DIRECTORS REPORT
Dear Shareholders,
Your Directors have pleasure in presenting the 26th Annual Report of the Company
together with the Audited Accounts for the year ended 31st March, 2017.
1. FINANCIAL HIGHLIGHTS
The financial performance of the Company for the year under review are given below :
| Particulars |
Year ended 31.03.2017 |
Year ended 31.03.2016 |
|
(Rs.) |
(Rs.) |
| Profit/(Loss) before Tax and Exceptional Items |
32,05,769.91 |
(47,65,102.35) |
| Extraordinary Items-Prior Period Expenses |
— |
— |
| Profit before Tax |
32,05,769.91 |
(47,65,102.35) |
| Tax expenses : |
|
|
| 1) Current Tax (mat) |
6,83,225.00 |
— |
| 2) Deferred Tax |
— |
(398.00) |
| Profit/(Loss) after Tax for the year |
25,22,544.91 |
(47,64,704.35) |
2. DIVIDEND & RESERVE
The Board have decided not to recommend any dividend for the year under review.
During the year under review, no amount was transferred to General Reserve.
3. PERFORMANCE REVIEW
The Company has earned profit of Rs. 32,05,769.91/- during the financial year ended
31st March, 2017. Your Directors are making all efforts to improve the performance of the
Company in future.
4. CHANGE IN NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the financial year
ended 31st March, 2017.
5. SHARE CAPITAL
The paid up equity capital as on March 31, 2017 was Rs. 1,399.59 Lakhs. During the year
under review, the Company has not issued shares with differential voting rights nor has
granted stock options or sweat equity.
6. SUBSUDIARY/JOINT VENTURE/ASSOCIATE
The Company does not have any Subsidiary/Joint Venture/Associate.
7. LISTING OF EQUITY SHARES
The Equity Shares of your Company are presently listed on Bombay Stock Exchange (BSE)
and Calcutta Stock Exchange (CSE). The reason for suspension of shares of the Company from
trading in BSE and CSE has not been communicated and your directors are taking necessary
steps for the same.
Listing fees for the financial year 2017-18 have been paid to Stock exchanges. The
Company has also paid the annual custodian fees to NSDL and CDSL for the Securities of the
Company held in dematerialized mode with them for the year 2017-2018.
8. DEPOSITS
During the year under review, your Company has not accepted any deposits within the
meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
9. LOANS, GUARANTEES AND INVESTMENTS
Pursuant to Section 186(11) of the Companies Act, 2013, your Company being the
non-banking financial Company is exempted from disclosure in the Annual Report.
10. CORPORATE SOCIAL RESPONSIBILITY
The provisions of the Companies Act, 2013 regarding Corporate Social Responsibilities
are not applicable to the Company.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the Articles of Association of the Company and provisions of the
Companies Act, 2013, Shri Surendra Kumar Jain (DIN: 00166852) retire by rotation and being
eligible offer himself for re-appointment.
Brief resume of Director seeking appointment/re-appointment in pursuance of Regulation
36(3) of SEBI (LODR) Regulations, 2015 is given in notice of 26th Annual General Meeting
of the Company.
The Board recommends their appointment/re-appointment for the approval of the members.
Smt. Madhu Barnwal resigned from the post of directorship of the Company w.e.f. 10th
August, 2016.
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149 (6) of the Act and Regulation 16(1)(b) of SEBI
(LODR) Regulations, 2015.
12. BOARD EVALUATION
Pursuant to the provisions of the Act and SEBI (LODR) Regulations, 2015, the Board has
carried out an evaluation of its own performance, performance of the Directors as well as
the evaluation of the working of its committee.
The performance evaluation of the Independent Directors was carried out by the entire
Board, excluding the Director being evaluated. The performance evaluation of the Managing
Director and Non Independent Director was carried out by the Independent Directors at
their meeting without the attendance of Non-Independent Directors and members of the
management. The Directors were satisfied with the evaluation results.
13. NUMBER OF MEETINGS OF THE BOARD
The details of the number of meetings of the Board held during the financial year
2016-2017 forms part of Report on Corporate Governance.
14. INTERNAL FINANCIAL CONTROL
The Audit Committee of the Board of Directors actively reviews the adequacy and
effectiveness of the internal control system and suggests improvements to strengthen the
same. In opinion of the board, the existing internal control framework is adequate and
commensurate to the size and nature of the business of the Company. During the year such
controls were tested and no reportable material weaknesses in the design or operation were
observed.
15. NOMINATION & REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation to
remuneration of Directors, Key Managerial Personnel and other employees of the Company.
This Policy has also laid down the criteria for determining qualifications, positive
attributes, independence of Director and Board diversity and criteria for evaluation of
Board, its Committee and individual Directors. The policy is stated in the Report on
Corporate Governance.
16. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a mechanism called "Whistle Blower Policy" for Directors and
employees to report genuine concerns or grievances. The policy is available on the website
of the Company (www.cmsinfotech.com).
17. RISK MANAGEMENT POLICY
The Company has a Risk Management Policy in accordance with the provisions of the Act
and SEBI (LODR) Regulations, 2015, which provides a mechanism for risk assessment and
mitigation.
