Akme Star Housing Finance Limited Udaipur
The Directors take pleasure in presenting the 12th Annual Report together with theaudited financial statements for the year ended March 31 2017. The Management Discussionand Analysis has also been incorporated into this report.
The Board's Report shall be prepared based on the stand alone financial statements ofthe company. The Company's financial performance for the financial year ended March 312017 is summarized below :-
Rs. In Lacs
|Particular ||2016-17 ||2015-16 |
|Gross Income ||340.40 ||272.35 |
|Less : Finance Cost ||47.42 ||30.01 |
|Overhead ||77.92 ||68.77 |
|Depreciation ||4.66 ||4.64 |
|Profit Before Tax ||210.39 ||168.92 |
|Less : Provision for taxation ||69.67 ||53.40 |
|Profit After tax ||140.73 ||115.52 |
|Balance Brought Forward from last year ||199.09 ||117.35 |
|Appropriations ||140.72 ||115.52 |
|Transferred to Statutory Reserve under Section 36(1)(viii) of the Income Tax Act 1961 read with Section 29C of National Housing Bank Act 1987 ||42.08 ||33.78 |
|Transferred to general reserve ||Nil ||Nil |
|Balance Carried over to the Balance Sheet ||297.75 ||199.09 |
Transfer to Reserves
During the year under review your Company transferred NIL to the General Reserveduring the year under review and Rs. 42.08 Lacs to the Statutory Reserve under Section36(1) (viii) of the Income Tax Act 1961 read with Section 29C of National Housing Bank(NHB) Act 1987 out of the amount available for appropriation and an amount of 140.72 Lacsis proposed to be retained in the Profit and Loss Account.
HIGHLIGHTS OF PERFORMANCE
Following are the key factors indicating the performance of the Company:
Rs. In Lacs
|KEY FACTORS ||2016-17 ||2015-16 ||GROWTH (%) |
|Gross Income ||340.40 ||272.35 ||24.85 |
|Net Profit ||140.73 ||115.52 ||21.81 |
|Outstanding Housing Loan/Other Loan ||2027.32 ||1551.25 ||30.69% |
|EPS ||1.19 ||0.97 ||22.68% |
|CRAR (%) ||109.00% ||114.35% ||-- |
To look after the further expansion of business activity and inadequacy of profitsdirectors do not recommend any payment of dividend for the year ended 31st March 2017.
ALTERATION IN CAPITAL
AUTHORIZED SHARE CAPITAL
During the year under review the authorized share capital of the Company was increasedfrom Rs. 6.0000000 (divided into 60 00000 Equity Shares of ` 10/- each) to Rs.120000000 (divided into 12000000 Equity shares of Rs. 10/- each) vide ExtraordinaryGeneral Meeting of the members of the Company held on 21st February 2017.
BONUS SHARE ISSUED
During the year 5934500 fully paid up equity shares of 10/- each were issued asbonus shares in the ratio 1:1. The existing permissible reserves of the Company wascapitalized for issue of bonus shares in the proportion of one equity share for every oneequity share held by the equity shareholders of the Company.
MIGRATION TO MAIN BOARD
Company has got listed its Equity shares (Company Scrip Code: 539017) on BSE SMEPlatform on March 20 2015 and admitted to dealings on the Exchange in the list of 'MT'Group Securities. Further two years have been elapsed since the listing of Equity Sharesand thus Company is now eligible to migrate on Main Board of BSE and accordingly the Boardproposed the migration vide Board Meeting dated 31st March 2017 for which theshareholders approval was duly taken via offering Postal Ballot facility and E Votingfacility that was passed with requisite majority.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
The Company got in principle approval for migration to the Bombay Stock Exchange MainBoard vide letter dated 15.06.2017.
DETAILS RELATING TO DEPOSITS
The Company has been granted registration by the National Housing Bank New Delhi as anon deposit taking Housing Finance Company. Being so the Company has neither accepted inthe past nor has any future plans to accept any public deposits by whatever name called.
INVESTOR COMPLAINTS AND COMPLIANCE
During the year under review the Company did not receive any investor complaints andthat as on the date no complaints are pending.
And also the Company has timely submitted all the reports relating to InvestorComplaints pursuant to SEBI (LODR) Regulations 2015 to BSE.
