fintech communication ltd Directors report

Directors Report

TO THE SHAREHOLDERS

Your Directors have great pleasure in presenting Annual Report together with the Audited Accounts for the year ended March 31, 2012.

FINANCIAL RESULTS:

Particulars	Year ended 31.03.2012	Year ended 31.03.2011
	Rs. In Lacs	Rs. In Lacs
Sales & Other Income	774.64	889.29
Profit / (Loss) before tax and appropriations	22.20	(0.04)
Profit / (Loss) after tax	22.20	(0.04)
Add : Balance brought forward from previous year	(371.72)	(370.97)
Adjustment for deferred tax assets	(119.13)	( 0.71)
Profit carried forward	(468.65)	(371.72)

OPERATIONS:

During the year under review, your company has achieved a total income of Rs. 774.64 lacs against Rs. 889.29 lacs in the previous year and earned a profit of Rs. 22.2 lacs as against a net loss of Rs. 0.04 lacs in the previous year. This was due to cost cutting in operations, while market conditions remained competitive and difficult.

DIVIDEND:

In view of inadequate profits, your Board does not recommend any dividend for the year ended March 31, 2012.

FIXED DEPOSITS:

Your Company has not accepted any fixed deposits from the Public during the year within the meaning of section 58A of the Companies Act, 1956 and the rules made thereunder.

BOARD OF DIRECTORS:

As per the Provisions of the Companies Act, 1956 and in terms of the Articles of Association of the Company, Mr. Deepak Kisan Gawade, Director of the Company retires by rotation and being eligible, offers himself for re-appointment.

Mr. Aniruddha Dandekar was appointed as an Additional Director during the year, necessary resolution for his regularization is placed before the Board.

During the year Ms. Nivedita Sen resigned from the directorship due to her personal reasons. Your board appreciates for the services rendered by her during the tenure of directorship.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed.

2. Appropriate policies have been selected and applied consistently and judgments and estimates wherever made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

DEPOSITORY SERVICES:

The Companys Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No.INE815B01011, the Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

CORPORATE GOVERNANCE:

Your Company continued to practice good governance as set out by the Securities and Exchange Board of India. In addition to the basic governance issues, the Board laid a strong emphasis on transparency, accountability and integrity. The detailed report on compliance of Corporate Governance and Management Discussion Analysis as stipulated in Clause 49 of the Listing Agreement is enclosed and form part of this Report as per Annexure B.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.

AUDITORS:

M/s. S M Bhat & Associates, Chartered Accountants, Auditors of the Company are retiring at the ensuing Annual General Meeting. They are eligible for reappointment and have expressed their willingness to act as auditors, if reappointed. The Company has received a certificate from them that they are qualified under section 224 (1) of the Companies Act, 1956, for appointment as Auditors of the Company. Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the financial year ending March 31, 2013 as set out in the Notice convening the Meeting.

AUDITORS’ OBSERVATIONS:

The observations of the auditors contained in their Report have been adequately dealt with in the Notes to the Accounts which are self explanatory and, therefore, do not call for any further comments.

SECRETARIAL COMPLIANCE REPORT:

As required under the amended provisions of the Companies Act, 1956, the Company is required to obtain Secretarial Compliance Certificate from a Practicing Company Secretary. The same is enclosed and form part of this report.

AUDIT COMMITTEE:

In accordance with the provisions of the Listing Agreement and Corporate Governance the Company has constituted an Audit Committee comprising of the following Directors viz., Mr. Sunil Shah, Mr. Aniruddha Dandekar and Mr.Deepak Gawade as members. The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company came within the purview of the information required u/s 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975 as amended.

LISTING:

The Company has listed its Equity Shares on BSE Limited, Mumbai.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pursuant to section 217 (I) (e) of the Companies Act, 1956 read with the Companies ( Disclosure of particulars in the Report of Board of Directors) Rules 1988 are given in Annexure "A" to this report.

SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION:

The Company has taken all the necessary steps for safety and environmental control.

ACKNOWLEDGMENT:

The Directors wish to convey their appreciation to the Company’s shareholders, customers, suppliers, bankers and distributors for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.

