DIRECTORS' REPORT To, The Members, Beryl Securities Limited Indore. We are pleased to present the TWENTY FIRST ANNUAL REPORT to the members, along with the audited Balance Sheet as at 31st March 2015, the Profit & Loss Account and Cash Flow Statement for the financial year ended on March 31, 2015. 1 REVIEW OF YEAR FOR NBFCs: Financial Year 2014-2015 was quite challenging in terms of the macroeconomic environment in domestic as well as international markets especially for the financial services sector. In India, slower economic growth and high inflation coupled with high interest rates have been very challenging for all business enterprises. Challenging credit environment and tightening liquidity were like strong head winds for most of year. Improvement in connectivity to rural areas will result in robustness of demand from semi urban and rural areas. With the government's initiative to boost infrastructure projects, NBFCs can also look for growth in asset financing. We will continue to be well prepared for the forthcoming years keeping the above strategic intent in mind. 3. DIVIDEND : As the company is deciding to strengthen its position further hence your directors are not able to declare any dividend. The Directors regret for their inability to recommend any dividend for the financial year 2014-2015 4. RESERVES The Company proposes to transfer Rs. 899218.49 to the general reserve. 5. PUBLIC DEPOSITS : The Company has neither invited nor accepted any deposit from the public during the year. 6. RBI REGISTRATION : The registration granted by Reserve Bank of India as Non-Banking Financial Company is also continues during the year under review. Further, pursuant to Non-Banking Financial Companies Auditor's Report (Reserve Bank of India) Directions, 1998, a report from the statutory auditor of the Company has been received by the Board of Directors of the Company. This report shows that the Company has complied with all the directions and prudential norms as prescribed under Reserve Bank of India Act, 1934. 7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Management Discussion & Analysis Report, as required under the Listing agreement with the Stock Exchanges is enclosed here with this report. 8. DIRECTORS AND KEY MANAGERIAL PERSONNEL: Mrs. Bharti Gurjar is appointed on the Board of the Company as Non Executive Director of the Company at the last annual general meeting held 30th day of September, 2014. Mrs. Bharti Gurjar, who retires by rotation at this annual general meeting and, being eligible, offers her for re-appointment The designation of Mr. Sanjay Sethi is change from Whole Time Director to Non Executive Director and also appointed as Chairman of the Company w.e.f 04/09/2014. Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Mr. Sunil Jain, Mr. Hemant Jain and Mr. Avinash Sharma were appointed as independent directors at the annual general meeting of the Company held on September 30, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company. 9. DIRECTOR'S RESPONSIBILITY STATEMENT: Pursuant to the provision of Section 134(5) of the Companies Act, 2013 as amended with respect to Director's responsibility statement and subject to where so ever otherwise contained in the Audit Report, Your Directors hereby confirm. 1. That in the preparation of the annual accounts for the financial period ended on 31st March, 2015 the applicable accounting standards subject to notes to the accounts in Auditors Report had been followed, along with proper explanation relating to material departures; 2. That the Director 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 at the end of the financial period ended and profit of the Company for the period under review; 3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4. That the Directors have prepared the annual accounts on a going concern basis. 5. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 10. AUDITORS: Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s. Subhash Chand Jain Anurag & Associates, Chartered Accountants, Indore (M.P.), were appointed as statutory auditors of the Company from the conclusion of the twenty first annual general meeting (AGM) of the Company held on September 30, 2014 till the conclusion of the twenty third AGM to be held in the year 2016, subject to ratification of their appointment at every AGM. 11. PARTICULARS OF EMPLOYEES: There are no employees as on date on the rolls of the Company who are in receipt of remuneration which requires disclosures under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 i.e. Company does not have any employee receiving Remuneration exceeding Rs. 60, 00,000.00 per annum or Rs 5, 00,000.00 per month or part thereof. During the year under review, relationship with the employees is cordial. 12. DISCLOSURE OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO: Since, Company is not a manufacturing Company; therefore the particulars with respect to conservation of energy & technology absorption as required under Companies (disclosure of particulars in the report of the Director) Rules, 1988 are not required. There was no foreign exchange earning & outgo during the year. 13. CORPORATE GOVERNANCE: The Company has complied with the mandatory statutory requirement of corporate Governance specified by the Securities and Exchange Board of India through Clause 49 of the Listing agreement. As required by the said clause, a separate report on the Corporate Governance forms part of this Annual report. A certificate from the Company Secretary in Practice regarding compliance of conditions of Corporate Governance has been obtained and is enclosed to this report. 14. LISITING AT STOCK EXCHANGES: The Equity Shares of the Company are listed with the Bombay Stock Exchange Ltd and Jaipur Stock Exchange Limited. The Company has delisted its securities from Madhya Pradesh Stock Exchanges w.e.f 30th May, 2015. 15. RISK MANAGEMENT The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The Committee formed will identify evaluate of operational, strategic and external environment risks. The committee has overall responsibility for monitoring and approving the risk policies and associated practices of the Company." The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report. 16. TRANSACTIONS WITH RELATED PARTIES None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure I in Form AOC-2 and the same forms part of this report. 17. EXTRACT OF ANNUAL RETURN As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure II in the prescribed Form MGT-9, which forms part of this report. 18. SECRETARIAL AUDITORS' REPORT In Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Ashish Karodia & Company a firm of Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed as Annexure - III 19. CORPORATE SOCIAL RESPONSIBILITY The policy of the Corporate Social Responsibility is not applicable to the Company. 20. AUDIT COMMITTEE The details pertaining to composition of audit committee are included in the Corporate Governance Report, Which forms part of this report. 21. VIGIL MECHANISM The details pertaining to establishment of vigil mechanism for employees and directors are included in the Corporate Governance Report which forms part of this report. 22. NOMINATION AND REMUNERATION COMMITTEE The details pertaining to composition of committee are included in the Corporate Governance Report, which forms part of this report. 23. STAKEHOLDERS RELATIONSHIP COMMITTEE: The details pertaining to composition of committee are included in the Corporate Governance Report, which forms part of this report. 24. ACKNOWLEDGEMENT Your Company is grateful for the continued Company-operation and assistance extended to it by the Government and Semi-Government Authorities, Banks and other Statutory Bodies. Your Director also expresses their warm appreciation for the dedicated and sincere services rendered by the employees of the Company. For and on Behalf of the Board FOR BERYL SECURITIES LTD. Sd/-SUDHIR SETHI Managing Director DIN : 00090172 Sd/-SANJAY SETHI Director DIN : 00090277 Place : Indore Dated : 24th July, 2015 |