NON-PERFORMING ASSETS AND PROVISIONS FOR CONTINGENCY:
Your Company adhered to the prudential guidelines for Non performing Assets (NPAs)issued by the National Housing Bank (NHB) under its Directions of 2010 as amended fromtime to time. As per the prudential norms the income on such NPAs is not to be recognizedif unrealized. As per the prudential norms prescribed by the NHB the Company has madeprovision for contingencies on standard as well as non-performing housing loans andproperty loans. The details of NPA have been given in financial Statements.
Your Company's borrowing policy is under the control of the Board. The Company has videspecial resolution passed by means of special Resolution on September 10th 2014 underSection 180(1)(c) of the Companies Act 2013 authorized the Board of Directors to borrowmoney upon such terms and conditions as the Board may think fit in excess of aggregate ofpaid up share capital and free reserves of the Company up to an amount of Rs. 50 crore andthe total amount so borrowed shall be within the limits as prescribed under the HousingFinance Companies (NHB) Directions 2010.
Your Company continued to use a variety of funding sources to optimize funding costsprotect interest margins and maintain a diverse funding portfolio which furtherstrengthened its funding stability and liquidity needs. Your Company continued to keeptight control over the cost of borrowings through negotiations with lenders and thusraised resources at competitive rates from its lenders while ensuring proper assetliability match.
During the financial year 2016-17 your Company raised Rs.7.36 through term loans frombank of baroda for meeting the working capital requirements. Presently Company is in lineup with more proposal with banks and Financial Institutions for meeting the workingcapital requirement of the company in FY 2017-18.
The Outstanding Bank Borrowing as on 31.03.2017 stood at Rs 5.86 Crore
The Company has been awarded by SMERA BB+ STABLE outlook for the Borrowings from thebank by the Company for the FY 2015-16.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 apart from the loans made guarantee given or securityprovided by the Company in the ordinary course of business are given in the Notes toaccounts forming part of the Audited Financial Statements for the year ended March 312017.
As required under National Housing Bank Directions your Company is presently requiredto maintain a minimum capital adequacy of 12% on a standalone basis. In addition theNational Housing Bank Directions also require that your Company transfers minimum 20% ofits annual profits to a reserve fund.
Your Company's Capital Adequacy Ratio is at 109.00 % as at March 31 2017 whichprovides an adequate cushion to withstand business risks and is above the minimumrequirement of 12% stipulated by the National Housing Bank.
SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any subsidiary Company or Joint Company or Associate Company.
HUMAN RESOURCES AND TRAINING
Your Company has experienced promoters and a team whom your Company relies upon tocapitalize on emerging new business opportunities. Your Company believes that acombination of its reputation in the market its working environment and competitivecompensation programs allows it to attract and retain best talent. Your Company strives toattract the best talent in the industry and ensures its employees' development and theircontribution to the Company's success. Your Company's vision is to become an employer ofchoice by providing a compelling employee value proposition. Your Company has molded itspolicies relating to hiring deployment transfers promotion training including itsperformance-linked bonuses and employee stock options with the clear aim of building acadre-based organization whose cadre understands the company's customers theirproblems issues and aspirations. Your Company's human resources policies and practicesare focused on recruiting and training employees who can empathies and deal with potentialand existing borrowers..
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company there are no employees of the Company covered under this section who isearning salary over and above specified limit.
DISCLOSURE UNDER SUB-SECTION (3) OF SECTION 134 OF COMPANIES ACT 2013 READ WITH RULE8(3) OF THE COMPANIES (ACCOUNTS) RULES 2014
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
Conservation of energy:
The Company does not fall under any of the industries covered by the Companies(Disclosure of particulars of Directors) Rules 1988.
The Company is not involved in any technology absorption nor is there any R&Dactivity during the year
Foreign Exchange Earnings and Outgo
Your company does not have any foreign exchange earning and outgo during the year underreview.
Your Company has insured its various properties and facilities against the risk offire theft and other perils etc. and has also obtained Directors' and Officers'Liability Insurance Policy which covers the Company's Directors and Officers (employeesin managerial or supervisory position) against the risk of financial loss including theexpenses pertaining to defense cost and legal representation expenses arising in thenormal course of business.
