Mar 31, 2018
To
The Members,
The Directors have pleasure in presenting their report on business and operations of the Company together with 24th Annual Audited Accounts for the financial year ended 31st March, 2018.
1) Financial Highlights
For the financial year ended 31st March, 2018
(Rs. in Lakhs)
Standalone |
Consolidated |
|||
2018 |
2017 |
2018 |
2017 |
|
Profit/(Loss) before Tax |
(3,368.59) |
137.83 |
(3,383.26) |
136.26 |
Less : Provision for Taxation |
||||
Current Tax |
- |
194.48 |
- |
194.48 |
Deffered Tax |
(340.19) |
108.00) |
(340.19) |
(108.00) |
Current Tax for earlier years |
- |
15.05 |
- |
15.05 |
Profit/(Loss) after Tax |
(3,028.40) |
36.30 |
(3,043.07) |
34.73 |
Add : Balance brought forward from last year Add : Asset restated which was written-off earlier |
4,738.56 |
4,764.85 |
4,313.90 312.99 |
4,341.39 |
Surplus available for appropriation |
1,710.16 |
4,801.15 |
1,583.82 |
4,376.12 |
Less : Appropriations |
||||
Proposed Equity Dividend |
- |
45.97 |
- |
45.92 |
Tax on Proposed Dividend |
- |
9.36 |
- |
9.35 |
Transfer to Reserve Fund u/s 45IC of RBI Act, 1934 |
- |
7.26 |
- |
6.95 |
Surplus carried to Balance Sheet |
1,710.16 |
4,738.56 |
1,583.82 |
4,313.90 |
The Financial Results of the company are elaborated in the Management Discussion Analysis Report (MDAR) section in this Annual Report.
2) Operations
Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report.
3) Dividend
The company continues to evaluate and manage its dividend policy to build long term shareholder value.
Due to paucity of funds, your Directors does not recommend dividend during this year.
4) Unclaimed Dividend Transfer to Investor Education & Protection Fund (IEPF)
The Company sends letters to all shareholders whose dividends are unclaimed so as to ensure that they receive their rightful dues. Efforts are also made in co-ordination with the Registrar to locate the shareholders who have not claimed their dues.
Pursuant to Section 205C of the Companies Act, 1956 read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, during the year under review.
Information related to unclaimed / unpaid dividend of Financial Year 2010-11 |
||
1 |
Unclaimed / unpaid dividend for FY 2009-10 |
Rs 95,892.50 |
2 |
Cumulative unclaimed / unpaid dividend amount up to FY 200910 lying in the credit of IEPF as at 31st March 2018 |
Rs 7,48,315.50 |
3 |
Unclaimed / unpaid dividend amount for the FY 2010-11 as on 31st March, 2018 is due for transfer to IEPF on 18th November, 2018. Note:- Those members who have not yet claimed / encased are requested to claim the same at the earliest before transfer to IEPF. |
Rs 156,676.00 |
Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on Saturday 27th September 2017 (date of last Annual General Meeting) on the Companyâs website (www.intecapital.com) and on the website of the Ministry of Corporate Affairs.
Information related to unclaimed / unpaid dividend of Financial Year 2010-11 |
||
1 |
Date of Declaration of dividend by shareholders in the Annual General Meeting |
14/09/11 |
2 |
Dispatch of dividend shall be done within 30 days from date of declaration of dividend by Shareholders |
14/10/11 |
3 |
Amount of dividend to be Transferred in separate account âUnpaid dividend / unclaimed dividend Accountâ within 7 Years of the expiry of the said 30 days of dispatch as per Section 124(1) of Companies Act, 2013. |
19/11/18 |
4 |
As per Section 124(5) of the Companies Act, 2013, the period of 7 years counted from date of transfer of âUnpaid dividend / unclaimed dividend Accountâ in separate account |
19/10/18 |
5 |
As per section 124(6) of Companies Act, 2013 the unpaid dividend account shall be transferred within 30 days from the expiry of 7 years of dividend transfer in separate account âUnpaid dividend / unclaimed dividend Accountâ |
18/11/18 |
5) Equity Share Capital
The paid-up Equity Share Capital of the Company as on 31 March 2018 is Rs. 18.36 crore.
There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options.
6) Non-Convertible Debentures (NCD)
The Company had issued Listed Fully Secured Redeemable Non-Convertible Debentures amounting Rs. 50 Crore on private placement basis with tenor of 48 months pursuant to section 42 of and applicable provisions of the Companies Act, 2013 read with Companies (Prospectus and Allotment of Securities) Rules, 2014 which helped in Asset Liability Management and strengthened the long term resource base of the Company.
The Debentures issued on private placement basis are listed on BSE. The Company has been regular in servicing all of its debt obligations. The debenture holders can also send in their queries/complaints at the designated email address: complianceofficer@ inteccapital.com
During the year company, the NCD gets redeemed on 4th December 2017 and all the repayments are made to debenture holders. The debenture which was listed in the BSE gets delisted.
NCD Redemption Information |
|
Headings |
Information Furnished |
Nature of instrument |
Fully Secured Redeemable NonConvertible Debentures (NCD) |
Debenture holders |
Nederlandse Financlerings-Maatschappij voor On twikkelingslanden (âDebenture holdersâ). |
Debenture Trustee |
CATALYST TRUSTEESHIP LIMITED (Erstwhile GDA Trusteeship Limited) Plot No 85, Street, Bhusari Colony, Paud Road, Pune - 411038. |
Registrar and Transfer Agents for Fully Secured redeemable Non-convertible Debentures on Private Placement Basis |
BIG SHARE SERVICES PVT. LTD. 306, Right Wing, 3rd Floor, Amrutha Ville, Opp. Yashoda Hospital, Raj Bhavan Rd, Somajiguda, Hyderabad, Telangana 500082 |
Compliance Officer |
Mr. Puneet Sehgal complianceofficer@inteccapital. |
com |
|
Address of BSE |
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 www.bseindia.com |
Scrip Code |
951360 |
ISIN no. as on 31st March, 2017 |
INE017E07023 |
New ISIN no. issued pursuant to revision in terms of NCD on 05th July, 2017 |
INE017E07031 |
Date of Redemption of NCD |
4th December 2017 |
Confirmation received from BSE regarding the delisting of the NCD |
04th January, 2018 |
Effective date of Delisting of NCD as per BSE Confirmation and Records |
08th January, 2018 |
7) Registration with RBI as Non-Deposit Taking NBFC Company and its Disclosures
Your Company is NBFC Company and is registered with Reserve Bank of India on 4th May 1998 as a Non-Banking Financial Institution (Non-Deposit taking). Your company had attained the status of Asset Finance Company and got NBFC-AFC status on 7th April 2014.
In terms of provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015, your Company is categorized as a âSystemically Important Non-Deposit taking Non-Banking Financial Company i.e. NBFC-NDSI-AFCâ.
The disclosures as prescribed by Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015 and other NBFC Directions have been made in this Annual Report.
8) Non Acceptance of Public Deposits
Your Company is Non- Deposit taking NBFC and has not accepted public deposits during the year under review in terms of chapter-V of the Companies Act, 2013 and hence there defaults in repayments of amount of principle or interest as on date of Balance Sheet is not applicable.
9) Credit Rating
During the year under review, the credit ratings / revision in Credit Ratings were done by CARE Ratings, Indiaâs 2nd Largest Rating Agency incorporated in India as âCredit Analysis & Research Limitedâ.
The ratings done by CARE during Financial Year ended 31st March 2018 done during financial 2017-2018 for Facilities is as follows.
CARE Ratings |
|||
Facilities |
Amount (Rs. In Crore) |
Ratings |
Remarks |
Long-term Bank Facilities |
309.15 Crores (reduced from 603.81 Crores) (Rupees Three Hundred Nine Crores and Fifteen Lakhs only) |
CARE BB, Stable [Double B Stable] |
Revised from CARE BBB-[Triple B Minus] |
Non-Convertible Debentures |
Rs. 4.01 Crore (reduced from 30 Crores)( Rupees Four Crores and One Lakh only) |
CARE BB, Stable [Double B Stable] |
Revised from CARE BBB-[Triple B Minus] |
10) Transfer to Reserves
As per Section 45-IC of the Reserve Bank of India Act, 1934 (âRBI Actâ), every NBFC is required to transfer a sum not less than twenty percent of its net profit for the year to the âStatutory Reserve as per Section 45-IC of RBI Actâ. As during the year there is no profit, there is no transfer to the said reserve, (previous year Rs. 7.26 lakhs being 20% of the net profit was transferred to the said reserve).
11) Capital Adequacy Ratio
The Companyâs total Capital Adequacy Ratio (CAR) as on 31st March, 2018 stood at 37.64% as compared to 31.55% for the previous year as a percentage of the aggregate risk weighted assets on balance sheet and risk adjusted value of the off-balance sheet items, which is well above the regulatory minimum of 15%.
12) Depository System
As the members are aware, the Companyâs shares are compulsorily tradable in electronic form.
As on March 31, 2018, the Companyâs total paid-up Capital representing number of shares is in dematerialized form and in physical form is mentioned below.
1 |
Category |
Number of equity shares |
%age of the Companyâs total paid-up share Capital |
1 |
Demat |
18219414 |
99.20 |
2 |
Physical |
146836 |
0.80 |
3 |
Total |
18366250 |
100.00 |
In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the Depositories.
13) Management Discussion Analysis Report (MSAR)
The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(f) & (3) and other applicable regulation read with Schedule - V of SEBI Listing Obligations and Disclosure Requirements Regulations, 2015 (SEBI LODR, 2015) is presented in a separate section and annexed at Annexure - 1 to this report and forms part of the Annual Report.
14) Corporate Governance Report and its Compliance Certificate
The Company is committed to maintain the highest standards of corporate governance and adhere to the Corporate Governance requirements set out by SEBI. The report on Corporate Governance as stipulated under para C , D and E of Schedule V read with regulation 15(1), (2)(a) and other applicable regulation of SEBI LODR, 2015 forms an integral part of this Report.
The Report on Corporate Governance as stipulated is annexed at Annexure - 2 to this report and forms integral part of the Annual Report.
The requisite Certificate from the practicing Company Secretary of the Company confirming compliance with the condition of Corporate Governance as provided under para E of Schedule V read with regulation 15(1), (2)(a) and other applicable regulation of SEBI LODR, 2015 is annexed at Annexure - 3 to this report and forms integral part of the Annual Report.
All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the year 2017-18. A declaration to this effect signed by the Managing Director of the Company in terms of para d of Schedule V read with regulation 15(1), (2)(a) and other applicable regulation of SEBI LODR, 2015 is annexed at Annexure - 4 to this Report and forms integral part of this Annual Report.
The Certificate by Managing Director on financial statements as stipulated under applicable Regulation of SEBI LODR, 2015 is annexed at Annexure - 5 to this report and forms integral part of the Annual Report.
15) Subsidiary Company and its Performance
We have one 100% Wholly Owned Subsidiary i.e. Amulet Technologies Limited which was incorporated as private limited company on 30th April 2011. It converted in public limited company on 27th March 2012.
The Primary objective of company is to offer consultancy, advisory & all related services in all areas of information technology including computer hardware & software, data communication, telecommunications, manufacturing & process control & automation, artificial intelligence, natural language processing.
Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standard- 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the Financial Statements of its Subsidiaries.
Further, Pursuant to Section 129(3) of the Companies Act, 2013, a separate statement containing the salient features of the financial statements of subsidiary Company in the prescribed form AOC-1 has been annexed at Annexure - 6 to this report and forms integral part of the Annual Report.
In terms of provisions of 4th proviso of Section 136 of the Companies Act, 2013, the Company shall place separate Audited Accounts of the Subsidiary Companies on its website at www.inteccapital.com.
The Company will make available physical copies of these documents upon request by any shareholder of the Company/ subsidiary interested in obtaining the same.
These documents shall also be available for inspection at the registered office of the Company during business hours up to the date of ensuing AGM.
16) Performance and Financial Position of Subsidiary Company Included in Consolidated Financial Statement
The detailed report on performance and financial position of subsidiary company is discussed in Management Discussion Analysis Report and also included in the consolidated Financial Statements, pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014
17) Abridged Financial Statements
In accordance with the SEBI LODR, 2015 and Section 136 of the Companies Act, 2013 read with Rule 10 of the Companies (Accounts) Rules, 2014 of the said Act, the Abridged Annual Report containing salient features of the Financial Statements, including Consolidated Financial Statements, for the financial year 2017-18, along with statement containing salient features of the Directorsâ Report (including Management Discussion & Analysis and Corporate Governance Report) is being sent to all shareholders who have not registered their email address(es) for the purpose of receiving documents/ communication from the Company in electronic mode.
Full version of the Annual Report 2017-18 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including Consolidated Financial Statements, prepared as per the requirements of Schedule III to the Companies Act, 2013, Directorâs Report (including Management Discussion and Analysis, Corporate Governance Report and Business Responsibility Report) are being sent via email to all shareholders who have provided their email address(es).
Full version of Annual Report 2017-18 is also available for inspection at the registered office of the Company during working hours upto the date of ensuing Annual General Meeting (AGM). It is also available at the Companyâs website at www. inteccapital.com.
A Cash Flow Statement for the year 2017-18 is attached to the Balance Sheet.
18) Consolidated Financial Statements
Your directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries for the Financial Year ended 31st March 2018 and as prepared in compliance with the Companies Act, 2013, Accounting Standards, SEBI LODR, 2015 and other applicable laws as prescribed.
A separate statement containing the salient features of its subsidiary as per prescribed Form No. AOC- 1 is annexed at Annexure No. 6 separately.
19) Material Changes and Commitments
There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this Annual Report.
20) Significant and Material Orders Passed By the Regulators or Courts
During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.
21) Extract of Annual Return as Per Section 92 (3) of the Companies Act, 2013 in the Prescribed Format VIZ. MGT-9
The extract of Annual Return as on March 31, 2018 in the prescribed Form No. MGT-9, pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 is annexed at Annexure No. 7 and forms integral part of this Report.
22) Corporate Social Responsibility (CSR) Policy and its Report
The Company has in place a CSR Policy in line with Schedule VII of the Companies Act, 2013.
As per the policy, the CSR activities are not just focused around the offices of the Company, but also improves a healthy & prosperous environment and to improve the quality of life for the next generation.
Company undertakes to combat illiteracy for the children of vulnerable sections of society and work towards the goal to make them self-reliant. We are investing through variety of effective programs by not only providing them elementary education but have also undertaken sponsorship for higher education for girl child. In addition to this company has provided infrastructure for education by providing school bags & other facilities. Company focusses on various career counselling sessions, vocational courses, remedial education classes, sports activities to strengthen skill set of children.
These activities are broadly in accordance with the Schedule VII of the Companies Act, 2013.
The Board of Directors and the CSR Committee review and monitor from time to time all the CSR activities being undertaken by the Company.
The Annual Report on Corporate Social Responsibility (CSR) and on CSR Activities Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is annexed at Annexure - 8 to this report which forms integral part of Annual Report
The contents of the CSR Policy as well as the CSR activities undertaken by the Company are available on the Company website.
23) Reasons for not Incurring 2% CSR Expenditure
On the recommendation of the CSR Committee, the Board considers and record the reasons for incurring less CSR Expenditure during financial year 2017-18 as the company had incurred CSR expenditure to the extent of Rs. 2.50 Lacs as against required 2% of Net adjusted profit of preceding last three years amounting Rs. 14.88 Lacs computed in terms of section 198 of the Companies Act, 2013.
- Due to slowdown in economy and increase in NPAs, the company is having declining cash flows, revenue and profits. Accordingly, it is not practicable to spend the 2% of average profit of last 3 financial years. However, the budgeted amount can be increased with the consent of CSR Committee, if cash flows and portfolio quality of the Company improves in coming months.
- However, the company has made lot of efforts in identifying the NGOâs and implementing agencies for which considerable amount of time was invested by the Company and which allowed opportunity to the company to spend Rs. 2.50 Lacs but falls short of statutory limit of 2% amounting Rs. 14.88 Lacs.
24) Related Party Transactions
The Company has in place a Related Party Transactions Policy (RPT Policy) in line with section 188 and other applicable section of the Companies Act, 2013 read with SEBI LODR, 2015. The Policy on RPTs as approved by Board is also uploaded on the Companyâs website www.inteccapital.com
During the financial year under review, in terms of section 134(3) (h) read with sub-section (1) of section 188 read with third proviso of section 188(1) of the Companies Act, 2013 and read with applicable Regulation of SEBI LODR, 2015, your Company has not entered into any material transaction under SEBI Listing Obligations and Disclosure Requirements Regulations, 2015 with any of its related parties which may have potential conflict with the interest of the Company at large.
Besides, during the year under review, all related party transactions done by the Company were in ordinary course of business and at armâs length and were placed in the meetings of Audit Committee for its omnibus approval and subsequently placed before the board for its review and noting pursuant to section 177 of the Companies Act, 2013 read with SEBI LODR, 2015 and read with Companyâs RPT policy.
Your Directors draw attention of the members to Note No. 27.3 to the financial statement which sets out related party transactions.
The disclosures pursuant to section 13(4)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014) in prescribed form AOC-2 is annexed at Annexure - 9 to this report.
25) Board Meeting Held and Attended During the Year by Directors
During the year under review, Five (5) Meetings of the Board of Directors were held and attended by directors as per below mentioned information.
Sl. |
Name |
Resident |
Designation |
Meetings held |
Meetings attended |
1 |
Mr. Sanjeev Goel (DIN - 00028702) |
Indian |
Managing Director |
5 |
5 |
2 |
Mr. S. K. Goel (DIN - 00963735) |
Indian |
Non-executive Independent Director |
5 |
5 |
3 |
Mr. Rakesh Kumar Joshi (DIN -02410620) |
Indian |
Non-executive Independent Director |
5 |
4 |
4 |
Mr. Praveen Sethia (DIN -02310777) (See Note-1) |
Indian |
Non-executive Independent Director |
4 |
3 |
5 |
Mrs. Ritika Goel (DIN 00053387) (See Note-2) |
Indian |
Non-executive Non Independent Woman Director |
3 |
0 |
6 |
Mrs. Kumud Gupta (DIN 00294724) (See Note-3) |
Indian |
Non-executive Independent Woman Director |
2 |
1 |
7 |
Mr. Vishal Kumar Gupta (DIN -02368313) (See Note-4) |
Indian |
Non-executive Nominee Director |
1 |
0 |
Note-1:- Mr. Praveen Sethia has resigned as Nonexecutive Independent Director and has tendered his resignation with effect 30th January 2018 which was taken note by Directors in the Board Meeting held on 09th February, 2018.
Note-2:- Mrs. Ritika Goel has resigned as Nonexecutive Non Independent Woman Director and has tendered his resignation with effect 08th November, 2017 which was noted by Directors in the Board Meeting held on 10th November, 2017.
Note-3:- Mrs. Kumud Gupta was appointed as Nonexecutive Independent Woman Director with effect 10th November 2017 in the Board in the Meeting held on 10th November 2017.
Note-4:- Mr. Vishal Kumar Gupta has resigned as Non-executive, Nominee Directors and has tendered his resignation with effect 8th August 2017 which was taken note by Directors in the Board Meeting held on 11th August 2017.
The detailed note on the Board meetings held and attended during the year is separately mentioned in âCorporate Governance Report sectionâ in this Annual Report.
26) Key Managerial Personnel
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:
Mr. Sanjeev Goel |
Managing Director |
Mr. Puneet Sehgal |
Company Secretary |
Mr. Puhup Srivastav (Note: |
Chief Financial |
Appointed and re-designated |
Officer (CFO) |
Chief Financial Officer w.e.f. |
|
11th August 2017 |
|
Mr. Sudhindra Sharma (Note: |
|
Had resigned as Chief Financial |
|
Officer w.e.f. 20th April 2017) |
27) Committees Of The Board
During the year under review, the company has following below mentioned Committees of Board (COB).
- Audit Committee
- Risk Management Committee
- Nomination and Remuneration Committee
- Corporate Social Responsibility Committee
- Asset Liability Management Committee (ALCO)
- Treasury Committee
- Shareholders/Investorsâ Grievance Committee cum Share Transfer Committee cum Stakeholders Relationship Committee
- Operations Review Committee (ORC) (Dissolved by Board of Directors on 11th August, 2018)
- BTA Implementation Committee (Dissolved by Board of Directors on 10th November, 2018)
The detailed note on the Committees of the Board (COB) covering its memberâs composition, brief terms of reference of the committee, meetings held and attended during the year is separately mentioned in âCorporate Governance Report sectionâ in this Annual Report.
28) Board Of Directors And Changes Among Them
A. Appointment of Directors
During the year under review, one of director was appointed as follows:-
- Mrs. Kumud Gupta (DIN 00294724) (Nonexecutive Independent Woman Director) in the Board of Directors of the Company in the Board Meeting held on 10th November 2017
B. Resignation
During the year under review, the Board had approved the resignation of following directors:-
- Mr. Vishal Kumar Gupta (DIN -02368313) (Nonexecutive Nominee Director) from the Board of Directors of the Company w.e.f. 8th August 2017 and resignation was noted by Board of Directors in its Meeting held on 11th August 2017.
