| The directors are pleased to present this 21st Annual Report of the
Company along with the audited financial statements for the financial
year ended 31st March, 2015.
Financial Results:
The performance of the Company for the Financial Year ended March 31,
2015 is, summarized as below:
Particulars FY 2014-15 FY 2013-14
Income from Operations 23,223,874.00 10,892,635.00
Other Revenue ---- 7,482.00
Total Revenue 23,223,874.00 10,900,117.00
Employee benefits expense 2,760,635.00 1,990,487.00
Finance costs 1,160,811.46 1,216,532.01
Depreciation and amortization
expense 125,127.00 128,100.00
Other expenses 12,997,287.00 4,809,268.22
Total Expenses 17,043,860.46 8,144,387.23
Profit before Exceptional
Items and Tax 6,180,013.54 2,755,729.77
Exceptional Items ---- ----
Profit Before Tax 6,180,013.54 2,755,729.77
Current Year Tax 2,062,921.00 904,647.00
Deferred Tax (1,038.00) 4,609.00
Profit After Tax 4,118,130.54 1,846,473.77
Profit for the Year 4,118,130.54 1,846,473.77
Balance brought forward 6,917,146.83 5,070,673.06
Balance carried forward 11,035,277.37 6,917,146.83
Gross Income increased from 10,900,117/- in the FY 2013-14 to
23,223,874/- in FY 2014- 15, recording an increase by 12,323,757. The
Profit after Tax also increased to Rs. 4,118,130.54/- in FY 2014-15 as
against Rs. 1,846,473.77/- in the FY 2013-14.
Operations:
The operations of the Company are more elaborated in the annexed
'Management Discussion and Analysis Report' which also forms a part of
Annual Report.
Share Capital:
The Authorized Share Capital of the company was Rs. 100,000,000/- and
the Paid-up Equity Share Capital of the Company as on March 31, 2015,
was Rs. 74,750,000. There was no public issue, rights issue, bonus
issue or preferential issue etc. during the year. The Company has not
issued shares with differential voting rights, sweat equity shares nor
has it granted any stock options. Thus, there was no change in the
Authorized or Paid-up Capital or Subscribed Capital during the
Financial Year 2014-15.
Dividend:
The Company is in the stage of expansion and thus, in order to conserve
the resources of the Company, the Management has not recommended
payment of any dividend on the Equity Shares, for the current FY
2014-15.
Transfer to Reserves:
The Company has not transferred any amount to Reserves in the Financial
Year 2014-15.
Subsidiaries and Associates:
- Subsidiary / Joint Ventures: The Company does not have any Subsidiary
or Joint Ventures.
- Associate Company: The Company holds 24.00% shares in the company
Asian Fintrade Services Pvt. Ltd. Thus Asian Fintrade Services Pvt. Ltd
is an Associate Company as per meaning of Section 2(6) of the Companies
Act, 2013 ("Act"). In terms of Section 129 of the Companies Act, 2013
read with third proviso to Rule 5 of Companies (Accounts) Rules, 2014,
the statement containing the salient feature of the financial statement
of Associate Company in form AOC-1 is enclosed as "Annexure A" which
forms part of this report.
Directors:
- Appointment:
1. Pursuant to the provisions of Section 149 of the Act, which came
into effect from April 1, 2014, Mr. Hitesh Dave, Mr. Mahendra Dave, and
Mrs. Shikha Kapasi were appointed as independent directors at the
annual general meeting of the Company held on September 30th, 2014. The
terms and conditions of appointment of independent directors are as per
Schedule IV of the Act. They have submitted a declaration that each of
them meets the criteria of independence as provided in Section 149(6)
of the Act and there has been no change in the circumstances which may
affect their status as independent director during the year.
2. Mr. Devendrakumar Shah was appointed as a Non-Executive director
and Mr. Muljibhai Chheda as an Executive Director liable to retire by
rotation at the meeting held on 30th September, 2014 in terms of
Section 152 & 160 of the Act.
3. The Company has received notice together with requisite deposit of
Rs. 1 Lac under Section 160 of the Companies Act, 2013, from the
members of the Company proposing the candidature of Mr. Dharmesh Belani
and Mrs. Mamata Shetty as a Non Executive Independent Director for a
term of five years. Their appointment has been proposed in the Annual
General Meeting and a resolution for their appointment forms part of
the notice convening the said Annual General Meeting.
- Re-appointment: In accordance with the provisions of the Companies
Act, 2013, Mr. Muljibhai Chedda and Mr. Nimesh Ganatra, Director of
the Company, being the longest in the office amongst the four directors
liable to retire by rotation, retires from the Board by rotation this
year and, being eligible, has offered their candidature for
re-appointment. Necessary resolution for this purpose is being
proposed in the notice of the ensuing Annual General Meeting for the
approval of the members. None of the Independent Directors are due for
reappointment.
