Directors Report of Twentyfirst Century Management Services Ltd.
Mar 31, 2019
DIRECTORS'' REPORT
Dear Shareholders
The Directors have pleasure in presenting the 33RD ANNUAL REPORT on the business and operations of your company along with the Audited Financial Statements for the year ended 31st March 2019. The Consolidated Financials of the Company and its subsidiaries have been referred.
1. FINANCIAL HIGHLIGHTS
The Financial Results for the year ended 31st March 2019.
|
STANDALONE |
CONSOLIDATED |
|||
|
31/03/2019 |
31/03/2018 |
31/03/2019 |
31/03/2018 |
|
|
Profit/(Loss) from capital market operations |
843.20 |
1034.93 |
(254.08) |
2789.25 |
|
Other income |
14.48 |
30.63 |
8.87 |
41.58 |
|
Profit/(Loss) before depreciation & tax |
704.53 |
842.59 |
(440.74) |
872.48 |
|
Interest |
0.00 |
0.00 |
0.00 |
0.00 |
|
Depreciation |
14.37 |
42.94 |
14.37 |
42.94 |
|
Profit/(Loss) before tax |
690.16 |
799.65 |
(455.11) |
829.54 |
|
Provision for tax |
140.00 |
240.00 |
140.00 |
240.00 |
|
Tax for earlier years |
0.00 |
0.00 |
0.00 |
0.00 |
|
Deferred tax |
(0.59) |
(8.69) |
(0.59) |
(8.69) |
|
Profit/(Loss) aftertax |
550.75 |
568.34 |
(594.52) |
598.23 |
|
Other Comprehensive Income |
(27.15) |
467.02 |
(27.15) |
467.02 |
|
Total Comprehensive Income for the period |
523.6 |
1035.36 |
(621.67) |
1065.25 |
2. BUSINESS & PERFORMANCE
During the year under review, the Company has made Profit of Rs.550.75 lacs, against Profit of Rs.568.34 lacs in the last financial year. The total comprehensive income / profit of the company for the year under review is Rs.523.60 lacs against comprehensive income / profit of Rs.1035.36 lacs in the last financial year.
3. SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2018was Rs.10.50 crore. No additions and alterations to the capital were made during the financial year 2018-19.
4. DIVIDEND
The Directors have not recommended any dividend for the financial year 2018-19.
Your Company has declared and paid a dividend (25%) of Rs.2/50 per share of the face value of Rs.10 each for the financial year 2017-18.The dividend approved by the Members at the Annual General Meeting has absorbed a sum of Rs. 315.94 lacs, inclusive of taxes.
Your Company has declared and paid a dividend (20%) of Rs.2 per share of the face value of Rs.10 each for the financial year 2014-15.The dividend approved by the Members at the Annual General Meeting has absorbed a sum of Rs. 251.99 lacs, inclusive of taxes
Transfer of Unclaimed / Unpaid amounts to the Investor Education and Protection Fund (âIEPFâ)
Pursuant to Section 205A and 205C and other applicable provisions, if any, of the Companies Act, 1956 all unclaimed / unpaid dividend as applicable remaining unclaimed / unpaid for a period of seven years from the date they became due for payment, were required to be transferred to IEPF. Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''IEPF Rules''), both of which were applicable with effect from 7th September 2016, also contain similar provision for transfer of such amounts to the IEPF. Accordingly all unclaimed /unpaid dividend for a period of seven years from the date they became due for payment, in relation to the company have been transferred to the IEPF established by the Central Government. No claim shall be entertained against the company for the amounts so transferred.
The following table gives information relating to outstanding dividend accounts and the dates by which they can be claimed by the shareholders.
|
Financial Year |
Date of Declaration |
Last date for claiming unpaid dividend |
|
2014 -2015 |
17th July 2015 |
16th July 2022 |
|
2017 -2018 |
12th July 2018 |
11th July 2025 |
5. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Our Company has granted loans to wholly owned subsidiary Twenty-first Century Shares a and Securities Limited Loans, guarantees and investments under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.
6. Transfer to General Reserve
Your Company does not propose any transfer of funds to the General Reserve.
7. DEPOSITS
Your Company has not accepted any deposits from the public during the year under review. There are no outstanding deposits as on 31st March 2019.
8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties referred to Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC 2, is appended as Annexure II.
9. MANAGEMENT''S DISCUSSION AND ANALYSIS
In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management''s Discussion and Analysis is set out in this Annual Report Annexure-A.
10. RISK MANAGEMENT REPORT
Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. Therefore, in accordance with the provisions of the listing agreement the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.
The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.
In today''s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.
11. BOARD POLICIES
The details of the policies approved and adopted by the Board are provided in Annexure VIII to the Board''s Report.
12. HUMAN RESOURCES
The well-disciplined workforce which has served the company for the last 5 years lies at the very foundation of the company''s major achievements and shall well continue for the years to come. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The company has always recognized talent and has judiciously followed the principle of rewarding performance.
13. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has amended the POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSEMENT giving effect to the recent amendments in the provisions of the Companies Act, 2013made on 31st July 2018 and SEBI (LODR) Regulations, 2015 and this is available in the website of the company www.tcms.bz > Investor Relations > Corporate Information > Policies.
The Company has constituted an Internal Complaint Committee with three members, as per the provisions of the sexual harassment of women at workplace (prevention, prohibition and redressal) Act, 2013 and complied with the provisions of the same.
Internal Complaint Committee Members
1. Presiding Officer - Ms. Jaylaxmi Mukta (Employee of the Company)
2. Member - Ms. Dipti D.Sakpal (Independent Woman Director of the Company)
3. Member - Mr. BhaskarShetty (CFO of the Company)
The Committee met once in the financial year 2018-19, on 14th November 2018 to assess the position in the company.
The Company has displayed in the Notice Board of the company the particulars regarding
1. Instructions to the employees
2. Procedure to be followed for lodging complaint and in redressal.
3. Complaint mechanism
The Company is committed to provide a safe and conducive work environment to its employees during the financial year. Your Directors state that during the financial year, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
14. SUBSIDIARY COMPANIES
Your Company has one subsidiary viz., TWENTYFIRST CENTURY SHARES AND SECURITIES LIMITED. The subsidiary company is engaged in Investment & Trading in Shares and Derivatives.
There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 (âActâ). Further there has been no material change in the nature of business of the subsidiaries.
Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary company may write to the Company Secretary.
In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries is set out in the prescribed form AOC-1, which forms part of the annual report.
Performance and financial position of the subsidiary companies is given in Annexure-I.
15. CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND SEBI (LODR) REGULATIONS 2015
As per provisions of the SEBI (LODR) Regulations 2015, Management Discussion and Analysis report (ANNEXURE A) and Corporate Governance Report with Auditors'' certificate thereon (ANNEXURE - B) are attached and form part of this report.
16. MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OFREPORT
There are no material changes and commitments occurred between the end of the financial year of the company to which the financial statements relate and the date of the report, affecting the financial position of the company.