- Mrs. Ritika Goel (DIN 00053387) (Non-executive Non-Independent Woman Director) from the Board of Directors of the Company in the Board Meeting held on 10th November 2017 vide resignation letter dated 8th November 2017.
- Mr. Praveen Sethia (DIN -02310777) (Nonexecutive Independent Director) from the Board of Directors of the Company w.e.f. 30th January 2018 and resignation was noted by Board of Directors in its Meeting held on 9th February 2018.
The Board records the deep appreciation for the contributions of Mr. Vishal Kumar Gupta, Mrs. Ritika Goel and Mr. Praveen Sethia and throughout their directorship and also for the significant contributions they have made to the management of affairs of the Company and for the valuable advises they all had made to the Board from time to time.
C. Re-appointments of director liable to retire by rotation
In the ensuing 24th Annual General Meeting of the Company the Directors recommends the reappointment Mr. Sanjeev Goel (DIN: 00028702) Managing Director on the Board of Directors of the Company who is liable to retire by rotation and being eligible, offer himself for re-appointment, pursuant to the provisions of Companies Act, 2013.
It is noted that Mr. Sanjeev Goel, Managing Director was appointed for a period of five (5) years from 1st April 2015 till 31st March 2020 which was approved by shareholders by passing Special Resolution on 8th May 2015 vide postal ballot notice dated 2nd April 2015 and this re-appointment shall not tantamount to break in the tenure of appointment as Managing Director and all other terms and conditions of the appointment shall also remains unchanged.
D. Independent directors
During the year under review, all the independent directors had submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in section 149 (6) of the Companies Act, 2013 read with applicable provisions of SEBI LODR, 2015 or as per applicable regulation of SEBI LODR, 2015.
E. Fit and proper criteria for directors in terms of Revised Regulatory Framework for NBFC
During the year under review, all the non-executive / independent directors had submitted the âFit and Proper Criteria Declarationâ required pursuant to Revised Regulatory Framework for NBFC notified by RBI vide notification dated 10th November 2015 as part of Corporate Governance norms.
F. Directorsâ profile
A brief resume of Directors, nature of their expertise in specific functional areas and names of companies in which they hold Directorships, Memberships / Chairmanships of Board Committees and shareholding in the Company are provided in this Report.
29) Performance Evaluation of the Board, its Committees And Individual Directors
Pursuant to applicable provisions of the Companies Act, 2013 and SEBI LODR, 2015 and other applicable regulations, circulars etc., the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.
Pursuant to the provisions of the Companies Act, 2013 and in terms of requirement of Regulation 17(10) of SEBI LODR, 2015, 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 Committees. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires.
The Independent Directors had met separately without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of non-independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and NonExecutive Directors.
The Nomination and Remuneration Committee has also carried out evaluation of Directorâs performance during Financial Year 2017-18.
30) Separate Meeting of Independent Director
During the year under review, the Independent Directors of the Company meets without the presence of non-independent directors on Friday February 09th 2018, in terms of Section 149(8) and Schedule - IV and Clause 49 (B) (II) (6) read with regulation 25(3) & (4) of SEBI LODR, 2015, without the attendance of non-independent directors and members of management.
They met to discuss the inter-alia amongst other items the following mandatory items viz., (a) to review the performance of non-independent directors and the Board as a whole; (b) to review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors; (c) to 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.
31) Disclosure On Audit Committee
The Audit Committee as on March 31, 2018 comprises of the following Independent Directors viz., Mr. Rakesh Kumar Joshi, Mr. S.K. Goel Mrs. Kumud Gupta (being made member in the Audit Committee w.e.f. 09th February, 2018)
Further, all recommendations of Audit Committee were accepted by the Board of Directors.
The detailed Audit Committee and its terms of reference and meetings held and attended by the members during the year are mentioned in Corporate Governance Report Section.
During the year under review, the company has complied with the requirements of Section 178 of the Companies Act, 2013 and regulation 18 of SEBI LODR, 2015. The Members of the Audit Committee possess financial / accounting expertise / exposure. The Company Secretary of the Company acts as the Secretary to the Committee.
The Statutory Auditors of the Company attends and participates in the meetings of the Audit Committee.
32) Disclosure on Nomination and Remuneration Committee and Nomination and Remuneration Policy
The Nomination and Remuneration Committee as on March 31, 2018 comprises of the following Directors viz. Mr. S.K. Goel (Non-executive Independent Director), Mr. Rakesh Joshi (Nonexecutive Independent Director) and Mrs. Kumud Gupta (Non-executive Independent Woman Director, being made member in the Committee w.e.f. 09th February, 2018)
Further, all recommendations of Nomination and Remuneration Committee were accepted by the Board of Directors. The detailed Nomination and Remuneration Committee and its terms of reference and meetings held and attended by the members during the year are mentioned in Corporate Governance Report Section.
The detailed Nomination and Remuneration Committee and its terms of reference and meetings held and attended by the members during the year are mentioned in Corporate Governance Report Section.
The Board of Directors of your Company has, on recommendation of the Nomination & Remuneration Committee, framed the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013,
During the year under review, the company has complied the requirements of Section 177 of the Companies Act, 2013 read with applicable regulation 19 of SEBI LODR, 2015. The Company Secretary of the Company acts as the Secretary to the Committee.
The Policy is annexed at Annexure No. 11 to this report which forms integral part of this report. The contents of the policy are uploaded in company website and also stated in the Corporate Governance Report.
33) Familiarization Policy and Programme
The Company has in place a familiarization Programme for its Independent Directors which shall be given to new Independent Directors upon joining and to existing Independent Directors on âneed basisâ. The objective of the familiarization Programme is to provide training to new Independent Directors at the time of their joining so as to enable them to understand the Company - its operations, business, industry and environment in which it functions and the regulatory environment applicable to it. Besides, the Independent Directors are made aware of their role and responsibilities and liabilities at the time of their appointment through a formal letter of appointment, which also stipulates their roles and responsibilities and various terms and conditions of their appointment. Additionally, regular updates on relevant statutory and regulatory changes are regularly circulated to all the Directors including Independent Directors.
During the Financial Year 2017-2018, there is one new Independent Woman Director is inducted on the Board viz. Mr. Kumud Gupta in the Board meeting held on 10th November 2017 and who was given necessary Familiarization / Induction training as per companyâs existing policy on Familiarization Programme for Independent Directors of the Company. The docket containing all Business Policies of the Company and others details as part of Familiarization Programme was also handed over to Mrs. Kumud Gupta. Besides, one NonExecutive Independent Director viz. Mr. Praveen Sethia has resigned from the Board of Directors of Intec Capital Limited w.e.f. 30th January 2018 and resignation was noted in the Board Meeting held on 9th February 2018
The details of Familiarization/ Induction training imparted during Financial Year-2017-18 are as follows:
Heading |
Description |
Nature of Training |
Familiarization/ Induction training |
Date of Training |
Friday 10th November 2017 |
Start Time of Training |
6:00 PM |
End Time of Training |
7:00 PM |
Duration of Familiarization/ |
1 hour |
Induction training |
|
Venue of Training |
703, Manjusha Building, 19, Nehru Place, New Delhi-110019 |
Name of Independent Directors |
<<>> |
attended training |
|
1 Name Designation No. of hours |
|
Mrs. Kumud Non-Executive Independent Woman 1 |
|
Gupta Director |
|
Mr. S.K. Goel Non-Executive Independent Director 1 |
|
<<>> |
|
Company Secretary |
Mr. Puneet Sehgal |
Details of Familiarization/ Induction |
1. Grievance redressal system and mechanism of our borrowers. |
training |
2. Companyâs All Board Level Policies but not limited to following viz. CSR Policy, Related Party Transaction Policy, SEBI Insider Trading Code, SEBI Fair Practice Code, Fair Practice Code (FPC) ion terms of RBI, Fixed Assets Policy, Investment Policy, AML Policies, Code of Conduct for Directors and KMPâs, Familiarization Programme for Independent Directors, Provisioning Policy, Archival Policy, ALM Policy, Risk Management Policy, etc. 3. Companyâs Internal HR policies / processes & other policies but not limited to following, Leave & Attendance Policy, Code of Conduct of Employees, Anti Sexual Harassment policy etc. |
The Familiarization program / policy is uploaded in the company website on our website (http:// inteccapital.com/about-us/board-of-directors/ familiarization-programme/)
34) Disclosure of Board and Committee Meeting Process
A. Board material distributed in advance
The agenda and notes on agenda are circulated to Directors in advance, and in the defined agenda format. All material information is incorporated in the agenda for facilitating meaningful and focused discussions at the meeting. Where it is not practicable to attach any document to the agenda, it is tabled before the meeting with specific reference to this effect in the agenda. In special and exceptional circumstances, additional or supplementary item(s) on the agenda are permitted.
B. Recording minutes of proceedings at board and
The Company Secretary records minutes of proceedings of each Board and Committee meeting. Draft minutes are circulated to Board/Board Committee members for their comments. The minutes are entered in the Minutes Book within 30 days from the conclusion of the meeting.
C. Post meeting follow-up mechanism
The guidelines for Board and Board Committee meetings facilitate an effective post meeting follow-up, review and reporting process for decisions taken by the Board and Board Committees thereof. Important decisions taken at Board/Board Committee meetings are communicated promptly to the concerned departments/divisions. Action-taken report on decisions/minutes of the previous meeting(s) is placed at the succeeding meeting of the Board/Board Committee for noting.
D. Finalization of meetings
The Chairman of the Board and Company Secretary, in consultation with other concerned members of the senior management, finalize the agenda for Board meetings.
E. Compliance
The Company Secretary, while preparing the agenda, notes on agenda and minutes of the meeting(s), is responsible for and is required to ensure adherence to all applicable laws and regulations, including the Companies Act, 1956/ Companies Act, 2013 read with rules issued thereunder, as applicable and the Secretarial Standards as Notified by Ministry Corporate Affairs and issued by the Institute of Company Secretaries of India, as applicable.
35) Directorsâ Responsibility Statement
Pursuant to the requirements of Section 134 (5) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, it is hereby stated that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) 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;
(c) 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;
(d) the Directors have prepared the annual accounts on a going concern basis;
(e) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
36) Internal Financial Control (IFC) and its Adequacy on Financial Reporting
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
The Board of Directors confirms that the company has established systems, standards, processes and structure which supports to implement Internal Financial controls across the organization and which provide reasonable assurance regarding reliability of financial reporting and preparation of financial statements. The Directors Responsibility Statement (DRC) also emphasis that companyâs IFC are adequate and operating effectively with respects to financial statements.
37) Statutory Auditors and Their Report
The Board noted this year consent and eligibility of existing Statutory Auditors viz. S. P. Chopra & Co., Chartered Accountants (Firm No.000346N) for conducting Statutory Audit for the Financial Year 2018-19 ending on 31st March 2019.
It is noted that the requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away with vide notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Statutory Auditors viz. S. P. Chopra & Co., Chartered Accountants (Firm No.000346N), who were appointed in the Annual General Meeting held on Wednesday 27th September 2017 for a first block of five (5) years to hold office from the conclusion of 23rd Annual General Meeting scheduled to be held in Calendar Year 2017 till conclusion of 28th Annual General Meeting scheduled to be held in Calendar Year 2022 for conducting the Annual Statutory Audit for the respective Financial Years viz. starting from Financial Year 2017-2018 till Financial Year 2021-2022.
During the year under review, the current Statutory Auditorâs viz. S. P. Chopra & Co., Chartered Accountants (Firm No.000346N) had submitted their Report for the financial year ended 31st March 2018. The Independent Auditorâs Report (Standalone and Consolidated) of Intec Capital Limited is of unmodified opinion and does not contain any qualifications/ observations/ adverse remarks on true and fair view of Financial Statements (standalone and consolidated) for financial year ended 31st March 2018 presented to the Auditors. The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments.
38) Secretarial Auditor And Their Report
The Board again approved the re-appointment M/s. Sudhanshu Singhal & Associates Represented through Proprietor viz. Mr. Sudhanshu Singhal, Company Secretaries having C.P. No. 8762 to conduct Secretarial Audit for the FY 2018-19.
The Secretarial Audit Report for the year under review does not contain any qualification, reservation or adverse remark or disclaimer made by the secretarial auditor.
The Secretarial Audit Report for the financial year 2017-18 given by Secretarial Auditor in the prescribed form MR-3 is annexed at Annexure - 10 to this Report.
39) Internal Auditor And Their Report
The Board again approved the re-appointment of M/s. Mazars as Internal Auditors to conduct Internal Audit for the FY 2018-19.
During the year under review, Mazars, Internal Auditorâs had submitted their Report for the financial year 2017-18 for various quarters / period to the Audit Committee for its review and necessary action.
40) Risk Management Policy
The Company has in place a Risk Management Policy in line business requirement.
The Risk Management was constituted originally constituted on 8th January 2013 and was reconstituted from time to time according to need of the company. The Risk Management Committee has been entrusted with the responsibility of Formulation of policies, procedures and practices to identify, evaluate, address and monitor risk and to ensure business growth plans are supported by effective risk infrastructure. The Risk practices and conditions adopted are appropriate for the business environment and to assist the Board in discharge of its duties & responsibilities and in overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.
The detailed information on Risk Management Committee its constitution, its meeting held and attended during the year under review is separately mentioned in Corporate Governance Report Section.
The Company has introduced several improvements to existing internal policies / processes / framework / audit methodologies to mitigate / minimize the enterprise risk.
41) Whistle Blower / Vigil Mechanism
The Company promotes ethical behavior in all its business activities and has put in place a mechanism of reporting illegal or unethical behavior. The Company has a whistle blower policy / vigil mechanism in terms of requirement of Section 177 (9) and other applicable provisions of the Companies Act, 2013 read with Regulation 4(2) (d) (iv) of SEBI LODR, 2015 wherein the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as maybe notified by the management to the workgroups. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice
The Whistle Blower / Vigil Mechanism Policy is also available on our Company website to report any genuine concerns about unethical behavior, any actual or suspected fraud or violation of Companyâs Code of Conduct in terms of regulation 46(2)(e) of SEBI LODR, 2015.
The Audit Committee of your company also reviews the functioning of the whistle blower mechanism on quarterly basis;
42) Particulars of Employees, Key Managerial Personnel and Related Disclosures
During the year under review, the information related to Statement of particulars of employees pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year ended 31st March, 2018 is annexed at Annexure - 13 which forms part of this report.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed at Annexure - 14 which forms part of this report.
Also in terms of provisions of section 136(1) of the said Act, these particulars will be made available to shareholder on request. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.
The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the Companyâs website.
None of directors is holding any shares in the company except Mr. Sanjeev Goel, Managing Director holding 644464 fully paid equity shares as individual promoter category
During the year ended March 31, 2018, Mr. Sanjeev Goel, Managing Director was paid the remuneration amounting Rs. 12,999,996 Lacs (Rupees One Crore Twenty Nine Lakhs Ninety Nine Thousand Nine Hundred Ninety Six Only) the break-up of which is mentioned in Annexure -7 of this report, in Compliance with the applicable provisions of the Companies Act, 2013 read with rules made there under in compliance with Schedule V of the Companies Act, 2013 and alsoin conformity with MCA Orderdated 01/08/2017 related to Managing Director remuneration starting from 1st April 2016 till 31st March 2019.
43) Particulars of Loans, Guarantees or Investments Under Section 186 of the Companies Act, 2013
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report pursuant to Section 134(3) (g) of the Companies Act, 2013.
44) Green Initiatives and E-Voting
Under go green Initiative in Corporate Governance we have started go Paperless as a sustainability initiative and minimizing our impact on the environment.
Under this Go Green initiative electronic copies of the Annual Report 2018 and Notice of 24th Annual General Meeting are given to the Memberss whose email addresses are registered with the Company/RTA.
For other members who have not registered their email addresses, physical copy of the Annual Report and Notice of AGM are sent in the permitted mode. Members requiring physical copies can send a request to Compliance Officer of the Company.
The Company is providing e-voting facility to all its members to enable them to cast their votes electronically on all the resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act 2013 and Rule 20 of the Companies (Management and Administration) Rules 2014. The instructions for e-voting is provided in the Notice.
45) Reminder To Investors:
Reminders for unclaimed shares, unpaid dividend are sent to shareholders/debenture holders as per records every year.
46) Disclosures Under Section 217(1)(E) of The Companies Act,1956
The details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is information is furnished below, pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014
47) Annual Report
The Annual Report containing, inter alia, Audited Financial Statement, Consolidated Financial Statements, Directorsâ Report, Auditorsâ Report and other important information is circulated to members and others entitled thereto. The Managementâs Discussion and Analysis (MD&A) Report forms part of the Annual Report and is displayed on the Companyâs website.
48) BSE Corporate Compliance & Listing Centre (The âListing Centreâ):
BSEâs Listing Centre is a web-based application designed for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, media releases, among others are also filed electronically on the Listing Centre.
49) SEBI Complaints Redress System (Scores)
The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are: Centralized database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status.
50) HRD Initiatives- Training & Development
The Company recognizes the importance of Human Resource and the continuous need for development of the same. The Company stresses on the need to continuously upgrade the competencies of its employees and equip them with the latest developments. In order to achieve this, the Company organizes various programs including inhouse training and professional skills development programs across all levels of employees. The company also focused on Regional Level Induction & training covering corporate presentations & function specific knowledge and skills. Training Basic Certification Module Process for Sales and Collection has also been implemented and has achieved 45 certifications.
As part of HRD Initiatives, the company has started giving Monthly Extra Miler awards based on various parameters viz. Result, Boundary less Behavior, Operational Excellence, Positive Attitude & Behavior
51) Report Under the Prevention of Sexual Harassment Act
Your Company recognizes its responsibility and continues to provide a safe working environment for women, free from sexual harassment and discrimination and to boost their confidence, morale and performance.
Pursuant to the legislation âPrevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013â introduced by the Government of India, which came into effect from 9 December 2013, the Company has framed a Policy on Prevention of Sexual Harassment at Workplace which is also reviewed by the Committee at regular intervals. There was no case reported during the year under review under the said Policy.
The employee relations in the Company continued to be healthy, cordial and progressive.
52) Acknowledgements
The Board of Directors would like to convey their appreciation to the Customers, Shareholders, Vendors, Banks, Financial Institutions, various Government Authorities, RBI, SEBI and Stock Exchanges for their cooperation and support throughout the year.
The Board recognizes that it is accountable to shareholders for the performance of the Company, believes in transparency in its conduct and strives to disseminate the material information to the shareholders and the public.
Looking forward to receive continued patronage from all our business partners and associates to become better and strong organization.
The Board of Directors would also place on record the appreciation for the contributions made by the employees at all levels.
Your Directors place on record their gratitude to the Central Government, State Governments and Companyâs Bankers for the assistance, cooperation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.
For Intec Capital Limited
Date : 28th August 2018 Sanjeev Goel S.K. Goel
Place : New Delhi Managing Director Non-executive, Independent Director
Mar 31, 2016
To
The Members,
The Directors have pleasure in presenting their report on business and operations of the Company together with 22nd Annual Audited Accounts for the financial year ended 31st March, 2016.
1) Financial Highlights
For the financial year ended 31st March, 2016:
(Rs. in lakhs)
Particulars |
Standalone |
Consolidated |
||
2016 |
2015 |
2016 |
2015 |
|
Profit/(Loss) before tax |
994.66 |
965.42 |
892.03 |
860.60 |
Less: Provision for Taxation |
||||
Current Tax |
147.96 |
620.27 |
147.96 |
620.24 |
Deferred Tax |
203.68 |
(298.09) |
203.68 |
(298.09) |
Current Tax for earlier years |
- |
- |
- |
- |
Profit/(Loss) after tax |
643.02 |
643.24 |
540.39 |
538.45 |
Add: Balance brought forward from last year |
4250.45 |
3868.11 |
3929.61 |
3652.10 |
Less: Adjustment of goodwill relating to earlier years |
0.00 |
0.00 |
0.00 |
0.00 |
Less: Adjustment of assignment income relating to earlier |
0.00 |
10.42 |
0.00 |
10.42 |
years |
||||
Less: Accelerated depreciation due to transition provision |
0.00 |
11.23 |
0.00 |
11.23 |
Surplus available for appropriation |
4893.47 |
4489.70 |
4470.00 |
4168.90 |
Less: Appropriations |
||||
Proposed Equity Dividend |
0.00 |
91.83 |
0.00 |
91.83 |
Preference Dividend |
0.00 |
0.00 |
0.00 |
0.00 |
Tax on Proposed Dividend |
0.00 |
18.77 |
0.00 |
18.81 |
Transfer to Reserve Fund u/s 45IC of RBI Act, 1934 |
128.60 |
128.65 |
0.00 |
128.65 |
Surplus carried to Balance Sheet |
4764.85 |
4250.45 |
4341.40 |
3929.61 |
The Financial Results of the company are elaborated in the Management Discussion Analysis Report (MDAR) section in this Annual Report.
2) Operations
Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report.
3) Dividend
The company continues to evaluate and manage its dividend policy to build long term shareholder value.
Your Directors recommends a Final Dividend of Rs.0.25 (i.e. 2.5%) per Equity Share having face value of Rs. 10/- each on the fully paid up Equity Share Capital of the Company for the Financial Year ended 31st March 2016.
The Final Dividend paid for the Financial Year ended 31st March 2015 is Rs.0.50 (i.e. 5%) per Equity Share having face value of Rs. 10/- each on the fully paid up Equity Share Capital of the Company.
