LICHFL TRUSTEE COMPANY PRIVATE LIMITED DIRECTORS REPORT

Transcription

1 LICHFL TRUSTEE COMPANY PRIVATE LIMITED DIRECTORS REPORT To The Members of LICHFL Trustee Company Private Limited The Directors have pleasure in presenting Ninth Annual Report of your Company toger with audited financial statements for year ended 31 st March, FINANCIAL RESULTS For year ended 31 st For year ended 31 st March, 2016 ( Rs. ) March, 2015 ( Rs.) Profit before Tax 4,29,964 3,49,464 Tax Expenses 1,32,977 1,07,489 Profit after Tax 2,96,987 2,41,975 Balance carried forward to next year 2,96,987 2,41,975 STATE OF AFFAIRS OF THE COMPANY The Company has been appointed as Trustee to LICHFL Urban Development Fund which has aggregate capital commitment of Rs Crore. The Fund has closed investment deals in eight portfolio companies up to 31 st March, Financial Statement of has been prepared on standalone basis as prescribed in Rule 8(1) of Companies Accounts Rules, For year Gross revenue of Company was Rs. 5,13,065 as against Rs. 5,30,832 in previous year, Profit before taxes was Rs. 4,29,964 against Rs.3,49,464 in previous year. After providing for taxes net profit of Company for year under review was Rs. 2,96,987 as against Rs. 2,41,975 in previous year. DIVIDEND & TRANSFER TO RESERVES Though Company has earned profits during year, your directors have decided not to declare dividend keeping in view future business plans of Company. The Entire Profit After Tax are transferred to Reserves and Surplus. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY There are no material changes and commitments, affecting financial position of, have occurred from end of financial year of Company till date of this report. SUBSIDIARIES, JOINT VENTURES No Company has become or ceased to be subsidiaries, joint ventures of Company during year. 1

2 FIXED DEPOSIT The Company has not accepted any deposits within meaning of Section 73 of Companies Act 2013 and Companies (Acce ptance of Deposits) Rules, 2014 during year. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY S OPERATIONS IN FUTURE During year no orders passed by Regulators or Courts or Tribunals impacting going concern status and s operations in future. PARTICULERS OF LOANS, GUARANTEES OR INVERSTMENTS The has not given any loans or guarantees covered under provisions of section 186 of Companies Act, 2013 during year. THE CHANGE IN THE NATURE OF BUSINESS There was no change in nature of Business during financial year MEETINGS OF THE BOARD OF DIRECTORS Four meetings of Board of Directors were held during financial year on 15 th April, 2015, 17 th July, 2015, 19 th October, 2015, and 21 st December, Total Number of Board Meetings held during year is 5. Sl.No. Names of Directors Number of Board Meetings attended 1 1 Shri Jagdish Capoor 3 2 Shri Dhananjay Mungale 2 3 Shri Nitin K Jage 4 4 Shri Surinder Mohan* 1 5 Ms. Kiron Singh** 1 *Director up to Director with effect from DIRECTORS During year Shri Surinder Mohan resigned from Directorship of Company and Ms. Kiron Singh appointed as Director during year. Shri Jagdish Capoor and Shri Dananjay Mungale, Directors retire by rotation at ensuing Annual General Meeting and are eligible for reappointment. The Directors recommend ir reappointment. AUDITORS Statutory Auditors M/s. Chokshi & Co. Chartered Accountants, Mumbai (Registration No W) hold office till conclusion of forthcoming Annual General Meeting and Company has received a letter from M/s. Chokshi & Co., Chartered Accountants, Mumbai (Registration No W) stating that ir appointment, if made, would be in accordance with Section 139 and 141 of Companies Act, 2013 and Rules made ir under. The Board recommends for ratification of appointment of M/s. Chokshi & Co., Chartered Accountants, Mumbai (Registration No W) as Auditors of Company for Financial Year