17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
18. AUDITORS STATUTORY AUDITORS
Messrs. Lakhani & Lakhani, Mumbai, Chartered Accountants, (Firm Registration Number 115728W) has been appointed as statutory auditors of the company at the Annual General Meeting held on 17th July 2015 from the conclusion of 29th Annual General Meeting till the conclusion of 33rd Annual General Meeting of the company. The term of 5 years of the present Statutory Auditors is expiring at the ensuing 33rd Annual General Meeting (AGM) and they have expressed their inability to continue for the next term of 5 years.
In the place of retiring auditors the Board of Directors of the company has appointed M/s. Shankar & Kishor, Chartered Accountants, Mumbai (Firm Registration Number 112451W) from the conclusion of 33rd Annual General Meeting (From FY2019-20) till the conclusion of 37th Annual General Meeting (Till FY 2023-24) of the company subject to the approval and ratification by the members of the company in the Annual General Meeting (AGM) to be held on 15th July 2019.
REPLY TO THE OBSERVATIONS MADE BY THE STATUTORY AUDITOR
Statutory Auditors in their report have made the following observations:
1. Non Provision of Doubtful Loans & Advances amounting to Rs.2272.77 lacs advanced to its subsidiary company and Group Company.
2. We further report that, had the observation made by us above been considered, the loss for the year would have been Rs.1722.02 lacs (as against the reported profit figure of Rs.550.75 lacs) and loss after considering accumulated figures of previous years would have been Rs.46.62 lacs (as against reported figure of profit of Rs. 2226.15 Lacs) and the balance of amount due from subsidiary company and group company would have been Rs. Nil (as against the reported figure of Rs.2272.77 lacs).
Our Reply: Regarding the observation for non-provision for Doubtful Loans & Advances amounting to Rs.2272.77 lacs made to the subsidiary company and a group company, the management is of the opinion that the subsidiary is confident of repaying the current Short Term Loans & Advances amounting to Rs.2250.64 lacs (considered as Doubtful Loans & Advances by the auditor), representing borrowings made during this financial year 2018-19, in the next fiscal. The subsidiary company is making efforts to repay the dues to the holding company through improved profitability.
In respect of the balance amount of Rs.22.13 lacs is receivable from a related company and the company is proceeding legally to recover the same.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Lakshmmi Subramanian & Associates, Practising Company Secretaries, (CP No.1087, FCS:3534), Company Secretaries to undertake the secretarial audit of the company for three years from the financial year ended 31st March 2019 (FY 2018-19). The Secretarial Audit Report is annexed herewith as ''Annexure Vâ.
REPLY TO THE OBSERVATIONS MADE BY THE SECRETARIAL AUDITOR Secretarial Auditors in their report have made the following observations:
1. The Company is engaged in investment and trading activity with their own surplus funds. However, without any registration/license required under RBI (NBFC Rules and Regulations).
The Company is in the process of filing an application for registration/license required under RBI (NBFC Rules and Regulations).
2. The Company is yet to file relevant forms for appointment of Internal Auditor as required under Section 179(3) of the Companies Act, 2013.
Action has been initiated to file the relevant forms for appointment of Internal Auditor as required under Section 179(3) of the Companies Act, 2013.
3. The Company has not spent expenditure on Corporate Social Responsibility amounting to Rs. 5.30 Lakhs pertaining to FY 2017-18 and 2018-19, though a provision for the same has been made.
The company could not identify proper activity under CSR during the financial year 2018-19 and is confident of spending the amount during the financial year 2019-20.
4. The Company has extended Interest-free Loans to its Wholly-Owned Subsidiary and the compliance of provisions of Section 186(7) of the Companies Act, 2013 is yet to be regularized.
Board of Directors would like to obtain a legal opinion in the matter before proceeding further.
5. The Company is in the process of strictly complying with the observations made in the Secretarial Compliance Report under SEBI (PIT) Regulations.
INTERNAL AUDITORS
All the investments related activities are done under the direct supervision of the Chairman of our company. As per the provisions of the Companies Act, 2013 the company has appointed M/s. Om Prakash S.Chaplot& Co, Chartered Accountants, Mumbai as an Internal Auditor for the company for the financial year 2018-19.
The Company proposes to continue their services and appoint M/s. Om Prakash S.Chaplot & Co, Chartered Accountants, Mumbai as an Internal Auditor for the financial year 2019-20, to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.
19. AUDIT COMMITTEE
The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report
20. CORPORATE SOCIAL RESPONSIBILITY
During the financial year 2017-18, the company has spent Rs.22.75 lacs on the Corporate Social Responsibility (CSR) activities. Your Company knows the importance of Corporate Social Responsibility (CSR) activities of the company under the provisions of the Companies Act, 2013. Accordingly a committee has been formed under the chairmanship of Mr.Sundar Iyer Chairman of the company.
During the financial year 2018-19 the company has provided Rs.5.30 lacs for spending under CSR Activities. The Committee could not identify and approve the activities during the year for such expenditure. The same will be done during the next financial year 2019-20.
The annual report on CSR activities for the financial year 2018-19 is enclosed herewith as Annexure VII
21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE INFLOW & OUTGO
The Company had taken steps to conserve use of energy in its office, consequent to which energy consumption has been minimized. No additional Proposals/ Investments were made to conserve energy. Since the company has not carried on industrial activities, disclosures regarding impact of measures on cost of production of goods, total energy consumption, etc., are not applicable.
Company''s business does not require any technology absorption and hence no reporting is required to be furnished under this heading.
22. BOARD EVALUATION
Pursuant to the provisions of companies Act, 2013 and of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.
23. DIRECTORS AND KEY MANAGEMENT PERSONNEL
At the 28th Annual General Meeting of the company held on 27th June 2014 the company had appointed the existing independent director Shri S.Hariharan (DIN 02545610) as independent director under the companies Act, 2013 for a period of 5 years commencing from 27thJune 2014.The Independent Director has given declaration that he meets the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and listing agreement. The term of this Independent Director expired on 31st March 2019. Fresh appointment of Independent Director is not made this year in his place since the company has got the required number of Independent Directors.
At the 29th Annual General Meeting of the company held on 17th July 2015, the company had appointed the existing Independent Director Shri Iyer Vishwanth (DIN 00137166) for a period of 5 years till 16th July 2020 and Ms. Sita Sunil (DIN 00041722) as an Independent Woman Director for a period of 5 years till 20th April 2020.
At the 31st Annual General Meeting of the company held on 28th September 2017, company appointed Ms. Dipti Dinesh Sakpal (DIN07305797) as Independent Woman Director with effect from 18th April 2017as recommended by the Board of Directors, in the vacancy created on account of the resignation of Independent Woman Director - Ms. Sita Sunil, for a period of 5 years till 17th April 2022.
All the three 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 of listing agreement.
Shri Sundar Iyer (DIN 00481975) Executive Director of our company shall retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. As stipulated in terms of the listing agreement with the stock exchanges, the brief profile of Shri Sundar Iyer is provided in the report on corporate governance, which forms an integral part of this Annual Report.
The Key Management Personnel of the company are as under:
1. Mr. Sundarlyer - Chief Executive Officer
2. Mr. A.V.M.Sundaram- Company Secretary
3. Mr. BhaskarShetty - Chief Financial Officer
24. POLICY OF DIRECTORS'' APPOINTMENT AND REMUNERATION
Company''s policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Act are covered in Corporate Governance Report which forms part of this Report. Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return as provided under Section92(3) of the Act, is enclosed at Annexure-VI in the prescribed form MGT-9 and forms part of this Report.
25. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Directors and members of Senior Management have affirmed compliance with the Code of Conduct for Directors and Senior Management of the Company. A declaration to this effect has been signed by Mr. Sundar Iyer, Chairman & Chief Executive Officer and forms part of the Annual Report.
26. RELATIONSHIP BETWEEN DIRECTORS INTER-SE
Mr.Krishnan Muthukumar, Non-Executive Director is related to Mr.Sundar Iyer, Chairman and Chief Executive Officer of the company. None of the other Directors are related to each other within the meaning of the term ârelativeâ, as per Section 2 (77) of the Act and the provisions of the revised listing agreements.
27. EVALUATION OF DIRECTORS BY INDEPENDENT DIRECTORS'' MEETING
During the year under review, the Independent Directors met on 30thMarch 2019, inter alia to:
i. Review the performance of non-independent directors and the Board as a whole
ii. Review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors
Hi. Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties
28. EVALUATION OF INDEPENDENT DIRECTORS BY DIRECTORS'' MEETING
During the year under review, the Directors (other than Independent Directors) met on 30th March 2019, inter alia to:
i. Review the performance of the independent directors of the company, taking into account the views of executive directors and non-executive directors.
ii. Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
29. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The information about internal financial control system and their adequacy is set out in the Management Discussion & Analysis report which is attached and forms part of this Report.
30. DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a. That in the preparation of the annual financial statements for the year ended 31st March 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made That are reasonable and prudent so as to give a true and fair view of the state of affairs of The Company as at 31st March 2019 and of the profit of the Company for the year ended on that date;
c. That proper and sufficient care has been taken 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. That the annual financial statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
31. INDEPENDENT DIRECTORS'' DECLARATION
Mr. Iyer Vishwanath, Mr.S.Hariharan and Ms. Dipti D. Sakpal, who are Independent Directors, as on 31st March 2019 have submitted a declaration that each of them meets the criteria of independence as provided in Sub-Section (6) of Section 149 of the Act and in terms of the provisions of SEBI (LODR) Regulations, 2015. Further, there has been no change in the circumstances which may affect their status as independent director during the year 2018-19.
32. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
The Company has practice of conducting familiarization program of the independent directors as detailed in the Corporate Governance Report which forms part of the Annual Report.
33. PARTICULARS OF REMUNERATION
The information required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable, as none of the directors of the company are receiving any remuneration from the company.
The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the company. Particulars of remuneration/ Sitting Fees paid are detailed in Annexure-lll to the Director''s Report.
34. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS
During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.
35. VIGIL MECHANISM
The Company has established a vigil mechanism for Directors and employees to report their genuine concerns. For details, please refer to the Corporate Governance Report attached to this Report.
36. ACKNOWLEDGEMENTS
The Board of Directors would like to thank all employees of the Company and also Company''s shareholders, auditors, customers and bankers for their continued support.
37. CAUTIONARY STATEMENT
The statements contained in the Board''s Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.
For and on behalf of the Board
Place: Mumbai Sundar Iyer
Date: 22nd May 2019 Chairman & CEO
Mar 31, 2016
Dear Shareholders
The Directors have pleasure in presenting the 30th ANNUAL REPORT on the business and operations of your company and the Audited Financial Statements together with the Auditors Report for the year ended 3151 March 2016.
1. FINANCIAL HIGHLIGHTS
The Financial Results for the year ended 31st March 2016.
|
Rupees in lacs 31/3/2016 31/03/2015 |
||
|
Profit/(Loss) from capital market operations |
274.82 |
3677.50 |
|
Other income |
13.70 |
35.29 |
|
Profit/(Loss) before depreciation & tax |
103.36 |
3403.94 |
|
Interest |
0.00 |
0.00 |
|
Depreciation |
64.19 |
12.13 |
|
Profit/(Loss) before tax |
39.17 |
3391.81 |
|
Provision for tax |
20.00 |
900.00 |
|
Tax for earlier years |
0.76 |
0.00 |
|
Deferred tax |
(10.20) |
2.31 |
|
Profit/(Loss) after tax |
28.61 |
2489.50 |
2. BUSINESS & PERFORMANCE
During the year under review, the Company has made profit of Rs.28.61 lacs, against profit of Rs.2489.50 lacs in the last financial year. Our company had shifted the focus to concentrate on core business of investments. The Company will make improved profits depending on the Indian Equity market conditions and the global environment.
HUMAN RESOURCES
The well disciplined workforce which has served the company for the last 5 years lies at the very foundation of the companyâs major achievements and shall well continue for the years to come. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The company has always recognized talent and has judiciously followed the principle of rewarding performance.
3. DIVIDEND
Considering the inadequate profit of the company, the Board of Directors is not recommending any dividend for the year 2015-16.
4. TRANSFER OF PROFIT TO GENERAL RESERVE
During the year your Company has not transferred any profits to General Reserve.
5. MATERIAL CHANGES AND COMMITMENTS OF THE COMPANY
There were no material changes and commitments affecting the financial position of the Company between the end of the financial year (March 2016) and the date of the report and there is no significant and material orders passed by the regulators or courts or tribute impacting the going concern status and companyâs operation in future.
6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186
The company has not granted any loans or given any guarantees or made any investments during the year. Hence disclosure of detail under section 186 is not applicable.
7. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188 OF THE COMPANIES ACT 2013.
There were some transactions with related parties during the financial year 2015-16 which were not in conflict with the interest of the company. Suitable disclosures as required under AS-18 have been made in note no.24 of the notes to the financial statements. Details of the transactions are provided in Form AOC-2 which is attached as Annexure
VI. The Board had approved the related party transactions which are not material as defined under clause 23 of the SEBI, LODR 2015.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNING & OUT GO
Companyâs business does not require any technology absorption and hence no reporting is required to be furnished under this heading.
Foreign Exchange inflow and outflow during the year is Nil.
9. RISK MANAGEMENT POLICY
The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Companyâs process and policies for determining risk tolerance and review managementâs measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. The detail risk management policy has been given in the Management Discussion and Analysis report which form part of the Board Report.
10. CORPORATE SOCIAL RESPONSIBILITY
Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy.
During the financial year 2014-15, the company has made reasonably good profit. Your company knows the importance of Corporate Social Responsibility (CSR) activities of the company under the recently introduced provisions of the Companies Act, 2013. Accordingly a committee has been formed under the chairmanship of Mr.Sundar Iyer
- Chairman of the company.
Your Company has provided a sum of Rs.22.04 lacs under Corporate Social Responsibility Expenditure. Since the CSR Committee is yet to identify a project or activities under this Scheme no amount could be spent. The committee is studying the various projects and the activities which can be undertaken by the company and are conscious that these activities must be for the benefit of the community, which need to be nurtured.
11. ANNUAL EVALUATION OF THE BOARD
Pursuant to the provisions of the Companies Act, 2013 and in terms of Regulation 17(10) of the SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the Audit and the Nomination and Remuneration Committees.
Performance Evaluation of Board, Committee and Directors
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the Audit and Nomination & Remuneration Committees and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation.
