Your Directors' have pleasure in presenting their 28thAnnual Report alongwith the Audited Financial Statements for the financial year ended March 31st2019.
The financial performance of the Company for the year ended March 31st 2019is summarized below:
| || ||(in Rs.) |
|Particulars ||Financial Year 2018-19 ||Financial Year 2017-18 |
|Gross Profit (+) Loss (-) After Interest But Before Depreciation ||9866202 ||5180511 |
|& Taxation || || |
|Depreciation ||48908 ||27893 |
|Profit Before Income Tax After Depreciation ||9817294 ||5152618 |
|Short Provision of Earlier Years ||(67054) ||(830438) |
|Current Tax ||3200000 ||1467000 |
|Deferred Tax ||(1569) ||5087 |
|Net Profit after Tax ||6685916 ||4510969 |
Your Company has earned a Net Profit of Rs. 6685916/- for the year under review asagainst a Net Profit of Rs. 4510969/- for the previous financial year.
Your Company has not accepted any deposits during the year under review.
Dividend & Reserves
The Directors did not recommend any dividend for the Financial Year ended 31stMarch 2019.
During the year under review no transfers were made to General Reserves except Profitfor year. However Rs.1337183/- transferred to Special Reserve Account and Rs. 104958/-transferred to Provisions towards Standard Assets as per NBFC Regulations.
Transfer of Unclaimed Dividend to Investor Education and Protection Fund
Your Company was not required to transfer any amount to Investor Education andProtection Fund.
Change in the Nature of Business
During the year under review there was no change in the nature of the business of theCompany.
Internal Financial Control
Your Company has in place adequate internal financial control and risk mitigationsystem which are constantly assessed and strengthened. The Internal Auditor periodicallyreviews the effectiveness of the Internal Financial control. Further same is reviewed bythe Audit committee.
Subsidiary/Joint Ventures and Associates
Your Company has no joint ventures subsidiaries associates.
Your Company has always considered its workforce as its valuable asset and continues toinvest in their excellence and development programs. The Company has taken severalinitiatives for enhancing employee engagement and satisfaction.
M/s. J K Shah & Co. Chartered Accountants (FRN: 109606W) who are the StatutoryAuditor of the Company; hold the office until the conclusion of the ensuing Annual GeneralMeeting.
Your Board based on the recommendations of the Audit Committee recommended theappointment of M/s JK Shah & Co. (FRN: 109606W) as Statutory Auditors of the Companyfor 5 consecutive years to hold office till the conclusion of 33rd AnnualGeneral Meeting of the Company. Your Company has received the Certificate under Section139(1) of the Companies Act 2013 read with Companies (Audit and Auditors) Rules 2014from the Auditor.
Statutory Auditors' Report
The Statements made by the Auditors in their report are self-explanatory and doesn'trequire any comments by the Board of Directors. The Report does not contain anyqualification reservation or adverse remarks.
Cost Auditors' Report
In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules2014 and any amendment thereto Cost Audit is not applicable to the Company.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules madethere under the Company has appointed M/s. Kushla Rawat & Associates CompanySecretary in Practice (C.P. No 12566) to undertake the Secretarial Audit of the Companyfor the F.Y. 2018-2019.
The Secretarial Audit Report is included as "Annexure B" and forms anintegral part of this report. The observation contained in the audit report is selfexplanatory and does not call for any further comments.
During the Financial Year 2018-2019 your Company has increased its Authorised ShareCapital from Rs. 11000000/- (Rupees Eleven Lakhs only) divided into 1100000 equityshares of face value of Rs. 10/- each to Rs. 12000000/- (Rupees One Crore Twenty Lakhsonly) divided into 1200000 equity shares of face value of Rs. 10/- each.
During the year under review your Company has not issued:
A) Equity Shares with Differential Rights
B) Sweat Equity Shares
C) Employee Stock Options
Extract of Annual Return
The details forming the part of the extract of the Annual Return in Form MGT 9 asrequired under Section 92 of the Companies Act 2013 is included in this Report as "Annexure A" and forms an integral part of this Report. It is also available on thewebsite of the Company www.anupamfinserv.com.
Conservation of Energy and Technology Absorption
The information relating to conservation of energy and technology absorption by theCompanies:
(A) Conservation of Energy
i. The steps taken or impact on conservation of energy: As the Company is not engagedin any manufacturing activity the conservation of energy is relatively low. ii. the stepstaken by the company for utilizing alternates source of energy: NIL iii. the CapitalInvestment on energy conservation equipment's: NIL
(B) Technology Absorption i. the efforts made towards technology absorption: NILii. the benefits derived like product improvement cost reduction product development orimport substitution: NIL
iii. in case of imported technology (imported during last three years reckoned frombeginning of financial year)
(a) Details of technology imported: NIL
(b) Year of Import: NIL
(c) Whether technology has been fully absorbed: NIL
(d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof: NIL
iv. The expenditure incurred on Research and Development: NIL
Foreign Exchange Earning and Outgo
During the year under review there were no earnings in foreign exchange and there wasno foreign exchange out go.
Corporate Social Responsibility
The provisions of the Companies Act 2013 relating to CSR expenditure are notapplicable to the Company.
Directors and Key Managerial Personnel
A) Changes in Directors
Mr. Siddharth Gala (DIN 08128110) was appointed as Additional Director on 17-07-2018.He was appointed as Executive Director in 27th AGM held on 27-09-2018.
B) Changes in Key Managerial Personnel
During the year under review there has been no change in the KMP of the Company.