The Final Dividend, if approved by the members in the forthcoming 22nd Annual General Meeting, will be paid to the eligible members as per stipulated Companies Act.
The dividend will be paid to members whose names appear in the Register of Members as on record date as mentioned in forthcoming Notice of 22nd Annual General Meeting and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.
4) Unclaimed Dividend Transfer to Investor Education & Protection Fund (IEPF)
The Company sends letters to all shareholders whose dividends are unclaimed so as to ensure that they receive their rightful dues. Efforts are also made in co-ordination with the Registrar to locate the shareholders who have not claimed their dues.
Pursuant to Section 205C of the Companies Act, 1956 read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, during the year under review, The unclaimed / unpaid dividend for FY 2007-08 amounting Rs. 171,374/- (Rupees One Lakh Seventy One Thousand Three Hundred Seventy Four only) have been transferred / credited to IEPF on 06th November, 2015. The cumulative unclaimed / unpaid dividend amount up to FY 2007-08 lying in the credit of IEPF as at 31st March 2016 is amounting Rs.486,308/- (Rupees Four Lakh Eighty Six Thousand Three Hundred Eight Only.)
Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 24th September 2015 (date of last Annual General Meeting) on the Companyâs website (www.intecapital. com) and on the website of the Ministry of Corporate Affairs.
The unclaimed / unpaid dividend amount for the FY 2008-09 as on 31st March, 2016 is due for transfer to IEPF on 31st October 2016 amounting Rs. 1,66,114.50 (Rupees One Lakh Sixty Six Thousand One Hundred Fourteen and Paisa Fifty only.)
Those members who have not yet claimed / encased are requested to claim the same at the earliest before transfer to IEPF.
5) Equity Share Capital
The paid-up Equity Share Capital of the Company as on 31 March 2016 is Rs. 18.36 crore.
There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options.
6) Non-Convertible Debentures (NCD)
The Company had issued Listed Fully Secured Redeemable Non-Convertible Debentures amounting Rs. 50 Crore on private placement basis with tenor of 48 months pursuant to section 42 of and applicable provisions of the Companies Act, 2013 read with Companies (Prospectus and Allotment of Securities) Rules, 2014 which helped in Asset Liability Management and strengthened the long term resource base of the Company.
The Debentures issued on private placement basis are listed on BSE. The Company has been regular in servicing all of its debt obligations. The debenture holders can also send in their queries/complaints at the designated email address: [email protected] The details of NCD are as follows:
Debenture Trustee : GDA Trusteeship Limited
Plot No 85, Street, Bhusari Colony, Paud Road, Pune - 411038.
Registrar and Transfer : BIG SHARE SERVICES PVT. LTD. Agents for Fully Secured 306, Right Wing, 3rd Floor, redeemable Non- Amrutha Ville, Opp. Yashoda
convertible Debentures Hospital, Raj Bhavan Rd, on Private Placement Somajiguda, Hyderabad,
Basis Telangana 500082
Compliance Officer : Mr. Puneet Sehgal
[email protected] Address of BSE : Phiroze Jeejeebhoy Towers, Dalal
Street, Mumbai - 400 001 www.bseindia.com Scrip Code : 951360
ISIN No. : INE017E07023
7) Registration as a Systemically important non-deposit taking Assets Finance Company NBFC (NDSI-AFC) and its Disclosures
Your Company is NBFC Company and is registered with Reserve Bank of India on 4th May 1998 as a Non-Banking Financial Institution (Non-Deposit taking). Your company had attained the status of Asset Finance Company and got NBFC-AFC status on 7th April 2014.
In terms of provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015, your Company is categorized as a âSystemically Important Non-Deposit taking Non-Banking Financial Company i.e. NBFC-NDSI-AFCâ.
The disclosures as prescribed by Non-Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015 and other NBFC Directions have been made in this Annual Report.
8) RBI Revised Regulatory Framework and Corporate Governance Directions
During the year under review, the RBI has further strengthened the comprehensive Revised Regulatory framework for Nonbanking Financial Companies which was earlier notified on 10th November 2014 and further amended on 10th April 2015.
The key changes in âAmended Revised Regulatory Frameworkâ are namely (a) NBFCs shall furnish to the Reserve Bank a quarterly statement on change of directors certified by the auditors and a certificate from the Managing Director that fit and proper criteria in selection of directors have been followed ; (b) The age limit prescribed as above has been done away with and provisions in Companies Act, 2013 in this regard shall apply ; (c) That circulation of minutes within two business days is not mandatory and provisions in Companies Act, 2013 in this regard shall apply ; (d) Introduction of Corporate Governance Directions viz. âNon-Banking Financial Companies - Corporate Governance (Reserve Bank) Directions, 2015â.
Your company is adhering to RBI amended Revised regulatory framework and also newly introduced Corporate Governance Directions
9) Non acceptance of Public Deposits
Your Company is Non- Deposit taking NBFC and has not accepted public deposits during the year under review in terms of chapter-V of the Companies Act, 2013 and hence there defaults in repayments of amount of principle or interest as on date of Balance Sheet is not applicable.
10) Credit Rating
During the year under review, the credit ratings / revision in Credit Ratings were done by CRISIL, Indiaâs 1st Credit Rating Agency incorporated in India as âCRISIL Limitedâ and also by CARE Ratings, Indiaâs 2nd Largest Rating Agency incorporated in India as âCredit Analysis & Research Limitedâ.
The revision in ratings done by CARE during Financial Year 2015-16 is as follows.
CARE Ratings |
|||
Facilities |
Amount (Rs. In Crore) |
Ratings |
Remarks |
Long-term Bank Facilities |
675 (Rupees Six Hundred Seventy Five crore only) |
CARE BBB [Triple B] |
Revised from CARE BBB [Triple B plus] |
Non-Convertible Debentures |
Rs. 50 Crore |
BBB [Triple B] |
Revised from CARE BBB [Triple B plus] |
Commercial Paper The rating is based on the credit enhancement in the form of unconditional and irrevocable stand by letter of credit (SBLC) from Bank of Maharashtra rated CARE AA (Lower Tier II Bonds) |
Rs. 10 Crore |
CARE A1 (SO) [A One Plus (Structured Obligation) |
Reaffirmed |
Commercial Paper The rating is based on the credit enhancement in the form of unconditional and irrevocable stand by letter of credit (SBLC) from Central Bank of India rated CARE AA- (Lower Tier II Bonds) |
Rs. 10 Crore |
CARE A1 (SO) [A One Plus (Structured Obligation) |
Assigned |
The ratings done by CRISIL during Financial Year 2015-16 for Total Bank Loan Facilities is as follows.
CARE Ratings |
|||
Facilities |
Amount (Rs.) |
Ratings |
Remarks |
Total Bank Loan Facilities Rated |
Rs. 500 Million |
CRISIL BBB/S table (Assigned) |
Assigned |
11) Transfer to Reserves
During the year under review Company has transferred Rs 128.60 Lakhs to the Reserves Fund from the profits of the Company in accordance with the provisions of Section 45IC of the Reserve Bank of India Act, 1934.
12) Capital Adequacy Ratio
The Companyâs total Capital Adequacy Ratio (CAR) as on 31st March, 2016 stood at 22.99% as compared to 21.54% for the previous year as a percent of the aggregate risk weighted assets on balance sheet and risk adjusted value of the off-balance sheet items, which is well above the regulatory minimum of 15%
13) Depository System
As the members are aware, the Companyâs shares are compulsorily tradable in electronic form.
As on March 31, 2016, the Companyâs total paid-up Capital representing number of shares is in dematerialized form and in physical form is mentioned below.
Category |
Number of equity shares |
%age of the Companyâs total paid-up share Capital |
|
1 |
Demat |
18119690 |
98.66 |
2 |
Physical |
246560 |
1.34 |
3 |
Total |
18366250 |
100 |
In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the Depositories.
14) Management Discussion Analysis Report (MDAR)
The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(f) & (3) and other applicable regulation read with Schedule - V of SEBI Listing Obligations and Disclosure Requirements Regulations, 2015 (SEBI LODR, 2015) is presented in a separate section and annexed at Annexure - 1 to this report and forms part of the Annual Report.
15) Corporate Governance Report and its Compliance Certificate
The Company is committed to maintain the highest standards of corporate governance and adhere to the Corporate Governance requirements set out by SEBI. The report on Corporate Governance as stipulated under para C , D and E of Schedule V read with regulation 15(1), (2)(a) and other applicable regulation of SEBI LODR, 2015 forms an integral part of this Report.
The Report on Corporate Governance as stipulated is annexed at Annexure - 2 to this report and forms integral part of the Annual Report.
The requisite Certificate from the practicing Company Secretary of the Company confirming compliance with the condition of Corporate Governance as provided under para E of Schedule V read with regulation 15(1), (2)(a) and other applicable regulation of SEBI LODR, 2015 is annexed at Annexure - 3 to this report and forms integral part of the Annual Report.
All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the year 2015-16. A declaration to this effect signed by the Managing Director of the Company in terms of para d of Schedule V read with regulation 15(1), (2)(a) and other applicable regulation of SEBI LODR, 2015 is annexed at Annexure - 4 to this Report and forms integral part of this Annual Report.
The Certificate by Managing Director and Chief Financial Officer on financial statements as stipulated under applicable Regulation of SEBI LODR, 2015 is annexed at Annexure - 5 to this report and forms integral part of the Annual Report.
16) Subsidiary Company and its performance
We have one 100% Wholly Owned Subsidiary i.e. Amulet Technologies Limited which was incorporated as private limited company on 30th April 2011. It converted in public limited company on 27th March 2012.
The Primary objective of company is to offer consultancy, advisory & all related services in all areas of information technology including computer hardware & software, data communication, telecommunications, manufacturing & process control & automation, artificial intelligence, natural language processing.
Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standard- 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the Financial Statements of its Subsidiaries.
Further, Pursuant to Section 129(3) of the Companies Act, 2013, a separate statement containing the salient features of the financial statements of subsidiary Company in the prescribed form AOC-1 has been annexed at Annexure - 6 to this report and forms integral part of the Annual Report.
In terms of provisions of 4th proviso of Section 136 of the Companies Act, 2013, the Company shall place separate Audited Accounts of the Subsidiary Companies on its website at www. inteccapital.com.
The Company will make available physical copies of these documents upon request by any shareholder of the Company/ subsidiary interested in obtaining the same.
These documents shall also be available for inspection at the registered office of the Company during business hours up to the date of ensuing AGM.
17) Performance and Financial Position of Subsidiary Company
Your Company has one subsidiary in the name of Amulet Technologies Limited, which is wholly owned subsidiary and was incorporated on 11th April 2011 and has completed 5 years 11 months of incorporation in FY 2015-16.
The companyâs main objective is to carry on business in the field of information technology and to also design, develop, invent, research, prepare, manufacture and give consultancy in the area of software development, information technology, internet technology and activities facilitated directly or indirectly by information technology and internet technology.
The Company, however, is yet to start its full-fledged operations hence performance of the company is not discussed in the Management Discussion Analysis Report. The financial position of subsidiary company is included in the consolidated Financial Statements, pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014
18) Abridged Financial Statements
In accordance with the listing agreement with Stock Exchanges and Section 136 of the Companies Act, 2013 read with Rule 10 of the Companies (Accounts) Rules, 2014 of the said Act, the Abridged Annual Report containing salient features of the Financial Statements, including Consolidated Financial Statements, for the financial year 2015-16, along with statement containing salient features of the Directorsâ Report (including Management Discussion & Analysis and Corporate Governance Report) is being sent to all shareholders who have not registered their email address(es) for the purpose of receiving documents/ communication from the Company in electronic mode.
Full version of the Annual Report 2015-16 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including Consolidated Financial Statements, prepared as per the requirements of Schedule III to the Companies Act, 2013, Directorâs Report (including Management Discussion and Analysis, Corporate Governance Report and
Business Responsibility Report) are being sent via email to all shareholders who have provided their email address(es).
Full version of Annual Report 2015-16 is also available for inspection at the registered office of the Company during working hours upto the date of ensuing Annual General Meeting (AGM). It is also available at the Companyâs website at www. inteccapital.com.
A Cash Flow Statement for the year 2015-16 is attached to the Balance Sheet.
19) Consolidated Financial Statements
The directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries for the Financial Year ended 31st March 2016 and as prepared in compliance with the Companies Act, 2013, Accounting Standards and the Listing Agreement as prescribed by SEBI.
A separate statement containing the salient features of its subsidiary as per prescribed Form No. AOC- 1 is annexed at Annexure No. 6 separately.
20) Material changes and commitments
There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this Annual Report.
21) Significant and material orders passed by the regulators or courts
During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.
22) Extract of Annual Return as per Section 92 (3) of The Companies Act, 2013 in the prescribed format VIZ. MGT-9
The extract of Annual Return as on March 31, 2016 in the prescribed Form No. MGT-9, pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 is annexed at Annexure No. 7 and forms integral part of this Report.
23) Corporate Social Responsibility (CSR) Policy and its Report
The Company has in place a CSR Policy in line with Schedule VII of the Companies Act, 2013.
As per the policy, the CSR activities are not just focused around the offices of the Company, but also improves a healthy & prosperous environment and to improve the quality of life for the next generation.
Company undertakes to combat illiteracy for the children of vulnerable sections of society and work towards the goal to make them self-reliant. We are investing through variety of effective programs by not only providing them elementary education but have also undertaken sponsorship for higher education for girl child. In addition to this company has provided infrastructure for education by providing school bags & other facilities. Company focuses on various career counselling sessions, vocational courses, remedial education classes, sports activities to strengthen skill set of children.
These activities are broadly in accordance with the Schedule VII of the Companies Act, 2013.
The Board of Directors and the CSR Committee review and monitor from time to time all the CSR activities being undertaken by the Company.
The Annual Report on Corporate Social Responsibility (CSR) and on CSR Activities Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is annexed at Annexure - 8 to this report which forms integral part of Annual Report
The contents of the CSR Policy as well as the CSR activities undertaken by the Company are available on the Company website.
24) Reasons for not incurring 2% CSR expenditure
On the recommendation of the Committee, the Board considers and record the reasons for incurring less CSR Expenditure as the company had incurred expenditure to the extent of Rs. 10.57/Lacs as against 2% required for the financial year 2015-2016 amounting Rs. 37.82 Lacs as follows:-
During the financial year 2015-16, the Company made serious deliberations and chose the CSR programs which would be undertaken on a long term and continuous basis. Such programs will benefit communities where the Company operates or likely to operate and create goodwill for the Company.
Towards the implementation of aforesaid programs during Financial Year 2015-16, the Committee had made efforts to identify appropriate NGOs and implementing agencies to incur the CSR expenditure in its identified CSR activities for which considerable amount of time was invested by the Company which does not allowed the opportunity to spend the 2% of average profit for last three years.
25) Related Party Transactions
The Company has in place a Related Party Transactions Policy (RPT Policy) in line with section 188 and other applicable section of the Companies Act, 2013 read with and clause 49 of the Listing Agreement. The Policy on RPTs as approved by Board is also uploaded on the Companyâs website www.inteccapital.com
During the financial year under review, in terms of section 134(3)
(h) read with sub-section (1) of section 188 read with third proviso of section 188(1) of the Companies Act, 2013 and read with applicable Regulation of SEBI LODR, 2015, your Company has not entered into any material transaction under SEBI Listing Obligations and Disclosure Requirements Regulations, 2015 or Clause 49 of the Listing Agreement with any of its related parties which may have potential conflict with the interest of the Company at large.
Besides, during the year under review, all related party transactions done by the Company were in ordinary course of business and at armâs length and were placed in the meetings of Audit Committee for its omnibus approval and subsequently placed before the board for its review and noting pursuant to section 177 of the Companies Act, 2013 read with clause 49 of the Listing Agreement and read with Companyâs RPT policy.
Your Directors draw attention of the members to Note No. 2.29 to the financial statement which sets out related party transactions in terms of Accounting Standard 18.
The disclosures pursuant to section 13(4)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014) in prescribed form AOC-2 is annexed at Annexure
- 8 to this report.
26) Secretarial Auditor and their Report
During the year under review, the Secretarial Audit is conducted by M/s. Sudhanshu Singhal & Associates Represented through Proprietor viz. Mr. Sudhanshu Singhal, Company Secretaries having C.P. No. 8762 as required under Section 204 of the Companies Act, 2013 and Rules there under.
The Secretarial Audit Report for the Financial year 2015-16 given by Secretarial Auditor in the prescribed form MR-3 is annexed at Annexure - 10 to this Report.
The Secretarial Audit Report for the year under review does not contain any qualification, reservation or adverse remark or disclaimer made by the secretarial auditor.
The Board has appointed M/s. Sudhanshu Singhal & Associates Represented through Proprietor viz. Mr. Sudhanshu Singhal, Company Secretaries having C.P. No. 8762 as Secretarial Auditor of the Company for financial Year 2016 - 2017 ended on 31st March 2017
27) Board Meeting Held and attended during the year by Directors
During the year under review, four (4) Meetings of the Board of Directors were held and attended by directors as per below mentioned information:
Sl. |
Name |
Resident |
Designation |
Meetings held |
Meetings attended |
1. |
Mr. Sanjeev Goel (DIN - 00028702) |
Indian |
Managing Director |
4 |
4 |
2. |
Mr. Vishal Kumar Gupta (DIN -02368313) |
Indian |
Non-executive Nominee Director |
4 |
4 |
3. |
Mr. S. K. Goel (DIN - 00963735) |
Indian |
Non-executive Independent Director |
4 |
4 |
4. |
Mr. Rakesh Kumar Joshi (DIN -02410620) |
Indian |
Non-executive Independent Director |
4 |
2 |
5. |
Mr. Praveen Sethia (DIN -02310777) |
Indian |
Non-executive Independent Director |
4 |
4 |
6. |
Mr. Y. L. Madan (DIN-05123237) |
Indian |
Non-executive Independent Director |
4 |
4 |
7. |
Mr. Dhruv Prakash ** (DIN 05124958) |
Indian |
Non-executive Independent Director |
4 |
1 |
8. |
Mrs. Ritika Goel (DIN 00053387) |
Indian |
Non-executive Non Independent Woman Director |
4 |
1 |
** Mr. Dhruv Prakash who was earlier appointed as Non-executive Independent Director in the Board Meeting held on 28th May 2014 has tendered his resignation on 12th October 2015 which was accepted by Board in the Meeting held on 5th November 2015.
The detailed note on the Board meetings held and attended during the year is separately mentioned in âCorporate Governance Report sectionâ in this Annual Report.
28) Key Managerial Personnel
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:
Mr. Sanjeev Goel : Managing Director
Mr. Sudhindra Sharma : Chief Financial Officer Mr. Puneet Sehgal : Company Secretary
During the year there were no changes i.e. (appointment or cessation) in the office of any KMP.
29) Committees of The Board
During the year under review, the company has following below mentioned Committees of Board (COB).
Audit Committee Risk Management Committee Nomination and Remuneration Committee Corporate Social Responsibility Committee Asset Liability Management Committee (ALCO)
Shareholders/Investorsâ Grievance Committee cum Share Transfer Committee cum Stakeholders Relationship Committee
Operations Review Committee
The detailed note on the Committees of the Board (COB) covering its memberâs composition, brief terms of reference of the committee, meetings held and attended during the year is separately mentioned in âCorporate Governance Report sectionâ in this Annual Report.
30) Board of Directors and changes among them
A Appointment of Directors
During the year under review, no directors is appointed in the Board
B Resignation
During the year under review, the Board had approved the resignation of Mr. Dhruv Prakash (DIN 05124958) (Nonexecutive Independent Director) from the Board of Directors of the Company in the Board Meeting held on 5th November 2015 vide resignation letter dated 12th October 2015.
The Board records the deep appreciation for the contributions of Mr. Dhruv Prakash as Non-executive Independent Director throughout his directorship and also for the significant contributions he has made to the management of affairs of the Company and for the valuable advises he made to the Board from time to time.
C Re-appointments
Mr. Vishal Kumar Gupta (DIN: 02368313), (Non-executive Nominee Director of the Company will be liable to retire by rotation at the ensuing 22nd Annual General Meeting and being eligible, offer themselves for re-appointment, pursuant to the provisions of Companies Act, 2013 and Article 86 of the Articles of Association of the Company.
The Directors recommends the re-appointment of Vishal Kumar Gupta as Non-Executive Nominee Director on the Board of Director of the company in the forthcoming 22ndAnnual General Meeting of the Company.
D Independent directors
During the year under review, all the independent directors had submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in section 149 (6) of the Companies Act, 2013 read with clause 49 of the Listing Agreement or as per applicable regulation of SEBI LODR, 2015
E Fit and proper criteria for directors in terms of Revised Regulatory Framework for NBFC
During the year under review, all the non-executive / independent directors had submitted the âFit and Proper Criteria Declarationâ required pursuant to Revised Regulatory Framework for NBFC notified by RBI vide notification dated 10th November 2015 as part of Corporate Governance norms.
F Directorsâ profile
A brief resume of Directors, nature of their expertise in specific functional areas and names of companies in which they hold Directorships, brief resume of Directors, nature of their expertise in specific functional areas and names of companies in which they hold Directorships, Memberships /Chairmanships of Board Committees, and shareholding in the Company are provided in this of Board Committees, and shareholding in the Company are provided in this Report.