A structured questionnaire was prepared after taking into consideration of the inputs received from the Directors, covering various aspects of the Boardâs functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interests of the Company and its minority shareholders etc.
The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman of the Board and the Executive Directors was carried out by the Independent Directors.
Code of conduct for Directors and Senior Management
The Board of Directors had adopted a Code of Conduct for the Board Members and employees of the company. This code helps the Company to maintain the standard of business ethics and ensure compliance with the legal requirements of the company
The code is aimed at preventing any wrongdoing and promoting ethical conduct at the Board and employees. The Compliance officer is responsible to ensure adherence to the Code by all concerned
The code lays down the standard of conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders
All the Board Members and the Senior Management personnel have confirmed compliance with the Code
Whistle blower policy/ Vigil mechanism
Pursuant to section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules,2014 and clause 49 of the Listing Agreement, the Board of Directors had approved the policy on vigil mechanism / whistle blower and the same was hosted on the website of the Company. The policy inter-alia provides a direct access to the Chairman of the Audit Committee.
Your Company hereby affirms that no Director / employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.
12. EXTRACT OF ANNUAL RETURN
The details forming part of the extracts of Annual Return in form MGT-9 as provided under sec 92(3) of the Companies Act,2013 is annexed herewith as Annexure - II to this report.
13. BOARD MEETINGS HELD DURING THE YEAR
The board met five times during the financial year and intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
14. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES
Your Company has one subsidiary viz., TWENTYFIRST CENTURY SHARES AND SECURITIES LIMITED. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Actâ). Further there has been no material change in the nature of business of the subsidiaries.
Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary company may write to the Company Secretary.
In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries is set out in the prescribed form AOC-1, which forms part of the annual report.
Performance and financial position of the subsidiary companies is given in Annexure-V - AOC - 1.
15. DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL Directors
The Board consist of one Chief Executive Officer ( Director ) one Non Executive Director, three Independent Directors . Independent Directors are appointed for a period of five years and are not liable to retire by rotation.
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 Regulation 16(b) of the SEBI - Listing Regulations, 2015.
Retirement by Rotation
Pursuant to section 152 of the Companies Act, 2013 Mr.Krishnan Muthukumar retire by rotation at the forthcoming AGM and is eligible for reappointment.
Key Managerial Personnel
Pursuant to Sec 203 of the Companies Act 2013 the company has already appointed three Key Managerial Personnel viz., Chief Executive Officer, Company Secretary and Chief Accounts Officer.
Declaration of Independent Directors
As per the Companies Act 2013, your company had appointed three Independent Directors and they have declared that they meet the criteria of independence in terms of Section 149(6) of the Companies Act 2013 and that there is no change in their status of Independence.
16. POLICY OF DIRECTORSâ APPOINTMENT AND REMUNERATION
Companyâs policy on Directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Act are covered in Corporate Governance Report which forms part of this Report. Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return as provided under Section 92(3) of the Act, is enclosed at Annexure-II in the prescribed form MGT-9 and forms part of this Report.
17. INFORMATION U/S 197(12) OF THE COMPANIES ACT 2013
The information required under section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:
a) Employed throughout the year - Nil
b) Employed for part of the year - Nil
The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the company. Particulars of remuneration paid are detailed in Para VI of Annexure-II -Extract of Annual Return - MGT9
18. STATUTORY AUDITORS
Messrs. Lakhani & Lakhani, Mumbai, Chartered Accountants, (Registration Number 115728W) have been appointed as statutory auditors of the company for a period of five years at the last Annual General Meeting held on 17th July 2015 from the conclusion of 29th Annual General Meeting till the conclusion of 34h Annual General Meeting of the company subject to the ratification of shareholders in every Annual General Meeting. The company has received confirmation from the audit firm regarding their consent and eligibility under section 139 and 141 of the Companies Act 2013 read with the Companies ( Accounts ) Rules, 2014 for appointment as the Auditors of the Company.
The Audit Committee and the Board of Directors of the company have recommended to ratify the appointment of auditors for the financial year 2016-17. The necessary resolution is being placed before the share holders for their approval.
Comment on Statutory Auditor Report
Auditors of the company in their report made an observation that the company has granted interest free loans of Rs.2951.16 lacs to the company listed in the register maintained under section 189 of the Companies Act 2013. But the said loans advanced to the subsidiary company amounting to Rs.2951.16 lacs are doubtful in recovery and the company has not provided for Doubtful Loans & Advances amounting to Rs.2951.16 lacs.
Regarding the observation for no provision for Doubtful Loans & Advances amounting to Rs.2951.16 lacs made to the subsidiary company, the management is of the opinion that the subsidiary company is making efforts to resolve the pending cases in recovering the Trade Receivables of the company which are very old and are under dispute. Further we understand that the subsidiary company is also undertaking investment activities for improving its profitability which will enhance the chances of recovery of interest free loans from the subsidiary company. Hence the company has not provided for the interest free loans as Doubtful Loans & Advances amounting to Rs.2951. 16lacs made to the subsidiary company.
19. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Lakshmmi Subramanian & Associates, Practising Company Secretaries, (CP No.1087:, FCS:3534),Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as âAnnexure VIâ.
Comment on Secretarial Auditor Report
With reference to the remarks made by the secretarial auditor, Mrs. Lakshmmi Subramanian, Practicing Company Secretary, in her secretarial audit report, the company has taken corrective measures during the current financial year.
20. INTERNAL AUDITOR
All the investments related activities are done under the direct supervision of the Chairman of our company. As per the provisions of the Companies Act, 2013 the company has appointed M/s. Om Prakash S.Chaplot & Co, Chartered Accountants, Mumbai as an Internal Auditor for the company for the financial year 2015-16.
The Company proposes to continue their services and appoint M/s. Om Prakash S.Chaplot & Co, Chartered Accountants, Mumbai as an Internal Auditor for the financial year 2016
17, to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.
21. INTERNAL CONTROL POLICY
The Company has, in all material respects, an adequate internal control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31,2016 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control. The internal auditor of the Company regularly conduct audit and submit his quarterly reports, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
22. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your company has always believed in providing a safe and harassment free workplace for every individual working in the Company through various interventions and practices.
The company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.
The company aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour. The Board of Directors are responsible for redressal of complaints related to sexual harassment. During the year ended 31 March, 2016 the Board did not receive any complaints pertaining sexual harassment.
23. DEPOSIT FROM PUBLIC
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on date of the balance sheet.
24. CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND SEBI (LODR) 2015.
Your company is fully complied with the Corporate Governance as laid out in Schedule -II of the SEBI ( LODR ) Regulation 2015. A detailed Corporate Governance Report and Management Discussion & Analysis forming part of the Corporate Governance is attached with this report as an Annexure IV & III
25. DOCUMENTS PLACED ON THE WEBSITE (www.tcms.bz)
The following documents have been placed on the website in compliance with the Act:
Details of Unpaid dividend as per section 124(2)
Corporate Social Responsibility Policy as per section 135(4)(a) Financial Statements of the Company and consolidated financial statements along with relevant documents as per third proviso to section 136(1) Separate audited accounts in respect of subsidiaries as per fourth proviso to section 136(1)
Details of vigil mechanism for Directors and employees to report genuine concerns as per proviso to section 177(10)
The terms and conditions of appointment of Independent Directors as per Schedule IV to the Act.
