NCC Finance Ltd Directors Report

To

The Members,

NCC Finance Limited

Your Directors take pleasure in presenting the 25th Annual Report along with the Audited Financial Statements of the Company for financial year ended March, 31 2019. The financial summary and highlights are stated as under:

Financial Results		(Rs. in Lakhs)
Particulars	2018-2019	2017-18
Gross Income	3.14	0.01
Profit / (Loss)before interest, depreciation and tax	(5.03)	(8.01)
Interest	(0.01)	(0.01)
Profit / (Loss) before depreciation & tax	(5.02)	(8.02)
Depreciation	-	-
Profit / (Loss) before Tax	(5.02)	(8.02)
Provision for Tax	-	-
Profit / (Loss) After Tax	(5.02)	(8.02)
Other Comprehensive Income /(Loss)	0.04	-
Total Comprehensive for the period	(4.98)	(8.02)
Balance of loss b/f from previous year	(601.32)	(593.30)
Accumulated Loss	(606.30)	(601.32)

Dividend

In view of the loss suffered by the Company, your Board has not recommended dividend for the financial year 2018-2019.

The State of the Companys Affairs:

During the year, your Company has earned a gross income of Rs.3.14 lakhs (previous year Rs.0.01 lakhs) which has resulted in net loss Rs.5.02 lakhs.

Amount Transferred to Reserve

During the year under review, the Company was not required to transfer any amount to the Reserves in view of the loss incurred by the Company during the financial year.

Management Discussion and Analysis

Business Overview and Outlook and the state of the affairs of the Company and the Industry in which it operates, is discussed in detail in the section relating to Management Discussion & Analysis.

Change in Nature of Business

There is no change in the nature of business carried on by the Company during the year under review

Material changes and commitments affecting the financial position of the Company.

There are no Material Changes and Commitments affecting the financial posting of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this Report.

Directors Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm as under:

(a) in the preparation of the annual accounts, for the financial year ended 31st March, 2019 the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) we 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 as at the end of the financial year 31st March, 2019 and of the loss of the Company for that period;

(c) we 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) the annual accounts for the financial year ended 31st March,2019 have been prepared on a going concern basis; and

(e) the Company had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) we have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

The Names of Companies which have become or cease to be its Subsidiaries, Joint Ventures or Associates Companies during the year.

The Company does not have any subsidiary, associate and joint-venture companies.

Deposits form Public

During the year the Company has not accepted any Deposit from the public.

Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo

The Company did not have any activities either relating to Conservation of Energy or Technology Absorption and therefore the disclosure relating to Conservation of Energy or Technology Absorption are not applicable. The Company did not have any foreign exchange earnings and foreign exchange outgo during the year under review.

Particulars of Loans, Guarantees or Investments

Pursuant to the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, the Company has not made any loans, guarantees, investments during the financial year ended March 31, 2019.

Particulars of Contract or arrangement with Related Parties

The Company has not entered into any related party transactions during the financial year 2018-19.

Directors and KMPs

• During the Financial Year 2018-19, Sri A G K Raju (DIN- 00019100), Non-executive Director resigned w.e.f. January 09, 2019 from the Board due to pre-occupation. Your Board places on record the valuable contribution of Sri A G K Raju during his tenure with the Company.

• Smt. Sri Raja Kalidindi Deepthi (DIN-01106956) retires by rotation at the conclusion of the ensuing Annual General Meeting and being eligible offers herself for re- appointment.

• Sri Y D Murthy (DIN-00031837) and Sri M Peddiraju (DIN- 01516288) were appointed as Independent Directors at the Twentieth Annual General Meeting of the Company held on 29th September, 2014 for a period of Five years. Based on the recommendation of the Nomination and Remuneration Committee, their re-appointment for a second term of Five Years is proposed at the ensuing AGM for the approval of the Members of the Company by way of Special Resolution.

• The Independent Directors have submitted the declaration of independence, pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6) of section 149 of the Companies Act, 2013.

• Sri Bh.Sudhir Verma, Managing Director, Sri B.P.K. Prasad, CFO and Smt. Pooja Baheti, Company Secretary are the Key Managerial Personnel of the Company in accordance with the provisions of the Section 2(51) 203 of the Companies Act, 2013.

• During the year Sri Bh.Sudhir Verma was appointed as Additional Director with effect from 09.01.2019 and subject to the approval of the Members of the Company as Managing Director with effect from 20.05.2019.

• During the year Sri P. Satya Jayaprasad resigned as Chief Financial Officer of the Company with effect from 19.05.2019.

• During the year Sri B P K Prasad appointed as Chief Financial Officer of the Company with effect from 20.05.2019.

Board Meetings held during the year

During the Financial year the Board met on 4th May, 2018, 25th May, 2018, 14th August, 2018, 14th November, 2018, 9th January, 2019 and 13th February, 2019.

Familiarization Programme

The Company conducts Familiarization Programme for the Board Members and particularly for Independent Directors to enable them to be familiarized with the company, its management and its operations to gain a clear understanding of their roles, rights and responsibilities for enabling their contribution to the Company. Details of the familiarization programmes are hosted on http://www.nccfinanceltd.com.

Meeting of Independent Directors

Pursuant to provisions of the Companies Act, 2013 read with rules made there under and Secretarial Standard-I issued by the Institute of Company Secretaries of India and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company for the Financial Year 2018-19 was held on February 13, 2019.

Composition of Audit Committee

The Company has constituted the Audit Committee comprising of Sri Y D Murthy, Chairman of the Committee, Sri M Peddi Raju and Sri Bh.Sudhir Verma, Members of the Committee.

