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AD Manum Finance Ltd.

BSE: 511359 Sector: Financials
NSE: N.A. ISIN Code: INE556D01017
BSE LIVE 15:52 | 30 Nov 25.65 -1.35
(-5.00%)
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NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 25.65
PREVIOUS CLOSE 27.00
VOLUME 497
52-Week high 32.35
52-Week low 23.95
P/E 32.06
Mkt Cap.(Rs cr) 19.24
Buy Price 25.65
Buy Qty 3.00
Sell Price 0.00
Sell Qty 0.00
OPEN 25.65
CLOSE 27.00
VOLUME 497
52-Week high 32.35
52-Week low 23.95
P/E 32.06
Mkt Cap.(Rs cr) 19.24
Buy Price 25.65
Buy Qty 3.00
Sell Price 0.00
Sell Qty 0.00

AD Manum Finance Ltd. (ADMANUMFINANCE) - Director Report

Company director report

Dear Members

Your Directors are Pleased to present the 29th Annual Report and theCompany's Audited financial statement for the Financial Year ended March 31st2015.

1. FINANCIAL RESULTS

The Company’s Financial Performance for the year ended March 31st 2015is summarized below:

(Amount in Rs.)

PARTICULARS 2014-15 2013-14
Profit before Depreciation Interest & other adjustments 92545734 180192986
Less : Finance Cost 70705115 86122646
: Depreciation 3799817 12147764
Profit Before Tax 18040802 81922576
Less : Provision for current Income Tax 8000000 28936312
: Deferred Tax Provision Written Back (3702469) (8178072)
: Income Tax excess provision Written Back (8157572) (958528)
: Provision for NPA 12207257 11123513
: Provision for Diminution in Securities 0 0
Profit for the year 9693586 50999351
Add : Balance of Profit B/F From Previous Year 61428339 49345546
Amount available for appropriation 71121925 100344897
APPROPRIATIONS :
Proposed dividend @10% 7500000 7500000
Corporate Tax on proposed dividend 1526820 1216688
Transfer to NBFC Reserve 1938717 10199870
Transfer to General Reserve 0 20000000
Balance carried to Balance Sheet 60156388 61428339
TOTAL 71121925 100344897

2. PERFORMANCE

During the year due to subdued economy and lower repayment strength of the borrowersand slow off take of the second hand commercial vehicle segment the recovery process ofthe company resulted into considerable NPA. The management therefore taking precautionsfor further disbursement of new loans and therefore the performance of the company becamerelatively poor both in terms of volume of business and profits. Once the economy improvesand the credit cycle of the segment shows improved results then the company shall againendeavor to undertake the size of operations into full scale.

3. DIVIDEND

The Board of Directors of the Company recommends payment of dividend @ Rs. 1/- forequity shares of Rs. 10/- each (10%) for the year 2014-15 previous year @ Rs. 1/- forequity shares of Rs. 10/- each (10%).

4. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION & PROTECTION FUNDS (IEPF)

Pursuant to the provisions of section 205A(5) and section 205C of the companies Act1956 (which are still applicable as the relevant section' s under the Companies Act 2013are yet to be notified) the amounts pertaining to the dividends that remained unclaimedand unpaid for a period of seven years from the date it became first due for payment havebeen transferred from time to time to IEPF on the due dates by the company and no claimsin this respect shall lie against the company. The dividend remains unpaid-unclaimed inthe Company has been given in the Corporate Governance Report attached with the annualreport of the Company.

5. TRANSFER OF AMOUNT TO THE RESERVES

The Company has transferred Rs 1938717/- to the NBFC Reserves as per requirement ofthe Directions of the RBI to the NBFC Companies {Previous year Rs. 10199870/-) exceptthat no amount has been transferred or withdrawn from the reserves by the Company.

6. CREDIT RATING

The company's borrowings enjoy BBBVstable credit ratings from CRISH. The rating hasbeen revised from BBB (Stable) in the previous year.

7. NON PERFORMING ASSETS AND PROVISIONS

The company is ascertained Non Performing Assets under Non Banking Financial (Nondeposit accepting or holding) Company's Prudential norms (Reserve Bank) Directions 2007as amended from time to time and made adequate provisions against. The company did notrecognize interest income on such Non Performing Assets. The Company has disc written offunrecoverable amountas bad debts.

