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We are pleased to present the 25th Annual Report on the business and operations of your company for the year ended 31st March, 2019.
|FINANCIAL PERFORMANCE||(In Rs.)|
|Financial Year ended 31st March||2019||2018|
|Profit before Depreciation and Exceptional Items||(440503.88)||(146858.40)|
|Depreciation and Amortization expenses||NIL||NIL|
|Net Profit before Tax||(440503.88)||(158808.40)|
|Net Current tax expenses||NIL||NIL|
|Profit after Tax||(440503.88)||(158808.40)|
|Profit brought forward||Nil||Nil|
TRANSFER OF RESERVES
The Company has not transferred any amount to the reserve and surplus during the financial year 2018 -19.
Since your company has incurred loss this year, your directors regret their inability to recommend any dividend for the year ended 31st March, 2019.
A detailed report on Corporate Governance for the financial year ended March 31, 2019 forms part of this Annual Report. As required by the SEBI (LODR) Regulations, 2015, the Auditors Certificate on Corporate Governance is enclosed as Annexure - 1 to the Boards Report. The Auditors certificate for the year ended March 31, 2019 does not contain any qualification, reservation or adverse remark.
The Board met five times during the year. The details are given in the Corporate Governance report that forms a part of the annual report.
KEY MANAGERIAL PERSONNEL
Key Managerial Personnel appointed/ceased during the Financial Year 2018-19.
Director appointment / Re-appointment Smt. Moul Shree Jhunjhunwala (DIN: 00185781) was appointed as an Additional Director of the company w.e.f 01.01.2019.
There was resignation of Mrs. Sumana Raychaudhuri (DIN: 07308451) as a Director w.e.f. 01.01.2019 from directorship of the company during the financial year ended 31.03.2019. However, Board took on record the cessation of Mr. Arun Kumar Mitra (DIN: 07994138) from the post of directorship of the Company due to his death w.e.f 30th January 2019.
INDEPENDENT DIRECTORS DECLARATION
The company has received the necessary declaration from each independent director in accordance with the section 149 (7) of the Companies Act 2013 that he/ she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
MANAGERIAL REMUNERATION -197(12)
Details of remuneration as required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies(Appointment & Remuneration of Managerial Personnel) Rules ,2014 is given in Annexure-2.
DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors of the Company confirms:
i. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
ii. that the selected accounting policies were applied consistently and the directors 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 March 31, 2019 and of the profit or loss of the Company for the year ended on that date;
iii. 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;
iv. that the annual accounts have been prepared on a going concern basis.
v. The company has in place an established internal financial control system and the said systems are adequate and operating effectively. Steps are also being taken to further improve the same.
vi. The company has in place a system to ensure compliance with the provisions of all applicable laws and the system is adequate. Steps are also being taken to further improve the legal compliance monitoring.
The constitution of the Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee, Terms of Reference and the dates on which meetings of the Committees were held are mentioned in the Corporate Governance Report forming part of this Annual Report.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
The details of Whistle Blower Policy/Vigil Mechanism existing in the Company are mentioned in the Corporate Governance Report for FY 2018-19 forming part of this Annual Report.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2014
Company has a stringent policy for prevention of sexual harassment of women at workplace and management takes a zero tolerance approach towards those indulging in any form of sexual misconduct. No instance of sexual harassment was reported during FY 2018-19.
The Statutory Auditors Report on Standalone Financial statement and the Secretarial Audit Report for the financial year 2018-19 does not contain any qualification which warrants comments from the Board of Directors.
Pursuant to resignation of M/s. Khetawat & Co, Chartered Accountant, statutory auditor of the company M/s S. N. Roy & Co., (Firm Registration No. 313054E) Chartered Accountants of the Kolkata has been appointed as the Statutory Auditors of the Company, for a term of five years commencing from the financial year 2018-19, to hold office from the conclusion of the 24th Annual General Meeting until the conclusion of the 29th Annual General Meeting, to be held in year 2023 (subject to the ratification of their appointment by the Members at every AGM of the Company. The requirement to place the matter relating to appointment of Auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act 2017 w.e.f. 7th May, 2018. Accordingly, no resolution is being proposed for ratification of appointment of Statutory Auditors at the ensuing AGM and a note in respect of same has been included in the Notice of the AGM.
