AD Manum Finance Ltd.
|BSE: 511359||Sector: Financials|
|NSE: N.A.||ISIN Code: INE556D01017|
|BSE LIVE 13:01 | 22 Mar||27.35||
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|Mkt Cap.(Rs cr)||20.51|
|Mkt Cap.(Rs cr)||20.51|
AD Manum Finance Ltd. (ADMANUMFINANCE) - Director Report
Company director report
Dear Members of
Ad-Manum Finance Limited
Your Directors are Pleased to present the 30th Annual Report and theCompany's Audited financial statement for the Financial Year ended March 31st2016.
1. FINANCIAL RESULTS
The Company's Financial Performance for the year ended 31st March 2016 issummarized below:
(Amount in w)
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.
In the absence of Adequate Profit the Board regret their inability to recommendeddividend for the year 2015-2016.
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. 509116/-(Rupees Five Lacs Nine Thousand One HundredSixteen only) to the NBFC Reserves as per requirement of the Directions of the RBI to theNBFC Companies (Previous year Rs. 1938717/-(Rupees Nineteen Lacs Thirty Eight ThousandSeven hundred Seventeen only}) except that no amount has been transferred or withdrawnfrom the reserves by the Company.
6. CREDIT RATING
The company's borrowings enjoy BBB-/ stable credit ratings from CRISIL since 2014-2015.
7. NON PERFORMING ASSETS AND PROVISIONS
The company has ascertained Non Performing Assets under Non Banking Financial (Nondeposit accepting or holding) Company's Prudential norms (Reserve Bank) Directions2007 as amended from time to time and made adequate provisions there against. Thecompany did not recognize interest income on such Non Performing Assets. The Company hasalso written off unrecoverable amount as bad debts.
8. ASSOCIATES/SUBSIDIARIES/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 at the end of the financial year. However the Company is anassociate of foreign Company namely Agarwal Coal Corporation(s) Pte. Ltd. (Singapore)which hold 36.93% shares in the Company.
9. DISCLOSURE U/S 134 (3)
Pursuant to the provisions of sec 134 (3) read with companies (Accounts) rules 2014.The 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 as per Annexure-B.
9. 3 The particulars of related party contracts are enclosed herewith in form AOC-2 asper 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 voluntary constituted risk management committee and the policy isdisclosed on the website of the company. (
11. DISCLOSURE OF CODES STANDARDS 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 in terms of the said policyincluding the monitoring and reporting of cash and suspicious transactions. There arehowever no cash transactions of the value of more than Rs. 1000000/- or any suspicioustransactions whether or not made in cash noticed by the company in terms of the saidpolicy.
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 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 for its Board of Directors and the senior management personnel. The coderequires the directors and employees of the company to act honestly ethically and withintegrity and in a professional and respectful manner. A certificate of the Management isattached with the Report 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 2015 as amended and has duly complied with the provisionsof the said code.
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 and Regulation 22 of SEBI (Listing Obligations And DisclosureRequirements) Regulations 2015 the company had adopted a whistle blower policy whichprovides for a vigil mechanism that encourages and supports its directors and employees toreport instances of unethical behavior actual or suspected fraud or violation of thecompany's code of conduct policy. It also provides for adequate safeguards againstvictimization of persons who use this mechanism and direct access to the chairman of auditcommittee in exceptional cases. Policy of the whistle blower of the Company has been givenat the website of the Company at http://www.admanumfinance.com/Whistle_Blower_Policy_&_Vigil_Mechanism%20policy.pdf and attached the same as AnnexureE to this 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 under the said policy in FY 2015-16.
g) Nomination Remuneration and Evaluation policy (NRE Policy)
The Board has on the recommendation of the nomination and remuneration committeeframed a remuneration policy which lays down the criteria for identifying the persons whoare qualified to be appointed as directors and or senior management personnel of thecompany along with the criteria for determination of remuneration of directors KMP's andother employees and their evaluation and includes other matters as prescribed under theprovisions of section 178 of Companies Act 2013 and clause 49 of the Listing Agreementand Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. Policy of the Company has been given at the website of the Company at
h) Related Party Transactions Policy
There were no materially significant related party transactions held during the FY2015-16 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 and Regulation 23 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 during the financial year were mainly in theordinary course of business and on an arm's length basis. The related party transactionpolicy as formulated by the company defines the materiality of related party and lays downthe procedures of dealing with related party transactions. The details of the same areposted on the Company web-site (http://www.admanumfinance.com/Related%20Party%20Transaction%20Policy.pdf)
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. 14080977- 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-Fto this report. And the CSR Policy of the Company are posted on our web-site (
12. LISTING OF SHARES OF THE 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 for the financialyear 2016-17 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 23 branches as at31/03/2016.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of your company consists of 6 Director's During the year Mr.Vinod Kumar Agarwal (DIN:00136613) continued to hold office as Director & Chairman ofthe company Mr. Jayanta Nath Choudhury (DIN:00136766) continued to hold the office asDirector-in-Charge & CEO. Mrs. Dolly Choudhury (DIN 06935952) continued to hold theoffice as whole time director.
CA Aseem Trivedi (DIN:01244851) CA Vishnu Gupta (DIN:01416704) and Mrs. Devee PrashadKori (DIN:00045069) are the Independent Directors of the Company for a term of 5 yearsw.e.f. 1st April 2014. All Independent directors have given declaration thatthey meet the criteria of independence as laid down under section 149(6) of the companiesAct 2013 and clause 49 of the Listing Agreement SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and forms part of this report. In the opinion of the Boardthey fulfill the criteria of Independency.