8. ASSOC1ATES/5UB5IDIARIES/JOINT VENTURE COMPANIES

The company does not have any subsidiary and joint venture company. The company alsodoes not have any associate within the meaning of Section 2(6) of the Companies Act 2013either at the beginning or end of the financial year. However the Company is an associateof foreign Company namely Agarwal Coal Corporation(s) Pte. Ltd. (Singapore) which hold36.93% shares inthe Company.

9. DISCLOSURE U/S 134(3)

Pursuant to the provisions of sec 134 (3) read with companies (Accounts) rules 2014The required information's & disclosures to the extent applicable to the company arediscussed elsewhere in this report and their relevant information's are as under:-

9.1. The extracts of Annual Return in the Form MGT-9 as per Annexure - A.

9.2 Policy of company for the appointment of Directors and their remuneration asper Annexure-B.

9.3 The particulars of related party contracts are enclosed herewith in form AOC-2as per Annexure -C.

9.4 The ratio of the remuneration of each director to the median employee'sremuneration and other details in terms of subsection 12 of Section 197 of the CompaniesAct 2013 read with Rule 5(1} of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this report and is annexed as per Annexure- D.

There is no employee drawing remuneration of Rs. 500000/- per month or Rs. 6000000/-per year therefore the particulars of employees as required U/s 197(12) of the CompaniesAct 2013 read with Rule 5(2} and Rule 5(3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are not applicable to the Company.

10. RISK MANAGEMENT COMMITTEE

The company has constituted risk management committee and the policy is disclosed onthe website of the company. (www.admanumfinance.com).

11. DISCLOSURE OF CODES STATNDARDS. POLICIES AND COMPLIANCES THEREUNDER

a) Know Your Customer and Anti money laundering measure policy.

Your company has a board approved Know Your Customer and Anti Money Laundering measurepolicy (KYC and AML Policy) in place and adheres to the said policy. The said policy is inline with the RBI Guidelines. Company has also adheres to the compliance requirement interms of the said policy including the monitoring and reporting of cash and suspicioustransactions. There are however no cash transactions of the value or more thanRs.1000000/- or any suspicious transactions whether or not made in cash noticed by thecompany in terms of the said policy.

b) Fair Practice Code

Your company has in place a Fair Practice Code (FPC) as per RBI Regulations whichincludes guidelines from appropriate staff conduct when dealing with the customers and onthe organizations policies vis-a-vis client protection. Your company and its employeesduly complied with the provisions of FPC.

c) Code of Conduct for Board of Directors and the Senior Management Personnel

Your company has adopted a code of conduct as required under clause 49 of the ListingAgreement for its BOD and the senior management personnel. The code requires the directorsand employees of the company to act honestly ethically and with integrity and in aprofessional and respectful manner. A certificate of the Management is attached with theReport in the Corporate Governance section.

d) Code for Prohibition of Insider Trading Practices

Your company has in place a code for prevention of insider trading practices inaccordance with the model code of conduct as prescribed under SEBI ( prohibition ofinsider trading) regulations 1992 as amended and has duly complied with the provisionsof the said code.The BOD at its meeting held on 31/01/2015 adopted (i) AMFL code ofpractices and procedures for fair disclosure of unpublished price sensitive informationand (ii) AMFL code of conduct for prohibition of insider trading as per SEBI (Prohibitionof Insider Trading) Regulations 2015 which shall become effective from 15/05/2015.

e) Whistle blower policy

Pursuant to the provisions of section 177(9) and (10) of the Companies Act 2013 readwith rule 7 of Companies (Meeting of Boards and its powers) Rules 2014 and clause 49 ofthe listing agreement the company and adopted a whistle blower policy which provides fora vigil mechanism that encourages and supports its directors and employees to reportinstances of unethical behavior actual or suspected fraud or violation of the company'code of conduct policy. It also provides for adequate safeguards against victimization ofpersons who use this mechanism and direct access to the chairman of audit committee inexceptional cases. Policy of the whistle blower of the Company has been given at thewebsite of the Company at www.admanumfinance.com and attached the same as Annexure H tothis report.