At present the Company has not identified any element of risk which may threaten the
existence of the Company.
18. RELATED PARTIES TRANSACTION
All related party transactions that were entered into during the financial year were in
the ordinary course of the business and were on arms length basis. Thus disclosure in
Form AOC-2 is not required. Further there were no materially significant related party
transactions entered by the company with Promoters, Directors, Key Managerial Personnel or
other persons which may have potential conflict with interest of the company. The policy
on Related Party transaction as approved by Board of Directors has been uploaded on the
website of the Company. The web link of the same is www.cmsinfotech.com
Details of the transactions with Related Parties are provided in the accompanying
financial statements.
19. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS
During the year, there are no significant and material order passed by the
Regulators/Courts which would impact the going concern of the Company and its future
operation.
20. DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to
state that :
i) in the preparation of the annual accounts, the applicable accounting standards have
been followed.
ii) 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 or loss of the Company for the year under review.
iii) the directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities.
iv) the directors have prepared the annual accounts on a going concern basis.
v) the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
vi) the directors had devised proper system to ensure compliance with the provisions of
all applicable laws and that such system were adequate and operating effectively.
21. AUDITORS REPORT/SECRETARIAL AUDIT REPORT
The observation made in the Auditors Report read together with relevant notes thereon
are self explanatory and hence, do not call for any further comments under Section 134 of
the Companies Act, 2013.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
22. AUDITORS
• Statutory Auditors
M/s. P. K. Ajitsaria & Co., Chartered Accountants were appointed as Statutory
Auditors of the Company at the Annual General Meeting held on 27th September, 2016, for a
term of three consecutive years. As per the provisions of Section 139 of the Companies
Act, 2013, the appointment of Auditors is required to be ratified by Members at every
Annual General Meeting, the Board Recommends the same for ratification by the Shareholders
at the ensuing Annual General Meeting.
• Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company
had appointed M/s. B. K. Barik & Associates, a firm of Company Secretaries in Practice
to undertake the Secretarial Audit of the Company for the year ended 31st March, 2017. The
Secretarial Audit Report is annexed herewith as Annexure I.
• Internal Auditor
M/s. Dash & Associates, Chartered Accountants performs the duties of internal
auditors of the company for the year ended 31st March, 2017.
23. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management and
Administration) Rules, 2014, the extract of Annual Return in form MGT.9 is annexed
herewith as Annexure II.
24. MATERIAL CHANGES
There have been no material changes and commitments affecting the financial position of
the company, which have occurred since 31st March 2017, being the end of the Financial
Year of the Company to which financial statements relate and the date of the report.
25. FOREIGN EXCHANGE
During the period under review there was no foreign exchange earnings or out flow.
26. STATUTORY INFORMATION
Since the Company does not own any manufacturing facility, requirement regarding the
disclosure of particulars of conservation of energy and technology absorption prescribed
by the rules is not applicable.
27. PARTICULARS OF EMPLOYEES
The Company had no employee who were in receipt of more than Rs. 1.02 crores per annum
during the year ended 31st March, 2017 or of more than Rs. 8.5 Lakhs per month during any
part thereof.
However the information required pursuant to Section 197 of the Companies Act, 2013
read with Rule 5(1) and 5(2) of the Companies (Appoitment and Remuneration of Managerial
Personnel) Rules, 2014 has been furnished below :
Information pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as amended displaying the names of the top ten employees
in terms of remuneration drawn during the year :
| Name of Employee |
Designation |
Remuneration Gross (In Rs.) |
| 1. Goutam Karmakar |
CFO |
90,000.00 |
| 2. Piyash Chatterjee |
Accounts Assistant |
99,711.00 |
| 3. Ranjeet Baidya |
Office Assisitant |
98,150.00 |
| 4. Santu Mitra |
Office Assisitant |
84,067.00 |
| 5. Narsingh Narayan Bagh |
Secretarial Department Assistant |
81,050.00 |
| 6. Sanjay Das |
Junior Accounts Assistant |
78,800.00 |
28. EMPLOYER EMPLOYEE RELATIONSHIP
The Company has maintained a cordial relationship with its employees, which resulted in
smooth flow of business operations during the year under review.
29. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
As per the Listing Regulations, the Company has implemented the Code on Corporate
Governance. The Corporate Governance compliance certificate obtained from the Auditors of
the Company is attached to Report on Corporate Governance.
The Management Discussion and Analysis Report and the Report on Corporate Governance
forms an integral part of this report. The Board members and Senior management personnel
have confirmed compliance with the Code of conduct.
30. ACKNOWLEDGEMENTS
Your Directors acknowledge the support and owe a debt of gratitude to the Members,
Investors, Consultants & Bankers. Your Directors also place on record their sense of
appreciation for the valuable contribution made by the employees of the Company.
|
On behalf of the Board of Directors |
|
| Registered Office : |
|
|
|
For CMS Finvest Limited |
|
| 10, Princep Street |
|
|
| 2nd Floor |
Surendra Kumar Jain |
Sandeep Dey |
| Kolkata - 700 072 |
Managing Director |
Director |
| Dated : 10th August, 2017 |
DIN : 00166852 |
DIN : 00177159 |
+91-9892691696