31) Performance Evaluation of the Board, its Committees and Individual Directors
Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Agreement with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.
Pursuant to the provisions of the Companies Act, 2013 and in terms of requirement of Regulation 17(10) of SEBI LODR, 2015 read with Clause 49 of the Listing Agreement, 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 Committees. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires.
The Independent Directors had met separately without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of no independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive Directors.
The Nomination and Remuneration Committee has also carried out evaluation of every Directorâs performance during Financial Year 2015-16.
32) Separate Meeting of Independent Director
During the year under review, the Independent Directors of the Company meets without the presence of non-independent directors on 29th March 2016, in terms of Section 149(8) and Schedule - IV and Clause 49 (B) (II) (6) read with regulation 25(3) & (4) of SEBI LODR, 2015, without the attendance of no independent directors and members of management.
They met to discuss the inter-alia amongst other items the following mandatory items viz., (a) to review the performance of non-independent directors and the Board as a whole; (b) to review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors; (c) to 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.
33) Disclosure on Audit Committee
The Audit Committee as on March 31, 2016 comprises of the following Independent Directors viz. Mr. Praveen Sethia, Mr. Vishal Kumar Gupta, Mr. Rakesh Kumar Joshi.
Further, all recommendations of Audit Committee were accepted by the Board of Directors.
The detailed Audit Committee and its terms of reference and meetings held and attended by the members during the year are mentioned in Corporate Governance Report Section.
During the year under review, the company has complied the requirements of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement and wherever applicable regulation 18 of SEBI LODR, 2015. The Members of the Audit Committee possess financial / accounting expertise / exposure. The Company Secretary of the Company acts as the Secretary to the Committee.
The Statutory Auditors, the Chief Financial officer of the Company attends and participates in the meetings of the Audit Committee.
34) Disclosure on Nomination and Remuneration Committee and Nomination and Remuneration Policy
The Nomination and Remuneration Committee as on March 31, 2016 comprises of the following Directors viz. Mr. Praveen Sethia (Non-executive Independent Director); Sanjeev Goel (Managing Director); Mr. Vishal Kumar Gupta (Non-executive Nominee Director), Mr. Rakesh Joshi (Non-executive Independent Director) and My. Y.L Madan (Non-executive Independent Director).
Further, all recommendations of Nomination and Remuneration Committee were accepted by the Board of Directors. The detailed Nomination and Remuneration Committee and its terms of reference and meetings held and attended by the members during the year are mentioned in Corporate Governance Report Section.
The detailed Nomination and Remuneration Committee and its terms of reference and meetings held and attended by the members during the year are mentioned in Corporate Governance Report Section.
The Board of Directors of your Company has, on recommendation of the Nomination & Remuneration Committee, framed the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013,
During the year under review, the company has complied the requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement and wherever applicable regulation 19 of SEBI LODR, 2015. The Company Secretary of the Company acts as the Secretary to the Committee.
The Policy is annexed at Annexure No. 11 to this report which forms integral part of this report. The contents of the policy are uploaded in company website and also stated in the Corporate Governance Report.
35)Familiarization Policy and Programme
During the year under review no new Independent Directors were appointed and hence no Familiarization Programme is required to be conducted in terms of requirement of clause 49 of the Listing Agreement and or wherever applicable regulation 25 (7) of SEBI LODR, 2015.
However, your Company, from time to time throughout years, has been familiarizing all the Independent Directors on its Board with detailed presentations by its business / functional heads on the Company operations, strategic business plans, new products and technologies, including significant aspects of the Industry and its future outlook.
The Familiarization Policy is also annexed at Annexure No. 12 to this report.
36) Disclosure of Board and Committee Meeting Process
A Board material distributed in advance
The agenda and notes on agenda are circulated to Directors in advance, and in the defined agenda format. All material information is incorporated in the agenda for facilitating meaningful and focused discussions at the meeting. Where it is not practicable to attach any document to the agenda, it is tabled before the meeting with specific reference to this effect in the agenda. In special and exceptional circumstances, additional or supplementary item(s) on the agenda are permitted.
B Recording minutes of proceedings at board and
The Company Secretary records minutes of proceedings of each Board and Committee meeting. Draft minutes Company Secretary records minutes of proceedings of each Board and Committee meeting. Draft minutes are circulated to Board/Board Committee members for their comments. The minutes are entered in the Minutes Book within 30 days from the conclusion of the meeting.
C Post meeting follow- up mechanism
The guidelines for Board and Board Committee meetings facilitate an effective post meeting follow-up, review and reporting process for decisions taken by the Board and Board Committees thereof. Important decisions taken at Board/ Board Committee meetings are communicated promptly to the concerned departments/divisions. Action-taken report on decisions/minutes of the previous meeting(s) is placed at the succeeding meeting of the Board/Board Committee for noting.
D Finalization of meetings
The Chairman of the Board and Company Secretary, in consultation with other concerned members of the senior management, finalize the agenda for Board meetings.
E Compliance
The Company Secretary, while preparing the agenda, notes on agenda and minutes of the meeting(s), is responsible for and is required to ensure adherence to all applicable laws and regulations, including the Companies Act, 1956/ Companies Act, 2013 read with rules issued there under, as applicable and the Secretarial Standards as Notified by Ministry Corporate Affairs and issued by the Institute of Company Secretaries of India, as applicable.
37) Directorsâ Responsibility Statement
Pursuant to the requirements of Section 134 (5) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, it is hereby stated that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) 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;
(c) 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;
(d) the Directors have prepared the annual accounts on a going concern basis;
(e) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
38) Internal Financial Control (IFC) and its adequacy on Financial Reporting
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
The Board of Directors confirms that the company has established systems, standards, processes and structure which supports to implement Internal Financial controls across the organization and which provide reasonable assurance regarding reliability of financial reporting and preparation of financial statements. The Directors Responsibility Statement (DRC) also emphasis that companyâs IFC are adequate and operating effectively with respects to financial statements.
39) Statutory Auditors and their Report
Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, on recommendation of the
Audit Committee, the Board of Directors in its meeting held on 6th August 2015 and subsequently Shareholders by passing ordinary resolution in the 21st Annual General Meeting of the Company held on 24th September 2015 had approved the appointment of S.R. Batliboi & Associates LLP (LLP Identity No AAB-4295), Chartered Accountants (Firm No. FRN 101049W) (hereinafter referred to as Current Statutory Auditors) as Statutory Auditors of the Company for conducting the Statutory Audit for the Financial Year Ended 31st March 2016 and to hold office for the period starting from 21st Annual general Meeting till conclusion 22nd Annual General Meeting on the remuneration decided by the Board of Directors.
Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, on recommendation of Audit Committee, the Board recommends the re-appointment of Current Statutory Auditors from 22nd Annual General Meeting till conclusion of 27th Annual General Meeting for conducting the statutory Audit subject to ratification of their appointment at every annual general meeting), at such remuneration as shall be fixed by the Board of Directors of the Company.
The Auditorâs Report for the financial year ended 31st March 2016 does not contain any qualification, reservation or adverse remark or disclaimer.
40) Internal Auditor and their Report
During the year under review, the Internal Audit was conducted by the MAZARS and presented
The Board of Directors had appointed MAZARS as an Internal Auditor to carry out Internal Audit of the Company for the Financial Year 2015-16, pursuant to the provisions of section 138 of the Companies Act, 2013 and Rules made there under the Company in the Board Meeting held 5th November 2015.
The Internal Audit Report is presented to the Audit Committee for its review
41) Risk Management Policy
The Company has in place a Risk Management Policy in line business requirement.
The Risk Management was originally constituted on 8th January 2013 and was reconstituted from time to time according to need of the company. The Risk Management Committee has been entrusted with the responsibility of Formulation of policies, procedures and practices to identify, evaluate, address and monitor risk and to ensure business growth plans are supported by effective risk infrastructure. The Risk practices and conditions adopted are appropriate for the business environment and to assist the Board in discharge of its duties & responsibilities and in overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.
The detailed information on Risk Management Committee its constitution, its meeting held and attended during the year under review is separately mentioned in Corporate Governance Report Section.
The Company has introduced several improvements to existing internal policies / processes / framework / audit methodologies to mitigate / minimize the enterprise risk.
42) Whistle Blower / Vigil Mechanism
The Company promotes ethical behavior in all its business activities and has put in place a mechanism of reporting illegal or unethical behavior. The Company has a whistle blower policy / vigil mechanism in terms of requirement of Section 177 (9) and other applicable provisions of the Companies Act, 2013 read with clause 49(II) (F) of the revised Listing Agreement effective from 1st October 2015 and read with Regulation 4(2) (d) (iv) of SEBI LODR, 2015 wherein the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as maybe notified by the management to the workgroups. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice
The Whistle Blower / Vigil Mechanism Policy is also available on our Company website to report any genuine concerns about unethical behavior, any actual or suspected fraud or violation of Companyâs Code of Conduct in terms of revised listing Agreement and regulation 46(2)(e) of SEBI LODR, 2015.
The Audit Committee of your company also reviews the functioning of the whistle blower mechanism on quarterly basis;
43) Particulars of Employees, Key Managerial Personnel and Related Disclosures
During the year under review, the information related to Statement of particulars of employees pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year ended 31st March, 2016 is annexed at Annexure - 13 which forms part of this report.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed at Annexure - 14 which forms part of this report.
Also in terms of provisions of section 136(1) of the said Act, these particulars will be made available to shareholder on request. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.
The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the Companyâs website.
None of directors is holding any shares in the company except Mr. Sanjeev Goel, Managing Director holding 644464 fully paid equity shares as individual promoter category and Mr. Praveen Sethia holding 18 fully paid equity shares in individual no promoter category.
None of directors is having any pecuniary relationship with the company except Mr. Y.L. Madan, Non-executive Independent Director and Mr. Dhruv Prakash, Non-executive Independent Director who are having business relationship in the ordinary course of business and on armâs length basis.
During the year under review, Mr. Dhruv Prakash, Non-executive Independent Director was paid Rs. 6.00 Lacs up to the month of September 2016 towards consultancy of HR services which is in ordinary course of business and on armâs length basis. Besides, Mr. Y.L. Madan, Non-executive Independent Director was also paid Rs. 6.00 Lacs towards consultancy of Treasury Services which is in ordinary course of business and on armâs length basis.
During the year ended March 31, 2016, Mr. Sanjeev Goel, Managing Director was paid the remuneration amounting Rs. 1.22 crore (Rupees One crore twenty lakhs only) the break-up of which is mentioned in Annexure -7 of this report. The remuneration paid is over and above the amount mandated by the provisions of section 197 read with Schedule V of the Companies Act, 2013, by Rs.74.47 lakhs as at March 31, 2016. The Company will seek approval from the shareholders for the managerial remuneration paid in excess by Rs.66.17 lakhs and balance Rs.8.00 lakhs will be received back from director. Till such approval is obtained from shareholders, the amount is held in trust for the company. Pending receipt of approval, no adjustments are considered necessary in the financial statements.
44) Particulars of Loans, Guarantees or Investments Under Section 186 of the Companies Act, 2013
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report pursuant to Section 134(3) (g) of the Companies Act, 2013.
45) Green Initiatives and E-Voting
Your Company has promoted and administered the âGreen Initiativeâ proposed by the Ministry of Corporate Affairs and the Company has been effecting the electronic delivery of Notice of Annual General Meeting and Annual Report to the shareholders whose email ids are registered with the respective depository participants. The Companies Act, 2013 and Rules there under, Listing Regulations provides for circulation of Financial Statements electronically to the shareholders.
For other members who have not registered their email addresses, physical copy of the Annual Report and Notice of AGM are sent in the permitted mode. Members requiring physical copies can send a request to Compliance Officer of the Company.
The Company is providing e-voting facility to all its members to enable them to cast their votes electronically on all the resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act 2013 and Rule 20 of the Companies (Management and Administration) Rules 2014.The instructions for e-voting is provided in the Notice.
46) Reminder to investors:
Reminders for unclaimed shares, unpaid dividend are sent to shareholders/debenture holders as per records every year.
47) Disclosures Under Section 217(1)(E) of The Companies Act,1956
The Details Of Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is information is furnished below, pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014
Rule |
|||
8 (3) (A) |
Conservation of Energy: |
Not Applicable |
|
8 (3) (B) |
Technology Absorption: |
Not Applicable |
|
8 (3) (C) |
Foreign Exchange Earnings And Outgo |
Current Year |
Previous Year |
Out flow: |
NIL |
NIL |
|
Inflow: |
NIL |
NIL |
48) Annual Report
The Annual Report containing, inter alia, Audited Financial Statement, Consolidated Financial Statements, Directorsâ Report, Auditorsâ Report and other important information is circulated to members and others entitled thereto. The Managementâs Discussion and Analysis (MD&A) Report forms part of the Annual Report and is displayed on the Companyâs website.
49) BSE Corporate Compliance & Listing centre (The âlisting Centre''):
BSEâs Listing Centre is a web-based application designed for corporate. All periodical compliance filings like shareholding pattern, corporate governance report, media releases, among others are also filed electronically on the Listing Centre.
50) SEBI Complaints Redress System (Scores)
The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are: Centralized data base of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status
51) HRD Initiatives- Training & Development
The Company recognizes the importance of Human Resource and the continuous need for development of the same. The Company stresses on the need to continuously upgrade the competencies of its employees and equip them with the latest developments. In order to achieve this, the Company organizes various programs including in-house training and professional skills development programs across all levels of employees. The company also for the year 2015-16, focused on Regional Level Induction & training covering corporate presentations & function specific knowledge and skills.
Training Basic Certification Module Process for Sales and Collection has also been implemented and has achieved 45 certifications.
As part of HRD Initiatives, the company has started giving Monthly Extra Miler awards based on various parameters viz. Result, Boundary less Behavior, Operational Excellence, Positive Attitude & Behavior .
52) Report Under The Prevention Of Sexual Harassment Act
Your Company recognizes its responsibility and continues to provide a safe working environment for women, free from sexual harassment and discrimination and to boost their confidence, morale and performance.
Pursuant to the legislation âPrevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013â introduced by the Government of India, which came into effect from 9 December 2013, the Company has framed a Policy on Prevention of Sexual Harassment at Workplace which is also reviewed by the Committee at regular intervals. There was no case reported during the year under review under the said Policy.
The employee relations in the Company continued to be healthy, cordial and progressive.
53) Acknowledgements
The Board of Directors would like to convey their appreciation to the Customers, Shareholders, Vendors, Banks, Financial Institutions, various Government Authorities, RBI, SEBI and Stock Exchanges for their cooperation and support throughout the year.
The Board recognizes that it is accountable to shareholders for the performance of the Company, believes in transparency in its conduct and strives to disseminate the material information to the shareholders and the public.
Looking forward to receive continued patronage from all our business partners and associates to become better and strong organization.
The Board of Directors would also place on record the appreciation for the contributions made by the employees at all levels.
Your Directors place on record their gratitude to the Central Government, State Governments and Companyâs Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.
For Intec Capital Limited
Date : 26th August, 2016 Sanjeev Goel S.K. Goel
Place: New Delhi Managing Director Non Executive Independent Director
Mar 31, 2015
The Directors have pleasure in presenting their report on business and
operations of the Company together with 21st Annual Audited Accounts
for the financial year ended 31st March, 2015.
1) FINANCIAL HIGHLIGHTS
For the financial year ended 31st March, 2015:
(Rs.in lakhs)
Standalone Consolidated
Particulars 2014 2014
Profit/(Loss) before tax 2657.82 2442.95
Less: Provision for Taxation
Current Tax 1613.27 1613.27
Deferred Tax -837.45 -837.45
Current Tax for earlier years 65.54 65.54
Profit/(Loss) after tax 1816.46 1601.59
Add: Balance brought forward
from last year 2786.83 2785.69
Less: Adjustment of goodwill relating
to earlier years 251.85 251.85
Less: Adjustment of assignment income
relating to earlier - -
years
Less: Accelerated depreciation due to
transition provision - -
Surplus available for appropriation 4351.44 4135.43
Less: Appropriations
Proposed Equity Dividend 71.42 71.42
Preference Dividend 31.18 31.18
Tax on Proposed Dividend 17.44 17.44
Transfer to Reserve Fund u/s 45IC 363.29 363.29
of RBI Act, 1934
Surplus carried to Balance Sheet 3868.11 3652.10
The Financial Results of the company are elaborated in the Management
Discussion Analysis Report (MDAR) section in this Annual Report.
2) Operations
Detailed information on the operations of the Company and details on
the state of affairs of the Company are covered in the Management
Discussion and Analysis Report.
3) Dividend
The company continues to evaluate and manage its dividend policy to
build long term shareholder value.
Your Directors recommends a Final Dividend of H0.50 (i.e. 5%) per
Equity Share having face value of H10/- each on the fully paid up
Equity Share Capital of the Company for the Financial Year ended 31st
March 2015.
The Final Dividend paid for the Financial Year ended 31st March 2014
was also H0.50 (i.e. 5%) per Equity Share having face value of H10/-
each on the fully paid up Equity Share Capital of the Company.
The Final Dividend, if approved by the members in the forthcoming 21st
Annual General Meeting, will be paid to the eligible members as per
stipulated Companies Act.
The dividend will be paid to members whose names appear in the Register
of Members as on record date as mentioned in forthcoming Notice of 21st
Annual General Meeting and in respect of shares held in dematerialized
form, it will be paid to members whose names are furnished by National
Securities Depository Limited and Central Depository Services (India)
Limited, as beneficial owners as on that date.
4) Unclaimed Dividend Transfer to Investor Education & Protection Fund
(IEPF)
The Company sends letters to all shareholders whose dividends are
unclaimed so as to ensure that they receive their rightful dues.
Efforts are also made in co-ordination with the Registrar to locate the
shareholders who have not claimed their dues.
Pursuant to Section 205C of the Companies Act, 1956 read with the
Investor Education and Protection Fund (Awareness and Protection of
Investors) Rules, 2001, during the year under review.
The unclaimed / unpaid dividend for FY 2006-07 amounting H170454.00
(One Lac Seventy thousand four hundred fifty four only) have been
transferred / credited to IEPF on 07th November, 2014.
The cumulative unclaimed / unpaid dividend amount up to FY 2006-07
lying in the credit of IEPF as at 31st March 2015 is amounting
H314934.00 (Rupees Three Lac Fourteen thousand Nine Hundred Thirty
Four).
Pursuant to the provisions of Investor Education and Protection
Fund (Uploading of information regarding unpaid and unclaimed amounts
lying with companies) Rules, 2012, the Company has uploaded the details
of unpaid and unclaimed amounts lying with the Company as on 24th
September 2014 (date of last Annual General Meeting) on the Company's
website (www. inteccapital.com) and on the website of the Ministry of
Corporate Affairs.
The unclaimed / unpaid dividend amount for the FY 2007- 08 as on 31st
March, 2015 is due for transfer to IEPF on 07th November, 2015
amounting H171374.00 (One Lac Seventy One thousand Three hundred
Seventy four only)
Those members who have not yet claimed / encased are requested to claim
the same at the earliest before transfer to IEPF.
5) Share Capital
The paid-up Equity Share Capital of the Company as on 31 March 2015 is
H18.36 crore.
There was no public issue, rights issue, bonus issue or preferential
issue etc. during the year. The Company has not issued shares with
differential voting rights, sweat equity shares nor has it granted any
stock options.
6) Registration as a Systemically Important Non-Deposit taking NBFC and
its Disclosures
Your Company was registered on 4th May 1998 by Reserve Bank of India as
a Non-Banking Financial Institution (Non-Deposit taking). In terms of
provisions of Non-Banking Financial (Non- Deposit Accepting or Holding)
Companies Prudential Norms (Reserve Bank) Directions, 2007, your
Company is categorized as a 'Systemically Important Non-Deposit taking
Non-Banking Financial Company'.
Your company has attained the status of Asset Finance Company and got
converted into NBFC-AFC on 7th April 2014
The disclosures as prescribed by Non-Banking Financial (Non- Deposit
Accepting or Holding) Companies Prudential Norms (Reserve Bank)
Directions, 2007 and other NBFC Directions have been made in this
Annual Report.
7) RBI Revised Regulatory Framework
During the year under review, the RBI has notified the comprehensive
Revised Regulatory framework for Non-Banking Financial Companies vide
notification dated 10th November 2015.
The RBI framework key changes is on minimum NOF, definition of
systematically important NBFC's, asset classification norms for NPA,
Provisioning for Standard Assets, Corporate governance
and disclosure norms, Fit and proper criteria for directors,
Prudential Norms, Fair Practice code, disclosures in financial
Statements.
Your company is adhering to RBI Revised regulatory framework.
8) Non Acceptance of Public Deposits
Your Company has not accepted public deposits during the year under
review in terms of chapter-V of the Companies Act, 2013 and hence there
are no defaults in repayments of amount of principle or interest as on
date of Balance Sheet.
9) Credit Rating Agencies
During the year under review, the company has sustained its Long Term
Credit Rating assigned to the long term bank facilities by Credit
Analysis & Research Limited (CARE) is CARE BBB (Triple B Plus) for an
amount of H 675 crore and for commercial papers is CARE A1 (SO) for an
amount of H10 crore
The rating indicates highest degree of safety regarding timely
servicing of financial obligation. The rated instrument carries lowest
credit risk.