f) Prevention Prohibition and Redressal of Sexual Harassment of women at work place

The company has in place a policy on prevention prohibition and redressal of sexualharassment of women at workplace. The primary objective of the said policy is to protectthe women employees from sexual harassment at the place of work and also provides forpunishment in case of false and malicious representations. No compliant however isreceived by the company underthe said policy in FY 2014-15.

g) Nomination Remuneration and Evaluation policy (NRE Policy)

The Board has on the recommendation of the nomination and remuneration committeeframed a nomination remuneration and evaluation policy which lays down the criteria foridentifying the persons who are qualified to be appointed as directors and or seniormanagement personnel of the company along with the criteria for determination ofremuneration of directors KMP's and other employees and their evaluation and includesother matters as prescribed under the provisions of section 178 of Companies Act 2013and clause 49 of the Listing Agreement. Policy of the Company has been given at thewebsite of the Company at www.admanumfinance.com and attached the same as Annexure B tothis report. The details of thesamearealso covered in Corporate Governance Report formingpart of this annual report.

h) Related Party Transactions Policy

There were no materially significant related party transactions held during the FY2014-15 that may have potential conflict with the interest of company at large.Transactions entered with related parties as defined under the Companies Act 2013 andClause 49 of the listing Agreement during the financial year were mainly in the ordinarycourse of business and on an arms length basis. The related party transaction policy asformulated by the company defines the materiality of related party and lays down theprocedures of dealing with related party transactions. The details of the same are postedon our web-site (www.admanumfinance.com)

i) Corporate Social Responsibility Policy

Company has framed Corporate Social Responsibility (CSR Policy) as per the provisionsof Companies (CSR Policy) Rules 2015 which inter alia lays down the guidelines andmechanism directly or indirectly through eligible trust or institutions for undertakingsocially useful projects for welfare of the society. As per the provisions of section 135of Companies Act 2013 the company has constituted a Corporate Social ResponsibilityCommittee. The composition of the CSR Committee and its terms of reference are given inthe Corporate Governance Report forming part of this annual report. The Company has underan obligation to spend an amount of Rs. 1842174 being the 2% of Average net profit ofpreceding three financial years and the company has discharged the said obligation as perthe CSR policy of the company. The details of CSR activities are annexed as per Annexure-Eto this report. And the CSR Policy of the Company are posted on our web-site(www.admanumfinance.com).

12 LISTING OF SHARES OFTHE COMPANY

The equity shares of the company continue to remain listed on BSE limited(code:511359}. The company has paid the due listing fees to BSE Limited forthe financialyear 2015-16 on time.

13. BRANCH NETWORK

Your company has established an integrated branch network to spread the financialoperations at different states and locations. At present the company has 24 branches as at31/03/2015.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of your company consists of 6 directors. During the year ShriVinod Kumar Agarwal (DIN 00136613) the Managing Director of the company due to hispre-occupation has vacated the office as such and has become the Non-Executive Director& Chairman of the company w.e.f. 16/08/2014. Mr. J.N Chcudhury (DIN 00136766)continued to hold the office as Director-in-Charge & CEO. Mrs. Dolly Choudhury (DIN06935952) appointed as whole time director w.e.f. 31/07/2014.

CA Aseem Trivedi CA Vishnu Gupta and Mr. D.P Kori are the Independent Directors of theCompany for a term of 5 years w.e.f. I5' April 2014. All independent directorshave given declaration that they meet the criteria of independence as laid down undersection 149(6) of the companies Act 2013 and clause 49 of the Listing Agreement and formspart of this report. In the opinion of the Board they fulfill the criteria onIndependency.

In accordance with the provisions of Section 152 of the companies Act 2013 read withrelevant provisions of Articles of Association of the company there are none of anydirectors is liable to retire by rotation.

The brief resume of directors proposed to be appointed/ reappointed nature of theirexpertise in specific functional areas and names of the companies in which they holddirectorship along with their membership/chairmanship of committees of the board asstipulated under Clause 49 of Listing Agreement of stock exchanges or provided in theCorporate Governance section along withthe Annual Report.