3 CORPORATE SOCIAL RESPONSIBILITY The provisions of Companies Act, 2013 pertaining to Corporate Social Responsibility are not applicable to Company. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO Since Company is not in manufacturing and energy intensive industry particulars as prescribed under sub-section (3)(m) of Section 134 of Companies Act 2013 read with, Rule 8(3) of Companies (Accounts) Rules,2014, are not set out in report. There was no Technology absorption during year. There was no Foreign Exchange Earnings and outgo during year. INTERNAL FINANCIAL CONTROLS The Company has in place adequate internal financial controls with reference to financial statements. During year, such controls were tested and no reportable material weakness in design or operation were observed. DIRECTORS COMMENTS ON AUDITOR S REPORT No adverse remark or observation is given by Statutory Auditors. The observations made by Auditors in ir report, read with relevant notes given in notes to Accounts, are self explanatory and refore, do not require any comments from your Directors pursuant to Section 134(3)(f) of Companies Act, RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(5) OF THE COMPANIES ACT, 2013 Pursuant to Section 134(5) of Companies Act, 2013, Board of Directors hereby confirms that a. in preparation of annual accounts, applicable accounting standards had been followed along with proper explanation relating to material departures; b. directors had selected such accounting policies and applied m consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of at end of financial year 31 st March 2016 and of profit and loss of for that period; c. directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with provisions of this Act for safeguarding assets of and for preventing and detecting fraud and or irregularities; d. directors had prepared annual accounts for period ending 31 st March 2016 on a going concern basis; and e. directors had devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively. EXTRACT OF ANNUAL RETURN The extract of Annual Return in form MGT-9 is annexed herewith as Annexure A A STATEMENT ON RISK MANAGEMENT 3

4 The Company has taken necessary steps to mitigate elements of risks affecting business and re are no risks threatening existence of Company. THE PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 During year re were no Contracts entered or arrangements made with related parties as referred to in sub section(1) of section 188 of Companies Act, ACKNOWLEDGEMENT The Directors place on record ir appreciation for advice, guidance and support given by Life Insurance Corporation of India and LIC Housing Finance Limited. The Directors also place on record ir sincere thanks to Company s Banker and Members for ir patronage. For and on behalf of Board Director Director Place: Mumbai Date:,

5 ANNEXURE A FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN As on financial year ended on Pursuant to Section 92 (3) of Companies Act, 2013 and rule 12(1) of Company (Management & Administration) Rules, I. REGISTRATION & OTHER DETAILS: 1. CIN U67190MH2008PTC Registration Date Name of Company LICHFL Trustee Company Private Limited 4. Category/Sub-category of Company 5. Address of Registered office & contact details 6. Wher listed 7. Name, Address & contact details of Registrar & Transfer Agent, if any. Private Company Limited by Share Bombay Life Building, 2 nd Floor, 45/47, Veer Nariman Road, Mumbai, Maharashtra, India Tel: Fax: No. Not Applicable. II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All business activities contributing 10 % or more of total turnover of shall be stated) S. No. Name and Description of main products / services NIC Code of Product/service % to total turnover of 1 To undertake business of Trusteeship III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Sl. No. Name and Address of Company CIN/GLN Holding/ Subsidiary/ Associate % of held Applicable Section 1 LIC Housing Finance Limited, L65922MH1989PLC Holding (46) Bombay Life Building, 2 nd Floor, 45/47, Veer Nariman Road, Mumbai, Maharashtra, India

6 VI. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) Category-wise Share Holding Category of Shareholders A. Promoter s (1) Indian a) Individual/ HUF b) Central Govt c) State Govt(s) d) Bodies Corp. e) Banks / FI f) Any or Total shareholding of Promoter (A) Shares held at beginning of year[as on 31-March-2015] Demat Physica Total % of l Total Shares Shares held at end of year[as on 31-March-2016] Demat Physical Total % of Total Shares % Change during year -- 90,000 90, ,000 90, No Change -- 90,000 90, ,000 90, No Change B. Public Shareholding 1. Institutions a) Mutual Funds b) Banks / FI c) Central Govt d) State Govt(s) e) Venture 6

7 Capital Funds f) Insurance Companies g) FIIs h) Foreign Venture Capital Funds i) Ors (specify) Sub-total (B)(1):- 2. Non- Institutions a) Bodies Corp. i) Indian ii) Overseas b) Individuals i) Individual shareholders holding nominal share capital upto Rs. 1 lakh ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh c) Ors (specify) Non Resident Indians Overseas Corporate Bodies Foreign Nationals Clearing Members Trusts Foreign Bodies - D R 7