There are no qualification(s), reservation(s) or adverse remarks or disclaimer in the Auditors Report to the Members on the Annual Financial Statements for the financial year ended 31st March, 2019.
A Secretarial Audit was carried out by the Secretarial Auditor Mrs. Priti Lakhotia, Partner M/s AL & Associates, Practicing Company Secretary, Kolkata, pursuant to provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditors Report is attached as Annexure-3 and forms part of the Directors Report.
EXTRACT OF ANNUAL RETURN (MGT-9)
Pursuant of section 92 (3), 134(3) (a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Extract of annual Return in Form MGT-9 is given in Annexure-4.
MANAGEMENT DISCUSSION AND ANALYSIS In compliance with Regulation 34 of the SEBI Listing Regulations, a separate section on the Management Discussion and Analysis, as approved by the Board of Directors, which includes details on the state of affairs of the Company is given in Annexure-5, which is annexed hereto and forms a part of the Boards Report.
There is Significant/material orders of Courts/ tribunal/ regulation affecting the Companys going concern status.RBI has cancelled the Certificate of Registration (CoR No.05.00237 dated February 20, 1998) under section 45-IA (6) of the RBI Act, 1934 Vide RBI Order- DNBS. RO. KOL.No. 12026/03.03.008/2017-18 dated 21.06.2018, however, note that your company still continues to be governed by the relevant provisions of the Reserve Bank of India Act, 1934, and duly made application to convert it into Core Investment Companies (C.I.C.).
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS 1186)
No Loans, Guarantees and investments as required under section 186 of the Companies Act, 2013 are made during the financial year 2018-19.
MATERIAL CHANGES AFTER THE END OF THE FINANCIAL YEAR
RBI has cancelled the Certificate of Registration (CoR No.05.00237 dated February 20, 1998) to carry on the business of a Non-Banking Financial Institution, under section 45- IA (6) of the RBI Act, 1934 Vide RBI Order- DNBS. RO. KOL. No. 12026/03.03.008/2017-18 dated 21.06.2018, however, note that your company still continues to be governed by the relevant provisions of the Reserve Bank of India Act, 1934, and duly converted into Core Investment Companies (C.I.C.).
The Company did not invite or accept any deposit from the public under Section 73 of the Companies Act, 2013.
PARTICULARS AS PER SECTION 134(3) OF THE COMPANIES ACT, 2013
As the Company is engaged in financial services activities and there is no earning and outgo of foreign exchange, the disclosure required u/s 134(3)(m) of the Companies Act, 2013 and Rules 8 (3) of The Companies (Accounts) Rules, 2014 is not applicable.
As in the previous years, this year too, we are publishing only the statutory disclosures in the print version of the Annual Report.
The electronic copies of the Notice and Annual Report for FY 2018-19 have been sent to all the Members whose email IDs are registered with the Companys Registrar and Share Transfer Agent / Depository Participants for communication purposes.
For Members who have not registered their email addresses, physical copies of the Notice and the Annual Report are being sent in the permitted mode.
To support the Green Initiative, Members who have not registered their email addresses are requested to register the same with the Companys Registrar and Share Transfer Agent/ Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically.
The Board express its deep gratitude and thanks to the regulatory authorities, clients, bankers, business associates and shareholders for their valuable contribution towards the progress of the Company.
Statements forming part of the Management Discussion and Analysis covered in this report may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. The Company takes no responsibility to publicly amend, modify or revise any forward looking statements on the basis of any subsequent developments, information or events.
|By order of the Board|
|For Vintage Securities Limited|
|Place: Kolkata||Vijay Kumar Mohatta|
|Date: 28th May, 2019||Chairman & Managing Director|