FOR THE FINANCIAL YEAR ENDED 31ST DAY OF MARCH 2019
Your Directors take pleasure in presenting this 27th Annual Report along with AuditedFinancial Statement for the financial year ended 31st March 2019.
1. FINANCIAL RESULTS:
The Company's financial performance for the year under review along with previousyear's figures are given hereunder:
(Amount in lakhs except per share data)
|Particulars ||For the Year ended 31.03.2019 ||For the Year ended 31.03.2018 |
|Net Sales /Income from Business Operations ||77.20 ||66.38 |
|Other Income ||0.34 ||0.41 |
|Total Income ||77.54 ||66.79 |
|Total Expenditure excluding Depreciation and Tax ||21.74 ||48.82 |
|Profit before Depreciation and Tax ||55.80 ||17.97 |
|Depreciation ||0.03 ||0.07 |
|Profit before Tax ||55.77 ||17.90 |
|Provision for Taxation & Deferred Tax ||4.55 ||0.01 |
|Net Profit after Tax ||51.22 ||17.89 |
|Earnings per share (Basic)/ (Diluted) ||1.37 ||0.48 |
During the financial year 31st March 2019 your company has earned a profit of`5121865/- which is `3332623/- more than the previous financial year.
2. BRIEF DESCRIPTION OF THE STATE OF COMPANY'S AFFAIRS:
The Company is a Non-Banking Finance Company and is presently engaged in the businessof Investing and Financing.
In the multi-tier financial system of India importance of NBFCs in the Indianfinancial system cannot be neglected. The Company expects that with a stable and areformed government at the center there will be positive growth and furtherrationalization of capital market which will lead to more investment value creationcapitalization and thus the additional wealth for investors and see better prospects innear future. Also with the growing economy there will be more opportunities for financingwhich will prove beneficial for our company. The Company expects better results in nearfuture in anticipation of the policy reforms combined with the dedication of the highlymotivated team with excellent understanding of the operations along with magnificentcustomer relation skills.
3. ANNUAL RETURN:
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Form MGT-9and is attached to this Report as Annexure-I.
In view of strengthening the financial position of the Company and to enhance thereserve base of the Company your directors are not recommending any dividend during thefinancial year.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:
Since there was no unpaid/unclaimed Dividend declared and paid last year theprovisions of section 125 of the Companies Act 2013 is not applicable to the Company.
6. ISSUES/ALLOTMENT OF SHARE CAPITAL:
During the financial year the Company has not allotted any equity shares.
7. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary Associate and Joint venture Company.
8. CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The code laid down by the Board is known as code of businessconduct which forms an Appendix to the Code. The Code has been posted on theCompany's website www.rfsl.co.in.
9. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year and the date of this report.
10. TRANSFER TO RESERVES:
As per the statutory requirement for NBFC Companies the company has transferred a sumof Rs 1024373/- to RBI Reserve Fund.
11. CORPORATE GOVERNANCE:
Your Company follows the principles of the effective corporate governance practices. Asper the SEBI (Listing Obligation & Disclosure Requirements) Regulations 2015compliance with the provision of Regulation 15 is not mandatory to our Company since itpaid up share Capital does not exceed the threshold limit of Rs. 10 crore and Net worth ofRs. 25 Crore. Hence the Company is not required to address Reports on CorporateGovernance certificate/s or any compliance pertaining thereto.
12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
Your Company is a Non-Banking Financial Company and has complied with the provision ofsection 186 of the Companies Act 2013 to the extent applicable.
13. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES:
Your Company's Board at present comprises of following Six (6) Directors:
|SN ||Name ||Category |
|1 ||Mrs. Rajni Kankaria ||Non-Executive Woman Director |
|2 ||Mr. Rajesh Kumar Kankaria ||Non-Executive Promoter Director |
|3 ||Mr. Jai Narayan Gupta ||Non-Executive Promoter Director |
|4 ||Mr. Subodh Kumar Agrawal ||Independent Director |
|5 ||Mr. Sikhar Chand Choradia ||Independent Director |
|6 ||Mr. Rishabh Kankaria ||Managing Director |
Brief note on Directors seeking appointment / re-appointment / resignation at theensuing AGM:
Mrs. Rajni Kankaria (DIN-00097996) has been appointed as the Non-Executive WomenDirector in the Board Meeting held on 26th November 2018 who shall hold office upto thedate of the ensuing Annual General Meeting. The Company has received a notice in writingfrom a member proposing her candidature for the office of Director. Further the Nominationand Remuneration Committee and Board of Directors of the Company have also recommended theappointment of Mrs. Rajni Kankaria (DIN-00097996) as a Non-Executive Women Director.
Ms. Meenakshi Daga (DIN-06995535) Non Excutive Women Director has resigned from theresponsibility of Directorship of the Company from 26th November 2018
Mr. Abhijit Pugalia (DIN-05172495) Managing Director has resigned from the post ofManaging Director w.e.f. 11th November 2018
Mr. Rishabh Kankaria (DIN-05325575) has been appointed as the new Managing Director ofthe company in the Board Meeting of the Company held on 26th November 2018 on such termsand conditions and such remuneration as recommended by Nomination and RemunerationCommittee and placed and approved in the meeting of the Board.
14. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the year under review Six meetings were held on the following dates:
28th May 2018 30th May 2018 10th August 2018 13th November 2018 26thNovember2018 and 7th February 2019.
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013 details of the Directors participation at the Board Meetings are asunder:
| ||Attendance at the Board Meetings held on |
|Name of Director ||28.05.2018 ||30.05.2018 ||10.08.2018 ||13.11.2018 ||26.11.2018 ||07.02.2019 |
|Mr. R K Kankaria || || || || || || |
|Mr. J N Gupta || || || || || || |
|Mr. Subodh Kumar Agrawal || || || || || || |
|Mr. S C Choradia || || || || || || |
|Mrs. Meenakshi Daga || || || || || || |
|Mr. Abhijit Puglia || || || || || || |
|Mrs. Rajni Kankaria || || || || || || |
|Mr. Rishabh Kankaria || || || || || || |
Mr. S. C. Choradia was the Chairman of all the above Board Meetings.
15. PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act 2013 the Board has carried out theannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Audit Nomination and Remuneration and ComplianceCommittees. A structured questionnaire was prepared after taking into consideration inputsreceived from the Directors covering various aspects of the Board's functioning such asadequacy of the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluations of the IndependentDirectors were carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Secretarial Department. The Directors expressed theirsatisfaction with the evaluation process.
16. COMMITTEES OF THE BOARD :
As per the provisions of Companies Act 2013 the Company has the following fourcommittee's viz. Audit Committee Nomination and Remuneration Committee StakeholdersRelationship Committee and Risk Management Committee.
1. AUDIT COMMITTEE
The Audit Committee of the Company reviews the reports to be submitted with the Boardof Directors with respect of auditing and accounting matters. It also supervises theCompany's financial reporting process reviewing Quarterly Half yearly and Annualfinancial results adequacy of internal control systems internal audit functiondiscussions with the auditors about the scope of audit including the observations of theauditors and discussion with internal auditors on any significant findings and also toinvestigate any activity within its terms of reference and to seek any information itrequires from any employees and to secure the attendance of outsiders with relevantexperience and expertise where considered necessary.
The Audit Committee continued working under Chairmanship of Mr. S.C. Choradia with Mr.R.K. Kankaria and Subodh Kumar Agarwal as co-members.
During the year the sub-committee met on four occasions with full attendance of allthe members' viz. 30th May 2018 10th August 2018 13th November 2018 and 7th February2019
The composition of the Audit Committee as at March 31 2019 is hereunder:
|SN ||Name of the members ||Category ||Designation |
|1 ||R K Kankaria ||Non-Executive Director ||Member |
|2 ||Sikhar Chand Choradia ||Independent Director ||Chairman |
|3 ||Subodh Kumar Agrawal ||Independent Director ||Member |
| || |
Attendance at the Audit Committee held on
|Name of the members ||30.05.2018 ||10.08.2018 ||13.11.2018 ||07.02.2019 |
|R K Kankaria || || || || |
|Sikhar Chand Choradia || || || || |
|Subodh Kumar Agrawal || || || || |
2. NOMINATION & REMUNERATION COMMITTEE
The Company has constituted Nomination and Remuneration Committee and presently thecommittee comprises of 3 (three) Directors out of which 2 are Independent Directors.
