TO THE MEMBERS OF
SCIL VENTURES LIMITED
The Directors take pleasure in presenting the21stAnnual Report, together with the
audited financial statements for the year ended March 31, 2016.
| 1. FINANCIAL HIGHLIGHTS |
|
(Rs. in Lakhs) |
| Particulars |
Year ended 31-3-2016 |
Year ended 31-3-2015 |
| Gross Total Income |
779.65 |
938.55 |
| Profit before Depreciation and Taxes |
689.45 |
849.39 |
| Depreciation |
8.46 |
5.47 |
| Profit before Tax |
680.99 |
843.92 |
| Excess Provision written back for earlier years |
Nil |
Nil |
| Provision for Income tax |
(125.60) |
(160.00) |
| Deferred Tax (net) |
(4.36) |
0.71 |
| Net Profit / (Loss) after Tax |
551.03 |
684.63 |
2. OPERATIONS
Your Companys main object is to carry on the business of analysis and research on the
financial and other parameters of the entities, both listed or unlisted on the stock
exchanges of India and abroad, with a view to advise clients as to whether an investment
can be made or otherwise in the shares, stocks, units,debentures, debenture stocks,
bonds,mortgages, and securities issued by these companies, corporations or undertakings.
3. DIRECTORS
Mrs. Hema B. Rajashekar, Director retires from the Board of Directors by rotation, in
pursuance of the provisions of the Companies Act, 2013 and Articles of Association of the
Company. Being eligible for reappointment, she has offered herself for re-appointment. The
Board of Directors recommends her reappointment.
4. DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the followingstatements in terms of
Section 134(3)(c) of the Companies Act, 2013:
(a) that in the preparation of the annual financial statements for the year ended March
31, 2016, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
(b) that such accounting policies asmentioned in Note 1 of the Notes to the Financial
Statements have been selected and applied consistently and judgements and estimates have
been made that are reasonable and prudent so asto give a true and fair view of the state
of affairs of the Company asat March 31, 2016 and of the Profit of the Company for the
year ended on that date;
(c) that proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act,2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
(d) that the annual financial statements have been prepared on a going concern basis;
(e) tha t systems to ensure compliance with the provisions of all applicable laws were
in place and were adequate and operating effectively.
5. DIVIDEND
Your Directors do not recommend payment of dividend for the financial year ended 31st
March, 2016.
6. SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2016 was Rs.2,40,06,000/-. During
the year under review, the Company has not issued shares with differential voting rights
nor granted stock options nor sweat equity. As on 31st March, 2016, the Directors of the
Company hold the equity shares of the Company as follows:
| Name of the Director |
Number of Shares |
% of Total Capital |
| Rajashekar S lyer |
15,187 |
0.63% |
| Hema B Rajashekar |
3,100 |
0.13% |
| N. Narayanan |
Nil |
Nil |
7. FINANCE
Cash and cash equivalent as at 31st March, 2016 was Rs.6,11,58,033/- (as at 31st March
2015 Rs. 1,30,56,173). The Company continues to focus on judicious management of its
working capital. Receivables, inventories and other working capital parameters were kept
under strict check through continuous monitoring.
7.1 Deposits
The Company has not accepted deposits from the public and shareholders falling within
the ambit of Section 73 of the Companies Act, 2013and The Companies (Acceptance of
Deposits) Rules, 2014.
7.2 Particulars of Loans, Guarantees or Investments
The Company has not provided Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013.
8. FUTURE ASPECTS
With view to build anoperationally efficientorganisation that generates a sustainable
long term value to its shareholders, as reported in the 20th Annual Report, mergerof the
companies under the same management to form single entity is in process. It is intended
this merger of the entities would consolidate their businesses into a single entity which
will attain efficiencies and create a unified platform for growth. As stated in the last
report, the benefits from the proposed merger are a) Increase in long term value for the
shareholders b) De-risking business profile with strong market c) higher brand image &
higher confidence d) focused operational efforts e)realizing operational synergies in
terms of compliances and governance e) Greater financial strength f) Attracting best
talents, increased employee confidence and morale.
The petition for merger is already filed with HonbleBombay High Court and the
procedure of merger will be completed after following due course as per the legal
provisions.
9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Your Company has constituted a Corporate Social Responsibility (CSR) Committee in
accordance with Section 135 of the Companies Act, 2013. The CSR Policy has been devised on
the basis of the recommendations made by the CSR Committee.
Brief outline of Corporate Social Responsibility Policy of the Company: Your Companys
Corporate Social Responsibility Policy shall act as a guideline for the Company for
undertaking Corporate Social Responsibility ("CSR") activities enumerated under
Schedule VII of the Companies Act, 2013 and in particular for supporting local communities
on a variety of socially desirable activities with a view to enable high impact of the
same and to ensure visible and measurable outcomes of the funds deployed towards such
activities.
Scope of the CSRPolicy: Your Companys CSRPolicy pertains to all activities to be
undertaken by the Company towards fulfilling its statutory CSRobjectives.
CSR Activities for the Company: Your Company proposes to support/undertake the
activities/ projects/ programmes in the following areas as its primary focus. It may,
however, undertake and support projects/ programmes in the other areas as may be approved
by its Committee that are also designated as permissible activities as per the relevant
provisions of the Act and the Rules:
• Promoting education, including special education and employment enhancing
vocational skills especially amongst children, women, elderly and the differently abled
and livelihood enhancement projects.
• Promoting gender equality and empowering women, setting up hostels and homes for
women and orphans; setting up old age homes, day care centers and such other facilities
for senior citizens and undertaking measures for reducing inequalities faced by socially
and economically backward groups.