In accordance with the provisions of Section 152 (6) of the companies Act 2013 readwith relevant provisions of Articles of Association of the company there are none of thedirectors of the company 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 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 or provided in the CorporateGovernance section along with the 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.
Mr. Jayant Nath Choudhary The Director - In - charge & CEO of the Company.
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 Companyas per section 203 of the Companies Act 2013
15. PERFORMANCE EVALUATION
Pursuant to the provision of Companies Act 2013 and clause 49 of the Listing agreementand SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theperformance of the Board its committee's and individual directors are evaluated by numberof meetings held time spent in each meeting deliberating the issues quality ofinformation/ data provided to the members the time given to them to study the detailsbefore 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 2015-16 6(six) Board meetings were convened and held. The interveninggap between the meetings was within the period prescribed under the Companies Act 2013and the SEBI (Listing obligation And Disclosure Requirement) Regulations 2015. Thedetails of the Board meetings held during the year along with the attendance of therespective directors there at are set out in the Corporate Governance Report forming partof this annual report.
17. SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATOR OR COURT OR TRIBUNALS
There were no significant/material orders passed by any regulator or court or tribunalwhich would impact the going concern status of the company and its future operations.
18. INTERNAL AUDIT AND INTERNAL FINANCIAL 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 their findings to the audit committee of the board. The audit function maintainsits independence and objectivity while carrying out assignments. It evaluates on acontinuous basis the adequacy and effectiveness of internal control mechanism withinteraction of KMP and functional 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 2015-16. The secretarial audit reportfor the FY ended March 31st 2016 is annexed as Annexure - H tothis report. The said report does not contain any material qualification reservation oradverse remark except the delay caused in the filing of some documents which werealready filed with the adequate additional filing fee and has been approved by the RoC/MCA therefore do not calls for any further comment etc.
20. AUDITOR AND AUDITORS REPORT
At the 28th Annual General Meeting held on 25th September 2014the members had appointed M/s Mahendra Badjatya & Co (ICAI Firm Registration Number001457C) Chartered Accountants as statutory auditors of the company by way of ordinaryresolution u/s 139 of the Companies Act 2013 to hold office for a term of 3 years fromthe conclusion of 28th AGM until the conclusion of the 31st AGM ofthe company subject to ratification of appointment by the members of the company at everyAGM as per the provisions of the Companies Act 2013.
Based on the recommendation of the audit committee the Board of Directors at theirmeeting held on 28/05/2016 recommended the ratification of appointment of M/s MahendraBadjatya & Co Chartered Accountants as statutory auditors of the company and thatthe necessary resolution in this respect is being included in the notice of the 30th AGMfor the approval of the members of the company. The company has received consent fromstatutory auditors and confirmation to the effect that they are not disqualified to beappointed as statutory auditors of the company in terms of the provisions of the CompaniesAct 2013 and rules framed thereunder. The Notes to the Accounts referred to in AuditorsReport are self explanatory 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 31st 2016 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and 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 2016 and of the profit andloss account 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 for safeguarding theassets of the company and for preventing and detecting fraud 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; and f) The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
22. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Agreement with BSE Regulation 34 read with Schedule V of SEBI (ListingObligations And Disclosure Requirements) Regulations 2015 and Companies Act 2013 thecorporate governance report management discussion and analysis and the auditor'scertificate regarding compliance of conditions of corporate governance is enclosedherewith as per Annexure - G.
23. DETAILS OF FRAUD
There is no fraud as reported by the Auditors to the Central Government which needs tobe disclosed as per requirement of the provisions of section 134(3)(ca) of the CompaniesAct 2013.
24. ANNUAL EVALUATION
Pursuant to the provisions of the companies Act 2013 and Clause 49 of the listingagreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 anAnnual Performance evaluation of the Board the directors individually as well as theevaluation of the working of the board committees including audit committee and othercommittees of the board of directors of the company was carried out during the year and iscovered under the corporate governance report forming part of this annual report.
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.
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.
27. COMMITTEE OF THE BOARD
The company has duly constituted the following committee as per the provisions of theCompanies Act 2013 and SEBI (Listing Obligation And Disclosure Requirements) Regulation2015.
a) Audit Committee as per section 177 of the Companies Act 2013 and Regulation 18 ofSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.
b) Stakeholder Relationship Committee as per section 178 of the Companies Act 2013 andRegulation 20 of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015.
c) Nomination and Remuneration Committee as per section 178 of the Companies Act 2013and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015.
d) Risk Management Committee as per Regulation 21 of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015.
e) CSR Committee as per section 135 of the Companies Act 2013
f) Internal Committee for Sexual Harassment of Women at the Work Place.
The detail of the composition of all the committees and their respective terms ofreference are included in the Corporate Governance Report forming the part of this annualreport. The committees meets at the regular interval prescribed in the Companies Act SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 and any other Actapplicable if any.
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 required u/s 134 (3)(m) of the Companies Act 2013 read with rule 8(3) ofCompanies (Account) Rules on conservation of energy and technology absorption are NIL.There was no foreign exchange earnings and outgoing except the Remittance of Dividend (USDEquivalent 59097.33) of Rs. 2770000/-.
30. COMPLIANCE OF RESERVE BANK OF INDIA GUIDELINES
The Company Continue to comply with all the Requirement's prescribed by the ReserveBank of India from time to time.
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.