The composition of the Nomination & Remuneration Committee as at March 31 2018 anddetails of the Members participation at the Meetings of the Committee are as under:
|Name of Director ||Category || |
Attendance at the Nomination & Remuneration Committee Meetings held on
| || ||28.05.2018 ||26.11.2018 |
|Mr. S C Choradia (Chairman) ||Independent Director || || |
|Mr. Subodh Kumar Agrawal (Member) ||Independent Director || || |
|Mr. R K Kankaria (Member) ||Non-Executive Director || || |
3. STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Board of Directors of the Company has constituted a Committee which functions asStakeholders' Relationship Committee' consisting of three members chaired by Mr.Sikhar Chand Choradia Independent Director.
The Committee inter-alia deals with various matters relating to:
transfer/transmission of shares/debentures and such other securities as may beissued by the Company from time to time; issue of duplicate share certificates forshares/debentures and other securities reported lost defaced or destroyed as per thelaid down procedure;
issue new certificates against subdivision of shares renewal split orconsolidation of share certificate / certificates relating to other securities.
to approve and monitor dematerialization of shares or other securities and allmatters incidental or related thereto;
to authorize the Company Secretary and Head Compliance / other Officers of theShare Department to attend to matters relating to non-receipt of annual reports noticesnon-receipt of declared dividend / interest change of address for correspondence etc. andto monitor action taken; monitoring expeditious redressal of investors / stakeholdersgrievances and all other matters incidental or related to shares debenture
Details of shares transfer/transmission approved by the Committee andShareholders'/Investors' grievances are placed at the Board Meetings from time to time.
The Company has not received any Complaints during the year.
The composition of Stakeholders' Relationship Committee as at March 31 2019 anddetails of the Members participation at the Meetings of the Committee are as under:
| || || |
Attendance at the Stakeholders' Relationship
|Name of Director ||Category ||Committee Meetings held on |
| || ||30.05.2018 ||10.08.2018 ||13.11.2018 ||07.02.2019 |
|Mr. S C Choradia (Chairman) ||Independent Director || || || || |
|Mr. Subodh Kumar Agrawal (Member) ||Independent Director || || || || |
|Mr. J N Gupta (Member) ||Non-Executive Promoter Director || || || || |
Details of Complaints received during the Year 2018-19
|Nature of Complaints / Queries ||No of Complaints / Queries received ||No of Complaints not solved to the satisfaction of Shareholder |
|Transfer of Shares ||Nil ||Nil |
|Non-receipt of Annual Report ||Nil ||Nil |
|Pending Share Transfers ||Nil ||Nil |
The company confirms that there were no share transfers lying pending as on 31.03.2019and all request for dematerialization and re-materialisation of shares as on that datewere confirmed into the NSDL /CDSL system. For any query contact the Company Secretary ofthe Company.
Name Designation & Address of the Compliance Officer
Mr. Soumitra Ghosh
Richfield Financial Services Limited
33 Brabourne Road 5th Floor
Phone No: 033-2242-5812
4. RISK MANAGEMENT COMMITTEE
The Board of Directors of the Company has constituted a Risk ManagementCommittee consisting of Three members all the members of the Committee areNon-Executive Directors.
The objectives and scope of the Risk Management Committee broadly comprises:
Oversight of risk management performed by the executive management;
Reviewing the BRM policy and framework in line with local legal requirements andSEBI guidelines; Reviewing risks and evaluate treatment including initiating mitigationactions and ownership as per a predefined cycle. Defining framework for identificationassessment monitoring mitigation and reporting of risks.
