of Section 217(2A) of
the Companies Act. 1956. DIRECTORS
Sri Jitendra Kumar Goyal, Director who retires by rotation and being
eligible, offers himself for re- appointment.
AUDITORS
The Statutory Auditors of the Company, M/s. S. K. Rungta & Co., retire
at the conclusion of the ensuing Annual General Meeting. The Statutory
Auditors have confirmed their eligibility and willingness to accept the
office on re-appointment for the next term.
RBI GUIDELINES FOR NON-BANKING FINANCIAL COMPANIES
The Company has observed all the prudential norms prescribed by the
Reserve Bank of India. The Schedule as required in terms of Paragraph
13 of Non-Banking Financial Companies Prudential Norms (Reserve Bank)
Directions, 2007 is annexed herewith.
ACKNOWLEDGEMENT
The Board of Directors would like to thank the Company''s Clients,
Shareholders, Bankers and all others associated with the Company for
their continued Support.
By Order of the Board of Directors
For Scintilla Commercial & Credit Limited
Place : Kolkata Navin Kumar Sharma J. K. Goyal
Date : 30.05.2013 Managing Director Director
Mar 31, 2012
The Members
The Directors have pleasure in submitting their 23 rd Annual Report
together with the audi accounts for the year ended on March 31, 2012.
FINANCIAL RESULTS
2011 - 2012 2010 - 2011
(Rupees) (Rupees)
Total Income 296219 557165
Less: Total Expenditure 292752 553316
Profit before Tax 3467 3849
Less: Taxation 1072 1190
Profit after Tax 2395 2659
Transfer to Special Reserve 479 532
Transfer to Contingent Provisions against 42754 57154
Standard Assets
Balance brought forward from Previous year (313733) (258706)
Balance transferred to Balance Sheet (354572) (313733)
DIVIDEND
The Company has inadequate profit during the year under review and
therefore, your Directors expressed their inability to recommend any
dividend for the year ended on March 31, 2012.
OPERATION OF THE COMPANY
During the year under review the Companies Total Income has decreased
from Rs. 5,57,165/- to Rs.2,96,219/-. Your Directors feel that barring
unforeseen circumstances the Capital Market and Money Market should
improve and accordingly, the performance of the Company should be
better.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
The disclosure of above information is not applicable to the Company.
FOREIGN EXCHANGE EARNINGS & OUTGO
There is no foreign exchange earnings and outgo during the year under
review
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that:
i) that in the preparation of the Annual Accounts, the applicable
accounting standards have been followed alongwith proper explanation
relating to material departures, if any;
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 and of the
profit or loss of the company for that period;
iii) that 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) that the directors have prepared the annual accounts on a going
concern basis. CORPORATE GOVERNANCE:
Report on the Corporate Governance as prescribed by the Listing
Agreement is annexed and forms part of Annual Report. A certificate
from Auditors of the Company on compliance of the provisions of
Corporate Governance as mentioned in the Listing Agreement is also
annexed.
PARTICULARS OF EMPLOYEES:
There is no employee falling under the Provisions of Section 217(2A) of
the Companies Act. 1956. DIRECTORS
Sri Navin Kumar Sharma, Managing Director who retires by rotation and
being eligible, offers himself for re-appointment.
AUDITORS
The Statutory Auditors of the Company, M/s. S. K. Rungta & Co., retire
at the conclusion of the ensuing Annual General Meeting. The Statutory
Auditors have confirmed their eligibility and willingness to accept the
office on re-appointment for the next term.
RBI GUIDELINES FOR NON-BANKING FINANCIAL COMPANIES
The Company has observed all the prudential norms prescribed by the
Reserve Bank of India. The Schedule as required in terms of Paragraph
13 of Non-Banking Financial Companies Prudential Norms (Reserve Bank)
Directions, 2007 is annexed herewith.
ACKNOWLEDGEMENT
The Board of Directors would like to thank the Company''s Clients,
Shareholders, Bankers and all others associated with the Company for
their continued Support.
By Order of the Board of Directors
for Scintilla Commercial & Credit Limited
Sd/- Sd/-
Place : Kolkata Navin Kumar Sharma J. K. Goyal
Date : 30.06.2012 Managing Director Director
Mar 31, 2011
The Members
The Directors have pleasure in submitting their 22nd Annual Report
together with the audited accounts for the year ended on March 31,
2011.
FINANCIAL RESULTS
2010-2011 2009-2010
(Rupees) (Rupees)
Total Income 761415 122834495
Less: Total Expenditure 7610302 22790472
Profit before Tax 3849 44023
Less: Taxation j 1190 6801
Profit after Tax 2659 37222
Income Tax for earlier year - 10852
Transfer to Special Reserve 532 7444
Transfer to Contingent Provisions against
Standard Assets 57154 -
Balance brought forward from Previous year (258706) (277632)
Balance transferred to Balance Sheet (313733) (258706)
Dividend
The Company has inadequate profit during the year under review and
therefore, your Directors expressed their inability to recommend any
dividend for the year ended on March 31, 2011.
Operation of the Company
During the year under review the Companies Total Income has decreased
from Rs. 2,28,34,495/- to Rs.76,14,151/-. Your Directors feel that
barring unforeseen circumstances the Capital Market and Money Market
should improve and accordingly, the performance of the Company should
be better.
Conservation of Energy, Technology Absorption
The disclosure of above information is not applicable to the Company.
Foreign Exchange Earnings & Outgo
There is no foreign exchange earnings and outgo during the year under
review
Directors Responsibility Statement
i) that in the preparation of the Annual Accounts, the applicable
accounting standards have been followed alongwith proper explanation
relating to material departures, if any;
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 and of the profit or loss of the company for that
period;
iii) that 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) that the directors have prepared the annual accounts on a going
concern basis. Corporate Governance:
Report on the Corporate Governance as prescribed by the Listing
Agreement is annexed and forms part of Annual Report. A certificate
from Auditors of the Company on compliance of the provisions of
Corporate Governance as mentioned in the Listing Agreement is also
annexed.
Particulars of Employees:
There is no employee falling under the Provisions of Section 217(2A) of
the Companies Act. 1956. Directors
Sri Navin Kumar Sharma, Managing Director who retires by rotation and
being eligible, offers himself for re-appointment.
Auditors
M/s. S. K. Rungta & Co., Chartered Accountants, were appointed as the
Auditors of the Company in place of M/s R. K Periwal & Co., Chartered
Accountants, for the Financial Year 2010-2011. M/s. S. K. Rungta &
Co., Chartered Accountants, the retiring Auditors have expressed their
willingness to be re-appointed.
RBI GUIDELINES FOR NON-BANKING FINANCIAL COMPANIES
The Company has observed all the prudential norms prescribed by the
Reserve Bank of India. The Schedule as required in terms of Paragraph
9BB of Non-Banking Financial Companies Prudential Norms (Reserve Bank)
Directions, 1998 is annexed herewith.
Acknowledgement
The Board of Directors would like to thank the Company''s Clients,
Employees, Shareholders, Bankers and all others associated with the
Company for their continued Support.
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