10) Transfer to Reserves
During the year under review Company has transferred H 128.65 lakhs to
the Reserves Fund from the profits of the Company in accordance with
the provisions of Section 45IC of the Reserve Bank of India Act, 1934.
11) Capital Adequacy Ratio
The Company's total Capital Adequacy Ratio (CAR) as on 31st March, 2015
stood at 21.53% as compared to 22.63% for the previous year as a
percent of the aggregate risk weighted assets on balance sheet and risk
adjusted value of the off-balance sheet items, which is well above the
regulatory minimum of 20.00%.
12) Depository System
As the members are aware, the Company's shares are compulsorily
tradable in electronic form.
As on March 31, 2015, the Company's total paid-up Capital representing
number of shares is in dematerialized form and in physical form is
mentioned below.
Category Number of equity %age of the Company's
shares total paid-up share Capital
1 Demat 18098514 98.54
2 Physical 267736 1.46
3 Total 18366250 100.00
In view of the numerous advantages offered by the Depository system,
members holding shares in physical mode are advised to avail of the
facility of dematerialization from either of the Depositories.
13) Management Discussion Analysis Report (MDAR)
The Management Discussion and Analysis Report for the year under
review, as stipulated under Clause 49 of the Listing Agreement with the
Stock Exchanges in India, is presented in a separate section and
annexed at Annexure  1 to this report and forms part of the Annual
Report.
14) Corporate Governance Report and its Compliance Certificate
The Company is committed to maintain the highest standards of corporate
governance and adhere to the Corporate Governance requirements set out
by SEBI. The report on Corporate Governance as stipulated under clause
49 of the Listing Agreement forms an integral part of this Report.
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement is annexed at Annexure  2 to this report and forms
integral part of the Annual Report.
The requisite Certificate from the practicing Company Secretary of the
Company confirming compliance with the condition of Corporate
Governance as provided under the aforesaid Clause 49 is annexed at
Annexure  3 to this report and forms integral part of the Annual
Report.
All Board members and Senior Management personnel have affirmed
compliance with the Code of Conduct for the year 2014- 15. A
declaration to this effect signed by the Managing Director of the
Company is annexed at Annexure  4 to this Report and forms integral
part of this Annual Report.
The Certificate by Managing Director and Chief Financial Officer on
financial statements as stipulated under Clause 49 of the Listing
Agreement is annexed at Annexure  5 to this report and forms integral
part of the Annual Report.
15) Subsidiary Company and its Performance
We have one 100% Wholly Owned Subsidiary i.e. Amulet Technologies
Limited which was incorporated as private limited company on 30th April
2011. It converted in public limited company on 27th March 2012.
The Primary objective of company is to offer consultancy, advisory &
all related services in all areas of information technology including
computer hardware & software, data communication, telecommunications,
manufacturing & process control & automation, artificial intelligence,
natural language processing. Pursuant to Section 129(3) of the
Companies Act, 2013 and Accounting Standard- 21 issued by the Institute
of Chartered Accountants of India, Consolidated Financial Statements
presented by the Company include the Financial Statements of its
Subsidiaries.
Further, Pursuant to Section 129(3) of the Companies Act, 2013, a
separate statement containing the salient features of the financial
statements of subsidiary Company in the prescribed form AOC-1 has been
annexed at Annexure  6 to this report and forms integral part of the
Annual Report.
In terms of provisions of 4th proviso of Section 136 of the Companies
Act, 2013, the Company shall place separate Audited Accounts of the
Subsidiary Companies on its website at www. inteccapital.com.
The Company will make available physical copies of these documents upon
request by any shareholder of the Company/ subsidiary interested in
obtaining the same.
These documents shall also be available for inspection at the
registered office of the Company during business hours up to the date
of ensuing Annual General Meeting.
16) Performance and Financial Position of Subsidiary Company included
in Consolidated Financial Statement
The detailed report on performance and financial position of subsidiary
company is discussed in Management Discussion Analysis Report and also
included in the consolidated Financial Statements, pursuant to Section
134 of the Companies Act, 2013 and Rule 8(1) of the Companies
(Accounts) Rules, 2014
17) Abridged Financial Statements
In accordance with the listing agreement with Stock Exchanges and
Section 136 of the Companies Act, 2013 read with Rule 10 of the
Companies (Accounts) Rules, 2014 of the said Act, the Abridged Annual
Report containing salient features of the Financial Statements,
including Consolidated Financial Statements, for the financial year
2014-15, along with statement containing salient features of the
Directors' Report (including Management Discussion & Analysis and
Corporate Governance Report) is being sent to all shareholders who have
not registered their email address(es) for the purpose of receiving
documents/ communication from the Company in electronic mode.
Full version of the Annual Report 2014-15 containing complete Balance
Sheet, Statement of Profit & Loss, other statements and notes thereto,
including Consolidated Financial Statements, prepared as per the
requirements of Schedule III to the Companies Act, 2013, Director's
Report (including Management
Discussion and Analysis Report, Corporate Governance Report and
Business Responsibility Report) are being sent via email to all
shareholders who have provided their email address(es).
Full version of Annual Report 2014-15 is also available for inspection
at the registered office of the Company during working hours upto the
date of ensuing Annual General Meeting (AGM). It is also available at
the Company's website at www. inteccapital.com.
A Cash Flow Statement for the year 2014-15 is attached to the Balance
Sheet.
18) Consolidated Financial Statements
The directors also present the audited consolidated financial
statements incorporating the duly audited financial statements of the
subsidiaries and as prepared in compliance with the Companies Act,
2013, Accounting Standards and the Listing Agreement as prescribed by
SEBI.
A separate statement containing the salient features of its subsidiary
as per prescribed Form No. AOC- 1 is annexed at Annexure No. 6
separately.
19) Material Changes and Commitments
There have been no material changes and commitments, affecting the
financial position of the Company, which have occurred between the end
of the financial year of the Company and the date of this Report.
20) Significant and Material Orders Passed by The Regulators or Courts
During the year under review, there were no significant and material
orders passed by the regulators or courts or tribunals, which may
impact the going concern status of the Company and its operations in
future.
21) Internal Financial Control System (IFCS) and its Adequacy
The Company has satisfactory internal control system.
According to Section 134(5)(e) of the Companies Act, 2013 the term
Internal Financial Control (IFC) means the policies and procedures
adopted by the company for ensuring the orderly and efficient conduct
of its business, including adherence to company's policies, the
safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and
the timely preparation of reliable financial information.
The Company has a well-placed, proper and adequate internal financial
control system which ensures that all assets are safeguarded and
protected and that the transactions are authorized recorded and
reported correctly. The Company's internal financial control system
also comprises due compliances with Company's policies and Standard
Operating Procedures (SOPs) and audit and compliance by in-house
Internal Audit Division, supplemented by internal audit checks from
Independent Internal Auditors of the Company.
The Companies Act, 2013 re-emphasizes the need for an effective
Internal Financial Control system in the Company. The system should be
designed and operated effectively. Rule 8(5)(viii) of Companies
(Accounts) Rules, 2014 requires the information regarding adequacy of
Internal Financial Controls with reference to the financial statements
to be disclosed in the Board's report.
To ensure effective Internal Financial Controls the Company has laid
down the following measures:
- The Company also has a robust Management Information System which is
an integral part of the control mechanism.
- All key operations are executed through Standard Operating Procedures
(SOPs) in all functional activities for which key manuals have been put
in place. The manuals are updated and validated periodically.
- All legal and statutory compliances are ensured on a monthly basis
through a various compliance tools and framework. Non-compliance, if
any, is seriously taken by the management and corrective actions are
taken immediately. Any amendment is regularly updated by internal as
well as external agencies in the system.
- The Company has developed various comprehensive compliance processes
and framework which are modified according to requirement and which
prescribed the role and responsibility of various persons who is
responsible for compliance.
- The Internal Auditors independently evaluate the adequacy of internal
controls and concurrently audit the majority of the transactions in
value terms. Independence of the audit and compliance is ensured by
direct reporting of Internal Audit Division and Internal Auditors to
the Audit Committee of the Board.
- The audit reports for the above audits are compiled and submitted to
Audit Committee for review and necessary action.
- The Company has a comprehensive risk management framework.
- The Company has a robust mechanism of building budgets
at an integrated cross- functional level. The budgets are reviewed on a
monthly basis so as to analyze the performance and take corrective
action, wherever required.
- The Company has a system of Internal Business Reviews. All
departmental heads discuss their business issues and future plans in
monthly review meetings. They review their achievements in quarterly
review meetings.
- The Company has in place a well-defined Whistle Blower Policy/ Vigil
Mechanism.
- The Compliance of secretarial functions is ensured by way of
secretarial audit.
- The control system is improved and modified on continuous basis to
meet the changes in business, statutory and accounting requirements.
- The Audit Committee of the Board and Statutory Auditors periodically
reviews the internal audit findings and corrective actions are taken.
- The Company has Mechanism in place for handling the grievances
related to the customers. The NON GRO grievances are directly handled
by the customer care department and others are handled by GRO itself.
- The company has adopted Sexual Harassment policy.
22) Extract of Annual Return as per Section 92(3) and in Form Mgt-9
The extract of Annual Return as on March 31, 2015 in the prescribed
Form No. MGT-9, pursuant to Section 92(3) of the Companies Act, 2013
and Rule 12 (1) of the Companies (Management and Administration) Rules,
2014 is annexed at Annexure No. 7 and forms integral part of this
Report.
23) Related Party Transactions
The Company has in place a Related Party Transactions Policy (RPT
Policy) in line with section 188 and other applicable section of the
Companies Act, 2013 read with and clause 49 of the Listing Agreement.
The Policy on RPTs as approved by Board is also uploaded on the
Company's website www.inteccapital.com
During the financial year under review, in terms of section 134(3) (h)
read with sub-section (1) of section 188 read with third proviso of
section 188(1) of the Companies Act, 2013 and read with clause 49 of
the Listing Agreement, your Company has not entered into any material
transaction (as per Clause 49 of the Listing Agreement) with any of its
related parties which may have potential conflict with the interest of
the Company at large.
Besides, during the year under review, all related party transactions
done by the Company were in ordinary course of business and at arm's
length and were placed in the meetings of Audit Committee for its
omnibus approval and subsequently placed before the board for its
review, noting and approval wherever required pursuant to section 177
of the Companies Act, 2013 read with clause 49 of the Listing Agreement
and read with Company's RPT policy.
Your Directors draw attention of the members to Note No. 2.29 to the
financial statement which sets out related party transactions in terms
of Accounting Standard 18.
The disclosures pursuant to section 13(4)(h) of the Companies Act, 2013
read with Rule 8(2) of the Companies (Accounts) Rules, 2014) in
prescribed form AOC-2 is annexed at Annexure  8 to this report.
24) Corporate Social Responsibility (CSR) and its Report
The Company has in place a CSR Policy in line with Schedule VII of the
Companies Act, 2013. As per the policy the CSR activities are focused
not just around the plants and offices of the Company, but also in
other geographies based on the needs of the communities.
Intec's vision is to help children achieve their ambitions in the right
way by playing a broader role in the communities in which we live and
work beyond what we deliver through core business activities. We do
this through community investment programmes and the direct efforts of
our colleagues. By aligning our community investment strategy to our
skills and experience as an NBFC, the positive impact of our activity
is much more than just a financial contribution
Our Purpose is  "to actively contribute to the social and economic
development of the communities in which we operate. In so doing build
a better, sustainable way of life for the poor and disadvantaged
children and raise the country's human development index.
The Company is committed to play a broader role in the communities in
which it operates by way of supporting various initiatives through
funding, fund raising and/or volunteering activities.
Your Company undertakes its Corporate Social Responsibility (CSR)
activities through a variety of effective programs. In order to achieve
its goal, the company will undertake and support the under privileged
children by focusing in following four areas:
a) Providing elementary education
b) Providing vocational knowledge
c) Providing Financial literacy and Mathematical enhancement
d) Eradication of poverty and providing basic amenities of Food,
shelter and health to such children
In addition to this, the Company will also undertake intervention in
the areas of disaster relief, environment, rural and urban
infrastructure and building social capital infrastructure.
These activities are broadly in accordance with the Schedule VII of the
Companies Act, 2013.
The Board of Directors and the CSR Committee review and monitor from
time to time all the CSR activities being undertaken by the Company.
The Annual Report on Corporate Social Responsibility (CSR) and on CSR
Activities Pursuant to clause (o) of sub-section (3) of section 134 of
the Act and Rule 9 of the Companies (Corporate Social Responsibility)
Rules, 2014 is annexed at Annexure  8 to this report which forms
integral part of Annual Report.
The contents of the CSR Policy as well as the CSR activities undertaken
by the Company are available on the Company website.
25) Reasons for not Incurring 2% CSR Expenditure
The reasons for not incurring 2% CSR Expenditure as prescribed in the
Companies at, 2013 read with rules made thereunder is mentioned below.
As 2014-15 was the first year of the concerned provision, the Company
was in the process of conceptualizing and operationalizing the right
framework and feasible projects for the activity. In the Financial Year
2014-15, the Company had approved the CSR Budgets for an amount not
exceeding H 5 lakhs but could not incur the required expenditure on CSR
Projects and activities.
26) Information on Voluntary Delisting in Terms of Applicable Laws
During the period under review, the acquirers have sent the proposal of
voluntary delisting of equity shares of the Intec Capital Limited from
BSE and DSE to the Board of Directors of the Company in terms
Securities and Exchange of India (Delisting of Equity Shares)
Regulations, 2009. The aforesaid delisting proposal was accepted by the
Board of directors subject to the applicable regulations and laws and
subject to the approval of shareholders through postal ballot.
Your company had sought shareholders' approval through postal ballot
for aforesaid delisting of equity shares of the Company which was
passed by the shareholders on 25th September 2014.
Subsequently, Acquirers has given the public announcement on November
12, 2014 and the company has dispatched letter of offer and bid forms
to the shareholders on November 24, 2014 which was recognized as the
specified date.
Further the letter of offer was for acquisition of 46,55,586 Equity
shares held by public constituting 25.35% of the equity Share capital
of the Company and the floor price decided for the acquisition of
Equity shares was 109.45. The Bid period i.e. the opening date of
offer was December 11, 2014 and the end date of bid period was December
17, 2014 .Further it was sated that upon acquisition of a minimum
28,18,961, Equity shares and fulfillment of the condition stipulated
under the Delisting Regulations and the public announcement and the
letter of offer sent to shareholders , the Acquirer and the company
will seek to voluntarily delist its Equity shares from the stock
exchanges.
On December 18th 2014 company had received a letter from the acquirers
intimating that the delisting offer has been unsuccessful as the number
of equity Shares tendered by the public shareholders of the Company
during the bid period has not reached the minimum number of Equity
Shares required to be accepted by the acquirers as stipulated in
Regulation 17 of the SEBI Delisting Regulation 2009 so the delisting
offer has been unsuccessful.
27) Statutory Auditors and their Report
Pursuant to the provisions of section 139 of the Companies Act, 2013
and the Rules made thereunder, BSR & Associates LLP, Chartered
Accountants (Firm No 116231 W / W Â 100024), Gurgaon, Haryana
(hereinafter to as "Resigning Statutory Auditors") were re-appointed as
Statutory Auditors by the shareholder at 20th Annual General Meeting
held on 24th September 2014 for conducting the Statutory Audit for the
Financial year ended 31st March 2015 and to hold office from conclusion
of 20th Annual General Meeting to conclusion 21st Annual General
Meeting.
The aforesaid 'Resigning Statutory Auditors' have tendered their
resignation with immediate effect vide their Letter dated 17th March
2015 from the post of Statutory Auditor due to paucity of time in
auditing resulting into casual vacancy in the office of Statutory
Auditor of the Company as envisaged by Section 139(8) of the Companies
Act 2013.
On recommendation of the Audit Committee, the Board of Directors in its
meeting held on 20th March 2015 and subsequently Shareholders by
passing ordinary resolution through Postal Ballot on 8th May 2015, had
approved the appointment of S.R. Batliboi & Associates LLP (LLP
Identity No AAB-4295), Chartered Accountants (Firm No. FRN 101049W)
having its office at 14th Floor, The Ruby, 29 Senapati Bapat Marg,
Dadar (West), Mumbai-400028 (herein after referred to as Current
Statutory Auditors) as Statutory Auditors of the Company to fill the
Casual Vacancy caused due to resignation of Resigning Statutory
Auditors for conducting the Statutory Audit for the Financial Year
Ended 31st March 2015 and to hold office for the period starting from
20th March 2015 till conclusion of ensuing AGM on the remuneration
decided by the Board of Directors.
S.R. Batliboi & Associates LLP will hold their office with effect from
17th March 2015 till the 21st Annual General Meeting and are eligible
for reappointment have confirmed their eligibility and willingness to
accept office if re-appointed.
The Company has received letters from the Current Statutory all of them
to the effect that their re-appointment, if made, would be within the
prescribed limits under Section 141(3) (g) of the Companies Act, 2013
and that they are not disqualified for re- appointment.
The Board recommends the Current Statutory Auditors re- appointment for
conducting the statutory Audit for the financial ended on 31st March
2016 and for a term of one year starting from conclusion of 21st Annual
General Meeting and till 22nd Annual General Meeting of the Company the
approval of the shareholders with a request to approve their
re-appointment.
The Auditor's Report for the financial year ended 31st March 2015 does
not contain any qualification, reservation or adverse remark or
disclaimer.
However, the Auditor' report contains the observations the extract of
which along with management reply is mentioned below Extract of
Auditor's Observations is below: Emphasis of Matter:- "We draw
attention to Note 2 (c) (I) (i) in the statements for the change in
Company's estimates related to provisioning for loans, which have been
revised in order to align the same in accordance with Reserve Bank of
India ('RBI') prudential norms on Non-Performing Assets (NPA). As
informed to us, the above mentioned change has been carried out in view
of management's re-assessment of recoverability of its non-performing
assets, considering the quality and quantum of primary and collateral
security available with the Company. Our opinion is not qualified in
respect of this matter."
Note 2(c)(I)(i) given in the financial statements: "During the year
ended March 31, 2015, the Company has changed its estimates related to
provisioning for all loans in order to align the same in accordance
with RBI Prudential norms on Non- Performing Assets (NPA). Consequent
to the change in such estimates, provision and write off is lower by
H1,525.99 lakhs for the year ended March 31,2015. The above mentioned
change has been carried out in view of management re-assessment of
recoverability of its NPA, considering the quality and quantum of
primary and collateral security available with the Company."
Management Reply on the aforesaid Auditor's Observations on Emphasis of
Matter Earlier NPA provisioning was done on higher side considering the
size of the loans and the risks attached to it. During the quarter
ended December 31, 2014, the Company had changed its estimates related
to provisioning for all loans in order to align the same in accordance
with RBI Prudential norms on Non- Performing Assets (NPA).
Besides, management had also decided to provide higher provision in
those cases where it deems fit and judicious considering the quality
and quantum of primary and collateral security available with the
Company in order to have re- assessment of recoverability of its NPA.
Due to above changes, provisioning is showing a lower side.
28) Internal Auditor and their Report
The Board of Directors had appointed JRA & ASSOCIATES, Chartered
Accountants, Firm Registration Number- 010576N as Internal Auditor to
carry out Internal Audit of the Company, pursuant to the provisions of
section 138 of the Companies Act, 2013 and Rules made thereunder.
The Internal Audit Report is directly presented to the Audit Committee
Chairman for its review.
29) Secretarial Auditor and their Report
The Board of Directors had appointed Sudhanshu Singhal, (membership
number: 7819) Company Secretary in Practice (COP No 8762) as
Secretarial Auditor to carry out the Secretarial Audit of the Company,
pursuant to the provisions of section 204 of the Companies Act, 2013
and Rules made thereunder.
The Secretarial Audit Report for the year 2014-15 given Sudhanshu
Singhal in the prescribed form MR-3 is annexed at Annexure  10 to this
Report.
The Secretarial Audit Report for the year under review does not contain
any qualification, reservation or adverse remark or disclaimer made by
the secretarial auditor.
30) Key Managerial Personnel
The Key Managerial Personnel (KMP) in the Company as per Section 2(51)
and 203 of the Companies Act, 2013 are as follows:
Mr. Sanjeev Goel : Managing Director
Mr. Sudhindra Sharma : Chief Financial Officer
Mr. Puneet Sehgal : Company Secretary
During the year there was no change (appointment or cessation) in the
office of any KMP.
31) Board Meeting held and Attended during the year by Directors There
were 8 meetings of the Board held and attended during the year by
directors, the information of which is given below.
Sl. Name Designation Meetings
held Meetings
attended
1. Mr. Sanjeev Goel Managing Director 8 8
2. Mr. Vishal Kumar
Gupta Non-executive Nominee
Director 8 2
3. Mr. Robindra Gupta Non-executive Independent
Director 8 8
(Please See
Note-1)*
4. Mr. S. K. Goel Non-executive Independent
Director 8 8
5. Mr. Rakesh Kumar
Joshi Non-executive Independent
Director 8 7
6. Mr. Praveen Sethia Non-executive Independent
Director 8 7
7. Mr. Y. L. Madan Non-executive Independent
Director 8 4
8. Mr. Dhruv Prakash Non-executive Independent
Director 8 7
(Please See
Note-2)**
9. Mrs. Ritika Goel Additional Director 8 Nil
(Please See
Note-3)*** (Non-executive Non
Independent Woman
Director)
Note-1* Mr. Robindra Gupta has retired from the board w.e.f. 20th March
2015 and his retirement was accepted in the Board Meeting held on 20th
March 2015.
