Som Datt Finance Corporation Ltd Directors Report.

Your Directors have pleasure in presenting their Annual Report and Audited Statement of Accounts of the Company for the year ended on 31st March 2018.

FINA NCIAL RESULTS

(Rs. In Lacs)

Year ended 31.03.2018 Year ended 31.03.2017
Gross Total Income 196.52 200.95
Profit / Loss before Depreciati on & Taxation 5.88 49.45
Less: Depreciation 0.24 0.24
Profit Before tax 5.63 49.20
Less: Provision for Income Tax 1.21 7.80
Less: Short Provision for earlier years 0.00 3.06
Add: Provision for Deferred Tax 0.30 0.05
Net Profit /(Loss) after Tax 4.12 38.28
Profit/(Loss) brought forward 4.12 207.77
Adjustment pursuant to Schedule II to the
Company Act , 2013 ( Net of tax) 0.00 0.00
Profit carried to P&L Appropriation a/c 215.95 246.06
Less: Special Reserve (As per RBI Guidelines) 0.82 7.65
Surplus/ (Deficit ) carri ed to Balance Sheet 215.12 238.40

2. State of Companys Affairs:

During the year under review, the gross income of the Company stood at Rs 196.52 lacs as compared to Rs 200.95 lacs during the previous year. The net profit of the Company was Rs 4.12 lacs during the year under review.

3. Material Changes and Commitments:

No material changes / commitments have occurred between the end of financial year to which the financial statements relate till the date of this report, which have any adverse effect on the financial position of the Company.

4. Dividend

No dividend has been recommended by the Board of Directors for the year.

5. Directors:

The Company has Mrs. Latika Datt Abbott, Mrs. Charu Datt Bhatia, Mrs. Usha Datt Brig. Lalit Mohan Segat & Dr Ravinder Pal Singh Sachdeva on the Board of Directors of the Company. There was no change in the Board during the year. Board of director has appointed additional independent director on 25th May, 2018 in place of R.P.S. Sachdeva on vacancy arising out of resignation.

6. Re-Appointment

As per the provisions of the Companies Act, 2013, Mrs. Usha Datt retires at the ensuring Annual General Meeting and being eligible, seeks re-appointment. The Board recommends her re-appointment.

7. Subsidiaries

The Company has M/s Som Datt Infosoft Private Limited as its subsidiary company. Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiary in the prescribed format AOC-1 is appended as Annexure B to the Boards Report. The statement also provides the details of performance, financial positions of the subsidiary.

8. Consolidated Financial Statement

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

9. Declaration from Independent Directors on annual basis

The Company has received necessary declaration from Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).

10. Corporate Governance

Corporate Governance is an ethically driven business process that is committed to values aimed at enhancing an organizations brand and reputation. This is ensured by taking ethical business decisions and conducting business with firm commitment to values, while meeting stakeholders expectations. At Som Datt Finance Corporation Ltd, it is imperative that our company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders.

We comply with the Securities and Exchange Board of India (SEBI) guidelines on corporate governance. We have documented our Internal Policies on corporate governance. Our Corporate Governance report for fiscal 2018 forms part of this Annual Report.

11. Meeting of the Board of Directors

During the financial year under review, 6 Board meetings were held on 30.05.2017, 12.08.2017, 23.08.2017, 13.11.2017, 14.02.2018. 27.03.2018. The gap between two Board meetings was in compliance with the provisions contained in the Act.

Details of Directors as on March 31, 2018 and their attendance at the Board during the financial year ended March 31st, 2018 are given below:

Name of the Director No. of Board Meeting held No. of Board Meetings attended
Mrs. Charu Datt Bhatia 6 6
Mrs. Latika Datt Abbott 6 6
Mr. Usha Datt 6 6
Mr. Lalit Mohan Segat 6 6
Mr. Ravinder Pal Singh Sachdeva 6 6

12. Committees of the Board

The composition and other details of all the Committees of the Board are provided in the Corporate Governance Report forming part of this Report.

13. Directors Responsibility Statement

In compliance to the provisions of Section 134 (3) (c) of the Companies Act, 2013, your Directors wish to place on record

(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 had 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 had 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 had prepared the annual accounts on a going concern basis; and

(e) 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.

