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You can view full text of the latest Director's Report for the company.

BSE: 535916ISIN: INE030P01017INDUSTRY: Finance & Investments

BSE   ` 85.50   Open: 84.70   Today's Range 84.00
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Year End :2016-03 

To,

The Members,

The Directors have pleasure in presenting their 22nd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.

1. Financial summary or highlights/Performance of the Company

The Board's Report shall be prepared based on the stand alone financial statements of the company.

Particulars

Year ended March-2016

Year ended March-2015

Gross Income

45,08,66,297

41,58,01,806

Profit/Loss Before Depreciation

(13334300)

(8932528)

Less : Depreciation

2,043,941

33,01,033

Profit/Loss before Tax

(15378241)

(1,22,33,561)

Less:

Provision for Tax

NIL

NIL

Provision for Deferred Tax

(156465)

(5,93,289)

Prior Period Tax

360

(93084)

Net Profit/Loss After Tax

(1,52,22,136)

(1,15,47,188)

Balance of Profit brought forward

2,18,91,614

3,36,51,524

Balance available for appropriation

-

-

Proposed Dividend on Equity Shares

-

-

Tax on proposed Dividend

-

-

Transfer to General Reserve

-

-

Adjustment related to fixed Asset and

-

(2,12,722)

Deferred Tax

Surplus carried to Balance Sheet

66,69,478

2,18,91,614

The Indian Economy has been passing through a stagnant phase for the last two years which has affected industry and Finance companies/ Banks tremendously. The outlook on India in the last couple of years had become bearish with infrastructure projects (which are the backbone of any economy) languishing due to no clear policy of the then Government.

Many industries/projects shut down or did not take off from the drawing board. All these factors led to the finance sector including Banks coming under tremendous pressure from collection of loans from Industry.

With a new Government having been formed in at the Central level there is a wave of optimism in industrial and financial sectors and with decisions being taken for clearances of projects of over 21000 crores by the Government, there is full hope of high growth for the economy which would result in the financial sector gaining back its robust health.

1. Financial Highlights Standalone Revenues:

During the fiscal 2016, the gross operational income of the Company stood at Rs. 442283485 as compared to previous fiscal of 'Rs. 407486360.

Standalone Profits / (Loss) :

Loss stood at Rs 1,53,78,241 before tax and loss after tax stood at -1,52,22,136 for the fiscal 2016 as compared to the previous year loss before tax ' Rs 1,22,33,561 and after tax ' Rs 1,15,47,188.

2. Change in the nature of business, if any

No change of business occurs during the year under review.

3. Dividend

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

4. Reserves

The amounts, as on ended of financial year in, Share Premium account is Rs 3,04,00,000, General Reserves is Rs.53,50,000 and Surplus in Profit and Loss accounts is Rs 66,69,478.

5. Share Capital ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS

The company under the provision of Section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 [Chapter IV] does not issued shares with differential rights during the year under review.

ISSUE OF SWEAT EQUITY SHARE

The company under the provision Section 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 has not issued any sweat equity share during the year under review

BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review. BONUSSHARES

No Bonus Shares were issued during the year under review.

6. Directors and Key Managerial Personnel

Mrs. Nipa Prashant Sheth, Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

Mrs. Nipa Prashant Sheth, has been appointed as additional Director, retire by rotation w.e.f February 2016.

Ms Pooja H Mehta ha resigned from the post of Directorship w.e.f. December 2015

Ms. Leena Kumawat Company Secretary and Compliance officer has appointed with effect from December 2015, respectively

7. Meetings

A calendar of Meetings is prepared and circulated in advance to the

Directors. During the year seven Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

8. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulation 2015 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out is explained in Corporate Governance Report.

9. Declaration by an Independent Director(s) and re- appointment, if any

A declaration by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 52 of Listing Agreement has been received by the directors.

An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

10. Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy has been stated in the Corporate Governance Report.

11. Managerial Remuneration:

A) Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in this report.

12. Details of Subsidiary/Joint Ventures/Associate Companies

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company's subsidiary or subsidiaries, associate company or companies and joint venture or ventures is not applicable to the company.

Company does not have any subsidiary. 13. Auditors:

M/s. Lalit Kumar Dangi & Co., Chartered Accountants, FR No.112107W hold office until the conclusion of ensuing Annual General Meeting and being eligible offer themselves for reappointment as Auditors of the Company.

The Company has received letter from M/s. Lalit Kumar Dangi & Co., Chartered

Accountants to the effect that ,their appointment ,if made would be in the prescribed limit under 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re appointment.

The Notes in the Financial statement referred to in the Auditor's report are self explanatory and do not call for any further comments

14. Auditors' Report

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

15. Disclosure about Cost Audit

As per the Cost Audit Orders, Cost Audit is not applicable to the Company.

16. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s Nishu Jain & Associates Practicing Company Secretary has been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report.

The Board has appointed Nishu Jain ; Nishu Jan & Associates ,Practicing Company Secretary ,as Secretarial Auditor of the Company for Fiscal 2017

17. Internal Audit & Controls

The Company has appointed Hemant P Bhalekar ,external firm of Chartered accountants as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

18. Issue of employee stock options

The Board of directors, shall, inter alia, disclose in the Directors' Report for the year, the details as provided in rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014.