NATIONAL HOUSING BANK (NHB) GUIDELINES
The Company has complied with the provisions of the Housing Finance Companies (NHB)Directions 2010 as prescribed by NHB and has been in compliance with the variousCirculars Notifications and Guidelines issued by National Housing Bank (NHB) from time totime. The Circulars and the Notifications issued by NHB are also placed before the AuditCommittee / Board at regular intervals to update Committee / Board members on the same.
RISK MANAGEMENT FRAMEWORK
ASHFL'S risk management is a discipline that forms the core of the Company andencompasses all the activities that affect the Company's risk profile. As a housingfinance institution your Company is exposed to various risks like credit risk marketrisk (interest rate and currency risk) liquidity risk and operational risk (technologyemployee transaction and reputation risk).
The Risk Management Committee (RMC) of the Company comprises of members of its seniormanagement team who have many years of experience in the industry and have put in placepreventive mechanisms to contain various risks. The RMC met multiple times during the yearending 31 March 2017 and to identify measure monitor and control various risks theCompany was exposed to. The RMC put in place or enhanced the control measures to containthese risks. The Company has a robust mechanism to ensure an ongoing review of systemspolicies processes and procedures to contain and mitigate risk that arise from time totime. ASHFL'S goal is to build a business that is stable scalable and sustainable. Inseeking to do this the Company recognizes the importance and has in place a well-definedrisk management framework that permeates all aspects of its business and to which everyemployee is sensitized.
ASSET LIABILITY MANAGEMENT COMMITTEE (ALCO)
The Asset Liability Management Committee (ALCO) lays down policies and quantitativelimits that involve assessment of various types of risks and shifts in assets andliabilities to manage such risks. ALCO ensures that the liquidity and interest-rate risksare contained within the limits laid down by the Board. The Company has duly implementedthe NHB's Asset Liability Management Guidelines.
Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act 2013read with Rule 7 of Companies (Meetings of Board and its Powers) Rules 2014 andSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has in place a Whistle Blower Policy which provides for avigil mechanism that encourages and supports its Directors and employees to reportinstances of illegal activities unethical behavior actual or suspected fraud orviolation of the Company's Code of Conduct or Ethics Policy. It also provides for adequatesafeguards against victimization of persons who use this mechanism and direct access tothe Chairman of the Audit Committee in exceptional cases.
CODES AND STANDARDS
Your Company has formulated various policies and codes in compliance with provisions ofDirections and Guidelines issued by the National Housing Bank Companies Act 2013Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 and to ensure high ethical standards in the overall functioning of theorganization. The said policies and codes are periodically reviewed by the Board ofDirectors.
The key policies and codes as approved by the Board of Directors and the respectivecompliance there under are detailed herein below:
KNOW YOUR CUSTOMER & ANTI MONEY LAUNDERING MEASURE POLICY
Your Company has a Board approved Know Your Customer & Anti Money LaunderingMeasure Policy (KYC & AML Policy) in place and adheres to the said Policy. The saidPolicy is in line with the National Housing Bank guidelines. The Company has also adheredto the compliance requirement in terms of the said policy relating to the monitoring andreporting of cash / suspicious transactions. The Company furnishes to FinancialIntelligence Unit (FIU) India in the electronic medium information of all cashtransactions of the value of more than Rupees ten lakh or its equivalent in foreigncurrency and suspicious transactions whether or not made in cash in terms of the saidPolicy.
FAIR PRACTICE CODE
Your Company has in place a Fair Practice Code (FPC) which includes guidelines onappropriate staff conduct when dealing with the customers and on the organization'spolicies vis--vis client protection. The FPC captures the spirit of the National HousingBank guidelines on fair practices for Housing Finance Companies.
During the year under review FPC was modified by the Board and the grievance redressalmechanism within the Company was further strengthened.
POLICY ON DISCLOSURE OF MATERIAL EVENTS AND INFORMATION
During the year under review your Company has adopted the Policy on Disclosure ofMaterial Events and Information in accordance with Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 to determine theevents and information which are material in nature and are required to be disclosed tothe Stock Exchanges.
CODE OF CONDUCT FOR BOARD MEMBERS AND THE SENIOR MANAGEMENT
Your Company has in place Code of Conduct for the Board of Directors and the SeniorManagement Personnel to set forth the guiding principles on which the Company and itsBoard and Senior Management Personnel shall operate and conduct themselves withmultitudinous stakeholders government and regulatory agencies media and anyone else withwhom it is connected. A declaration by Chief Executive Officer with regard to theCompliance with the said code forms part of this Annual Report.