Note-2** Mr. Dhruv Prakash is appointed as Non-executive, Independent
Director in the Board Meeting held on 28th May 2015.
Note-3***Mrs. Ritika Goel is appointed as Non-executive Non Independent
Woman Director in the Board Meeting held on 20th March 2015.
32) Committees of the Board
The company has following below mentioned Committees of
Shareholders/Investors' Grievance Committee cum Share Transfer
Committee cum Stakeholders Relationship Committee Board (COB).
Audit Committee
Risk Management Committee
Nomination and Remuneration Committee
Corporate Social Responsibility Committee
Asset Liability Management Committee (ALCO)
Shareholders/Investors' Grievance Committee cum Share Transfer
Committee cum Stakeholders Relationship Committee
Independent Directors Committee (See Note-1)
Operations Review Committee
The detailed note on the Board and the Committees of the Board (COB)
covering its member's composition, brief terms of reference of the
committee, meetings held and attended during the year is separately
mentioned in "Corporate Governance Report section" in this Annual
Report.
Note-1: This committee was dissolved by Board of Director's in its
Meeting held on 7th February 2015
33) Board of Directors and Changes among them A. Appointment of
Directors
During the year Mrs. Ritika Goel (DIN 00053387) is appointed as an
Additional Director on the Board of Directors subject to approval of
shareholders in the forthcoming 21st Annual General Meeting in the
category of Non-executive Non Independent Woman Director, who shall
hold office upto ensuing Annual General Meeting of the Company in terms
of Section 161 and second proviso to Section 149 (1) read with Section
152 and other applicable provisions and rules made thereunder
(including any modification or re-enactment thereof for the time being
in force), if any, of the Companies Act, 2013 read with Clause 49 (II)
(A) (1) of Listing Agreement, and her period of office is liable to be
determined by retirement of directors by rotation in terms of section
152(6) of Companies Act, 2013 read with rules made thereunder.
Mrs. Ritika Goel holds a Bachelor of Arts degree from Lady Shriram
College. She is Director on the Board of Directors of various Companies
and possesses over 10 years of various industry experience
The Directors recommends the regularization of appointment of Mrs.
Ritika Goel as Non-executive Non-independent Woman Director on the
Board of Director of the company in the forthcoming 21st Annual General
Meeting of the Company.
B. Retirement
During the year, Board approved the retirement of Mr. Robindra Gupta
from designation of Non-Executive Independent Director pursuant to RBI
Regulatory Framework dated 10th November 2014 related to age criteria
whereby independent directors shall not be more than 70 years of age.
The Board would like to thank and record its appreciation for the
services rendered by him to the Board and to the Company.
C. Re-appointments
As per the provisions of Companies Act, 2013 and Article 86 of the
Articles of Association of the Company Mr. Vishal Kumar Gupta (DIN:
02368313), Director of the Company will be liable to retire by rotation
at the ensuing Annual General Meeting and being eligible, offer
themselves for re-appointment.
The Directors recommends the re-appointment of Vishal Kumar Gupta as
Non-Executive Nominee Director on the Board of Director of the company
in the forthcoming 21st Annual General Meeting of the Company.
D. Independent directors
During the year under review, the members in their Annual General
Meeting held on 24th September 2014 had approved the appointments of
Mr. S.K. Goel, Mr. Robindra Gupta, Mr. Praveen Sethia, Mr. Rakesh Kumar
Joshi, Mr. Y.L. Madan and Mr. Dhruv Prakash as Independent Directors
who are not liable to retire by rotation for a period of 5 years from
date of appointment but shall be eligible for reappointment for next
five years on passing of a special resolution by the Company and
disclosure of such appointment in the Board's report.
During the year under review, all the independent directors had
submitted the Declaration of Independence, as required pursuant to
section 149(7)of the Companies Act, 2013 stating that they meet the
criteria of independence as provided in section 149 (6) of the
Companies Act, 2013 read with clause 49 of the Listing Agreement.
E. Fit and proper criteria for directors in terms of Revised Regulatory
Framework for NBFC
During the year under review, all the non-executive / independent
directors have executed 'Deeds of Covenants' with the company and had
also submitted the 'Fit and Proper Criteria Declaration' required
pursuant to Revised Regulatory Framework for NBFC notified by RBI vide
notification dated 10th November 2015 as part of Corporate Governance
norms.
F. Directors' profile
A brief resume of Directors, nature of their expertise in specific
functional are as and names of companies in which they hold
Directorships, Memberships /Chairmanships of Board Committees, and
shareholding in the Company are provided in this Report.
34) Separate Meeting of Independent Director
During the year under review, the Independent Director's viz. of the
company meets without the presence of non-independent directors, in
terms of Section 149(8) and Schedule  IV and Clause 49 (B) (II) (6),
and members of management and discussed, inter- alia, (a) to review the
performance of non-independent directors and the Board as a whole; (b)
to review the performance of the Chairperson of the company, taking
into account the views of executive directors and non-executive
directors; (c) to 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.
35) Familiarization Policy and Programme
During the year under review and as defined under clause 49 of the
Listing, your Company, for many years now, has been familiarizing the
Independent Directors on its Board with detailed presentations by its
business functional heads on the Company operations, strategic business
plans, new products and technologies, including significant aspects of
the Industry and its future outlook.
The Familiarization Policy and programmeis at annexed at Annexure No.
12 to this report. The details of familiarization programs extended to
the Non-executive & Independent Directors during the year are also
disclosed from time to time at Company website.
36) Performance Evaluation of The Board, its Committees and Individual
Directors
Pursuant to applicable provisions of the Companies Act, 2013 and the
Listing Agreement with Stock Exchanges, the Board, in consultation with
its Nomination & Remuneration Committee, has formulated a framework
containing, inter-alia, the criteria for performance evaluation of the
entire Board of the Company, its Committees and Individual Directors,
including Independent Directors.
The Independent Directors had met separately without the presence of
Non-Independent Directors and the members of management and discussed,
inter-alia, the performance of Non- Independent Directors and Board as
a whole and the performance of the Chairman of the Company after taking
into consideration the views of executive and Non-Executive Directors.
The Nomination and Remuneration Committee has also carried out
evaluation of every Director's performance.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 to
the Listing Agreement, 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
Committees. On the basis of performance evaluation done by the Board,
it shall be determined whether to extend or continue their term of
appointment, whenever the respective term expires. The manner in which
the evaluation was carried out has been explained in the Corporate
Governance Report.
The Directors expressed their satisfaction with the evaluation process.
37) Disclosure on Nomination and Remuneration Committee and Nomination
and Remuneration Policy
The Nomination and Remuneration Committee as on March 31, 2015
comprises of the following Directors viz. Mr. Praveen Sethia, Mr.
Sanjeev Goel, Mr. Vishal Kumar Gupta, Mr. Rakesh Joshi and Mr. Y. L
Madan
Further, all recommendations of Nomination and Remuneration Committee
were accepted by the Board of Directors. The detailed Nomination and
Remuneration Committee and its terms of reference and meetings held and
attended by the members during the year are mentioned in Corporate
Governance Report Section.
The Board of Directors of your Company has, on recommendation of the
Nomination & Remuneration Committee, framed the policy on appointment
of Board members including criteria for determining qualifications,
positive attributes, independence of a Director and the policy on
remuneration of Directors pursuant to the requirement under Section
134(3)(e) and Section 178(3) of the Companies Act, 2013.
The Policy is annexed at Annexure No. 11 to this report which forms
integral part of this report. The contents of the policy are uploaded
in company website and also stated in the Corporate Governance Report.
38) Disclosure on Audit Committee
The Audit Committee as on March 31, 2015 comprises of the following
Independent Directors viz. Mr. Praveen Sethia, Mr. Vishal Kumar Gupta,
Mr. Rakesh Kumar Joshi.
Further, all recommendations of Audit Committee were accepted by the
Board of Directors.
The detailed Audit Committee and its terms of reference and meetings
held and attended by the members during the year are mentioned in
Corporate Governance Report Section.
During the year 2014-15, the company has complied the requirements of
Section 177 of the Companies Act, 2013 and Clause 49 of the Listing
Agreement. Members of the Audit Committee possess financial /
accounting expertise / exposure. The Company Secretary of the Company
acts as the Secretary to the Committee.
The Statutory Auditors, the Managing Director and the Chief Financial
officer of the Company attends and participates in the meetings of the
Audit Committee.
39) Disclosure of Board and Committee Meeting Process
A. Board material distributed in advance
The agenda and notes on agenda are circulated to Directors in advance,
and in the defined agenda format. All material information is
incorporated in the agenda for facilitating meaningful and focused
discussions at the meeting. Where it is not practicable to attach any
document to the agenda, it is tabled before the meeting with specific
reference to this effect in the agenda. In special and exceptional
circumstances, additional or supplementary item(s) on the agenda are
permitted.
B. Recording minutes of proceedings of board and committees meetings
The Company Secretary records minutes of proceedings of each Board and
Committee meeting. Draft minutes are circulated to Board/Board
Committee members for their comments. The minutes are entered in the
Minutes Book within 30 days from the conclusion of the meeting.
C. Post meeting follow-up mechanism
The guidelines for Board and Board Committee meetings facilitate an
effective post meeting follow-up, review and reporting process for
decisions taken by the Board and Board Committees thereof. Important
decisions taken at Board/ Board Committee meetings are communicated
promptly to the concerned departments/divisions. Action-taken report on
decisions/minutes of the previous meeting(s) is placed at the
succeeding meeting of the Board/Board Committee for noting.
D. Finalization of meetings
The Chairman of the Board and Company Secretary, in consultation with
other concerned members of the senior management, finalise the agenda
for Board meetings.
E. Compliance
The Company Secretary, while preparing the agenda, notes on agenda and
minutes of the meeting(s), is responsible for and is required to ensure
adherence to all applicable laws and regulations, including the
Companies Act, 1956/ Companies Act, 2013 read with rules issued
thereunder, as applicable and the Secretarial Standards as Notified by
Ministry Corporate Affairs and issued by the Institute of Company
Secretaries of India, as applicable.
40) Directors' Responsibility Statement
Pursuant to Section 134(3) (c) of the Companies Act, 2013, your
Directors, based on the representations received from the Management,
confirm :
a) that in the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
b) that they have, in selection of the accounting policies, consulted
the statutory auditors and have applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the end of
the financial year and of the profit of the Company for that period;
c) that to the best of their knowledge and information, they have taken
proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) that they have prepared the annual accounts on a going concern
basis;
e) that they had laid down internal financial controls to be followed
by the Company and that such internal financial controls are adequate
and were operating effectively; and
f) that they have had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
41) Non-Convertible Debentures
During the year under review, the Company met its funding requirements
through a combination of short term debt (comprising Commercial Paper,
Inter Corporate Deposits and Bank Loans) and long term debt (comprising
Non-Convertible Debentures ("NCDs") and Bank Term Loans).
Pursuant to the approval of the shareholder in November 2014, accorded
by way of a Postal Ballot, the Company had issued on Listed Fully
Secured Redeemable Non-Convertible Debentures amounting H 50 crore on
private placement basis with tenor of 48 months pursuant to section 42
of and applicable provisions of the Companies Act, 2013 read with
Companies (Prospectus and Allotment of Securities) Rules, 2014 which
helped in Asset Liability Management and strengthened the long term
resource base of the Company.
The Company has been regular in servicing all of its debt obligations.
The Half Yearly and Annual Results of the Company are regularly
submitted to the Stock Exchanges in accordance with the Listing
Agreement for Debt Securities and are published in a leading English
daily newspaper. The information regarding the performance of the
Company is shared with the debenture holders every six months through a
half yearly communiqué.
Official news releases, including on the half-yearly and annual
results, are also posted on the Company's website. The 'Investors'
section on the Company's website keeps the investors updated on
material developments in the Company by providing key and timely
information such as Financial Results, etc. The debenture holders can
also send in their queries/complaints at the designated email address:
complianceofficer@inteccapital. com
As per the provisions of the Companies Act, 2013, interest on
application money, matured debentures and interest on matured
debentures remaining unclaimed for a period of seven years from the
date it becomes due for payment has to be transferred to the Investor
Education and Protection Fund ("IEPF") established by the Central
Government. However, no such amount had to be transferred to the IEPF
during the year, as the seven year period has not elapsed for the
Company's debentures. In case any of the above dues remain outstanding,
the debenture holders are requested to claim the same at the earliest
by contacting the Company or the Registrars. In terms of the provisions
of the Companies Act, 2013, no claims would lie against the Company or
the IEPF after the transfer of any amount to the IEPF.
The Debentures issued on private placement basis are listed on BSE. The
Company has paid Annual Listing fees for FY 2014-15 to BSE, where the
Company's debentures, whether issued on a private placement basis, are
listed.
Debenture Trustee GDA Trusteeship Limited Plot No 85, Street, Bhusari
Colony, Paud Road, Pune  411038.
Registrar and Transfer Agents for Fully Secured redeemable
Non-convertible Debentures on Private Placement Basis BIG SHARE
SERVICES PVT. LTD. 306, Right Wing, 3rd Floor, Amrutha Ville, Opp.
Yashoda Hospital, Raj Bhavan Rd, Somajiguda, Hyderabad, Telangana
500082
Compliance Officer
Mr. Puneet Sehgal
[email protected]
Address of BSE PhirozeJeejeebhoy Towers, Dalal Street, Mumbai  400 001
www.bseindia.com Scrip Code 951360 ISIN No. INE017E07015
42) Risk Management Policy
The Company has in place a Risk Management Policy in line business
requirement.
The Risk Management was constituted originally on 8th January 2013 and
was reconstituted from time to time according to need of the company.
The Risk Management Committee has been entrusted with the
responsibility of Formulation of policies, procedures and practices to
identify, evaluate, address and monitor risk and to ensure business
growth plans are supported by effective risk infrastructure. The Risk
practices and conditions adopted are appropriate for the business
environment and to assist the Board in discharge of its duties &
responsibilities and in overseeing that all the risks that the
organization faces such as strategic, financial, credit, market,
liquidity, security, property, IT, legal, regulatory, reputational and
other risks have been identified and assessed and there is an adequate
risk management infrastructure in place capable of addressing those
risks.
Information on identification and elements of risk which in the opinion
of the Board may threaten the existence of the Company is given in the
Management Discussion Analysis & Report section in this Annual Report.
The detailed information on Risk Management Committee its constitution,
its meeting held and attended during the year under review is
separately mentioned in Corporate Governance Report Section.
The Company has introduced several improvements to existing internal
policies / processes / framework / audit methodologies to mitigate /
minimize the enterprise risk.
43) Whistle Blower / Vigil Mechanism
The Company promotes ethical behavior in all its business activities
and has put in place a mechanism of reporting illegal or unethical
behavior. The Company has a whistle blower policy wherein the employees
are free to report violations of laws, rules, regulations or unethical
conduct to their immediate supervisor or such other person as may be
notified by the management to the work groups. The confidentiality of
those reporting violations is maintained and they are not subjected to
any discriminatory practice
Your Company has an effective Whistle Blower / Vigil Mechanism system
in terms of Section 177(9) of the Companies Act, 2013 and other
applicable provisions as amended from time to time read with clause
49(II) (F) of the revised Listing Agreement as enforced by the SEBI and
Stock Exchanges
The Whistle Blower / Vigil Mechanism Policy was adopted in terms of
Section 177(9) of the Companies Act, 2013 and other applicable
provisions as amended from time to time read with clause 49(II) (F) of
the revised Listing Agreement as enforced by the SEBI and Stock
Exchanges.
The Whistle Blower / Vigil Mechanism Policy is also available on the
Company website to report any genuine concerns about unethical
behavior, any actual or suspected fraud or violation of Company's Code
of Conduct.
44) Particulars of Employees, Key Managerial Personnel and Related
Disclosures
In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement showing
the Name, Designation, Qualifications, Experience (in Years),
Remuneration (in H), Date of Appointment, Age (in years), Particulars
of last employment of the employees drawing remuneration in excess of
the limits set out in the said rules is annexed at Annexure  13 which
forms part of this report.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
annexed at Annexure  14 which forms part of this report.
As required under the section 197(12) of the Companies Act, 2013 read
with the rule 5 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the prescribed particulars are
disclosed in the Director's Report
Also in terms of provisions of section 136(1) of the said Act, these
particulars will be made available to shareholder on request. The said
information is available for inspection at the registered office of the
Company during working hours and any member interested in obtaining
such information may write to the Company Secretary and the same will
be furnished on request.
The full Annual Report including the aforesaid information is being
sent electronically to all those members who have registered their
email addresses and is available on the Company's website.
None of directors is holding any shares in the company except Mr.
Sanjeev Goel, Managing Director holding 544464 fully paid equity shares
as individual promoter category and Mr. Praveen
Sethia holding 18 fully paid equity shares in individual non- promoter
category.
None of directors is having any pecuniary relationship with the company
except Mr. Dhruv Prakash, Non-executive Independent Director and Mr.
Y.L. Madan, Non-executive Independent Director who are having business
relationship in the ordinary course of business and on arm's length
basis.
During the year under review, Mr. Dhruv Prakash, Non-executive
Independent Director was paid H 10,00,000/- towards consultancy of HR
services which is in ordinary course of business and on arm's length
basis. Besides, Mr. Y.L. Madan, Non-executive Independent Director was
also H 420,000/- towards consultancy of Treasury Services which is in
ordinary course of business and on arm's length basis.
During the year the Managing Director was paid the remuneration
amounting H1 crore (Rupees One crore only) the break-up of which is
mentioned in Annexure -7 of this report
45) Particulars of Loans, Guarantees or Investments Under Section 186
of The Companies Act, 2013
There are particulars of loans guarantees or investments required to be
reported pursuant to Section 134(3) (g) of the Companies Act, 2013 in
terms of Section 186 of the Companies Act and same is mentioned in the
Schedules forming part of the Balance Sheet.
46) Green Initiatives and E-Voting
This year we had started Green Initiative in Corporate Governance: Go
Paperless as a sustainability initiative and minimizing our impact on
the environment.
Under this Go Green initiative electronic copies of the Annual Report
2015 and Notice of 21st Annual General Meeting shall be sent to those
Members whose email addresses are registered with the Company/RTA.
For other members who have not registered their email addresses,
physical copy of the Annual Report and Notice of AGM are sent in the
permitted mode. Members requiring physical copies can send a request to
Compliance Officer of the Company.
The Company is providing e-voting facility to all its members to enable
them to cast their votes electronically on all the resolutions set
forth in the Notice. This is pursuant to Section 108 of the Companies
Act 2013 and Rule 20 of the Companies (Management and Administration)
Rules 2014.The instructions for E-voting is provided in the Notice.
47) Reminder to investors:
Reminders for unclaimed shares, unpaid dividend are sent to
shareholders/debenture holders as per records every year.
48) Disclosures Under Section 217(1)(E) of The Companies Act, 1956
The details of Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo is information is furnished below, pursuant
to provisions of Section 134 of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014
Rule
8 (3) (A) Conservation of Energy: Not Applicable
8 (3) (B) Technology Absorption: Not Applicable
8 (3) (C) Foreign Exchange Earnings And
Outgo Current
Year Previous
Year
Out flow: NIL NIL
Inflow: NIL NIL
49) SEBI (Prohibition Of Insider Trading) Regulations 2002 And Its
Disclosures Under Insider Trading Code
The Company has in place the "Internal Code for prevention of Insider
Trading" pursuant to SEBI (Prohibition of Insider Trading) Regulations,
2002.
SEBI vide its Circular No. dated 15th January, 2015, has introduced
SEBI (Prohibition of Insider Trading) Regulations, 2015, to be
effective from 15th May, 2015 which has replaces the old SEBI PIT
Regulations.
Accordingly, the Board of Directors has formulated "Code of Conduct for
Regulating, Monitoring and Reporting of Trading by Insiders pursuant to
Regulation 9 of SEBI (Prohibition of Insider Trading), 2015" Besides,
the Board of Directors has also formulated the "Code of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive
Information" (hereinafter referred to as the "Code") pursuant to
Regulation 8 under Chapter  IV of SEBI Prohibition of Insider Trading)
Regulation, 2015
All the necessary disclosures pursuant to the Insider Trading Code have
been made by all the directors.
50) Secretarial Standards Notified by Ministry of Corporate Affairs and
Issued by the Institute of Company Secretary of India
The Institute of Company Secretaries of India (ICSI), one of India's
premier professional bodies, has issued Secretarial Standards on
important aspects like Board meetings, General meetings, Payment of
Dividend, Maintenance of Registers and Records, Minutes of Meetings,
Transmission of Shares and Debentures, Passing of Resolutions by
Circulation, Affixing of Common Seal and Board's Report.
Although these standards, during the year under review, are
recommendatory in nature.
