MANAGEMENT DISCUSSION AND ANALYSIS ECONOMIC SCENARIO India's economy has witnessed a significant economic growth in the recent past, growing by 7.3 per cent in 2015 as against 6.9 per cent in 2014. The size of the Indian economy is estimated to be at Rs 129.57 trillion (US$2.01 trillion) for the year 2014 compared to Rs 118.23 trillion (US$ 1.84 trillion) in 2013.The steps taken by the government in recent times have shown positive results as India's gross domestic product (GDP) at factor cost at constant (2011-12) prices 2014-15 is Rs 106.4 trillion (US$ 1.596 trillion), as against Rs 99.21 trillion (US$ 1.488 trillion) in 2013-14, registering a growth rate of 7.3 per cent. The economic activities which witnessed significant growth were 'financing, insurance, real estate and business services' at 11.5 per cent and 'trade, hotels, transport, communication services' at 10.7 per cent.Stating that its great time to invest in India, Minister of State for Finance Mr Jayant Sinha said the Indian economy has potential to become a US$ 4-5 trillion economy in the next 10-12 years. The finance Minister brsented the Budget, which addresses some pending concerns, such as (i) laying out a transformative tax regime in terms of GST, GAAR, phased reduction in corporate taxes, abolition of wealth tax (ii) higher public investment to kick start growth (iii) direct benefit transfers/ Jan Dhan to streamline/ plug leakages in subsidies delivery and (iv) institutionalization of inflation targeting monetary policy framework. However, it has extended the fiscal consolidation roadmap with fiscal deficit target of 3.9% in F.Y. 2016; 3.5% in F.Y 2017 and 3% in F.Y. 2018. Overall, the budget is a fine balancing act between fiscal consolidation and creating enabling conditions for growth andjob creation. Your company is seeking great opportunities in its business segment considering the expected economic developments & growths initiatives taken by the government. OPERATIONAL REVIEW, OPPORTUNITIES AND THREATS During the financial year under review, the company incurred loss after tax Rs. 35.01 Lacs against loss of 98.18 Lacs in the brvious year. The management of your company expects further improvement in the current year with the stabilization in the business sentiments. The Company thrust is on trading and investment in commodities, forex and derivative products. This will be supplemented through more research and qualitative techniques for decision making. The company is continuing with task to build businesses with long term goals through intrinsic strength in corporate and investment research. To accelerate further value creation, your company continues to work on new fields through collaboration, association and strategic investments. DIVIDEND In view of net loss incurred by the Company, your directors do not recommend any dividend for the Financial Year ended 31" March, 2015. SHARE CAPITAL The paid up Equity Share Capital of the Company as in 31" March 2015 was Rs. 491,484,980. There has been no change in the Equity Share Capital of the Company during the Year. DEPOSITS The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013 during the year under review. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013 The Company has not granted any loans, secured or unsecured, guarantee to companies, firm or other parties covered under section 186. Particulars of Investments has been disclosed in financial statement of the Company. DIRECTORSAND KEY MANAGERIAL PERSONNEL Mr. Ashok Sawhney and Mr. Avinash Chandra Sharma, Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. The Board recommends their reappointments at the ensuing Annual General Meeting of the Company. During the year, Mr. Ashok Kumar and Mr. Vikas Jain have been appointed as Chief Financial Officer and DGM Corporate Affairs and Company Secretary, respectively with effect from 19/07/2014. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS The Board of Directors of the Company met 5 (Five) times in the FY2014-15. The details pertaining to the Board Meetings and attendance are provided in the Corporate Governance Report. The intervening gap between two Board Meetings was within the period brscribed under Companies Act, 2013. DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED U/S 134 (5) OF THE COMPANY ACT, 2013 Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed: a. that in the brparation of the Annual Accounts, the applicable accounting standards have been followed; b. that the Directors 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 as at March 31, 2015 and of Profit and Loss Account of the Company for that period; c. that the Directors have 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 brventing and detecting fraud and other irregularities; d. that the Directors have brpared the Annual Accounts for the Financial Year ended March 31,2015 on a going concern basis; e. that the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and f. that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. DECLARATION BY INDEPENDENT DIRECTORS The company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement. BOARD EVALUATION In terms of the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the evaluation of its own performance, the Directors individually including the Chairman of the Board and that of its Committees. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and Non-independent Directors were carried out by Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees. The process of evaluation is explained in the Corporate Governance Report. COMMITTES OF BOARD Currently, the Board has three committees: the audit committee, stakeholders' grievance committee and nomination and remuneration committee. The details of the committee's along with the meetings held during the year are covered in corporate governance report. AUDITORS & AUDITORS OBSERVATIONS Statutory Auditors The Shareholders of the Company at the Annual General Meeting held on September 24, 2014 have appointed M/s. S.Kapoor & Associates, Chartered Accountants as Statutory Auditors of the Company. The term of M/s. S.Kapoor & Associates, Chartered Accountants, Statutory Auditors will expire on the date of 26th Annual General Meeting to be held on September 28,2015. It is proposed to re-appoint them as Statutory Auditors of the Company till the conclusion of next Annual General Meeting of the Company. The members are requested to consider their re-appointment and authorize the Board of Directors to fix their remuneration. M/s. S.Kapoor & Associates, Chartered Accountants (Firm Regn. No.003528M) have confirmed that their appointment, if made, shall be in accordance with the provisions of Section 139 of the Companies Act, 2013. The Auditors report to the shareholders are self-explanatory and does not contain any qualification, reservation or adverse remarks. The report given by the statutory auditor's forms part of the Annual report. Secretarial Auditor Anchal Mittal of AM & Associates., Practicing Company Secretary, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules made there under. The Secretarial Audit report for FY. 2014- 15 in form MR-3 part of the Annual Report as Annexure 1 of the Board's Report. The report does not contain any qualification. EXTRACTS OFANNUALRETURN The Extracts of Annual Return is brpared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure - 2 to this Report. INTERNAL CONTROL SYSTEMS ANDADEQUACY The board has adopted the policies and procedures for ensuring the orderly and efficient conduct of the business, including adherence to the company's policies, the safeguarding of its assets, the brvention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely brparation of reliable financial disclosures. SUBSIDIARY COMPANY The Company does not have any subsidiary Company PARTICULARS OF EMPLOYEES During the year under review, none of employees are covered under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. LISTING OF COMPANY'S SHARES ON STOCK EXCHANGES The Company's shares are listed on "The Bombay Stock Exchange Limited". The listing fee up to the year 2015-2016 has already been paid to the Stock Exchange. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO Your Company is not involved in any manufacturing or processing activities and did not carry out any activity relating to Research & Development, Technology Absorption during the year under review. Hence particulars in this regard in accordance with provisions of the Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not required. There are no foreign exchange earnings or outgo during the current financial period. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS During the year, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. RELATED PARTYTRANSACTIONS During the year ended March 31, 2015, there were no materially significant related party transactions, which had potential conflict with the interests of the Company at large. The transactions with related parties has been disclosed in the financial statements of the Company. In terms of Clause 49 of the listing agreement, the Board of Directors of the Company have adopted a policy to determine Related Party Transactions. VIGIL MACHANISM / WHISTLE BLOWER POLICY The Board of Directors have adopted Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy. A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the audit committee in exceptional cases. RISK MANAGEMENT POLICY The Company has developed and implemented a risk management framework for identification therein of elements of risk, which in the opinion of the Board may threaten the existence of the Company. CODEOFCONDUCT The Company has a well defined policy, which lays down procedures to be followed by the employees for ethical professional conduct. The code of conduct has been laid down for all the Board Members and Senior Management of the Company. The Board members and Senior Management personnel have affirmed compliance with the Company's code of conduct for the year 2014-15. This code has been displayed on the Company's website. HUMAN RESOURCE AND INDUSTRYRELATIONS The Company recognizes the importance and contribution of its human resources for its growth and development and is committed to the development of its people. The Company has cordial relations with employees and staff. There are no industry relation problems during the year and company does not anticipate any material problems on this count in the current year. CORPORATE GOVERNANCE Corporate Governance is an ethically driven business process that is committed to value aimed at enhancing an organization's brand and reputation. This is ensured by ethical business decisions and conduction business with a firm commitment to value, while meeting stakeholders' expectations. At Network, it is imperative that our company's affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders. In terms of the listing agreement with Stock Exchange, we comply with the corporate governance provisions. As a listed company, necessary measures have been taken to comply with the listing agreements with the stock exchange. Several aspects of the Act, such as vigil mechanism and code of conduct, have been incorporated into our policies. The annexed report on Corporate Governance along with a certificate of compliance from the practicing Company Secretary forms part of this report. ACKNOWLEDGEMENT Your Directors acknowledge the support of the shareholders and also wish to place on record their apbrciation of employees for their commendable efforts, teamwork and professionalism. The Directors also exbrss their grateful thanks to the Banks, Government Authorities, Customers, Suppliers, Employees and other Business Associates for their continued cooperation and patronage. For and on behalf of the Board of Directors ASHOK SAWHNEY Chairman AMAN SAWHNEY Manager/Director Place: New Delhi Date :13thAugust 2015 |