CODE FOR PREVENTION OF INSIDER TRADING PRACTICES
Your Company has formulated and adopted a Code for Prevention of Insider TradingPractices in accordance with the model code of conduct as prescribed under the SEBI(Prohibition of Insider Trading) Regulations 2015 as amended. The code lays downguidelines which includes procedures to be followed and disclosures to be made whiledealing in the shares of the Company.
The code is applicable to the promoters directors senior designated employees andtheir dependents and the said persons are restricted from dealing in the securities of theCompany during the restricted trading periods' notified by the Company from time totime.
CODE OF BUSINESS ETHICS (COBE)
Your Company has adopted a Code of Business Ethics (COBE) which lays down theprinciples and standards that govern the activities of the Company and its employees toensure and promote ethical behavior within the legal framework of the organization.
SEXUAL HARASSMENT POLICY
Your Company has in place a Policy on Prevention Prohibition & Redressal of SexualHarassment of Women at Workplace and an Internal Complaints Committee (ICC) has beenconstituted there under. The Policy's primary objective is to protect the women employeesfrom sexual harassment at the place of work and also provides for punishment in case offalse and malicious representations. During the year no complaints were received in thisregard.
COMPREHENSIVE RISK MANAGEMENT POLICY
Your Company is committed to manage its risk in a proactive manner and has adopted astructured and disciplined approach to risk management by developing and implementing riskmanagement framework. With a view to manage its risk effectively your Company has in placea Comprehensive Risk Management Policy which covers a formalized Risk ManagementStructure along with other aspects of risk management i.e. credit risk managementoperational risk management market risk management and enterprise risk management. TheRisk Management Committee of the Board on periodic basis oversees the risk managementsystems processes and minimization procedures of the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
Your Company has framed Corporate Social Responsibility Policy (CSR Policy) as per theprovisions of the Companies (Corporate Social Responsibility Policy) Rules 2014 asamended which inter-alia lays down the guidelines and mechanism for undertakingsocially useful projects for welfare and sustainable development of the community atlarge. As per the provisions of Section 135 of the Companies Act 2013 the Company hasconstituted a Corporate Social Responsibility Committee. The Committee assists the Boardin fulfilling its duty towards the community and society at large by identifying theactivities and programmes that can be undertaken by the Company in terms of the Company'sCSR Policy. The composition of the CSR Committee and its terms of reference are given inthe Corporate Governance Report forming part of this Annual Report.
The Board of Directors had on the recommendation of the Nomination & RemunerationCommittee Appointed Mr. Avinash Bhatnagar Independent Director as chairperson Mr. AmritSingh Rajpurohit and Mrs. Rajni Gehlot Independent Director as Member.
The Company follow a Policy on remuneration of Directors and senior managementEmployees The Policy is approved by the Nomination & Remuneration Committee and theBoard and is marked as Annexure-I
RELATED PARTY TRANSACTIONS POLICY
Your Company has in place Related Party Transaction Policy intended to ensurerequisite approval reporting and disclosure of transactions between the Company and itsrelated parties. The said policy also defines the materiality of related partytransactions and lays down the procedures of dealing with related party transactions.
During the year under review the Related Party Transaction Policy was amended to alignthe same with the requirements of Companies (Amendment) Act 2015 and Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The objective of a familiarization programme is to ensure that the non-executivedirectors are updated on the business environment and overall operations of the Company.This enables the non executive directors to make better informed decisions in the interestof the company and its stakeholders.
LISTING OF SHARES OF THE COMPANY
Your Company's equity shares continue to remain listed on BSE Limited. Your Company haspaid the listing fees as payable to the BSE Limited for the financial year 2016-17 ontime.
However Company has applied to Bombay Stock Exchange to migrate from SME platform tomain Board Exchange and received in principle from the Bombay Stock Exchange vide theirlater dated 15.06.2017.
DIRECTORS AND KEY MANAGERIAL PERSONAL
Appointment of Director
On recommendation of Nomination and Remuneration Committee Mr. Ashish Jain (DIN:00241164) C.F.O. of the company is proposed to be appointed as Executive Director Financeon Board of Directors of the Company. Necessary resolution is being proposed in the noticeof the ensuing Annual General Meeting for appointment of Mr. Ashish Jain as ExecutiveDirector on Board of the Company in accordance with Companies Act 2013 and Article ofAssociation of the Company whose period of office will be liable to determination byretirement of directors by rotation.