The code of conduct for Board of Directors and Senior Managers
Familiarization Program for the Independent Directors
Policy on Related Party Transactions
Policy on Material Subsidiary
Code of conduct for Insider Trading and Corporate Disclosure Practices Official News Releases, if any.
26. DIRECTORSâ RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a. that in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made 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, 2016 and of the profit of the Company for the year ended on that date;
c. that proper and sufficient care has been taken 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. that the annual financial statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
27. ACKNOWLEDGEMENTS
The Board of Directors would like to thank all employees of the Company and also Companyâs shareholders, auditors, customers and bankers for their continued support.
For and on behalf of the Board
Place: Mumbai SUNDAR IYER
Date: 18th November 2016 Chairman
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 29thANNUAL REPORT of
your company together with the Auditor''s Report for the year ended 31st
March 2015.
FINANCIAL HIGHLIGHTS
The Financial Results for the year ended 31 March 2015.
Rupees in Lacs
31/33/2015 31/03/2014
Profit / (Loss) from capital market
operations 3677.50 91.26
Other Income 35.29 1 7.09
Profit / (Loss) before Depreciation &
Tax 3403.94 (1 5.42)
Interest 0.00 0.00
Depreciation 12.13 10.98
Profit / (Loss) before tax 3391.81 (26.40)
Provision for tax 900.00 0.00
Deferred tax 2.31 (0.78)
Profit / (Loss) after tax 2489.50 (25.65)
BUSINESS & PERFORMANCE
During the year under review, the Company has made profit of 2489.50
lacs, against loss of Rs.25.65 lacs in the last financial year. Our
company had shifted the focus to concentrate on core business of
investments.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2015 was Rs.10.50
crore. During the year under review the company has reissued 42700
forfeited shares of Rs.10 each at a premium of Rs.25 per share to one
of the Directors of the company.
The company has redeemed 750000 - 12% CUMULATIVE NON-CONVERTIBLE
REDEEMABLE PREFERENCE SHARES of the face value of Rs.100 each,
aggregating Rs.7.50 crore out of the profits of the company during the
financial year 2014-15.
DIVIDEND
The Directors are pleased to recommend payment of the dividend (20%) of
Rs.2 per share of the face value of Rs.10 each for the financial year
2014-15.The dividend if approved by the Members at the Annual General
Meeting will absorb a sum of Rs. 251.99 lacs, inclusive of taxes, which
is provided for in the books.
Your Company has not declared and paid any dividend during the
financial year 2013-14 due to inadequacy of profits.
TRANSFER TO GENERAL RESERVE
Your Company proposes to transfer Rs. 100 lakhs to the General Reserve
HUMAN RESOURCES
The well disciplined workforce which has served the company for the
last 5 years lies at the very foundation of the company''s major
achievements and shall well continue for the years to come. The
management continuously carries out systematic appraisal of performance
and imparts training at periodic intervals to its dedicated work force.
The company has always recognized talent and has judiciously followed
the principle of rewarding performance.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and
has in place a policy on prevention, prohibition and redressal of
sexual harassment at workplace in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules framed there under. During the
financial year 2014-15, the Company has not received any complaints on
sexual harassment.
DOCUMENTS PLACED ON THE WEBSITE (www.tcms.bz)
The following documents have been placed on the website in compliance
with the Act:
* Details of Unpaid dividend as per section 124(2)
* Corporate Social Responsibility Policy as per section 135(4)(a)
* Financial Statements of the Company and consolidated financial
statements along with relevant documents as per third proviso to
section 136(1)
* Separate audited accounts in respect of subsidiaries as per fourth
proviso to section 136(1)
* Details of vigil mechanism for Directors and employees to report
genuine concerns as per proviso to section 177(10)
* The terms and conditions of appointment of Independent Directors as
per Schedule IV to the Act.
* The code of conduct for Board of Directors and Senior Managers
* Familiarization Program for the Independent Directors
* Policy on Related Party Transactions
* Code of conduct for insider trading and Corporate Disclosure
Practices
SUBSIDIARY COMPANIES
Your Company has one subsidiary viz., TWENTYFIRST CENTURY SHARES AND
SECURITIES LIMITED. There are no associate companies within the meaning
of Section 2(6) of the Companies Act, 2013 ("Act"). Further there has
been no material change in the nature of business of the subsidiaries.
Shareholders interested in obtaining a copy of the audited annual
accounts of the subsidiary company may write to the Company Secretary.
In terms of proviso to sub section (3) of Section 129 of the Act, the
salient features of the financial statement of the subsidiaries is set
out in the prescribed form AOC-1, which forms part of the annual
report.
Performance and financial position of the subsidiary companies is given
in Annexure-V.
CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS AND OTHER
INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND LISTING
AGREEMENT
As per Clause 49 of the listing agreement entered into with the stock
exchanges, Management Discussion and Analysis Report (ANNEXURE - III)
and Corporate Governance Report with Auditors'' Certificate thereon
(ANNEXUrE-IV) are attached and form part of this report.
Various information required to be disclosed under the Act and the
Listing Agreement is set out in the ANNEXURE-I and forms part of this
report.
Technology Absorption & Foreign Exchange Inflow & Outgo
Company''s business does not require any technology absorption and hence
no reporting is required to be furnished under this heading.
Foreign Exchange inflow and outflow during the year is Nil.
CORPORATE SOCIAL RESPONSIBILITY
Even though the provisions of Companies Act, 2013 regarding Corporate
Social Responsibility are not attracted to the company yet the Company
has been, over the years, pursuing as part of its corporate philosophy,
an unwritten CSR policy.
During this financial year 2014-15, the company has made reasonably
good profit. Accordingly the company has formed CSR Committee to pursue
the CSR policy which goes much beyond mere philanthropic gestures and
integrates interest, welfare and aspirations of the community with
those of the Company itself in an environment of partnership for
inclusive development.
Your company knows the importance of Corporate Social Responsibility
(CSR) activities of the company under the recently introduced
provisions of the Companies Act, 2013. Accordingly a committee has
been formed under the chairmanship of Mr.Sundar Iyer - Chairman of the
company. The committee is studying various projects and the activities
which can be undertaken by the company and are conscious that these
activities must be for the benefit of the community who need to be
nurtured.
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
the evaluation of the working of its Audit, Nomination & Remuneration
and Stakeholder committee. The manner in which the evaluation has been
carried out has been explained in Corporate Governance Report.
DEPOSITS
Your Company has not accepted any deposits from the public during the
year under review. There are no outstanding deposits as on 31st March
2015.
DIRECTORS
At the 28th Annual General Meeting of the company held on 27 June 2014
the company had appointed the existing independent director Shri
S.Hariharan (DIN 02545610) as independent director under the companies
Act, 2013 for a period of 5 years commencing from 27thJune 2014.
The Independent Director has given declaration that he meets the
criteria of independence as laid down under section 149(6) of the
Companies Act, 2013 and clause 49 of listing agreement.
At a board meeting held on 21st April 2015 the board had appointed Mrs.