Registered Office:	For and on behalf of the Board
100, M V Bhuta Compound,	For Fintech Communication Ltd
Mogra Road, Andheri E,	Sd/-
Mumbai 400069	Sunil Shah
August 13, 2012.	Chairman

ANNEXURE ‘A’ TO DIRECTORS’ REPORT 2011-2012

Information as per section 217(1)(e) read with companies (Disclosure of particulars in Report of Board of Directors) Rules, 1988 and forming part of the Directors’ Report for the year 2011-2012:

I. CONSERVATION OF ENERGY:

a. Energy Conservation Measure taken:

The company has taken adequate measures to conserve the energy. The company is constantly exploring avenues for cost saving as an on-going process.

II. TECHNOLOGY ABSORPTION:

The company is engaged in trading activities and hence, technology absorption is implemented in the area of administration.

III. FOREIGN EXCHANGE EARNING AND OUTGO:

As the total operations are local, there was no foreign exchange earning of outgo.

For Fintech Communication Ltd.

Sd/-

Sunil Shah

Chairman

ANNEXURE - ‘B’ TO DIRECTORS’ REPORT

REPORT ON CORPORATE GOVERNANCE

In accordance with Clause 49 of the Listing Agreement with the BSE Limited (BSE) on Corporate Governance, the report containing the details of Corporate Governance is as under:

Corporate Governance and Statement On Company’s philosophy on Code of Governance:

Corporate Governance is a set of systems and practices to ensure that the affairs of the company are being managed in a way which ensures accountability, transparency, and fairness in all its transactions in the widest sense and meet its stakeholder’s aspirations and social expectations. Good Corporate Governance practices stem from the culture and mindset of the organization and at FCL we are committed to meet the aspirations of all our stakeholders. Fintech Communication Ltd. [FCL] is committed to adhere to the corporate governance code as prescribed by the SEBI and has accordingly implemented various aspects of the code. FCL maintains the highest standards of Corporate Governance; it is the Company’s constant endeavor to adopt the best Corporate Governance practices keeping in view the prevailing codes of Corporate Governance and practices of well-known companies. Some of the best governance norms put into practice include Secretarial Audit of the Company conducted by an Independent Company Secretary who is in whole-time practice. The Secretarial Audit Report placed before the Board is included in the Annual Report. As FCL aspires to achieve its vision, its Corporate Governance standards must be globally benchmarked. The Company’s philosophy is to constantly improve and create sustainable value through ethical business conduct. It envisages attainment of the highest level of transparency, accountability and equity in all facets of its operations and all its interactions with shareholders, employees, lenders and regulatory bodies. The corporate governance structure in the Company assigns responsibilities and entrusts authority among different participants in the organization viz. the Board of Directors, the senior management & employees. The company‘s focus revolves around values based on transparency, integrity and professionalism.

BOARD OF DIRECTORS

Composition of the Board

As on March 31, 2012, FCL’s Board consists of 3 members. Besides the Chairman, who is a Promoter Director, the Board comprises of 2 Non-Executive Independent Directors. The composition of the Board as on 31st March, 2012 is in conformity with Clause 49 of the listing agreement, which stipulates that a Company shall have an optimum combination Directors.

Number of Board Meetings

Minimum four prescheduled Board meetings are held every year. Additional meetings are held by giving appropriate notice to address specific needs of the Company. In case of any exigency/ emergency resolutions are passed by circulation. The Board of Directors met 6 times during the year: on 21/05/2011, 11/08/2011, 22/08/2011, 03/11/2011, 30/01/2012 and 02/03/2012. The Company has held at least one Board meeting in every three months. The maximum gap between any two meetings was less than four months, as stipulated under Clause 49.

Directors’ Attendance Record and Directorships held

As mandated by Clause 49, none of the Directors are members of more than 10 Board level committees, nor are they Chairman of more than five committees in which they are members. Table 1 gives the details of the Board as on March 31, 2012.