Based on the confirmations received none of the Directors are disqualified for beingappointed/re-appointed as directors in terms of Section 164 the Companies Act 2013.
Appointment of Independent Directors
On recommendation of Nomination and Remuneration Committee Dr. Rekha Jain (DIN:07703994) is proposed to be appointed as Independent Non Executive Director on Board ofDirectors of the Company. The Company has received a notice from a member under Section160 of the Companies Act 2013 along with a requisite deposit proposing her candidaturefor the office of Independent Director to be appointed as such at the ensuing annualgeneral meeting. Necessary resolution is being proposed in the notice of the ensuingAnnual General Meeting for appointment of Dr. Rekha Jain as Independent Director on Boardof the Company in accordance with Companies Act 2013 and Article of Association of theCompany who shall hold office for a term of five consecutive years with effect from thisAnnual General Meeting and whose period of office will not be liable to determination byretirement of directors by rotation.
All existing Independent Directors have given declarations that they meet the criteriaof independence as laid down under Section 149(6) of the Companies Act 2013 and theprovisions of Regulation 16(1)(b) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.
Based on the confirmations received none of the Directors are disqualified for beingappointed/re-appointed as directors in terms of Section 164 the Companies Act 2013.
Retirement of Director by rotation
In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association Mr. Kalu Lal Jain Director of your Company being the longest inoffice among Directors who is liable to retire by rotation retires by rotation and beingeligible; offers himself for reappointment at the ensuing Annual General Meeting.
During the year under review no stock options were issued to the Directors of theCompany.
The provisions of the Companies Act 2013 mandates formal annual evaluation of theBoard of Directors its committees and individual Directors. Schedule IV of the CompaniesAct 2013 also requires the performance evaluation of Chairman & Managing Director andNon Executive Directors and Board as a whole to be carried out at a separate meeting bythe Company's Independent Directors. It also states that performance evaluation ofIndependent Directors shall be done by the entire Board excluding the Director beingevaluated. The provisions of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 also require that the Board shall monitorand review the Board Evaluation Framework. The annual performance evaluation of the Boardas a whole all Directors as well as the evaluation of the Board Committees includingAudit Committee Nomination & Remuneration Committee Risk Management CommitteeStakeholders' Relationship Committee and Corporate Social Responsibility Committee of theBoard of Directors of the Company was carried out.
Your Company holds at least four Board meetings in a year one in each quarterinter-alia to review the financial results and also holds additional Board Meetings toaddress its specific requirements as and when required. All the decisions and urgentmatters approved by way of circular resolutions are placed and numbered and noted at thesubsequent Board meeting. Annual calendar of meetings of the Board are finalized wellbefore the beginning of the financial year after seeking concurrence of all the Directors.
During the financial year 2016-17 eight (08) Board Meetings were convened and held.The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013 and the Securities and Exchange Board of India (Listing Obligation andDisclosure Requirements) Regulations 2015. The details of the Board composition itsmeetings held during the year along with the attendance of the respective Directorsthereat are set out in the Corporate Governance Report forming part of this Annual Report.
The Extra Ordinary General Meeting of the Company was held on 21st February 2017during the year the details of the Meeting has been disclosed in Corporate Governancereport.
The Company's Independent Directors meet at least once in every financial year withoutthe presence of Executive Directors or management personnel. The Independent Directors ofthe Company met once during the year on March 25th 2017 to review the performance ofNon-Independent Directors and the Board as a whole review the performance of theChairperson of the Company and access the quality quantity and timeliness of flow ofinformation between the company management and the Board.
AUDIT COMMITTEE & OTHER BOARD COMMITTEES
Your Company has a duly constituted Audit Committee as per the provisions of Section177 of Companies Act 2013 and provisions of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015.
The Board of Directors has constituted four other committees namely Nominationand Remuneration Committee Stakeholders' Relationship Committee Risk ManagementCommittee and Corporate Social Responsibility Committee which enables the Board to dealwith specific areas / activities that need a closer review and to have an appropriatestructure to assist in the discharge of their responsibilities.
The Audit Committee and other Board Committees meet at regular intervals and ensure toperform the duties and functions as entrusted upon them by the Board.