Sita Sunil (DIN 00041722) as an Independent Woman Director for a period
of 5 years till 20th April, 2020.
Mr Sundar Iyer, Director (DIN 00481975) of the company shall retire by
rotation at the ensuing Annual General Meeting and being eligible offer
himself for re-appointment.
Mr.Iyer Vishwanth - Independent Director (DIN 00137166) of our company
shall retire by rotation at the ensuing Annual General Meeting and
being eligible offer himself for re-appointment. Mr.Iyer Vishwanath is
appointed as Independent Director, for a period of 5 years commencing
from 17th July 2015. As stipulated in terms of Clause 49 of the listing
agreement with the stock exchanges, the brief profile of Mr Sundar Iyer
Mr.Iyer Vishwanath and Mrs. Sita Sunil, is provided in the report on
corporate governance, which forms an integral part of this Annual
Report.
AUDITORS
STATUTORY AUDITORS
Messrs. Lakhani & Lakhani, Mumbai, Chartered Accountants, (Registration
Number 115728W) have been appointed as statutory auditors of the
company at the last Annual General Meeting held on 27th June 2014 from
the conclusion of 28th Annual General Meeting till the conclusion of
29th Annual General Meeting of the company.
The Board of Directors of the company has recommended the appointment
of Messrs. Lakhani & Lakhani, Mumbai, Chartered Accountants,
(Registration Number 115728W) as statutory auditors of the company from
the conclusion of 29 Annual General Meeting till the conclusion of 33rd
Annual General Meeting of the company, subject to the ratification of
appointment of Statutory Auditors at every annual general meeting by
the shareholders.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s Lakshmmi
Subramanian & Associates, Practising Company Secretaries, (CP No.1087,
FCS 3534),Company Secretaries to undertake the secretarial audit of the
company. The Secretarial Audit Report is annexed herewith as ''Annexure
VI''.
INTERNAL AUDITORS
All the investments related activities are done under the direct
supervision of the Chairman of our company. As per the provisions of
the Companies Act, 2013 the company has appointed M/s. Om Prakash S.
Chaplot & Co, Chartered Accountants as an Internal Auditor for the
company for the financial year 2014-15..
The Company proposes to continue their services and appoint M/s. Om
Prakash S. Chaplot & Co, Chartered Accountants as an Internal Auditor
for the financial year 2015-16, to ensure proper and adequate systems
and procedures commensurate with its size and nature of its business.
ACKNOWLEDGEMENTS
The Board of Directors would like to thank all employees of the Company
and also Company''s shareholders, auditors, customers and bankers for
their continued support.
CAUTIONARY STATEMENT
The statements contained in the Board''s Report and Management
Discussion and Analysis contain certain statements relating to the
future and therefore are forward looking within the meaning of
applicable securities, laws and regulations. Various factors such as
economic conditions, changes in government regulations, tax regime,
other statues, market forces and other associated and incidental
factors may however lead to variation in actual results.
For and on behalf of the Board
Place: Mumbai SUNDAR IYER
Date : 10.06.2015 Chairman
Mar 31, 2013
Dear Shareholders
The Directors have pleasure in presenting the 27thANNUAL REPORT of
your company together with the Auditor''s Report for the year ended
31st March 2013.
FINANCIAL HIGHUGHTS
The Financial Results for the year ended 31st March 2013.
Rupees in Lacs
31/03/2013 31/03/2012
Profit / (Loss) from capital market
operations 5.32 (447.99)
Other Income 7.06 28.23
Profit / (Loss) before Depreciation & Tax (45.96) (746.40)
Interest 0.00 0.00
Depreciation 14.65 19.71
Profit / (Loss) before tax (60.61) (766.11)
Provision for tax 0.00 0.00
Less: Deferred tax liability (asset) (1.48) (2.52)
Profit/(Loss) after tax (59.13) (763.59)
Excess provisions written back 199.40 0.00
Balance b/f from previous year 216.41 216.41
Surplus/(Deficit) carried to Balance Sheet 140.27 (763.59)
BUSINESS & PERFORMANCE
During the year under review, the Company has incurred a loss of
Rs.59.13 Lacs, against the net loss of Rs.763.59 Lacs, in the last
financial year. Our company had shifted the focus on core business of
investments. Further the decreasing volume of business income namely
broking income by subsidiary company  Twenty first Century Shares and
Securities Limited (due to reduction in number of clients of capital
market segment) was a concern. This has made the Board of Directors to
rethink on the composition of business and accordingly it was decided
to wind up the business of Institutional Broking with effect from 1st
July 2013. Further the expenditure on account of personnel and
administration expenses have also been reduced considerably.
DIVIDEND
In the absence of profit during the year, directors regret their
inability to recommend dividend for the financial year 2012-13.
FUTURE PROSPECTS
The global environment is likely to continue to be an area of concern,
although conditions have improved since the beginning of the last
financial year. Growth is likely to improve in the second half of
2013-14.
Since our company is directly related to Equity Market we hope that the
sentiment in the market will improve and our company will have an
opportunity to increase the market operations in improving the
profitability of the company.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a separate section titled "Corporate Governance" has
been annexed to this Annual Report.
DEPOSITS
Your company has not accepted any deposits from the public during the
year under review. There are no outstanding deposits as on 31st March
2013.
PARTICULARS OF EMPLOYEES
The Company has no employees, who are in receipt of remuneration,
requiring disclosure under Section 217(2A) of the Companies Act, 1956.
AUDITORS
M.B. Ladha & Company, Chartered Accountants, Auditors of the company
retire at the ensuing Annual General Meeting and have expressed their
inability to consider reappointment.
Auditors of the company in their report made an observation that, the
company has no internal audit department, commensurate with the size of
the company and nature of its business. Also they have made comment on
non provision of gratuity in the accounts in the event of any employee
leaving services by reason of death or incapability.
Regarding internal audit system, management is of the opinion that (as
the company does not have volume of transaction - other than
investments in Equities - which are directly under supervision of the
Chairman) the decision to have the internal audit system be deferred
and can be considered later.
Regarding non provision of gratuity, the management opines that,
gratuity for the period of services rendered by the employees, is being
paid to the employees leaving services by reason of resignation, and
due to death or incapability, to the legal Ireirs of the deceased or to
the employee disabled and accounted for on cash basis. Hence no
provision is made in the books of the company.
DIRECTORS
Mr. Sundar Iyer and Mr. Iyer Viswanath, Directors of the company shall
retire by rotation at the ensuing Annual General Meeting and being
eligible offer themselves for re - appointment.
As stipulated in terms of Clause 49 of the listing agreement with the
stock exchanges, the brief resume of Mr. Sundar Iyer and Mr. Iyer
Vishwanath, is provided in the report on corporate governance, which
forms an integral part of this annual report.
Mr. Chandramouli, Managing Director of the company has submitted his
resignation as a Director and Managing Director on 29th May 2013 for
personal reasons. Our Board accepted his resignation with effect from
31st May 2013 and has decided to appoint a suitable person in due
course.
PARTICULARS AS REQUIRED UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT,
1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULRS IN THE REPORT OF
BOARD OF DIRECTORS) RULES, 1988.