Based on the confirmations received none of the directors are disqualified from beingappointed reappointed as directors in terms of section 164 of the Companies Act 2013.

CS Mohd. Raees Sheikh a whole time Company Secretary and Mr. Vikas Gupta ChiefFinancial Officer of the company are designated as key managerial personnel of the companyw.e.f. l" April 2014 as per the provisions of section 203 of the Companies Act2013.

15. PERFORMANCE EVALUATION

Pursuant to the provision of Companies Act 2013 and clause 49 of the Listingagreement the performance of the Board its committee's and individual directors areevaluated by number of meetings held time spent in each meeting deliberating the issuesquality of information/data provided to the members the time given to them to study thedetails before each meeting quality of deliberation in each meeting contribution of eachdirectors the details of decisions taken and measures adopted in implementing thedecision and feedback to the board.

16. BOARD MEETINGS

During the FY 2014-15 the Board of directors has passed resolutions by circulation on07-04-2014 and six Board meetings were convened and held. The intervening gap between themeetings was within the period prescribed under the Companies Act 2013 and the ListingAgreement. The details of the Board meetings held during the year along with theattendance of the respective directors there at are set out in the Corporate GovernanceReport forming part of this annual report.

17. SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATOR OR COURTORTRIBUNALS

There were no significant/material orders passed by any regulator or court or tribunalwhich would impact the going concern statusof the company and its future operations.

18. INTE R N AL AUDIT AND INTERN AL FI NAN Cl AL CONTROL SYSTEM

The company has appointed an independent firm of Chartered Accountants for conductingthe audit as per the internal audit standards and regulations. The internal auditorreports to the audit committee of the board. The audit function maintains its independenceand objectivity while carrying out assignments. It evaluates on a continuous basis theadequacy and effectiveness of internal control mechanism with interaction of KMP andfunctional staff.

The company has taken stringent measures to control the quality of disbursement of loanand its recovery to prevent fraud. The company has also taken steps to check theperformance of the functional employees of the company at branch level.

19. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of section 204 of the Companies Act 2013 and the companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the BOD of the companyhad appointed M/s D.K. Jain & Co. Practicing Company Secretaries Indore to undertakethe secretarial audit of the company for the FY 2014-15. The secretarial audit report forthe FY ended March 31st 2015 is annexed as Annexure- F to this report.The said report does not contain any material qualification reservation or adverseremark except the delay caused in the filing of some documents which were already filedwith the adequate additional filingfeeand has been approved by the RoC/MCA therefore donot callsforany further comment.

20. AUDITOR AND AUDITORS REPORT

At the 28'" Annual General Meeting held on 25"' September 2014 the membershad appointed M/s Mahendra Badjatya & Co (ICAI Firm Registration Number 001457C)Chartered Accountants as statutory auditors of the company by way of ordinary resolutionu/s 139 of the Companies Act 2013 to hold office for a term of 3 years from theconclusion of 28th AGM until the conclusion of the 31st AGM of thecompany subject to ratification of appointment by the members of the company at every AGMas per the provisions of the Companies Act 2013.

Based on the recommendation of the audit committee the BOD at their meeting held on29/05/2015 recommended the ratification of appointment of M/s Mahendra Badjatya & CoChartered Accountants as statutory auditors of the company and that the necessaryresolution in this respect is being included in the notice of the 29 AGM for the approvalof the members of the company. The company has received consent from statutory auditorsand confirmation to the effect that they are not disqualified to be appointed as statutoryauditors of the company in terms of the provisions of the Companies Act 2013 and rulesframed thereunder. The Notes to the Accounts referred to in Auditors Report are selfexplanatory and does not call for any further comment.

21. DIRECTORS RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013:

a) In the preparation of the annual accounts for the year ended March 31st2015 the applicable accounting standards read with requirements set out under ScheduleIII to the Act have been followedand there is no material departures from the same;

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 March 31st 2015 and of theprofit and loss of the company for the year ended on that date;

c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act forsafeguarding theassets of the company and for preventinganddetectingfraud and other irregularities;

d) The directors had prepared the annual accounts on a "going concern" basis;

e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; a nd

f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.

22. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the stock exchange the corporategovernance report management discussion and analysis and the auditor's certificateregarding compliance of conditions of corporate governance is enclosed herewith as pe r Annexure- G.

23. DETAILS OF FRAUD

Pursuant to the provisions of section 134(3) and 143(12) of the Companies Act 2013read with Rule 13 of Companies (Audit and Auditors) Rules 2014 the disclosure in respectof fraud detected by the company is as under:-

The company has detected fraud by its employees in collusion with borrowers at certainlocations involving an amount of Rs. 60.21 Lakh in the financial year 2013-14 which amountis increased to Rs. 227.03 Lakh in the financial year 2014-15. The investigations ofpolice & at the end of the Company are in Progress & after the recovered amountthe Company has written off an amount of Rs. 215.79 Lakh as unrecoverable in the books ofAccounts in the current financial year. The matter is reported to the Reserve Banks ofIndia & also to Ministry of Corporate Affairs Government of India New Delhi. TheFraud has been reported to the Central Government in the prescribed form ADT-4.

Further that there is no other fraud as reported by the Auditors to the CentralGovernment which needs to be disclosed as per requirement of the provisions of section134{3){ca) of the Companies Act 2013.

24. ANNUAL EVALUATION

Pursuant to the provisions of the companies Act 2013 and Clause 49 of the listingagreement an Annual Performance evaluation of the Board the directors individually aswell as the evaluation of the working of the board committees including audit committeeand other committees of the board of directors of the company was carried out during theyear and is covered under the corporate governance report forming part of this annualreport.

25. DEPOSITS

The Company is a non-deposit taking category - B NBFC Company. The company does nothave any public deposits within the meaning of Section 73 of the Companies Act 2013.Further that there is no outstanding falls under the category of deposits at the end ofthe financial year.

26. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The company has an adequate internal financial control backed by sufficient qualifiedstaff system software and special software's. The company has also an internal auditsystem by the external agency. Barring collusion and conspiracy of the staff and customersin respect of fraud detected by the company the Board is of the opinion that there is anadequate internal financial control in the company

27. COMMITTEE OF THE BOARD

The company has duly constituted the following committee as per the provisions ofsection 177 of Companies Act 2013 and other provisions of the Companies Act 2013 andClause 49 of the Listing Agreement with the stock exchanges.

(a) Nomination and Remuneration Committee

(b) Audit Committee

(c) Stakeholders' Relationship Committee

(d) RiskManagementCommittee;

(e) CSR Committee;

(f) Internal Committee for Sexual Harassment of Women at the Workplace.

The details of the composition of the audit committee and other committees and theirrespective terms of reference are included in the corporate Governance report forming partof this annual report. The Audit Committee and other Board Committees meet at regularintervals and ensure to perform the duties and functions as entrusted upon them by theboard.

28. DISCLOSURE AS PER TERMS OF PARAGRAPH 9BB OF NON BANKING FINANCIAL COMPANIESPRUDENTIAL NORMS (RESERVE BANK) DIRECTIONS. 1998.

The desired disclosure is enclosed herewith as per attached financial statements.

29. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO.

Particulars under Companies (Disclosure of particulars in the report of Directors)Rules 1988 on conservation of energy and technology absorption are NIL. There wasno foreign exchange earnings and outgoing except the Remittance of Dividend (USDEquivalent 57584.93) is Rs. 2770000/-.

30. ACKNOWLEDGMENT

The Board of Directors places its sincere gratitude for the assistance and co-operationreceived from Banks Customers and Shareholders. The Directors take this opportunity toexpress their sincere appreciation for the dedicated services of the Executives and staffsfor their contribution to the overall performance of the company.

Registered Office: By Order of the Board
Ad-Manum Finance Limited sd/- sd/-
CIN- L52520MP1986PLC003405 (Vinod Kumar Agarwal) (Jayanta Nath Choudhury)
"Agarwal House" Ground Floor Director St Chairman Director-In-Charge St CEO
5 Yeshwant Colony YN Road DIN-00136613 DIN-00136766
INDORE-452003 (M.P.)
Place: Indore
Date: 29-05-2015

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