The details of the Audit Committee and other Board Committees are also set out in theCorporate Governance Report forming part of this Annual Report.
RELATED PARTY TRANSACTIONS
There were no materially significant related party transactions i.e. transactions ofmaterial nature with its promoters directors or senior management or their relativesetc. that may have potential conflict with the interest of company at large. Transactionsentered with related parties as defined under the Companies Act 2013 and provisions ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 during the financial year 2016-17 were mainly in the ordinary course ofbusiness and on an arm's length basis.
Prior approval of the Audit Committee is obtained by the Company before entering intoany related party transaction as per the applicable provisions of Companies Act 2013 andSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. As per the provisions of Section 188 of the Companies Act 2013approval of the Board of Directors is also obtained for entering into related partytransactions by the Company. A quarterly update is also given to the Audit committee andthe Board of Directors on the Related Party Transactions undertaken by the Company fortheir review and consideration.
During the year your Company has not entered into any material contract arrangementor transaction with related parties as defined under Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 and RelatedParty Transaction Policy of the Company. The details with respect to the related partytransactions are mentioned in the notes to the audited financial statements.
Details of RPT in Form AOC-2 attached to Board report may also be referred to andmarked as Annexure-II
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR OR COURT OR TRIBUNALS
During the year the Company has filed petition with the Regional Director Ahemdabadfor condonation of delay in creation of charge and the Regional Director has passed orderfor the same vide order dated 22.06.2016. Company has complied with the order andCompliances of Companies act 2013.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has appointed TR Dangi & Associates Chartered Accountant Udaipur as anInternal Auditor of the Company who reports to the Audit Committee and to the Board ofDirectors of the Company. The Internal Auditor conducts comprehensive audit of functionalareas and operations of the Company to examine the adequacy of and compliance withpolicies procedures statutory and regulatory requirements. Significant auditobservations and follow up actions thereon are reported to the Audit Committee. The AuditCommittee reviews adequacy and effectiveness of the Company's internal control environmentand monitors the implementation of audit recommendations.
The audit function maintains its independence and objectivity while carrying outassignments. It evaluates on a continuous basis the adequacy and effectiveness ofinternal control mechanism. The function also proactively recommends improvement inpolicies and processes suggests streamlining of controls against various risks YourCompany has laid down set of standards processes and structure which enables it toimplement internal financial control across the Company and ensure that the same areadequate and operating effectively.
SECRETARIAL AUDITOR & 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 Board of Directorsof the Company had appointed Mr. Ronak Jhuthawat Proprietor of M/s Ronak Jhuthawat &Co. Practicing Company Secretaries Udaipur to undertake the Secretarial Audit of theCompany for the financial year 2016-17. The Secretarial Audit Report for the financialyear ended March 31 2017 is annexed as "Annexure - III" to this report. Thesaid report does not contain any qualification reservation or adverse remark howevercontains certain observations of the Secretarial Auditor which are self explanatory andthus do not call for any further comments.
Qualifications in Secretarial Audit Reports:
There are no qualifications reservations or adverse remarks or disclaimermade(a) By the company secretary in practice in his secretarial audit report;
At the Eleventh (11th) Annual General Meeting held on September 24th 2016 the Membershad appointed M/S. H.R. Jain & Co. Chartered Accountants (FRN 000262C) as theStatutory Auditors of the Company by way of ordinary resolution under section 139 of theCompanies Act 2013 to hold office from the conclusion of this Annual General Meetinguntil the conclusion of the Annual General Meeting of the Company to be held in the year2021 of the Company subject to ratification of the appointment by the Members at everysubsequent Annual General Meeting as per the provisions of the Companies Act 2013.
Based on the recommendation of the Audit Committee the Board of Directors recommended the ratification of appointment M/S. H.R. Jain & Co. CharteredAccountants (FRN 000262C) as the Statutory Auditors of the Company and that thenecessary resolution in this respect is being included in the notice of the Twelfth (12th)
Annual General Meeting for the approval of the Members of the Company. The Company hasreceived consent from the Statutory Auditors and confirmation to the effect that they arenot disqualified to be appointed as the Joint Statutory Auditors of the Company in termsof the provisions of Companies Act 2013 and Rules framed there under.