Conservation of Energy
The Company had taken steps to conserve the use of energy in its
office, consequent to which energy consumption has been minimized. No
additional Proposals/Investments were made to conserve energy. Since
the company has not carried on industrial activates, disclosures
regarding impact of measures on cost of production of goods, total
energy consumption, etc., are not applicable.
Technology Absorption
Company''s business does not require any technology absorption and
hence no reporting is required to be furnished under this heading.
Foreign Exchange Inflow & Outflow
Foreign Exchange inflow and outflow during the year is Nil.
SUBSIDIARY COMPANY
The Company has a subsidiary TWENTYFIRST CENTURY SHARES & SECURITIES
LIMITED. The Company is not attaching copies of the balance sheet and
profit and loss account, reports of Board of Directors and Auditors
thereon, in respect of the subsidiary as required under Section 212(1)
of the Companies Act, 1956 ("the Act") to its accounts as per the
dispensation available pursuant to the directions issued by the
Ministry of Corporate Affairs vide general circular no. 2/2011.
However, as required under the aforesaid circular and pursuant to
Clause 32 of the Listing Agreement, the consolidated financial
statement of the Company duly audited by the statutory auditors forms
part of this Annual Report. The Company shall make available, the
annual accounts and related information of its subsidiary, to those
shareholders who wish to have the copies of the same. Further, these
documents shall be available for inspection by a shareholder at the
registered office of the Company as well as its subsidiary on any
working day, except Saturdays, between 11.00 a.m. and 3.00 p.m.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000
the Directors confirm that:
* In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
* Appropriate accounting principles have been selected and applied
consistently and have 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 31st March, 2013 and of the profit or loss of the
Company for the year ended on that date.
* Proper and sufficient care has been taken 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.
* The annual accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENTS
The Board of Directors would like to thank all employees of the Company
as also Company''s shareholders, auditors, customers and bankers for
their continued support.
For and on behalf of the Board
Place : Mumbai SUNDAR IYER
Date : 30.5.2013 CHAIRMAN
Mar 31, 2012
Dear Shareholders
The Directors have pleasure in presenting the 26th ANNUAL REPORT of
your company together with the Auditor''s Report for the year ended
31st March 2012.
FINANCIAL HIGHUGHTS
The Financial Results for the year ended 31st March 2012.
Rupees in Lacs
31/03/2012 31/03/2011
Profit/(Loss) from capital market operations (447.99) 2296.77
Other Income 28.23 47.72
Profit/(Loss) before Depreciation & Tax (746.40) 874.11
Interest 0.00 0.00
Depreciation 19.71 3.15
Profit/(Loss) before tax (766.11) 870.96
Provision for tax 0.00 175.00
Deferred tax (2.52) 1.18
Profit/(Loss) after tax (763.59) 694.78
BUSINESS & PERFORMANCE
During the year under review, the Company has incurred a loss of Rs.
763.59 Lacs, against the net profit Rs.694.78 Lacs,in the last
financial year. With the sovereign crisis deepening and growth
faltering in 2011 for advanced countries, capital inflows into the
emerging economies had slowed down considerably, Indian markets were
also affected with the Foreign Institutional Investors (Fils) inflows
slowing. This has affected the performance of our company which is
directly related to the market conditions. Hence our Directors are
cautious in giving guidance and projecting profit for the current year.
We look forward to change in the investment climate which is a
possibility in the near foreseeable future.
DIVIDEND
Considering the present conditions of the capital market, and
inadequate profits during the year the directors have decided not to
recommend any dividend to the shareholders for the year.
FUTURE PROSPECTS
The global environment is likely to continue to be an area of concern,
although conditions have improved since the beginning of the last
financial year. Growth is likely to improve in the second half of 2012
and may support the country''s exports and increase access to global
capital. India remains one of the fastest growing economies of the
world, with a projected GDP growth rate of 6.25% to 6.5%. Falling
inflation is also an encouraging factor. Since our company is directly
related to Equity Market we hope that the sentiment in the market will
improve and our company will have an opportunity to increase the market
operations in improving the profitability of the company.
We also hope that the improvement in the market scenario will help our
subsidiary - Trading Member of National Stock Exchange of India Limited
to enhance the services to their Institutional Clients. We expect that
the broking income of the subsidiary will remain stable at the present
levels.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a separate section titled "Corporate Governance" has
been annexed to this Annual Report.
DEPOSITS
Your company has not accepted any deposits from the public during the
year under review. There are no outstanding deposits as on 31s March
2012.
PARTICULARS OF EMPLOYEES
The Company has no employees, who are in receipt of remuneration,
requiring disclosure under Section 217(2A) of the Companies Act, 1956.
AUDITOR''S & AUDIT REPORT
M.B. Ladha & Company, Chartered Accountants, auditors of the company
retire at the ensuing Annual General Meeting and are eligible for
reappointment.
Auditors of the company in their report made an observation that, the
company has no internal audit department, commensurate with the size of
the company and nature of its business. Also they have made comment on
non provision of gratuity in the accounts in the event of any employee
leaving services by reason of death or incapability. In addition they
have also observed that an inoperative bank account amounting to 1.53
lacs exists and the same has neither been closed nor written off.
Regarding internal audit system, management is of the opinion that (as
the company does not have volume of transaction - other than
investments in Equities - which are directly under supervision of the
Chairman) the decision to have the internal audit system be deferred
and can be considered later.
Regarding non provision of gratuity, the management opines that,
gratuity for the period of services rendered by the employees, is being
paid to the employees leaving services by reason of resignation, and
due to death or incapability, to the legal heirs of the deceased or to
the employee disabled and accounted for on cash basis. Hence no
provision is made in the books of the company. Regarding the
inoperative bank account, the Company is looking into the matter
seriously and the audit committee has been ordered to take necessary
steps in this regard.
Regarding the other qualifications mentioned in the Auditors'' Report,
the reply to the remarks made by the auditors in their report are
detailed in the Notes on Accounts well as in the Report itself. Since
the information provided therein are self explanatory they do not call
for any further comments by the Board of Directors.
DIRECTORS
Mr. Iyer Vishwanath and Mr. S. Hariharan, directors of the company
liable to retire by rotation at the ensuing Annual General Meeting
ceased to be the Directors since AGM was not held within the extended
period and have been reinducted as Non- executive - Independent
Directors in the board meeting held on 6th February 2013 and being
eligible offer themselves for re - appointment as Non-executive -
Independent Directors.
Mr. Krishnan Muthukumar appointed as additional director in the board
meeting held on 6th February 2013 being eligible offer himself for
appointment as Non-executive Director.
As stipulated in terms of Clause 49 of the listing agreement with the
stock exchanges, the brief resume of Mr. Iyer Vishwanath, Mr. S.
Hariharan and Mr. Krishnan Muthukumar, is provided in the report on
corporate governance, which forms an integral part of this annual
report.
Due to the overall reconstitution of the Board of Directors, the Annual
General Meeting of the Company shall be held on 14th day of March,
2013, beyond the extended period of date of holding AGM, i.e.
23/12/2012, as approved by Registrar of Companies, Chennai.
PARTICULARS AS REQUIRED UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT,
1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULRS IN THE REPORT OF
BOARD OF DIRECTORS) RULES, 1988.