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

14. Auditors :

Ms. Sradha Talwar, Chartered Accountants (Firm Registration Nu.000993 N.) was appointed as the statutory auditors of the Company for a period of five consecutive years from the conclusion of 24th Annual General Meeting till the conclusion of 29th Annual General Meeting to be held in the year 2022, subject to ratification by members of the Company at each AGM.

However, pursuant to section 40 of the Companies Amendment Act 2017, the first proviso to section 139(1) has been omitted and therefore, the shareholders are no longer required to ratify the appointment of the statutory auditors.

15. Secretarial Auditors

Naveen Narang of M/s Naveen Narang & Associates, Practicing Company Secretaries was appointed to conduct the secretarial audit of the Company for the financial year 2017-2018, as required under section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit report for FY 2017-2018 forms part of the Annual Report in Annexure A of the Boards Report. There is no adverse qualification/ reservation/ remark in the SecretarialAuditors Report.

16. Auditors qualification / reservation / adverse remark:

There is no adverse qualification/ reservation/ remark in the Auditors Report. However for other notes Directors would like to state that notes are self-explanatory and there is no need to give any further explanation/ comments.

17. Particulars of Loan given, Investment made, Guarantees given and Securities Provided:

During the year under review the Company has not made any Loan, Guarantee or Investment pursuant to the provisions of section 186 of the Companies Act, 2013.

18. Contracts / Arrangement with related parties:

All transactions with related parties, during the financial year, were on arms length basis and in the ordinary course of business. No material contracts or arrangements with related party were entered into during the year under review. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with rules made thereunder.

19. Particulars of Employees

The information required pursuant to Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars, which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any member is interested in obtaining a copy thereof, such member may write to the Director of the Company in this regard.

20. Listing

The shares of the Company are listed on the Bombay Stock Exchange. The annual listing fee has been paid to the BSE.

21. Conservation of energy, technology absorption & foreign exchange earning & outgo:

Information in accordance with the provision of Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 of Companies (Account) Rules 2014 regarding conservation of energy technology absorption and foreign exchange earnings and outgo is given below is as under:

I. Conservation of energy : N.A
II. Technology Absorption : N.A

III. Foreign Exchange Earnings & Expenditure:

(a) Foreign Exchange Earnings : Nil
(c) Foreign Exchange Expenditure: Nil

 

(b) CIF Value of Import : Nil

22. Vigil Mechanism

The Company has constituted a Vigil Mechanism for employees and directors to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct and ethics. The purpose of the mechanism to promote the highest ethical standards, the company will maintain a workplace that facilities the reporting of potential violations of Company policies and applicable laws.

23. Board Evaluation

The evaluation of Board, Committee(s) and individual Directors was carried out based on structured questionnaire encompassing parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

24. Corporate Social Responsibility:

The provisions relating to Corporate Social Responsibility are not applicable on the Company and therefore no policy in this regard has been developed / implemented by the Company during the financial year.

25. Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

26. Maintenance of Cost Records:

The Company is not required to maintain Cost records under section 148(1) of the Companies Act 2013.

27. Sexual harassment Policy in work place:

The Company is not required to constitute an Internal Compliancs Committee as the number of employees in the Company are below the threshold limit as prescribed under the Sexual Harassment of Women (Prevention, Prohibition and Redressal) Act, 2013. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following are the summary of sexual harassment complaints received and disposed off during each calendar year.

No. of complaints received: Nil No. of complaints disposed off : Nil

However, the Company is not required to constitute an Internal Complaints Committee as the number of employees in the Company are below the threshold limit as prescribed under the Sexual Harassment of Women (Prevention, Prohibition and Redressal) Act, 2013.

28. Public Deposits

In terms of the provisions of Section 73 & 74 of the Act read with the Companies (Acceptance of Deposits Rules), 2013, your Company has not accepted any fixed deposits from public and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

29. Extract of Annual Return:

The extract of Annual return in prescribed Form MGT 9 has been annexed herewith and forms part of this report.

30. Appreciation:

Your Directors wish to place on record their deep sense of appreciation of the devoted services rendered by the executives of the company.

For and on behalf of the Board of
Som Datt Finance Corporation Limited
Place : Delhi Latika Datt Abbott Charu Datt Bhatia Rajeev Gautam Anshuman Singh Tomar
Managing Director Director Chief Financial Officer Company Secretary
Date : 04.09.2018