| 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 Schedule-II 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
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 affect 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 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
re-appointment.
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
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
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
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. 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)
2014.
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
filled.
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
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. 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
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