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Som Datt Finance Corp Directors Report, Som Datt Fin Reports by Directors

Som Datt Finance Corp

BSE: 511571|NSE: SOMDUTTFIN|ISIN: INE754C01010|SECTOR: Finance - Leasing & Hire Purchase
Dec 13, 16:00
-0.2 (-1.38%)
Som Datt Finance Corp is not listed on NSE
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Directors Report Year End : Mar '15    Mar 14
Dear Members,
 The Directors have pleasure in presenting their Annual Report and
 Audited Statement of Accounts of the Company for the year ended on 31st
 March 2015.
 FINANCIAL RESULTS                                        (Rs. In Lacs)
                                                Year ended     Year ended
                                                31.03.2015     31.03.2014
 Gross Total Income                                111.13         117.71
 Profit / Loss before Depreciation & Taxation       31.74          43.53
 Less: Depreciation                                  1.36           1.07
 Profit Before tax                                  30.38          42.46
 Less: Provision for Income Tax                      4.20           1.94
 Less: Short Provision for earlier years             9.05           0.00
 Add: Provision for Deferred Tax                    -0.02           0.14
 Net Profit /(Loss) after Tax                       17.15          40.38
 Profit/(Loss) brought forward                     163.68         131.38
 Adjustment pursuant to ScheduleII to the           0.15          00.00
 Company Act , 2013 ( Net of tax)
 Profit carried to P&L Appropriation a/c           180.98         171.76
 Less: Special Reserve (As per RBI Guidelines)       3.43           8.08
 Surplus/ (Deficit ) carried to Balance Sheet      177.55         163.68
 2.  State of Company''s Affairs:
 During the year under review, the gross income of the Company stood at
 Rs 111.13 Lacs as compared to Rs 117.71 Lacs during the previous year.
 The net profit of the Company was Rs 17.15 Lacs during the year under
 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 affect on the financial position
 of the Company.
 4.  Dividend
 No dividend has been recommended by the Board of Directors for the
 5.  Directors:
 The Company has Mrs. Latika Datt Abbott, Mrs. Charu Datt Bhatia, Mrs.
 Usha Datt and Brig. Lalit Mohan Segat on the Board of Directors of the
 Company. Mrs. Charu Datt Bhatia was appointed as the director of the
 Company on 30th September, 2014.
 Mr. D.P. Rawal has resigned from the directorship of the Company on 096
 March, 2015. The Company is in the process of appointing a new Director
 in his place.
 Mr. Rajeev Gautam was appointed as Chief Financial Officer of the
 Company on 25th August, 2014.
 6.  Re-Appointment
 As per the provisions of the Companies Act, 2013, Mrs. Charu Datt
 Bhatia retires at the ensuring Annual General Meeting and being
 eligible, seeks re-appointment. The Board recommends her
 7.  Subsidiaries
 At the beginning of the year, we had one subsidiary i.e. M/s Som Datt
 Infosoft Private Limited. As on 31st March, 2015 we still have M/s Som
 Datt Infosoft Private Limited as subsidiary company.
 During the year, the Board of Directors (''the board'') reviewed the
 affairs of the subsidiaries. In accordance with 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 ofperformance, financial positions of the
 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
 Director of the Company under Section 149(7) of the Companies Act, 2013
 that the Independent Director 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, 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
 We comply with the Securities and Exchange Board of India (SEBI)
 guidelines on corporate governance. We have documented our Internal
 Policies on corporate governance. During the year, we have complied
 several aspects such as Whistleblower Policy and Code of Conduct and
 Ethics. Our Corporate Governance report for fiscal 2015 forms part
 ofthis Annual Report.
 11. Meeting of the Board of Directors
 During the financial year under review, 5 Board meetings were held on
 29.05.2014, 13.08.2014, 13.11.2014,
 13.02.2015 and 30.03.2015 The Company held at least four Board Meetings
 in the year as required under the Act and the gap between two Board
 meetings was in compliance with the provisions contained in the Act.
 Details of Directors as on March 31, 2015 and their attendance at the
 Board during the financial year ended March 31.2015 are given below:
 Name of the Director          No. of Board       No. of Board Meetings
                               Meetings held      attended
 Mrs. Charu Datt Bhatia             5                    3
 Mrs. Latika Datt Abbott            5                    5
 Mr. Usha Datt                      5                    5
 Mr. Lalit Mohan Segat              5                    5
 Mr. D.P.Rawal                      5                    5
 12. Committees of the Board
 The composition andother details of all the Committees of the Board are
 provided in the Corporate Governance Report forming part ofthis Report.
 13. Director''s 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 :
 A.S. Gupta & Co., Chartered Accountants, statutory auditors of the
 Company, holds office till the conclusion of the ensuring Annual
 General Meeting and are eligible for re-appointment. Auditors has been
 received to the effect that their re-appointment, if made, would be
 within the limits prescribed under Section 141(3)(g) of the Act and
 they are not disqualified for re-appointment
 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 2014-2015, as required under section 204
 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit
 report for FY 2014-2015 forms part of the Annual Report in Annexure A
 of the Board''s Report.
 The Secretarial Auditor of the Company has qualified in its report that
 the Company has failed to appoint a Whole- Time Company Secretary as
 required under section 203(1) of the Companies Act 2013 read with Rule
 8 of Companies (Appointment & Remuneration of Managerial Personnel)
 The board of directors would like to comment that the company is in the
 process to appoint full time Company Secretary and vacancy will soon be
 16. Auditor''s qualification / reservation / adverse remark:
 There is no adverse qualification/ reservation/ remark in the Auditor''s
 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 arm''s 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 ofthe 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
 ( b ) CIF Value of Import                        :     Nil
 ( c ) Foreign Exchange Expenditure               :     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 Company''s 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
 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
 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.  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.
 27.  Extract of Annual Return:
 The extract of Annual return in prescribed Form MGT 9 has been annexed
 herewith and forms part of this report.
 28.  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
                           Latika Datt Abbott          Charu Datt Bhatia
                           Managing Director           Director
                           DIN:00031056                DIN:00035069
                           C-10, Geetanjali,           G-106, Saket,
 Place: Delhi              Malviya Nagar,              New Delhi-110017
 Date: 01.09.2015          New Delhi-110017
Source : Dion Global Solutions Limited
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