However, the Ministry Corporate Affairs vide notification dated
23rd April 2015 had notified two secretarial Standards i.e. 1)
Secretarial Standard on Meetings of the Board of Directors (SS-1); 2)
Secretarial Standard on General Meetings (SS-2). The aforesaid
Secretarial Standards is applicable from 1st July 2015 onwards.
51) Annual Report
The Annual Report containing, inter alia, Audited Financial Statement,
Consolidated Financial Statements, Directors' Report, Auditors' Report
and other important information is circulated to members and others
entitled thereto. The Management's Discussion and Analysis (MD&A)
Report forms part of the Annual Report and is displayed on the
Company's website.
52) BSE Corporate Compliance & Listing Centre (The Listing Centre):
BSE's Listing Centre is a web-based application designed for
corporates. All periodical compliance filings like shareholding
pattern, corporate governance report, media releases, among others are
also filed electronically on the Listing Centre.
53) SEBI complaints redress system (SCORES)
The investor complaints are processed in a centralized web- based
complaints redress system. The salient features of this systemare:
Centralized data base of all complaints, online upload of Action Taken
Reports (ATRs) by concerned companies and online viewing by investors
of actions taken on the complaint and its current status.
54) HRD Initiatives- Training & Development
The Company recognizes the importance of Human Resource and the
continuous need of development of the same. The Company stresses on the
need to continuously upgrade the competencies of its employees and
equip them with the latest developments. In order to achieve this, the
Company organizes various programs including in-house training and
professional skills development programs across all levels of
employees.
55) Report Under The Prevention of Sexual Harassment Act
Your Company recognizes its responsibility and continues to provide a
safe working environment for women, free from sexual harassment and
discrimination and to boost their confidence, morale and performance.
Pursuant to the legislation 'Prevention, Prohibition and Redressal of
Sexual Harassment of Women at Workplace Act, 2013' introduced by the
Government of India, which came into effect from 9 December 2013, the
Company has framed a Policy on Prevention of Sexual Harassment at
Workplace which is also reviewed by the Committee at regular intervals.
There was no case reported during the year under review under the said
Policy.
There were no complaints reported under aforesaid Act.
The employee relations in the Company continued to be healthy, cordial
and progressive.
56) Acknowledgements
The Board of Directors would like to convey their appreciation to the
Customers, Shareholders, Vendors, Banks, Financial Institutions,
various Government Authorities, RBI, SEBI and Stock Exchanges for their
cooperation and support throughout the year.
The Board recognizes that it is accountable to shareholders for the
performance of the Company, believes in transparency in its conduct and
strives to disseminate the material information to the shareholders and
the public.
Looking forward to receive continued patronage from all our business
partners and associates to become better and strong organization.
The Board of Directors would also place on record the appreciation for
the contributions made by the employees at all levels.
Your Directors place on record their gratitude to the Central
Government, State Governments and Company's Bankers for the assistance,
co-operation and encouragement they extended to the Company. Your
Directors also wish to place on record their sincere thanks and
appreciation for the continuing support and unstinting efforts of
investors, vendors, dealers, business associates and employees in
ensuring an excellent all around operational performance.
For Intec Capital Limited
Date : 6th August, 2015 Sanjeev Goel S.K. Goel
Place : New Delhi Managing Director Non-executive Independent
Director
Mar 31, 2014
Dear Members,
The Directors are pleased to present the 20th Directors Report
together with the Annual Audited Accounts for the financial year ended
31st March, 2014.
Financial Highlights
For the financial year ended 31st March, 2014:
(Rs. in lacs)
Particulars Standalone as at March Consolidated as at March
2014 2013 2014 2013
Profit/(Loss) before tax 2,657.82 2,006.62 2,442.95 2,008.86
Less: Provision for Taxation
Current Tax 1,613.27 666.26 1,613.27 666.26
Deferred Tax (837.45) 28.09 (837.45) 28.09
Current Tax for earlier
years 65.54 65.54
Profit/(Loss) after tax 1,816.46 1,312.27 1,601.59 1,314.51
Add: Balance brought
forward from last year 2,786.83 1,823.26 2,785.69 1,819.87
Less: Adjustment of
goodwill relating to
earlier years 251.85 - 251.85 -
Surplus available for
appropriation 4,351.44 3,135.53 4,135.43 3,134.38
Less: Appropriations
Proposed Equity Dividend 71.42 64.02 71.42 64.02
Preference Dividend 31.18 10.19 31.18 10.19
Tax on Proposed Dividend 17.44 12.04 17.44 12.04
Transfer to Reserve Fund
u/s 45IC of RBI Act,1934 363.29 262.45 363.29 262.45
Surplus carried to
Balance Sheet 3,868.11 2,786.83 3,652.10 2,785.68
Dividend
Your Directors have recommended a Final Dividend of Rs. 0.50 (i.e. 5%)
per Equity shares having face value of Rs. 10/- each on the fully paid
up Equity Share Capital of the Company for the FY 2013-14.
The dividend payout is subject to approval of members at the ensuing
20th Annual General Meeting.
The dividend will be paid to members whose names appear in the Register
of Members as on record date; in respect of shares held in
dematerialized form, it will be paid to members whose names are
furnished by National Securities Depository Limited and Central
Depository Services (India) Limited, as beneficial owners as on that
date.
Transfer to Reserves
During the year under review Company had transferred Rs. 363.29 lacs to
the Reserves Fund from the profits of the Company in accordance with
the provisions of Section 45IC of the Reserve Bank of India Act, 1934.
Capital Adequacy Ratio
The Company''s total Capital Adequacy Ratio (CAR) as on 31st March,
2014 stood at 22.63% as compared to 23.33% for the previous year as a
percent of the aggregate risk weighted assets on balance sheet and risk
adjusted value of the off-balance sheet items, which is well above the
regulatory minimum of 15.00%.
Transfer to Investor Education & Protection Fund
The Company sends letters to all shareholders whose dividends are
unclaimed so as to ensure that they receive their rightful dues.
Efforts are also made in co-ordination with the Registrar to locate the
shareholders who have not claimed their dues.
As provided in Section 205C(2) of the Companies Act, 1956, dividend
amount which was due and payable and remained unclaimed and unpaid for
a period of seven years has to be transferred to Investor Education &
Protection Fund. The amount of Rs. 144,480.00 remained unclaimed for
the year 2005-06 and was transferred to Investor Education & Protection
Fund by the Company during the year. Cumulatively, the amount
transferred to the said fund was Rs. 144,480.00 during the Financial
year 2013-14.
Non Acceptance of Public Deposits
The Company has not accepted any Public Deposits or any Fixed Deposit
during the year 2013- 14 and hence there are no defaults in repayments
of amount of principle or interest as on the date of Balance Sheet.
Depository System
As the members are aware, the Company''s shares are compulsorily
tradable in electronic form. As on 31st March, 2014, 71.88% of the
Company''s total paid-up Capital representing 13,201,289 shares is in
dematerialized form. In view of the numerous advantages offered by the
Depository system, members holding shares in physical mode are advised
to avail the facility of dematerialization from either of the
Depositories.
Subsidiary Company
The Company has one 100% Wholly Owned Subsidiary i.e Amulet
Technologies Limited.
As per Section 212 of the Companies Act 1956, we are required to attach
Director''s Report, Balance Sheet and Profit and Loss account of the
subsidiary company. The Ministry of Corporate Affair vide the General
Circular No. 2/2011 and 3/2011 dated 08th February, 2011 and 21st
February, 2011 respectively has provided an exemption to companies from
complying with Section 212 i.e from attaching the required reports and
accounts of Subsidiary Companies in the Annual Report of the Holding
Company. A statement in terms of Section 212 of the Companies Act, 1956
as mentioned in the Circular is attached with the Annual Report of the
Company. The Shareholders desirous of obtaining the report and
accounts of the Subsidiary company may obtain the same upon request.
The report and accounts of the Subsidiary Company are kept for
inspection at the Registered Office of the Company and the Subsidiary.
Auditors and Audit Report
The Auditors, B S R & Co. LLP, Chartered Accountants, retire at the
ensuring AGM and have confirmed their eligibility and willingness to
accept office if re-appointed.
The Company has received letters from all of them to the effect that
their re-appointment, if made, would be within the prescribed limits
under Section 141(3)(g) of the Companies Act, 2013 and that they are
not disqualified for re-appointment.
The Auditors'' Report on the financials of the Company for the year
ended 31st March, 2014 does not contain any reservation, qualification
or adverse remark except a Service tax due amounting to Rs. 11 lacs was
in arrears as at 31st March, 2014 for a period of more than six months
from the date it has become payable. This amount was accrued by the
Company only at year end, not envisaged earlier considering the nature
of income, and paid off subsequent to year end (along with applicable
interest).
Director''s reply to Auditor''s obser - vation / qualification in
Auditor''s Report
Regarding the qualification of Auditors in the CARO being integral part
of Audit Report as per point No. (ix) (a), regarding the qualification
of Auditor as per point No. (ix) (a) of CARO, our comment is that the
company has already paid the service tax dues amounting Rs. 11 lacs to
service tax authorities.
Open Offer under SEBI SAST, 2011
During the financial year, the Promoter group was allotted shares which
resulted in their stake increasing beyond 5% of the outstanding share
capital. As per SEBI guidelines, this required the Promoter group to
launch an open offer to acquire upto 26% of the outstanding shares.
9,17,922 shares were tendered during the process and acquired by the
Promoter group. Subsequent to the closure of the open offer, the
promoter shareholding was 71.6%.
Listing of Shares
Presently, the Equity Shares of the Company are listed on following
Stock Exchanges:
. BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001
. Delhi Stock Exchange Limited, DSE House, 3/1, Asaf Ali Road,
New Delhi 110 002
The Annual Listing Fees for the FY 2014-15 have been paid for both the
Stock Exchanges where the shares of the Company are listed.
Credit Rating Agencies
The Credit Rating assigned to the long term bank facilities by Credit
Analysis & Research Limited (CARE) is CARE BBB (Triple B Plus) for an
amount of Rs. 675 crore (enhanced from Rs. 441.17 crore).
Board of Directors
Appointment
In terms of section 149, 150, 152 and any other applicable provisions
of the Companies Act, 2013 and the rules made thereunder (including any
statutory modification(s) or re-enactment thereof for the time being in
force) read with Schedule IV to the Companies Act, 2013, of the
Companies Act, 2013, Mr. Dhruv Prakash (bearing DIN 05124958) was
appointed as a Non-Executive Independent Director on the Board of
Directors of the Company for a five (5) consecutive years for a term
starting from 28th May, 2014 and ending up to 27th May, 2019 subject to
the approval of shareholders by passing ordinary resolution in the
forthcoming Annual General Meeting of the Company.
Mr. Prakash holds a Master''s degree in business administration from
the Indian Institute of Management, Ahmedabad, and a Master''s degree
in Chemistry from Meerut University.
In addition to over 40 years of varied industry experience, Mr. Prakash
possesses an extensive background in consulting, having worked with
several of India''s leading businesses to manage change, coach senior
management, build high performance cultures, align executive
compensation, restructure organizations and conduct post-merger
integration.
Resignation
Mr. Prakash Dhoot who was acting as Non-Executive Nominee Director on
the Board, resigned from the services of the company effective from
06th March, 2014.The Board would like to thank and record its
appreciation for the services rendered by him to the Board and to the
Company.
Mr. Subhash Jindal who was acting as Non-Executive Independent
Director on the Board has also resigned from services of the company as
Director w.e.f 27th May, 2014. Mr. Jindal has been part of the Board
for 15 years and Board conveys its deep sense of appreciation for the
services rendered by him during his tenure.
Re-Appointments
As per the provisions of Companies Act, 2013 and Article 86 of the
Article of Association of the Company Mr. Vishal Kumar Gupta (DIN:
02368313), Director of the Company will be liable to retire by rotation
at the ensuing Annual General Meeting and being eligible, offer himself
for re-appointment.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
Independence as prescribed both under sub-section (6) of Section 149
of the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges.
Board Meeting held during the year
During the period under review the company has held 8 Meetings of Board
of Directors
Sl. Name Designation Meetings Meetings
held attended
1. Mr. Sanjeev Goel Managing Director 8 8
2. Mr. Robindra Gupta Director 8 8
3. Mr. Praveen Sethia Director 8 5
4. Mr. Rakesh Kumar Joshi Director 8 8
5. Mr. Vishal Kumar Gupta Director 8 6
6. Mr. Prakash Dhoot* Director 8 4
7. Mr. S. K. Goel Director 8 8
8. Mr. Y. L. Madan Director 8 6
9. Mr. Subhash Jindal** Director 8 4
* Mr. Prakash Dhoot ceased to be a director of the company w.e.f 06th
March, 2014
** Mr. Subhash Jindal has resigned from the board w.e.f. 27th May, 2014
and his resignation was accepted in the Board Meeting held or 28th May,
2014.
Management Discussion Analysis Report (MDAR)
The Management Discussion and Analysis Report for the year under
review, as stipulated under Clause 49 of the Listing Agreement with the
Stock Exchanges in India, is presented in a separate section which
forms part of the Annual Report.
Particulars of Employees
As per the provisions of Section 217(2A) of the Companies Act, 1956,
read with the Companies (Particulars of Employees) Rules, 1975, as
amended, Companies (Particulars of Employees) Amendment Rules, 2011 the
details and the other particulars of employees drawing remuneration
aggregating to more than Rs. 6,000,000/- (Rupees Sixty Lacs Only) per
annum and Rs. 500,000/- (Rupees Five Lacs) per month, are required to
be attached to this report. There are no employees drawing such
remuneration.
Directors'' Responsibility Statement
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956, your Directors confirm that:
. In the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed;
. The Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for the year under review;
. The Directors have taken proper and sufficient care of 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
prevention and detecting fraud and other irregularities;
. The Directors have prepared the accounts for the year ended 31st March,
2014 on a going concern basis.
Statutory Auditors
B S R & Associates Chartered Accountant, Gurgaon were appointed as the
statutory auditors of the Company for FY 2013-14 at the 19th Annual
General Meeting (AGM) of the Company held on 25th September, 2013. B S
R & Associates converted itself into a Limited Liability Partnership
(LLP) under the provisions of the Limited Liability Partnership Act,
2008 and is now known as B S R & Associates LLP with effect from 14th
October, 2013. In terms of the Ministry of Corporate Affairs,
Government of India, General Circular No. 9/2013 dated 30th April,
2013, if a firm of CAs, being an auditor in a company under the
Companies Act, 1956, is converted into an LLP, then such an LLP would
be deemed to be the auditor of the said company. Accordingly, the audit
of the Company for FY 2013-14 was conducted by B S R & Associates LLP.
As per the provisions of section 139 of the Act, no listed company can
appoint or re-appoint an audit firm as auditor for more than two terms
of five consecutive years. Section 139 of the Act has also provided a
period of three years from the date of commencement of the Act to
comply with this requirement.
B S R & Associates LLP will hold their office till the ensuring Annual
General Meeting and are eligible for reappointment for a maximum term
upto next five years, if reappointed
The Board recommends their re-appointment for the approval of the
shareholders form the conclusion of this Annual General Meeting till
next Annual General Meeting of the Company.
Internal Control Systems and Adequacy
The Company has satisfactory internal control system.
The Internal Control System ensures that the assets and interests of
the Company are safeguarded and accuracy in accounting records & data
is maintained. The control system ensures that proper checks and
reviews are conducted to ensure compliance with all laws and
regulations applicable to the Company. The Company also has a robust
Management Information System which is an integral part of the control
mechanism.
The control system is improved and modified on continuous basis to meet
the changes in business, statutory and accounting requirements.
The Audit Committee of the Board of Directors and Statutory Auditors
periodically reviews the internal audit findings and corrective actions
are taken.
Reserve Bank of India (RBI) Guidelines
On 07th April 2014 your company has attained the status of Asset
Finance Company i.e Non-Banking Asset Finance Company (NBFC-AFC). Post
acquiring the said status the Company has to comply with additional
compliances. The Company continues to comply with all the regulatory
compliances as prescribed by the Reserve Bank of India.
HRD Initiatives-Training & Development
The Company recognizes the importance of Human Resource and the
continuous need of development of the same. The Company stresses on the
need to continuously upgrade the competencies of its employees and
equip them with the latest developments. In order to achieve this, the
Company organizes various programs including in- house training and
professional skills development programs across all levels of
employees.
Disclosures under Section 217(1)(E) of the Companies Act,1956
In terms of Section 217(1)(e) read with Companies (Disclosure of
Particulars in Report of the Board of Directors) Rules, 1988 of the
Companies Act, 1956 your Directors furnish the information as below:
Conservation of Energy: N.A.
Technology Absorption : N.A.
Activities relating to exports, The Company is not
initiatives taken to increase engaged in Export
exports, development of Activities.
new export markets for
products and services and
export plans.
Foreign Exchange Earnings Current Previous
And Outgo Year Year
Out flow NIL NIL
Inflow NIL NIL
Green Initatives
This year we had started Green Initiative in Corporate Governance: Go
Paperless as a sustainability initiative and minimizing our impact on
the environment.
Under this Go Green initiative electronic copies of the Annual Report
2014 and Notice of 20th Annual General Meeting of the company are sent
to all the members whose email addresses are registered with the
Company/RTA. For other members who have not registered their email
addresses, physical copy of the Annual Report and Notice of AGM are
sent in the permitted mode. Members requiring physical copies can send
a request to Compliance Officer of the Company.
The Company is providing e-voting facility to all its members to enable
them to cast their votes electronically on all the resolutions set
forth in the Notice. This is pursuant to Section 108 of the Companies
Act 2013 and Rule 20 of the Companies (Management and Administration)
Rules 2014.The instructions for e-voting is provided in the Notice.
Acknowledgement
The Board of Directors would like to express their appreciation for
assistance and cooperation received from Customers, Shareholders,
Vendors, Banks, Financial Institutions, various Government Authorities.
The Board recognizes that it is accountable to shareholders for the
performance of the Company, believes in transparency in its conduct and
strives to disseminate the material information to the shareholders and
the public.
Looking forward to receive continued patronage from all our business
partners and associates to become better and strong organization.
The Board of Directors would also place on record the appreciation for
the contributions made by the employees at all levels.
For Intec Capital Limited
Sanjeev Goel S. K. Goel
Managing Director Director
Date: 7th August, 2014
Place: New Delhi
Mar 31, 2012
The Board of Directors take immense pleasure in presenting their 18th
Directors' Report together with the Annual Audited Accounts for the
financial year ended 31st March, 2012.
FINANCIAL HIGHLIGHTS
For the financial year ended 31March, 2012: (in lacs)
Particulars Year Ended Year Ended
31st March, 2011 31 st March,2011
ProfiV(Loss) before tax 1422.78 777.41
Less: Provision for Taxation
Current Tax 467.55 297.68
Deferred Tax 8.44 3.92
ProfiV(Loss) after tax 946.79 475.82
Add: Balance brought forward
from last year 1147.82 834.10
Surplus available for appropriation 2094.61 1309.92
Less: Appropriations
Dividend on Equity Shares paid 6.75
Tax on Dividend paid 0.90
Proposed Dividend 63.96 57.21
Tax on Proposed Dividend 10.38 9.72
Transfer to Reserve Fund u/s
45IC of RBI Act, 1934 189.36 95.16
Surplus carried to Balance Sheet 1823.26 1147.82
DIVIDEND
The Board of Director are pleased to recommend a Final Dividend of Rs.
0.50 (i.e. 5%) per Equity shares having face value of Rs. 10/- each on
the fully paid up Equity Share Capital of the Company for the financial
year 2011 -12 subject to the approval of the shareholders at the
ensuing 18th Annual General Meeting.
TRANSFER TO RESERVES
During the year under review Company has transferred Rs. 189.36 Lacs to
the Reserves Fund from the profits of the Company in accordance with
the provisions of Section 45IC of the Reserve Bank of India Act, 1934.
CAPITAL ADEQUACY RATIO
The Company's consolidated Capital Adequacy Ratio (CAR) as on 31 March,
2012 stood at 19.45% as compared to 23.01 % for the previous year as a
percent of the aggregate risk weighted assets on balance sheet and risk
adjusted value of the off-balance sheet items, which is well above the
regulatory minimum of 1 5.00%.
SUBSIDIARY COMPANY
To augment the growth and expansion plans, the Company has acquired
M/s. Amulet Technologies Private Limited as a 100% Wholly Owned
Subsidiary by way of acquiring the entire equity share capital. During
the year M/s. Amulet Technologies Private Limited was converted to
public limited company, as private company which is a subsidiary of
public company is deemed public company.
Ministry of Corporate Affair vide the General Circular No. 2/2011 and
3/2011 dated 08th February, 2011 and 21st February, 2011 respectively
has granted an exemption in attaching the required reports and accounts
of Subsidiary Companies in the Annual Report of the Holding Company. A
statement in terms of Section 212 of the Companies Act, 1956 as
mentioned in the Circular is attached with the Annual Report of the
Company. The Shareholders desirous of obtaining the report and accounts
of the Subsidiary company may obtain the same upon request. The report
and accounts of the Subsidiary Company are kept for inspection at the
Registered Office of the Company and the Subsidiary.
NON ACCEPTANCE OF PUBLIC DEPOSITS
The Company has not accepted any Public Deposits or any Fixed Deposit
during the year 2011 -12 and hence there are no defaults in repayments
of amount of principle or interest as on the date of Balance Sheet.