Particulars

Approval

Options granted

Options ve sted

Not Applicable

Options exercised

Total number of shares arising out of exercise of options

Options forfeited/lapsed/cancelled

Variations of terms of options

Money realized by exercise of optio ns

NOT APPLICABLE

Total number of options in force

Notes: -

1. Details of options granted during the Financial Year 2015-16 to:

Particulars

(a) Directors and key managerial personnel

(b) Any other employee who received a grant in any one year of options amounting to 5% or more of the options granted during the year (includes employees and group company employees)

NOT APPLICABLE

(c) Identified employees who are granted options, during any one year equal to exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

19. Vigil Mechanism :

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.alacritysec.com under investors/policy documents/Vigil Mechanism Policy link.

20. Risk management policy:

Pursuant to Section 134(3) (n) of the Companies Act 2013 & Clause 52 of the Listing Agreement, the Company has constituted a Business Risk Management Committee. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards Report.

At present the Company has not identified any element of risk which may threaten the existence of the Company.

21. Listing Agreement: The Company has signed new Listing Agreement pursuant to Listing Regulation 2015 effective from December 1,2015

22. Extract Of Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I .

23. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.\

24. 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

No significant and material order has been passed by any regulators or courts or tribunals impacting the going concern status and company's operations in future. The company is doing reasonable growth and development.

25. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The company has adequate internal control systems in place. With a view to monitor the Company's performance as well as to make sure that internal checks and controls are operating properly, the Company has appointed external firms of Chartered Accountant as Internal auditor. The audit committee ensures that the internal control systems are adequate and working effectively.

26. Deposits

The details relating to deposits, covered under Chapter V of the Act,-

The details relating to deposits, covered under Chapter V of the Act,-__

a.

accepted during the year;

NIL

b.

remained unpaid or unclaimed as at the end of the year;

NIL

c.

whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved

NIL

(i) at the beginning of the year;

NIL

(ii) maximum during the year;

(iii) at the end of the year;

The details of deposits which are not in compliance with the requirements of Chapter V of the Act;

27. Particulars of loans given, guarantees provided or investments made under section 186

Particulars of loans given, Investment made ,guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement (Please refer to Note No. 6 to the financial statement).

28. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 and Clause 52 of the Listing Agreement during the financial year ended March 31,2016 are given below. Suitable disclosures as required under AS 18 have been made in the Financial Statement.

Sub Brokerage: Mrs Meeta H Mehta -INR 822524 & Mr. Mihir K Shah - INR 20701

Remuneration of Key Managerial Personnel: Mr. Kishore V Shah -INR 6,72,500 and Hiten R Mehta -INR 305000

All transactions entered into with related parties are in the ordinary course of business and are on arm's length except transaction of Interest free Loan to associate Company.

All Related Party Transaction are placed before the Audit committee for approval. Prior omnibus approval of the Audit committee is obtained on yearly bases which are of foreseen and repetitive in nature. The policy on Related Party Transactions as approved by Board is uploaded on the Company's website at http://www.alacritysec.com/policy.

Your Directors draw attention of the members to Note No. 28 to the Financial Statement which sets out related party disclosure.

29. Particulars of Employees

In terms of the provisions of Section 197 of the Companies Act, 2013, 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 .However as per the provisions of Section 136 of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any, member interested in obtaining the information on employee's 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 ensuing Annual General Meeting, may write to the Company at the registered office of the Company in advance.

30. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a) Conservation of energy

(i)

the steps taken or impact on conservation of energy

(ii)

the steps taken by the company for utilizing alternate sources of energy

NOT APPLICABLE

(iii)

the capital investment on energy conservation equipment’s

(i)

the efforts made towards technology absorption

(ii)

the benefits derived like product improvement, cost reduction, product development or import substitution

(iii)

in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported

NOT APPLICABLE

(b) the year of import;

(c) whether the technology been fully absorbed

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

(iv)

the expenditure incurred on Research and Development

(c) Foreign exchange earnings and Outgo

a) Conservation of energy__

(i)

the steps taken or impact on conservation of energy

(ii)

the steps taken by the company for utilizing alternate sources of energy

NOT APPLICABLE

(iii)

the capital investment on energy conservation equipment’s

(b) Technology absorption

(i)

the efforts made towards technology absorption

(ii)

the benefits derived like product improvement, cost reduction, product development or import substitution

(iii)

in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported

NOT APPLICABLE

(b) the year of import;

(c) whether the technology been fully absorbed

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

(iv)

the expenditure incurred on Research and Development

(c) Foreign exchange earnings and Outgo NOT APPLICABLE

1. Corporate Social Responsibility (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 shall not be applicable to the Company.

2. Human Resources:

Your Company treats its “human resources” as one of its most important assets.

Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

3. Corporate Governance:

As per Clause 52 of the SME listing Agreement and Regulation 15(2) of the Listing Regulations 2015 with the Stock Exchanges, a detailed report on corporate governance practices followed by the Company together with the certificate from the Company's Statutory Auditors confirming compliance forms part of this report as “Annexure ”

4. Insider Trading Regulations:

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prohibition of insider trading, as approved and adopted by the Directors and designated Employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information during the period of Trading Window Closure. The Board is responsible for implementation of the Code.

All Board of Directors and designated employees have confirmed compliance with the Code.

The Board has appointed Jai Prakash Jindal, Compliance officer under the code.

5. Directors' Responsibility Statement:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(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.

6. Transfer of Amounts to Investor Education and Protection Fund :

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

7. Corporate Governance and Management Discussion And Analysis:

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2016

8. Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

For and on behalf of the Board of Directors

Signing as per Board resolution passed

Whole Time Director Whole Time Director and CFO

Place Mumbai mten R Mehta Kishore V Shah

12/08/2016 01875252 0197561