Key Managerial Personnel:
During the year under review, Mr. Anant Palan, Managing Director and
Mr. Rohan Barot, Chief Financial Officer (appointed w.e.f 14th
November, 2014) were designated as Key Managerial Personnel of the
Company pursuant to Section 203 of the Companies Act, 2013.
Declaration by Independent Directors:
The independent directors have submitted the Declaration of
Independence, as required pursuant to section 149 (7) of the Companies
Act, 2013 stating that they meet the criteria of independence as
provided in sub-section (6).
Policy on Directors' Appointment and Remuneration:
The Nomination & Remuneration Committee constituted in accordance with
the Section 178 of Companies Act & Revised Clause 49 of Listing
Agreement formulates the policy for appointment, removal and
remuneration of Directors. The Directors of the Company are appointed
by shareholders at the General Meetings. As regards the appointment and
tenure of Independent Directors, the Company has adopted the provisions
of the Companies Act, 2013 read with Clause 49 of the Listing
Agreement.
The Company's Remuneration Policy for Directors, Key Managerial
Personnel and Senior Management is enclosed as "Annexure B" to this
Report.
Performance Evaluation of the Board:
Pursuant to Clause 49 of the Listing Agreement, the Companies Act,
2013, and Schedule IV of the Companies Act, 2013, the evaluation of the
Board as a whole and all directors was conducted based on identified
criteria and framework.
The performance evaluation of the Chairman, Managing Director and the
Non-Independent Directors was carried out by the Independent Directors
and the performance evaluation of the Independent Directors was carried
out by the entire Board excluding the director being evaluated. The
Board has carried out an annual performance of the directors
individually, as well as the evaluation of the working of its Audit,
Nomination & Remuneration, Stakeholders Relationship & Risk Management
Committees.
Directors' Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act, 2013, the board of
directors, to the best of their knowledge and ability, confirm that:
- In the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures;
- They 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 at the end of the financial year and of the profit of the
Company for that period;
- They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
- They have prepared the annual accounts on a going concern basis;
- They have laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and operating
effectively;
- They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
Board Meetings:
Five meetings of the board were held during the year. Details of the
meetings of the board are included in the Corporate Governance Report,
which forms a part of this report.
Audit Committee:
The Audit Committee comprises of 4 Directors, All the recommendations
made by the Audit Committee were accepted by the Board. Further Details
pertaining to Audit committee are included in the Corporate Governance
Report, which forms part of this report.
Auditors:
- Statutory Auditors: Pursuant to the provisions of Section 139 of the
Act and the rules framed, the Statutory Auditors of the Company, M/s. N
R Gala & Associates were appointed on 29.09.2014 for a term of three
years subject to ratification at every Annual General Meeting.
Necessary resolutions for the ratification by members have been put
across in the notice which forms a part of this report. The auditors'
report for the financial year 2014-15 does not contain any
qualifications, reservations or adverse remarks.
- Secretarial Auditor: Pursuant to Section 204 of the Act and rules
framed therein the Board of Directors had appointed M/s. Mayank Arora &
Co. the Practicing Company Secretary Firm as a Secretarial Auditor on
the recommendation of the Audit committee, to conduct Secretarial Audit
for the financial year 2014-15. Their report of the Secretarial Audit
is given as an "Annexure C" which forms part of this report.
- Internal Auditor: The Board on recommendation of the Audit Committee
had appointed M/s. Tejas Nadkarni & Associates as the Internal
Auditors.
Risk Management
The Board of the Company has formed a risk management committee to
frame, implement and monitor the risk management plan for the Company.
The committee is responsible for reviewing the risk management plan and
ensuring its effectiveness. The broad terms of reference of the
Committee are stated in the Corporate Governance Report. The audit
committee has additional oversight in the area of financial risks and
controls. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing
basis.
Deposits:
The Company did not hold any public deposits at the beginning of the
year nor has it accepted any public deposits during the year under
review.
Particulars of Loans, Guarantees and Investments:
The Company, being a non-banking finance company registered with the
Reserve Bank of India and engaged in the business of giving loans, is
exempt from complying with the prescribed limits as specified under the
provisions of section 186 of the Companies Act, 2013. The details of
investments made are given in Notes to the Financial Statements which
forms a part of this Report.
Particulars of Contracts or Arrangements Made With Related Parties:
None of the transactions with related parties falls under the scope of
Section 188(1) of the Act. Information on transactions with related
parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of
the Companies (Accounts) Rules, 2014 are given in "Annexure D" in Form
AOC-2 and the same forms part of this report.