The composition of the Risk Management Committee as at 31st March 2018 anddetails of the Members participation at the Meetings of the Committee are as under:
|Name of the Member ||Category ||Attendance at the Risk Management Committee meeting held on |
|Mr. S C Choradia (Chairman) ||Independent Director Chairman ||28.05.2018 |
|Mr. Subodh Kumar Agrawal (Member) ||Independent Director ||28.05.2018 |
|Mr. J N Gupta (Member) ||Non-Executive Director ||28.05.2018 |
17. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Board has adopted a Whistle Blower Policy for the Company. This policy isformulated to provide opportunity to all the employees to access in good faith to theAudit Committee of the Company in case they observe any unethical and improper practice orbehaviour or wrongful conduct in the Company. Further to prohibit managerial personnelfrom taking any adverse personnel action against such employee.
18. REMUNERATION AND NOMINATION POLICY:
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members.
Mr. Rishabh Kankaria (DIN-05325575) has been appointed as the Managing Director of theCompany on 26.11.2018 pursuant to resignation letter placed by Mr. Abhijit Pugalia(DIN-05172495) Ex-Managing Director of the Company on 11.11.2018.
Mrs. Rajni Kankaria (DIN-00097998) has been appointed as Non-Executive Women Directoron 26.11.2018 pursuant to resignation letter placed by Ms. Meenakshi Daga (DIN-06995535)Ex-Non-Executive Women Director of the Company on 26.11.2018
19. RISK MANAGEMENT POLICY:
The Company has proper mechanism and management policies for the business riskassociated with the Company. It has well diversified portfolio on various blue chipcompanies as evident from the investment details attached here unto in the notes to thefinancial statements.
Your Company has appointed Mrs. Shradha Jhawar Employee of the Company as an InternalAuditor of the Company to conduct quarterly auditing of the Company and further foridentifying the areas of the risk its nature its severity occurrence and other riskdetecting and risk control mechanism.
Therefore the Company has proper mechanism and management policies for the business& financial risk associated with it that can threaten the very existence of theCompany.
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company is abiding by the provisions referred to in sub-section (1) of section 188of the Companies Act 2013 relating to the particulars of every contract or arrangementsentered into by the Company with its related parties. However during the financial year2018-19 there is no material significant related party transaction made by the companywith its Promoters Key Managerial Personnel or other designated persons which have apotential conflict with interest of the company at large.
However details of related party transactions had been stated in Form AOC-2 formingpart of this Report as Annexure-III.
21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE:
During the year under review there are no significant and material orders passed byany regulatory Authority or courts or tribunals that would impact the going concern statusof the Company and its future operation.
22. DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting frauds and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors has laid down internal financial controls to be followed by companyand that such internal financial controls are adequate and were operating effectively; and
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
23. STATUTORY AUDITORS:
M/s. H. R. Agarwal & Associates Chartered Accountants (Firm Registration No.323029E) having their office at 219C Old China Bazar Street 1st Floor Room No. B-6Kolkata-700001 are continued to hold the office of the Auditors of the Company for theremaining periods. The Company has received a certificate from the above Auditors to theeffect that if their appointment has been confirmed it would be in accordance with theprovisions of the Companies Act 2013.
24. SECRETERIAL AUDIT:
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasre-appointed Ms. Richa Shukla Practicing Company Secretary (C.P. No. 15080) to undertakethe Secretarial Audit of the Company. The Secretarial Audit report in Form MR-3 is annexedherewith as Annexure-II and forms an integral part of this Report.
25. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:
The observations of the auditors in their reports are self-explanatory and thereforein the opinion of the Directors do not call for further comments.
There were no qualifications reservations or adverse remarks made by the StatutoryAuditors and the Practicing Company Secretary given in their reports.
26. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Internal control system and actual performance is closely reviewed on quarterly andyearly basis. Its internal control system and procedure are commensurate with the size ofthe operation and are adequate to ensure safeguarding its resources against lossunauthorized use or disposition and also to ensure that all transactions are authorizedrecorded and reported correctly.
27. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Companies (Corporate Social Responsibility Policy) Rule 2014 is not applicable tothe Company. Hence there is no need to develop policy on CSR and take initiative thereon.However your Company respects society value and make endeavor to contribute for thesocietal cause as far as possible.
28. ENVIORNMENT AND SAFETY:
The Company is conscious of the importance of environmentally clean & safeenvironment. Since your company is a non-Banking financial company so the question ofenvironment pollution does not arise.
However the company ensures safety of all concerned compliances environmentalregulations and prevention of natural resources.
As required by the sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013. Your Company has not received any such complaints during theyear under review.
29. HUMAN RESOURCES:
Your Company treats its human resources as one of its most importantassets.
The Company takes pride in the commitment competence and dedication shown by itsemployees in all areas of business.
Your Company is continuously committed to nurturing enhancing retaining anddevelopment of talent on an ongoing basis through superior Learning & OrganizationalDevelopment. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement. Your Company stresses on lesser Employee Turnover and higherEmployee Retention.
30. STATUTORY INFORMATION:
30.1 PARTICULARS OF EMPLOYEE
Pursuant section 197(12) of the Companies Act 2013 and Rule 5(1) to the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 statement ofparticulars of employees are maintained in line with the provision of section 136 of theCompanies Act 2013. Members who are interested in obtaining these particulars may writeto the Company Secretary at the Registered Office of the Company. The aforesaid Annexureis also available for inspection by members at the registered office of the Company 21days before the Annual General Meeting of the Company and up to the date of the ensuingAnnual General Meeting during the business hours on working days.
30.2 THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S
The ratio of the remuneration paid to the Directors and to that of the median employeeof the Company is as under Remuneration paid to Mr. Rishabh Kankaria (Managing Director)is Rs.30000/- p.m Remuneration paid to Mr. Abhijit Pugalia (Managing Director) isRs.20000/- p.m
Remuneration paid to the Median Employee -Rs. 21000/- p.m.
The ratio between them is 1:0.42
There is no such employee in the Company Drawing Remuneration which in the aggregateexceeds Rs. 10200000/- employed throughout the financial year or Rs. 850000/- or moreper month employed during the part of the financial year 2018-19. The Company has 3permanent employees.
None of the employees of the Company is a relative of any Director of the Company.Further none of the Employees hold (by himself or along with his spouse and dependentchildren) more than two percent of the equity shares of the Company.
31. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING ANDOUTGO
The provisions of Section 134 (3)(m) of the Companies Act 2013 regarding conservationof energy and technology absorption are not applicable.
Further there were no foreign exchange inflow or outgo during the period under review.
32. PUBLIC DEPOSIT
The Company does not have any deposit within the meaning of Section 73 of the CompaniesAct 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
33. PRESERVATION OF DOCUMENTS
All the documents as required under the Act has been properly kept at the registeredoffice of the Company.
34. LISTING WITH STOCK EXCHANGE
The Company confirms that it has not defaulted in paying the Annual Listing Fees forthe financial year 2018-19 to the Bombay Stock Exchange Limited (BSE) and the CalcuttaStock Exchange Limited (CSE) where the shares of the Company are listed.
The Directors would like to thank clients shareholders vendors government agenciesbankers & all other business associates for their continued support during the year.We place on record our appreciation for the contributions made by the employees at alllevels.
|Address for Correspondence: ||For and on Behalf of the Board of Directors |
|REGISTERED OFFICE ||M/s Richfield Financial Services Limited |
|33 Brabourne Road 5th Floor || || |
|Kolkata: 700-001 || || |
|Email: firstname.lastname@example.org ||Rishabh Kankaria ||R K Kanakria |
|Website: www.rfsl.co.in ||Managing Director ||Director |
|Telephone No.: (033) 2242-5812 ||DIN: 05325575 ||DIN: 00097236 |
|Place: Kolkata ||Siddharth Banthia ||Soumitra Ghosh |
|Date: 30.05.2019 ||Chief financial Officer ||Company Secretary |