C) Declaration by Independent Directors:
The Company has received necessary declaration from the Independent Directors underSection 149(7) of the Companies Act 2013 that they meet the criteria for Independence aslaid down under Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
D) Board Evaluation :
Pursuant to the provisions of the Companies Act 2013 for the purpose of evaluatingthe performance of the Board as a whole a structured questionnaire was prepared coveringvarious aspects of the Board's functioning composition of the Board and its committeeexecution and performance of specific duties obligations and the same was circulatedamongst the Board of Directors for their feedback. The Board of Directors expressed theirsatisfaction with the evaluation process.
Further in compliance with Regulation 25(4) of SEBI (LODR) Regulations IndependentDirectors also evaluated the performance of Non Independent Directors at a separatemeeting of the Independent Directors.
Number of Meetings of Board of Directors
During the year Board duly met 4 (Four) Times. The details of the number of meetings ofthe Board held during the Financial Year 2018-2019 along with attendance of directorsforms a part of the Corporate Governance Report. The intervening gap between the meetingswas within the period prescribed under the provisions of Section 173 of the Act and SEBI(LODR) Regulations.
The composition of the Audit Committee and the number of Audit Committee meetings heldduring the Financial Year 2018-2019 forms a part of the Corporate Governance Report.
Vigil Mechanism for Directors and Employees
The Company has a Vigil Mechanism policy to report genuine concerns or grievances. Thedetails form a part of the Corporate Governance Report.
Nomination and Remuneration Committee
The company has policies framed for remuneration and appointment of Directors Keymanagerial personnel and senior management of the company. The composition of Committeeand details of policy forms a part of the Corporate Governance Report.
Policy on Director's Appointment and Remuneration
The Board Governance Nomination & Remuneration Committee has framed a policy forselection and appointment of Directors including determining qualifications andindependence of a Director Key Managerial Personnel (KMP) senior management personneland their remuneration as part of its charter and other matters provided under Section178(3) of the Companies Act 2013. Pursuant to Section 134(3) of the Companies Act 2013the nomination and remuneration policy of the Company which lays down the criteria fordetermining qualifications competencies positive attributes and independence forappointment of Directors and policies of the Company relating to remuneration ofDirectors KMP and other employees is available on the Company's websitewww.anupamfinserv.com. We affirm that the remuneration paid to Directors is in accordancewith the remuneration policy of the Company.
Particulars of Loans Guarantees or Investments u/s 186 of the Companies Act 2013
The Company has not given any guarantee or security in connection with any loan to anyother body corporate or person in contravention of section 186 of the Companies Act2013.Details of Loans and Investments made by the Company as on 31st March2019 forms the part of Notes to accounts.
Related Party Transaction
The transactions entered into by the Company with Related Parties are at Arm's LengthPrice and in ordinary course of business. Particulars of transactions entered into withrelated party are included as "Annexure C" in form AOC - 2.
As per Regulation 27 of SEBI (Listing Obligations and Disclosures Requirements)Regulation 2015 a separate section on corporate governance practices followed by theCompany together with a certificate from the Company's Statutory Auditor's confirmingcompliances forms an integral part of this Report.
The Equity Shares of the Company are listed on the nationwide trading terminals of BSELtd.
Risk Management Policy
The Company has a robust Risk Management framework to identify evaluate business risksand opportunities. The framework helps in identifying risks exposure and potential impactanalysis for the Company level. The details form a part of the Corporate GovernanceReport.
Remuneration of Directors Key Managerial Personnel and Particulars of Employees
The information required to be disclosed in the Board's Report pursuant to Section 197of the Act read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is attached to this report as Annexure D.
Directors' Responsibility Statement
To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statements in terms of Section134(3)(c) read with Section 134(5) of the Companies Act 2013:
1. That in preparation of the Annual Accounts for the year ended 31st March2019 the applicable accounting standards have been followed along with the properexplanation relating to material departures if any;
2. That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2019 andof the profit of the company for the year ended on that date;
3. That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities.
4. That the Directors have prepared the annual accounts on a going concern basis.
5. That the directors had laid down Internal Financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;
6. That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2)(e) of SEBI (LODR) Regulations is attached with this report.
Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013
The Company is in compliance with the regulations of the Act. The Company has a Policyin place for the same. No case was filed under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
Statements in the Board's Report and the Management Discussion & Analysisdescribing the Company's objectives expectations or forecasts maybe forward lookingwithin the meaning of applicable laws and regulations. Actual results may differmaterially from those expressed in the statements.
Your Directors confirm that no disclosure or reporting is required in respect of thefollowing items as there was no transaction on these items during the year under review:
1. The Executive and Whole Time Directors of the Company have not received anyremuneration or commission from the Company.
2. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
3. The Company is in regular compliance of the applicable provisions of SecretarialStandards issued by the Institute of Company Secretaries of India.
4. In terms of Corporate Insolvency Resolution Process under the Insolvency andBankruptcy Code 2016 (IBC) no application is filed for corporate insolvency resolutionprocess by a financial or operational creditor or by the company itself under the IBCbefore the NCLT hence no disclosures regarding the same required by the Board.
5. The company has not failed to complete or implement any corporate action within thespecified time limit hence no disclosures regarding the same required by the Board.
The Board of Directors of the Company acknowledges the continued the support andco-operation extended by the Statutory Authorities Government Authorities Bankers StockExchange Stake holders and employees of the Company.
By Order of the Board of Directors
For ANUPAM FINSERV LIMITED
Mumbai 29th May 2019