Table 1: Composition of the Board of Directors

The details of composition of the Board, category, attendance of Directors at Board Meetings during the financial year and last Annual General Meeting, number of other Directorships and other Committee Memberships are given below:

Name of Director	Category	No of Board Meeting Attended	Attn last AGM	No of other Directorship Public – Pvt		Outside Committee
		As at 31-3-12			31-3-12	31-3-12
Mr. Sunil Shah	Chairman	6	yes	2	-	-
Ms. Nivedita Sen	INE	6	yes	-	-	-
Mr. Deepak Gawade	INE	6	yes	-	-	-

INE stands for Independent and Non Executive

As mandated by Clause 49, the Independent Directors on FCL’s Board:

• Apart from receiving Sitting fees, do not have any material pecuniary relationships or transactions with the Company, its promoters, its Directors, its senior Management, its subsidiaries and associates, which may affect independence of the Director;

• Are not related to promoters or persons occupying Management positions at the Board level or at one level below the Board;

• Have not been an executive of the Company in the immediately preceding three financial years;

• Are not partners or executives, or were not partners or executives during the preceding three years of any of the following:

• Statutory audit firm or the internal audit firm that is associated with the Company, and

• Legal firm(s) and consulting firm(s) that have a material association with the Company;

• Are not material suppliers, service providers or customers or lessors or lessees of the Company, which may affect independence of the Director;

• Are not substantial shareholders of the Company i.e. owning two per cent or more of the block of voting shares;

• Are not less than 21 years of age.

Information Supplied to the Board

The Board has complete access to all information with the Company. All Board meetings are governed by a structured agenda which is backed by comprehensive background information. Inter-alia, the following information is regularly provided to the Board, as part of the agenda papers well in advance of the Board meetings, or is tabled in the course of the Board meeting.

Detailed Business Review.

• Annual operating plans and budgets and any update thereof.

• Capital budgets and any updates thereof.

• Quarterly results for the Company and its operating divisions and business segments.

• Minutes of the meetings of the Audit Committee and other committees of the Board.

• Information on recruitment and remuneration of senior officers just below the level of Board, including the appointment or removal of Chief Financial Officer and Company Secretary.

• Materially important show cause, demand, prosecution notices and penalty notices.

• Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.

• Any material default in financial obligations to and by the Company, or substantial non-payment for goods sold by the Company. substantial nature, including any judgment or order which may have passed strictures on the conduct of the Company or taken an adverse view regarding another enterprise that can have negative implications on the Company.

• Details of any joint venture or collaboration agreement.

• Transactions that involve substantial payment towards goodwill, brand equity or intellectual property and any other acquisition.

• Significant labor problems and their proposed solutions. Any significant development on Human Resources / Industrial Relations front, like signing of wage agreement, implementation of voluntary retirement scheme, etc.

• Sale of material nature, of investments, subsidiaries, assets, which is not in the normal course of business.

• Quarterly details of foreign exchange exposures and steps taken by the Management to limit the risks of adverse exchange rate movement, if material.

• Non-compliance of any regulatory, statutory nature or listing requirements and shareholders’ service, such as non-payment of dividend, delay in share transfer, etc.

• Details of investment of surplus funds available with the Company.

• Details of any merger or demerger actions.

• Details of dealings in company‘s share by members of Board/ senior management.

• Details of commercial dealings by firms/ companies in which members of the Board/ senior management or their relatives hold shares with the company.

• Details of Inter Corporate Loans, Investments and Guarantees made/ given by the Company.

• Detailed status on the Business Risks being faced by the Company and their mitigation plan.

• Changes in Shareholding Pattern of the Company.

• Details of transactions with Related Parties.

• The Board has an effective post meeting follow up procedure. Action taken report on the decisions taken in a meeting are placed at the immediately succeeding meeting for information of the Board.

• The Board has established procedures to enable the Board to periodically review compliance reports of all laws applicable to the Company, prepared by the Company, as well as steps taken by the Company to rectify instances of non-compliance.