Notes to Accounts and Auditors Report
The notes to the accounts referred to in Auditors Report are self-explanatory and donot call for any further comments. The Statutory Auditors Report does not contain anyqualification reservation or adverse remark.
Qualifications in Audit Reports:
There are no qualifications reservations or adverse remarks or disclaimermade(a) By the statutory auditor in his report; and
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013: that in the preparation of the annualfinancial statements for the year ended March 31 2017 the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any; that such accounting policies as mentioned in Note of the Notes to theFinancial Statements have been selected and applied consistently and judgment andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2017 and of the profit of theCompany for the year ended on that date; that proper and sufficient care has been takenfor the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; that the annual financial statements have beenprepared on a going concern basis; that proper internal financial controls were in placeand that the financial controls were adequate and were operating effectively; that systemsto ensure compliance with the provisions of all applicable laws were in place and wereadequate and operating effectively.
REPORT ON CORPORATE GOVERNANCE
Pursuant to Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate section titled Report on CorporateGovernance' forms part of this Annual Report.
The Report on Corporate Governance also includes certain disclosures that are requiredas per Companies Act 2013. The certificate by the Statutory Auditors confirmingCompliance with the conditions of Corporate Governance as stipulated in Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 is annexed as Annexure V' to this report. The said certificate for financialyear 2016-17 does not contain any qualification reservation or adverse remark.
In terms of Section 136 of the Act the Reports and Accounts are being sent to themembers and others entitled thereto.
MANGEMENT DISCUSSION AND ANALYSIS
Pursuant to Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate section titled Report on CorporateGovernance' forms part of this Annual Report.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act 2013 read withRule 12 of the Companies (Management and Administration) Rules 2014the extract of theAnnual Return as at March 31 2017 in the prescribed form MGT 9 forms part of thisreport and is annexed as "Annexure IV".
ENHANCING SHAREHOLDERS VALUE
Your Company believes that its Members are among its most important stakeholders.Accordingly your Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Your Company is also committed to creating value for its other stakeholders byensuring that its corporate actions positively impact the socio-economic and environmentaldimensions and contribute to sustainable growth and development.
During the year Indian economy continued to consolidate the gains achieved throughmacroeconomic stability. The country remained on a stable growth path on the back of sharpreduction in crude oil prices and resilient domestic consumption. Besides inflationremained under control and fiscal and current account deficits continued to be moderate.As per Government estimates the Indian economic growth is expected at 8.00% as against7.1% based on the new formula the statistics department has started using to measure theeconomy. The GDP is expected to grow at 7.5%-8% in the backdrop of improvingmacro-economic conditions. CPI was lower on account of base effect on account of fall inprices in food housing and clothing inflation. Based on the current global and domesticoutlook this target is expected to be achieved and would pave way for the RBI to furthercut the policy rates bringing down the interest rates in the economy The lowering of theinterest rates and revival of the economy is expected to give a lift to the housingfinance market in 2017-18.
As all key business enablers are currently showing favorable signs your Company ispositive and expects another year of healthy growth in 2017-18.
Your Directors wish to place on record their gratitude to the National Housing BankSecurities and Exchange Board of India Ministry of Corporate Affairs Registrar ofCompanies Financial Intelligence Unit (India) the Company's Customers Bankers and otherLenders Members and others for their continued support and faith reposed in the Company.The Board also places on record its deep appreciation for the dedication and commitment ofthe employees at all levels as their hard work co-operation and support had enabled theCompany to maintain its consistent growth. The Directors would also like to thank the BSELimited National Securities Depository Limited Central Depository Services (India)Limited and the Credit Rating Agencies for their continued co-operation.
Statements in the Board's Report and the Management Discussion & Analysisdescribing the Company's objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include global and domestic demand and supplyconditions affecting selling prices of finished goods input availability and priceschanges in government regulations tax laws economic developments within the country andother factors such as litigation and industrial relations.
|Registered office || ||For and on behalf of the Board |
|AKME Business Center (ABC) || || |
|4-5 Subcity Center Savina Circle || || |
|Opp. Krishi Upaz Mandi Udaipur.313002 ||Sd/- ||Sd/- |
|Date : 19.06.2017 ||Dr. Mohan Lal Nagda ||Nirmal Kumar Jain |
| ||(Managing Director) ||(Director) |
| ||DIN 00211925 ||DIN 00240441 |