Conservation of Energy and Technology Absorption:
The Company, being a non-banking finance company (NBFC), does not have
any manufacturing activity. The information required under Section
134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014 with respect to conservation of energy, technology
absorption and foreign exchange earnings/outgo is appended hereto as
"Annexure E" and it forms part of this Report.
Corporate Social Responsibility:
The conditions as prescribed under the section 135 of the Companies
Act, 2013, requiring a Company to constitute a Corporate Social
Responsibility Committee is not applicable to the Company. The Board of
Directors also periodically reviews the applicability of CSR rules to
the Company so as to take necessary steps for constitution of
Committee, if required.
Extract of annual return:
As provided under Section 92(3) of the Act, the extract of annual
return is enclosed as "Annexure F" in the prescribed Form MGT-9, which
forms part of this report.
RBI Guidelines:
The Company is a non-deposit accepting NBFC registered with the Reserve
Bank of India. The Company provided all required information to the RBI
for the financial year under the review. The Company continues to
fulfill all the norms and standards as laid down by the Reserve Bank of
India.
Management Discussion and Analysis:
Pursuant to clause 49 of the Listing Agreement entered into with the
Stock Exchanges, "Management Discussion and Analysis" is given
separately forming part of this Report.
Corporate Governance:
The Company has complied with all the mandatory requirements of
Corporate Governance specified by the Securities & Exchange Board of
India through clause 49 of the Listing Agreement. As required by the
said clause, a separate "Report on Corporate Governance" forms part of
the Annual Report of the Company. A certificate from the Statutory
Auditors of the Company regarding compliance with the conditions of
Corporate Governance also forms part of this Report.
Regulatory Actions:
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and
operations of the Company in future.
Internal Financial Control Systems:
The Company's internal control system is designed to ensure operational
efficiency, protection and conservation of resources, accuracy and
promptness in financial reporting and compliance with laws and
regulations. The internal control system is supported by an internal
audit process for reviewing the adequacy and efficacy of the Company's
internal controls, including its systems and processes and compliance
with regulations and procedures. Internal Audit Reports are discussed
with the Management and are reviewed by the Audit Committee of the
Board which also reviews the adequacy and effectiveness of the internal
controls in the Company.
The Company's internal control system is commensurate with the size,
nature and operations of the Company. The Company has a process in
place to continuously monitor the existing controls and identify gaps,
if any, and implement new or improved controls.
Human Resources:
The Company recognizes people as its most valuable asset and has built
an open, transparent and meritocratic culture to nurture this asset.
Therefore adopts friendly human resource (HR) policies to motivate its
employees and create a congenial work environment. Merit based
recruitment, adequate training facilities, rewards and recognitions are
some of the components of its HR policies. Such policies help in skill
enhancement, knowledge up gradation and employee motivation, which in
turn, contribute to organizational excellence.
Particulars of Employees:
During the year ended March 31, 2015, no employee is drawing
remuneration in excess of the amount prescribed under Section 197 of
the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014.
Sexual Harassment at Workplace:
The Company has formulated a policy for prevention and deterrence of
acts of sexual harassment. The Policy also defines the procedures for
the resolution and settlement of complaints, if any. This policy
ensures implementation and compliance with the requirements under the
law. There were no such complaints received on sexual harassment so
far.
Vigil Mechanism / Whistle Blower Policy:
The Company has formulated a Whistle Blower Policy to provide Vigil
Mechanism for employees including directors of the Company to report
genuine concerns. The provisions of this policy are in line with the
provisions of the Section 177(9) of the Act and the revised Clause 49
of the Listing Agreements with stock exchanges The Policy ensures that
strict confidentiality is maintained whilst dealing with concerns and
also that no discrimination will be meted out to any person for a
genuinely raised concern.
Disclosures:
- There has been no change in the nature of business of the Company
during the year under review.
- There are no material changes and commitments affecting the financial
position of the Company which have occurred between the end of
financial year and the date of this Report.
- There Company did not issue any equity shares with differential
rights as to dividend, voting or otherwise.
- The Managing Director of the Company does not receive any
remuneration or commission from any of its subsidiaries.
Acknowledgement:
Your Directors wish to convey their gratitude and appreciation to all
the employees of the Company for their valuable contribution during the
year through their dedication, hard work and commitment and the trust
and confidence reposed on us. They also wish to place on record their
appreciation of the Company's customers, shareholders, investors,
bankers, agents, suppliers, distributors and other business associates
for their cooperation and support. Your Directors especially appreciate
the continued understanding and confidence of the Members.
For and on behalf of the Board
Sd/-
Place: Mumbai Mahendra Dave
Date: 5th September, 2015. Chairman & Director |