COMMITTEES OF BOARD:

To focus effectively on the issues and ensure expedient resolution of the diverse matters, the Board has constituted a set of Committees of Independent Directors with specific terms of reference / scope. The committee operates as empowered agents of the Board. The inputs and details required for the decision is provided by the operating managers. The Minutes of the Meeting of the all Committees of the Board are placed before the Board for discussions / noting. Details of the committee of the Board and other related information are as follows:

AUDIT COMMITTEE:

The Company has a qualified and independent Audit Committee comprising of three Directors. The broad terms of reference of the Audit Committee are in consonance with the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement. All the members have financial and accounting knowledge.

The Committee acts as a link between the Management, the Statutory Auditors and the Board of Directors of the Company. The Committee focuses its attention on monitoring the financial reporting system within the company, considering quarterly & Annual Financial Results of the company and submitting its observations to the Board of Directors before its adoption by the Board, review of the internal audit report & internal control system, audit methodology and process, major accounting policies and practice, compliance with accounting standards. Committee also reviews the legal compliance reporting system. Representative of the statutory auditors is always invited to attend these meetings.

The Audit Committee has the following powers:

• To investigate into any matter referred to it by the Board and for that purpose to have full access to the information contained in the records of the Company and external professional advice, if necessary.

• To investigate any activity within its terms of reference.

• Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

• To recommend the appointment and removal of external auditor, fixation of audit fee and also approval for payment of any other services.

• Reviewing with management the annual financial statements before submission to the Board.

• Reviewing with management, external and internal auditors, the adequacy of internal control systems.

• Reviewing the Company’s financial and risk management policies.

• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors.

• Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussions to ascertain any areas of concern.

All the members have financial and accounting knowledge. Head of the Finance and Accounts Department, representative of the Statutory Auditors and other executives as are considered necessary, attend meetings of the Audit Committee. The Committee met 4 times meeting during the year on 21/05/2011, 11/08/2011, 03/11/2011 and 30/01/2012.

Attendance record at the meetings of the Audit Committee of Directors during financial year 2011–12:

The names of members of committee and their attendance are as follows:

Name of the Members	Status	No. of Meetings Attended
MR.SUNIL SHAH	CHAIRMAN	4
MR.DIPAK GAWADE	MEMBER	4
MR.ANIRUDDHA DANDEKAR	MEMBER	4

The Chairman of the Committee was present at the Annual General Meeting held on 30/09/2011 to attend the shareholder’s queries.

SHAREHOLDERS’ & INVESTORS’ GRIEVANCE COMMITTEE:

The Company has constituted a Shareholders Grievance Committee at Board level to strengthen the investor relations and to interalia look into issues relating to shareholders grievances pertaining to transfer of shares, non receipt of declared dividends, non receipt of annual report, issues concerning dematerialization etc.

The Shareholders Grievance Committee met 4 [Four] times during the year ended March 31, 2012.

Mr. Sunil Shah, Director is designated as the Compliance Officer.

The Company has designated the e-mail ID fincomm99@gmail.com exclusively for the purpose of registering complaints by investors electronically. This e-mail ID is displayed on the Company’s website i.e. www.fintechcommunication.co.in

The composition of the Shareholders’ Committee and details of the meetings attended by the Directors are given below:

Name of the Members	Status	No. of Meetings Attended
MR.SUNIL SHAH	CHAIRMAN	4
MR.DIPAK GAWADE	MEMBER	4
MR.ANIRUDDHA DANDEKAR	MEMBER	4

The following table shows the nature of complaints received from the shareholders during the year 2011-12.

Nature of complaints	No. of complaints received during the year 2011 – 12
Non receipt of Dividend Warrant	0
Non receipt of Annual Report	0
Non receipt of Share Certificate	0

There were no complaints pending as on 31st March, 2012.

REMUNERATION COMMITTEE:

The Company has not set up Remuneration Committee being non mendatory requirement.

Shareholding of Non Executive Directors

The shareholding in the Company by the Non Executive Directors in their own name is NIL

CODE OF CONDUCT

The Company has adopted a Code of Conduct for the Directors and senior management of the Company. The members of the Board and senior management of the Company have submitted their affirmation on compliance with the code for the effective period. The Declaration by the Chairman and Managing Director to that effect forms part of this Report.