Conservation of Energy
The Company had taken steps to conserve the use of energy in its
office, consequent to which energy consumption has been minimized. No
additional Proposals/Investments were made to conserve energy. Since
the company has not carried on industrial activites, disclosures
regarding impact of measures on cost of production of goods, total
energy consumption, etc., are not applicable.
Technology Absorption
Company''s business does not require any technology absorption and
hence no reporting is required to be furnished under this heading.
Foreign Exchange Inflow & Outflow
Foreign Exchange inflow and outflow during the year is Nil.
SUBSIDIARY COMPANY
The Company has a subsidiary TWENTYFIRST
CENTURY SHARES & SECURITIES LIMITED. The Company is not attaching
copies of the balance sheet and profit and loss account, reports of
Board of Directors and Auditors thereon, in respect of the subsidiary
as required under Section 212(1) of the Companies Act, 1956 ("the
Act") to its accounts as per the dispensation available pursuant to
the directions issued by the Ministry of Corporate Affairs vide general
circular no. 2/2011. However, as required under the aforesaid circular
and pursuant to Clause 32 of the Listing Agreement, the consolidated
financial statement of the Company duly audited by the statutory
auditors forms part of this annual report. The Company shall make
available, the annual accounts and related information of its
subsidiary, to those shareholders who wish to have the copies of the
same. Further, these documents shall be available for inspection by a
shareholder at the registered office of the Company as well as its
subsidiary on any working day, except Saturdays, between 11.00 a.m. and
3.00 p.m.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000
the Directors confirm that:
* In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
* Appropriate accounting principles have been selected and applied
consistently and have made judgements 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 31st March, 2012 and of the profit or loss of the
Company for the year ended on that date.
* Proper and sufficient care has been taken 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.
* The annual accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENTS
The Board of Directors would like to thank all employees of the Company
as also Company''s shareholders, auditors, customers and bankers for
their continued support.
The Board with regret would like to inform that AGM for the year 2011
-2012 could not be held within the stipulated period/extended time
permitted by Registrar of Companies, Chennai. However the board has
consciously decided to hold the AGM as given in the notice for the AGM
which is annexed with this report.
For and on behalf of the Board
Place : Mumbai SUNDAR IYER
Date: 30th May 2012 CHAIRMAN
Mar 31, 2010
The Directors have pleasure in presenting the 24thANNUAL REPORT of
your company together with the Auditors Report for the year ended 31st
March 2010.
FINANCIAL HIGHLIGHTS
The Financial Results for the year ended 31s March 2010.
Rupees in Lacs
31/03/2010 31/01/2009
Profit from capital market operations 98.74 (1859.70)
Other Income 53.28 40.11
Profit before Depreciations Tax 61.00 (1894.24)
Interest 0.00 0.00
Depreciation 0.96 1.20
Profit before tax 60.04 (1895.44)
Provision for fax/Deferred tax 0.09 0.00
Profit after tax 59.95 (1895.44)
Balance b/f from previous year (282.92) 1612.52
Surplus corried to Balance Sheet (222.97) (282.92)
BUSINESS & PERFORMANCE
During the year under review, the Company turned the corner by making a
profit of Rs.60.04 Lakhs, (though a small amount) as against the net
loss of Rs.1895.44 lacs in the last financial year. Further the
directors are confident that the company shall improve its performance
and the profit of the company in the financial year 2010-11,
considering the present market conditions and economic revival of the
country and the confidence given by the growth prospects of the Indian
Economy.
DIVIDEND
In the absence of adequate profit for the year, your Directors regret
their inability to recommend dividend for the financial year 2009-2010.
FUTURE PROSPECTS
The year ended 31st March 2010, witnessed several new highs in the
Capital Markets. Signs of global recovery, record FN net inflows and
turnaround in corporate profits have contributed favourably to this
recovery. Your company took several conscious decisions in churning
the portfolio of investments by reducing the non-performing stocks and
investing in growth stocks. Though the company could make a small
profit of Rs. 60.04 lacs during this financial year, we are confident
that the growth stocks, which we have identified and added to our
portfolio will boost the value of our investments and may help us in
posting a decent profit during the financial year 2010- 11. There are
signs of recovery across the globe and in the Indian Securities Market.
We expect to post better performance this year, barring unforeseen
circumstances, and would be making profits.
ALLOTMENT OF PREFERENCE SHARES
During the year 2009-10, the company allotted 1,50,000 - 12% redeemable
non convertible preference shares Of Rs.100/- each to the promoters and
their group associates in addition to the 6,00,000 - 12% redeemable
non-convertible preference shares of Rs.100/- each to the promoters and
their group associates alloted in the year 2008-09.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a separate section titled "Corporate Governance" has been
annexed to this Annua! Report.
DEPOSITS
Your company has not accepted any deposits from the public during the
year under review and there are no outstanding deposits as on 31sMarch
2010.
PARTICULARS OF EMPLOYEES
The Company has no employees, who are in receipt of remuneration,
requiring disclosure under Section 217(2A) of the Companies Act, 1956.
AUDITORS
M/s Shankar & Kishor, Chartered Accountants, auditors of the company
retire at the ensuing Annual General Meeting and are eligible for
reappointment.
DIRECTORS
Mr. Iyer Vishwanath and Mr. S. Hariharan, both Independent Directors on
the Board of the company shall retire by rotation at the ensuing annual
general meeting and being eligible offer themselves for re -
appointment. As stipulated in terms of Clause 49 of the listing
agreement with the stock exchanges, the brief resume of Mr. Iyer
Vishwanath and Mr. S. Hariharan, is provided in the report on corporate
governance, which forms an integral part of this annual report.
PARTICULARS AS REQUIRED UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT,
1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULRS IN THE REPORT OF
BOARD OF DIRECTORS) RULES, 1988.
Conservation of Energy
The Company has taken steps to conserve energy in its office use,
consequent to which energy consumption has been minimized. No
additional Proposals/Investments were made to conserve energy. Since
the company has not carried on industrial activites, disclosures
regarding impact of measures on cost of production of goods, total
energy consumption, etc., are not applicable.
Technology Absorption:
The company has neither adopted nor intends to adopt any technology for
its business and hence no reporting is required to be furnished under
this heading.
Foreign Exchange Inflow & Outflow:-
Foreign Exchange inflow and outflow during the year is Nil.
SUBSIDIARY COMPANY
The particulars required to be disclosed u/s. 212(1)(e), read with sub
section (3) of the Companies Act, 1956 for the year ended 31s March
2010 in respect of the Companys subsidiary Twentyfirst Century Shares
& Securities Ltd. is annexed hereto.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000
the Directors confirm that:
* Applicable accounting standards have been adopted in the preparation
of annual accounts along with proper explanation relating to material
departures.
* Appropriate accounting principles have been selected and applied
consistently and have made judgements 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 31st March, 2010 and of the profit or loss of the
Company for the year ended on that date.
* Proper and sufficient care has been taken 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
pi eventing and detecting fraud and other irregularities.
* The annual accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENTS
The Board oi Directors would like to thank all employees of the Company
as also Companys shareholders, auditors, customers and bankers for
their continued support.
For and on behalf of the Board
Place : Mumbai SUNDAR IYER
Date: 24-05-2010 CHAIRMAN
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