The Committee met four times during the Financial Year i.e. 25th May, 2018, 14th August, 2018, 14th November, 2018 and 13th February, 2019.

Nomination and Remuneration Committee

The Company has Nomination and Remuneration Committee comprising of three Directors viz., Sri M Peddi Raju an Independent Director is Chairman of the Committee and Sri Y D Murthy, Independent Director and Sri Bh.Sudhir Verma, Managing Director are the other members of the Committee.

The Committee met two times during the Financial Year i.e. 25th May, 2018 and 9th January, 2019.

Composition of Stakeholders Relationship Committee

The Company has constituted the Stakeholder Relationship Committee comprising of Sri B.Sudhir Verma, (Chairman of the Committee) and Sri M Peddi Raju as the member of the Committee.

The Committee met four times during the Financial Year i.e. 25th May, 2018, 14th August, 2018, 14th November, 2018 and 13th February, 2019.

Whistle Blower Policy / Vigil Mechanism

Pursuant to Section 177 of the Companies Act, 2013 read with Rules framed there under and Regulation 22 of Listing Regulations, the Company has established a mechanism through which all the stakeholders can report the suspected frauds to the appropriate authority. The Whistle Blower Policy which has been approved by the Board of Directors of the Company has been posted on the website of the Company (http://www.nccfinanceltd.com)

Extracts of Annual Return

The Extract of Annual Return of the Company in Form MGT-9 for the Financial Year ended March 31, 2019 is enclosed - Annexure -1 and forms part of the Boards Report.

Statement of particulars under Section 197 of the Companies Act, 2013 and as per Rule 5 of Companies (Appointment and Remuneration and of Managerial Personnel) Rule, 2014.

Your Company has not paid any remuneration attracting the provisions of Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. Hence, no information is appended to this Report in this regard.

Corporate Governance

Pursuant to the Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has been exempted from furnishing Corporate Governance Report.

Evaluation of performance of the Board, Members of the Board and the Committees of the Board of Directors

The Nomination and Remuneration Committee has laid down criteria for performance evaluation of Directors, Board level Committees and the Board as a whole and also the evaluation process for the same.

Pursuant to provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, annual performance evaluation of the Directors including Chairman, Board and its Committees viz., the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee has been carried out. The Nomination and Remuneration Committee reviews the said performance Evaluation on annual basis. The Performance evaluation of Independent Directors was carried out by the entire Board of Directors without participation of the directors who are subject to the evaluation.

Compliance with Secretarial Standards

The Company has complied with applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118 (10) of the Companies Act, 2013.

Reporting of Frauds by the Auditors

During the period under review, there were no frauds reported to the Central Government under Section 143(12) of the Companies Act, 2013 by your Auditors.

Corporate Social Responsibility Policy

Provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company. As the Company has been continuously suffering losses the requirement of CSR Committee is not applicable.

Remuneration Policy

The Company has not paid any Remuneration to its Directors.

The company was not required to transfer any shares to Demat Suspense Account or IEPF account.

Details of Adequacy of Internal Financial Controls

The Company is equipped with adequate internal financial controls. The Company has a continuous monitoring mechanism which enable the organization to maintain the standards of the control systems in taking corrective actions to timely basis.

Details of Significant and Material Orders passed by the Regulators or Court or Tribunal impacting the going concern status and Companys operations in future.

There has been no order passed by the Regulators or Court or Tribunal.

Auditors

Statutory Audit

M/s. K P Rao & Co., (Firm Registration No. 003135S), Chartered Accountants who were appointed as Statutory Auditors of the Company for a term of Five years from the conclusion of the 23rd Annual General Meeting till conclusion of 28th Annual General Meeting conducted the Statutory Audit for the FY – 2018-19.

The Independent Auditors Report in respect to the Financial Statements for the Financial Year ended March 31, 2019 forms part of this Annual Report and do not contain any qualifications(s) or adverse observations.

Secretarial Audit

As per the provisions of the Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed M/s. BS & Company, Company Secretaries LLP to conduct Secretarial Audit of the records and documents of the Company for the financial year 2018-2019.

The Secretarial Audit Report for the Financial Year ended March 31, 2019 in Form No MR-3 is annexed to the Boards Report as Annexure - 2 and forms part of this Report.

In regard to the qualifications made by the Secretarial Auditors in their report we further explain as follows:

As the Company is not having any regular operations and as the financial position is very grim the Company is managing with minimum man power. However, to meet the requirements of Companies Act, 2013, the company has appointed Mr. Bh.Sudhir Verma as Managing Director and Mr.B.P.K.Prasad as Chief Financial Officer of the Company with effect from 20.05.2019.

Particulars of Employees

At present there are no employees whose particulars are to be given under Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, as amended from time to time.

The ratio of the remuneration of each Director to the median employees remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Currently not applicable as no Director or KMP is drawing remuneration from the Company except Ms. Pooja Baheti, Company Secretary whose details are reported in MGT-9 annexed to this report. Further, there are no other employees on rolls of the company.

Acknowledgements

Your Directors wish to place on record their sincere appreciation and gratitude to the Companys Bankers and Shareholders of the company and look forward for the same in greater measure.

	For and on behalf of the Board
Place : Hyderabad	BH. SUDHIR VERMA	M. PEDDI RAJU
Date : 27-05-2019	MANAGING DIRECTOR	DIRECTOR
	(DIN NO.08325563)	(DIN NO.01516288)