DISCLOSURES
During the year under review, the Company has allotted 13,50,000 Equity
Share of Rs.10/- each at a Premium of Rs.100/- each on Preferential
Allotment basis to Promoter and Non Promoter allottees in accordance
with the SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2009. The said shares are listed and traded at both the
Stock Exchanges where the Equity Shares Capital of the Company is
listed.
Presently the Equity Share Capital of the Company is listed at BSE
Limited and Delhi Stock Exchange Limited. During the year the Company
has filed an application for getting the Paid-up Equity Share Capital
listed in the Equity Segment of National Stock Exchange of India
Limited (NSE). The move was with the objective to expand the market
exposure and shareholders base. NSE is the largest exchange in the
country in terms of trading volumes, which would result in providing
continuous liquidity to the shareholders of the Company and also help
in broadening the shareholder base and market exposure for the present
shareholders.
The Credit Rating assigned to the long term bank facilities by Credit
Analysis & Research Limited (CARE) is CARE BBB (Triple B) for an amount
of Rs. 250 Crores. ICRA Limited has also assigned rating to long-term
facilities and working capital bank lines as ICRA BBB (Triple B) with a
stable outlook to Rs. 220 Crores Long Term Bank facilities of the
Company.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance norms set out by
SEBI.
The Report on Corporate Governance along with the Certificate by
Managing Director and Head- Finance & Accounts on financial statements
as stipulated under Clause 49 of the Listing Agreement and Declaration
by the Managing Director with regard to Code of Conduct forms part of
the Annual Report.
The requisite Certificate from the Statutory Auditors of the Company
confirming compliance with the condition of Corporate Governance as
provided under the aforesaid Clause 49 is attached to this Report.
MANAGEMENT DISCUSSION ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under
review, as stipulated under Clause 49 of the Listing Agreement with the
Stock Exchanges in India, is presented in a separate section which
forms part of the Annual Report.
LISTING OF SHARES
The Equity Shares of the Company are listed on following Stock
Exchanges:
- BSE Limited, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai- 400
001
- Delhi Stock Exchange Limited, DSE House, 3/1, Asaf Ali Road, New
Delhi 110 002
The Annual Listing Fees for the financial year 2012-13 are paid for
both the Stock Exchanges where the shares of the Company are listed.
During the year an application has been filed for getting the Paid-up
Equity Share Capital of the Company listed in the Equity Segment of
National Stock Exchange of India Limited (NSE).
BOARD OF DIRECTORS
As per the provisions of Companies Act, 1956 and Article 86 of the
Article of Association of the Company Mr. S. K. Goel and Mr. Subhash
Jindal, Directors of the Company, are liable to 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 Listing
Agreement, the brief resume of Mr. S. K. Goel and Mr. Subhash Jindal,
is provided in the Notice of the 18th Annual General Meeting of the
Company. The Board of Directors in their meeting held on 07th November,
2011 has appointed Mr. Y L. Madan as an Additional Director of the
Company. Mr. Y. L. Madan will retire at the ensuing Annual General
Meeting and being eligible, offers himself to be reappointed as a
Director of the Company subject to the approval of Shareholders.
PARTICULARS OF EMPLOYEES
As per the provisions of Section 217(2A) of the Companies Act, 1956,
read with the Companies (Particulars of Employees) Rules, 1975, as
amended, Companies (Particulars of Employees) Amendment Rules, 2011 the
details and the other particulars of employees drawing remuneration
aggregating to more than Rs. 60,00,000/- (Rupees Sixty Lacs Only) per
annum and Rs. 5,00,000/- (Rupees Five Lacs) per month, are required to be
attached to this report. There are no employees drawing such
remuneration.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of section 217(2AA) of the Companies Act,
1956, your Directors confirm that:
- In the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed;
- The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit of
the Company for the year under review;
- The Directors have taken proper and sufficient care of 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 prevention and detecting fraud and other
irregularities;
- The Directors have prepared the accounts for the year ended 31st
March, 2012 on a going concern basis.
STATUTORY AUDITORS
The Statutory Auditors, M/s. T.K. Gupta & Associates, Chartered
Accountants, New Delhi retire at the conclusion of the ensuing Annual
General Meeting and being eligible, offer themselves for
re-appointment.
The Company has received a certificate from the Statutory Auditors to
the effect that their re-appointment, if made, would be in accordance
with Section 224(1 B) of the Companies Act, 1956 and that they are not
disqualified for reappointment within the meaning of Section 226 of the
said Act.
The Board recommends their re-appointment for the approval of the
shareholders.
AUDITORS' REPORT
The Auditors' Report on the financials of the Company for the year
ended 31March, 2012 does not contain any reservation, qualification or
adverse remark.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
The Company has satisfactory internal control system.
The Internal Control System ensures that the assets and interests of
the Company are safeguarded and accuracy in accounting records & data
is maintained. The control system ensures that proper checks and
reviews are conducted to ensure compliance with all laws and
regulations applicable to the Company. The Company also has a robust
Management Information System which is an integral part of the control
mechanism.
The control system is improved and modified on continuous basis to meet
the changes in business, statutory and accounting requirements.
The Audit Committee of the Board of Directors and Statutory Auditors
periodically reviews the internal audit findings and corrective actions
are taken.
RESERVE BANK OF INDIA (RBI) GUIDELINES
The Company was recognised as Non Deposit Accepting Systemically
Important (NDSI) Non Banking Financial Company (NBFC) during the
financial year 2011-12. Post acquiring the said status the Company has
to comply with additional compliances. The Company continues to comply
with all the regulatory compliances as prescribed by the Reserve Bank
of India.
HRD INITIATIVES- TRAINING & DEVELOPMENT
The Company recognises the importance of Human Resource and the
continuous need of development of the same. The Company stresses on the
need to continuously upgrade the competencies of its employees and
equip them with the latest developments. In order to achieve this, the
Company organises various programs including in-house training and
professional skills development programs across all levels of
employees.
DISCLOSURES UNDER SECTION 217(1)(e) OF THE COMPANIES ACT,1956
In terms of section 217(1)(e) read with Companies (Disclosure of
Particulars in Report of the Board of Directors) Rules, 1988 of the
Companies Act, 1956 your Directors furnish the information as below:
Conservation of Energy: N.A.
Technology Absorption: N.A.
Activities relating to
exports, The Company is not
initiatives taken to
increase engaged in Export Activities
exports,
development of new
export markets for
products and services
and export plans.
Foreign Exchange Earnings Current Year Previous Year
And Outgo
Outflow: NIL NIL
Inflow: NIL NIL
APPRECIATIONS
The Board recognises that it is accountable to shareholders for the
performance of the Company, believes in transparency in its conduct and
strives to disseminate the material information to the shareholders and
the public.
The Board of Directors would like to convey their appreciation to the
Customers, Shareholders, Vendors, Banks, Financial Institutions,
various Government Authorities, RBI, SEBI and Stock Exchanges for their
cooperation and support throughout the year.
Looking forward to receive continued patronage from all our business
partners and associates to become better and strong organisation.
The Board of Directors would also place on record the appreciation for
the contributions made by the employees at all levels.
For Intec Capital Limited
Sanjeev Goel S. K. Goel
Managing Director Director
Date: 30.07.2012
Place: New Delhi
Mar 31, 2010
The Directors have immense pleasure in presenting the Sixteenth Annual
Report together with Audited . Accounts of the Company for the year
ended on 31 st March 2010.
FINANCIAL RESULTS
We have given below the financial highlights for the year under review.
-
(Rs. In Lacs)
Particulars Year Ended Year Ended
31.03.2010 31.03.2009
Total Revenue
Income from Operation 1496.06 1093.69
Other Income 10.52 4.57
Total 1506.58 1098.26
Administrative Expenditure 499.39 361.15
PBIDT 1007.19 737.11
Interest 687.15 516.22
Depreciation 5.53 4.95
Profit Before Tax 314.52 215.94
Provision for Income Tax 110.79 70.07
Current Tax 0.36 3.30
Deferred Tax - 3.34
Fringe Benefit Tax 203.36 139.23
Profit After Tax 1.18 1.15
Add/(Less): Excess Provision written
back/Refund Adjusted 240.43 160.72
Profit brought forward from earlier year 442.61 301.10
Profit available for appropriation 40.67 27.85
Appropriations: 28.05 28.05
Transferred to Special Reserves Fund 4.77 4.77
Proposed Dividend 369.12 240.43
Dividend Tax
Balance Transferred to Reserve & Surplus
DIVIDEND
The Directors of the company are pleased to recommend a dividend at the
rate of Rs. 0.50 per equity share (5% of face Value of share of Rs.10/-
each) on the paid-up equity share capital for the year ended on 31 st
March 2010.
MERGER OF UNITEL CREDIT (P) LTD. WITH INTEC CAPITAL LIMITED
As you are aware that the management had decided that Intec and Unitel
Credit Private Limited should be amalgamated to form a single unit. The
scheme of the said merger was approved by the shareholders of the
company in its meeting held on July 9th, 2010. As both companies are in
the same industry for many years and Unitel being an equally strong
company, we consider that this merger will bring better synergy of
operations, administrative efficiency, and cost reduction as well as to
effective control over the company affairs.
The benefits of amalgamating the two companies are to create a single
business unit that will help negotiate better the terms and conditions
of lending with various financial institutions, enable better business
activity co- ordination, avail finances requisite for expansion and
other projects easily and derive synergy benefits. They will together
be very promising in the business sector and will thereby strengthen
the current position of Intec in the industry.
OPERATIONAL REVIEW
Your Company has made good progress during the current financial year
and has posted a positive growth in the assets size amounting to Rs.
17464.17 Lacs as compared to Rs. 8916.82 Lacs in the previous year. The
income from operations during the financial year 2009-2010 has
increased to around 37% from the previous year figures.
CORPORATE FINANCE
Company is dealing in the area of corporate financing where standard
equipment, like Generators, CNC Machines and Printing Offset Machines
etc. are being financed at very economical rates. The Company is
pursuing this line of finance, which is bound to give very good
performance in the coming years.
OUTLOOK ON THREATS, RISK AND CONCERNS
The Company has an integrated approach to managing the risks inherent
in various aspects of its business. As part of this approach, the Board
of Directors is responsible for monitoring risk levels on various
parameters, and the management council is responsible for ensuring
implementation of mitigation measures, if required. The Audit Committee
provides the overall direction on the risk management policies.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
The Internal control environment of the Company is well established,
maintained and its effectiveness is assessed regularly. These measures
are in the form of procedures/processes set by the management covering
all critical and important areas.
The Company has a well-defined organisation structure, authority
levels, internal rules and guidelines for conducting business
transactions. The management review the actual performance of the
business of the Company on regular basis.
The Audit Committee met four times during the year. It reviews the
status of implementation of recommendations given by internal auditors
and the results of self - assessment of internal controls. It also
reviewed the quarterly results, secretarial and tax compliances.
SEGMENT REPORTING
The Company operates into single business segment namely Hire Purchase
and Loan Finance & Investments in India. Therefore information
pursuant to AS-17 is not applicable.
BOARD OF DIRECTORS
In accordance with the provisions of the Companies Act, 1956 Mr. S. K.
Goel and Mr. Subhash Jindal, Directors of the Company retires by
rotation at the forthcoming Annual General Meeting and being eligible,
offers themselves for re-appointment. Mr. Praveen Sethia was appointed
as an Additional Director w.e.f. April 5, 2010 and seeks reappointment
at the ensuing Annual General Meeting. The Board recommends their
re-appointment.
FIXED DEPOSITS
Acceptance of fixed deposit is now governed by NBFC (RBI) Directions,
1998 which were notified on 31January, 1998. The Company continues to
comply with all the regulations applicable to it. The Company has
passed the Resolution not to accept any Public Deposits except with the
special permission received from Reserve Bank of India. So the company
has not accepted any deposits from public within the meaning of Sec.58A
& Sec.58AA of The Companies Act, 1956 and the Rules made there under
during the period under report.
AUDITORS
M/s.T.K. Gupta & Associates, Chartered Accountants, auditors of the
Company hold office until the conclusion of the ensuing Annual General
Meeting and being eligible offer themselves for re-appointment. The
requisite certificate u/s 224(1 B) of the Companies Act, 1956, has been
received from them. The Board recommends their re- appointment.
Observations made in the Auditors Report are self- explanatory and
therefore do not call for any further explanation.
CORPORATE GOVERNANCE
Your Company is in compliance with the requirement and disclosures with
respect to the Code of Corporate Governance as required under Clause 49
of the Listing Agreements entered into with the Stock Exchanges. As a
fed company, necessary measures are taken to comply with the Listing
Agreement with the Stock exchanges. A report on Corporate Governance,
along with a certificate of compliance from the Auditors, forms part of
this Report.
DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217
As required under Section 217(2AA) of the Companies Act, 1956 your
Directors state that:
That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
The Company had selected such accounting policies and applied them
consistently and made judgements that are reasonable and prudent which
gives true and fair view of affairs of the Company.
The Company had taken proper & sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act 1956, for safeguarding the assets of the Company and for
preventing and detecting any fraud and irregularities.
The Company had prepared accounts on a going concern basis.
OTHER INFORMATION
As required U/S 217 (2A) there is no employee who is in receipt of
Rs.24,00,000/- or more per annum or of Rs.2,00,000/- or more per month
where employed for a part of the year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNING AND
OUT GO
The Information required under rule 2 of the Companies (Disclosure of
particulars in the Report of Board of Directors) Rule, 1988 relating to
the conservation of energy and technology absorption is not given, as
the same is not applicable to your Company.
The particulars of foreign exchange earnings/ outgo during the year are
given in the Notes of Accounts appearing in Schedule 14.
EMPLOYEE DEVELOPMENT
Your Company treats its human resources as its most valuable assets.
The Company has a continuous program of developing skills of employees
through continuous upgradation of their skills and periodical training.
The management shares a very healthy relationship with its employees.
APPRECIATION
The Directors wish to thank and deeply acknowledge the co-operation,
assistance and support extended by the Bankers & Financial Institution.
The Board appreciates the efforts put in by all employees for their
commitment, and dedication to fulfil their corporate duties with
diligence and integrity.
Your Directors are also pleased to place on record their appreciation
for the excellent support received from Dealers, Business Associates
and Customers.
Your Directors also wish to place on record their gratitude towards the
esteemed shareholders for reposing faith in the management of the
Company.
For and on Behalf of the Board
Place: New Delhi Sanjeev Goel
Dated: 28th August 2010 Managing Director
Mar 31, 2009
The Directors have pleasure in presenting the Fifteenth Annual Report
together with Audited Accounts of the Company for the year ended on 31
st March 2009.
FINANCIAL RESULTS
We are given below the financial highlights for the year under
review:-
(Rs. In Lacs)
Particulars Year Ended Year Ended
31.03.2009 31.03.2008
Total Revenue
- Income fromOperation 1093.69 639.05
- Other Income 4.57 7.05
Total 1098.26 646.10
Administrative Expenditure 361.15 208.09
PBIDT Interest 516.22 293.23
Depreciation 4.95 4.81
Profit Before Tax 215.94 139.97
Provision for Income Tax
Current Tax 70.07 49.40
Deferred Tax 3.30 (2.19)
Fringe Benefit Tax 3.34 2.02
Profit After Tax 139.23 90.74
Add/(Less): Excess Provision written back/
Refund Adjusted 1.15 00.49
Profit brought forward from earlier year 160.72 116.80
Profit available for appropriation 301.10 208.03
Appropriations:
- Transferred to Special Reserves Fund 27.85 18.15
- Proposed Dividend 28.05 24.92
- Dividend Tax 4.77 4.24
- Balance Transferred to Reserve & Surplus 240.43 160.72
DIVIDEND
The Directors of the company are pleased to recommend a dividend at the
rate of Rs. 0.50 per equity share (5% of face Value of share of Rs.
10/- each) on the paid-up equity share capital for the year ended on 31
st March 2009.
PREFERENTIAL ISSUE OF EQUITYSHARES
Your Company has raised paid up capital from Rs. 4,98,50,000 to
5,61,00,000 (Equity Share of Rs.10/- at a premium of Rs. 30/- each)
against conversion of 6,25,000 warrants in to 6,25,000 equity share of
Rs. 10/- each. The aforesaid shares have been listed on the Bombay
Stock Exchange and Delhi Stock Exchange Ltd.
OPERATIONAL REVIEW
Your Company has made good progress during the current financial year
and has posted a positive growth in loan amounting to Rs. 8916.82 Lacs
as compared to Rs. 5541.50 Lacs in the previous year. The Company has
been able to get CC Limit of 1000 Lacs sanctioned from Bank of India,
Connaught Place, New Delhi. This will help for the company grow in the
finance business.
CORPORATE FINANCE
The Company is dealing in the area of corporate financing where
standard equipment, like Generators, CNC Machines and Printing Offset
Machines etc. are being financed at very economical rates. The Company
is pursuing this line of finance, which is bound to give very good
performance in the coming years.
OUTLOOK ON THREATS, RISK AND CONCERNS
The Company has an integrated approach to managing the risks inherent
in various aspects of its business. As part of this approach, the Board
of Directors is responsible for monitoring risk levels on various
parameters, and the management council is responsible for ensuring
implementation of mitigation measures, if required. The Audit Committee
provides the overall direction on the risk management policies.
INTERENAL CONTROL SYSTEMS AND ADEQUACY
The Internal control environment of the Company is well established,
maintained and its effectiveness is assessed regularly. These measures
are in the form of procedures/processes set by the management covering
all critical and important areas.
The Company has a well-defined organisation structure, authority
levels, internal rules and guidelines for conducting business
transactions. The management review the actual performance of the
business of the Company on regular basis.
The Audit Committee met four times during the year. It reviews the
status of implementation of recommendations given by internal auditors
and the results of self assessment of internal controls. It also
reviewed the quarterly results, secretarial and tax compliances,
SEGMENT REPORTING
The Company operates into single business segment namely Hire Purchase
and Loan Finance & investments in India. Therefore information pursuant
to AS-17 is not applicable.
BOARD OF DIRECTORS
In accordance with the provisions of the Companies Act, 1956 Mr. R.
Gupta, and Mr. Rakesh Joshi, Directors of the Company retires by
rotation at the forthcoming Annual General Meeting and being eligible,
offer themselves for re-appointment. The Board recommends their
re-appointment.
FIXED DEPOSITS
Acceptance of fixed deposit in now governed by NBFC (RBI) Directions,
1998 which were notified on 31st January, 1998. The Company continues
to comply with all the regulations applicable to it. The Company has
passed the Resolution not to accept any Public Deposits except with the
special permission received from Reserve Bank of India. So the company
has not accepted any deposits from public within the meaning of Sec.58A
& Sec.58AA of the Companies Act, 1956 and the Rules made there under
during the period under report.
AUDITORS
M/s.T.K. Gupta & Associates, Chartered Accountants, auditors of the
Company hold office until the conclusion of the ensuing Annual General
Meeting and being eligible offer themselves for re-appointment. The
requisite certificate u/s 224(1 B) of the Companies Act, 1956, has been
received from them. The Board recommends their re-appointment.
Observations made in the Auditors Report are self- explanatory and
therefore do not call for any further explanation.
CORPORATE GOVERNANCE
Your Company is in compliance with the requirement and disclosures with
respect to the Code of Corporate Governance as required under Clause 49
of the Listing Agreements entered into with the Stock Exchanges. As a
listed company, necessary measures are taken to comply with the Listing
Agreement with the Stock exchanges. A report on Corporate Governance,
along with a certificate of compliance from the Auditors, forms part of
this Report.
DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217
As required under Section 217(2AA) of the Companies Act, 1956 your
Directors state that:
- That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
- The Company had selected such accounting policies and applied them
consistently and made judgements that are reasonable and prudent which
gives true and fair view of affairs of the Company.
- The Company had taken proper & sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting any fraud and irregularities.
- The Company had prepared accounts on going concern basis.
OTHER INFORMATION
As required U/S 217 (2A) there is no employee who is in receipt of
Rs.24,00,000/-or more per annum or of Rs.2,00,000/-or more per month
where employed for a part of the year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING ANDOUTGO
The Information required under rule 2 of the Companies (Disclosure of
particulars in the Report of Board of Directors) Rule, 1988 relating to
the conservation of energy and technology absorption is not given, as
the same is not applicable to your Company.
The particulars of foreign exchange earnings / outgo during the year
are given in the Notes of Accounts appearing in Scheduled.
EMPLOYEE DEVELOPMENT
Your Company treats its human resources as its most valuable assets.
The Company has a continuous program of developing skills of employees
through coutinous upgradation of their skills and periodical training.
The management shares a very healthy relationship with its employees.
APPRECIATION
The Directors wish to thank and deeply acknowledge the co-operation,
assistance and support extended by the Bankers & Financial
Institutions.
The Board appreciates the efforts put in by all employees for their
commitment, and dedication to fulfil their corporate duties with
diligence and integrity.
Your Directors are also pleased to place on record their appreciation
for the excellent support received from Dealers, Business Associates
and Customers.
Your Directors also wish to place on record their gratitude towards the
estimated shareholders for reposing faith in the management of the
Company.
By order of the Board
For INTEC SECURITIES LIMITED
Place: New Delhi SANJEEVGOEL
Dated: 16th June 2009 MANAGING DIRECTOR
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