8 Sub-total (B)(2):- Total Public Shareholding (B)=(B)(1)+ (B)(2) C. Shares held by Custodian for GDRs & ADRs Grand Total (A+B+C) -- 90,000 90, ,000 90,

9 B) Shareholding of Promoter SN Shareholder s Name 1 LIC HOUSING FINANCE LTD. AND ITS NOMINEES Shareholding at beginning of year Shares % of total Shares of %of Shares Pledged / encumbered to total Shareholding at end of year Shares Shares of %of Shares Pledged / encumbered to total % change in shareholding during year 90, Nil 90, Nil No Change C) Change in Promoters Shareholding (please specify, if re is no change) SN Particulars Shareholding at beginning of year of Cumulative Shareholding during year of At beginning of year 90, , Date wise Increase / Decrease in Nil Nil Promoters Shareholding during year specifying reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.): At end of year 90, ,

10 D) Shareholding Pattern of top ten Shareholders: (Or than Directors, Promoters and Holders of GDRs and ADRs) SN For Each of Top 10 Shareholders Shareholding at beginning of year of Cumulative Shareholding during Year of At beginning of year 90, , Date wise Increase / Decrease in Promoters Shareholding during year specifying reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At end of year 90, , E) Shareholding of Directors and Key Managerial Personnel SN Shareholding of each Directors and each Key Managerial Personnel At beginning of year Date wise Increase / Decrease in Promoters Shareholding during year specifying reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.): At end of year Shareholding at beginning of year of Cumulative Shareholding during Year of 10

11 V) INDEBTEDNESS -Indebtedness of Company including interest outstanding/accrued but not due for payment. Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness Indebtedness at beginning of financial year i) Principal Amount , ,797 ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) , ,797 Change in Indebtedness during financial year * Addition --- 2, ,578 * Reduction Net Change --- 2, ,578 Indebtedness at end of financial year i) Principal Amount , ,375 ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) ,375 23,375 VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL- A. Remuneration to Managing Director, Whole-time Directors and/or Manager: SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount Gross salary (a) Salary as per provisions contained in section 17(1) of Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income- tax Act, Stock Option 3 Sweat Equity 4 Commission - as % of profit - ors, specify. 5 Ors, please specify Total (A) Ceiling as per Act 11

12 B. Remuneration to or directors SN. Particulars of Remuneration Name of Directors Total Amount 1 Independent Directors Fee for attending board committee meetings Jagdish Capoor Dhananjay Mungale N.A. N.A. N.A. N.A. N.A. Commission N.A. N.A. N.A. N.A. N.A. Ors, please specify N.A. N.A. N.A. N.A. N.A. Total (1) N.A. N.A. N.A. N.A. N.A. 2 Or Non-Executive Directors Fee for attending board committee meetings 15,000 10,000 25,000 Commission Ors, please specify Total (2) 15,000 10,000 25,000 Total (B)=(1+2) 15,000 10,000 25,000 Total Managerial Remuneration 15,000 10,000 25,000 Overall Ceiling as per Act C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD SN Particulars of Remuneration Key Managerial Personnel CEO CS CFO Total 1 Gross salary N.A. N.A. N.A. N.A. (a) Salary as per provisions contained in section 17(1) of Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Incometax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act, Stock Option N.A. N.A. N.A. N.A. 3 Sweat Equity N.A. N.A. N.A. N.A. 4 Commission N.A. N.A. N.A. N.A. - as % of profit ors, specify 5 Ors, please specify N.A. N.A. N.A. N.A. Total N.A. N.A. N.A. N.A. 12

13 VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Type Section of Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] A. COMPANY Penalty N.A. N.A. N.A. N.A. N.A. Punishment N.A. N.A. N.A. N.A. N.A. Compounding N.A. N.A. N.A. N.A. N.A. B. DIRECTORS Penalty N.A. N.A. N.A. N.A. N.A. Punishment N.A. N.A. N.A. N.A. N.A. Compounding N.A. N.A. N.A. N.A. N.A. C. OTHER OFFICERS IN DEFAULT Penalty N.A. N.A. N.A. N.A. N.A. Punishment N.A. N.A. N.A. N.A. N.A. Compounding N.A. N.A. N.A. N.A. N.A. Appeal made, if any (give Details) 13