• Ensuring environmental sustainability, ecological sustainability, protection of
flora and fauna, animal welfare, agro-forestry,conservation of natural resources and
maintainingquality of soil, air and water Composition of CSRCommittee: Pursuant to the
provisions of Section 135 of the Companies Act, 2013 read with the allied rules, the
Company has duly constituted the CSR Committee, comprising the following members:
1. Mr. Rajashekar lyer (Chairman & Managing Director)
2. Mrs. Hema B. Rajashekar (Executive Director), Average net profit of the Company for
last three financial years (2012-13;2013-14;2014-15;): Rs. 2,76,50,516 (Previous year
Rs.60,04,269) .
Prescribed CSR expenditure (two per cent of the above amount): Rs.5,53,011(Previousyear
Rs.1,20,085) Details of CSRspend during the financial year:
(a) Total amount to be spent for the financial year including unspent amount of earlier
year: Rs.6,73,096
(b) Amount unspent, if any: Rs.6,73,096(Please see Note below)
(c) Manner in which the amount spent during the financial year is detailed below:
| 1. 2. |
3. |
4. |
5. |
6. |
7. |
8. |
| s. No. CSR Project or Activity identified |
Sector in which the Project is covered |
Projects or programmes (1) Local Area or other (2) Specify the state
or district where projects or programmes were undertaken |
Amount outlay (Budget) projects or programmes wise (Rs.) |
Amount spent on th e projects or programmes (l)Direct expenditure on
programmes or projects (Rs.) (2) Overheads (Rs.) |
Cumulativ e expenditu re up to the reporting period |
Amount spent Directly or Through Impleme nting Agency |
|
|
|
NIL |
|
|
|
:n case the Company hasfailed to spend two per cent of the average net profit of the
last three financial years or any part thereof, the Company shall provide the reasons for
not spending the amount in its Board report: The intention of the Corporate Social
Responsibility related provisions under the Companies Act, 2013is to encourage corporates
to meaningfully engage in social development, in view of the same, the CSR Committee of
the Company recommended to the Board to not allocate any cash flow in the financial year
2015- 16 and take a considered and long term decision and formulate a long term plan based
on the concrete recommendations of the CSR Committee. The said decision was thought fit
and proper as the contributions to long term programs would motivate the employees and
persons associated with the Company and fulfill the CSR goals of the Company in its true
spirit. The CSR Policy of your Company stipulates a transparent monitoring mechanism for
implementation of the CSR projects, programs or activities undertaken by the Company which
could be achieved by the Company only by undertaking long term programs where it can have
a more meaningful participation. Your Company believes that CSRcontributions should be
spent directly on projects, programs or activities, where an effective impact analysis is
possible.
The CSR Committee of the Company hereby confirms that the implementation and monitoring
of CSR Policy, is in compliance with the CSR objectives and Policy of the Company
10. BUSINESS RISK MANAGEMENT
The nature of risk is dynamic of business and entrepreneurship. The risk to the
business is looked after by the Directors of the Company and take necessary steps to
mitigate the same.
11. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an adequate internal control system commensurate with the size of the
business and a proper internal control system is in operation. The Company monitors and
evaluates the efficacy and adequacy of the internal control system in the Company, its
compliance with operating systems, accounting procedures and policies of the Company.
12. MEETINGS OF THE BOARD
During the year the Company hasheld SixBoard Meetings which were held on 12th May
2015,10th August 2015, 27th August 2015, 20th November 2015, 28th January 2016& 30th
March 2016.The Board Meetings were held during the year in a manner such that the
intervening period between the two consecutive Board Meetings was not more than 120 days
as prescribed under Section 173 of the Companies Act, 2013. As per section 167(l)(b), all
the directors attended atleast one Board Meeting held during the financial year.
13. RELATED PARTY TRANSACTIONS
During the year the company has not entered into any related party transactions of a
material nature except for the payment of remuneration and sitting fees to the directors
and the same is disclosed in Notes to Accounts (Note number 26).
14. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
No significant and material orders were passed by any Regulators or Courts or Tribunals
against the Company.
15. AUDITORS
15.1 Statutory Auditors
Pursuant to the provisions of Sections 139 and 141 of the Companies Act,2013, M/s.
Pravin Sarvaiya & Co., Chartered Accountants, were appointed as Statutory Auditors of
the Company to hold office up to the conclusion of 25th Annual General Meeting, subject to
the ratification by the members at every Annual General Meeting to be held during their
term. The Board recommends the ratification of appointment of M/s. Pravin Sarvaiya &
Co, Chartered Accountants, asStatutory Auditors of the Company for financial year 2016
-17,to the members at the ensuing Annual General Meeting.
15.2 Cost Auditors
The Company is not required to maintain cost records as per the Companies (Cost Records
and Audit) Amendments Rules, 2014.
16. AUDIT COMMITTEE
The Company is not required to constitute an Audit Committee since it does not fall
within the class of companies prescribed under The Companies (Meetings of the Board and
its Powers) Rules, 2014.
17. NOMINATION AND REMUNERATION COMMITTEE
The Company is not required to constitute a Nomination and Remuneration Committee since
it does not fall within the class of companies prescribed under The Companies (Meetings of
the Board and its Powers) Rules, 2014.
18. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO in accordance with provisions of Section 134(3)(m) of the
Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the required
information is not given asit is not applicable to the Company.
19. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexed
herewith as "Annexure A".
20. PARTICULARS OF EMPLOYEES
The Company has not employed any individual whose remuneration falls within the purview
of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013,
read with Rule 5(2)of The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
21. ACKNOWLEDGEMENT
Your Directors take this opportunity to express their appreciation of the excellent
co-operation received from the Government, Companys Bankers, Shareholders, employees and
all Associates.
|
For and on behalf of the Board |
| Place: Mumbai |
Rajashekar lyer |
| Date: 24th August 2016 |
Chairman & Managing Director |
+91-9892691696
