To the Members
The Directors have great pleasure in presenting their 25th Annual Report along with theaudited financial statement for the financial year ended March 312015.
The financial results of the Company for the year ended 31st March 2015 are summarisedbelow: ( The current financial year covers a period of six months from Oct 2014 to March2015 and the previous financial year covers a period of 18 months from Apr 2013 to Sep2014)
|Particulars ||Current Fin. Year-ended 31stMarch2015 ||Previous Fin. Year ended 30th September 2014 |
|(i) Revenue from operations (net) ||4719468 ||33275007 |
|(ii) Other Income ||139834834 ||72248748 |
|(iii) Total Income ||144554302 ||105523755 |
|(iv) Operating Expenditure ||91046163 ||25866764 |
|(v) Profit before Interest Depreciation and Amortisation and Tax ||53508139 ||79656991 |
|(vi) Finance Costs (net) ||18496109 ||75553428 |
|(vii) Depreciation and Amortisation ||798173 ||2895571 |
|(viii) Profit before Taxes ||34213858 ||1207992 |
|(ix) Tax Expenses ||7303112 ||57646 |
|(x) Net Profit for the Year ||26910746 ||1150346 |
|(xi) Balance Brought Forward from Previous Year ||NIL ||NIL |
|(xii) Amount Available for Appropriation ||26910746 ||1150346 |
|Appropriations || || |
|(a) Interim Dividends on Equity Shares ||NIL ||NIL |
|(b) Tax on Dividends ||NIL ||NIL |
|(c) Transfer to General Reserve ||NIL ||NIL |
|(d) Transfer to Special Reserve ||NIL ||225550 |
|(e) Balance carried to Balance Sheet ||26910746 ||7274220 |
PERFORMANCE OF THE COMPANY
During the year your Company registered a total income of Rs. 144554302representing an increase of 36% over that of the previous year. This was mainly due to theprofit on sale of fixed assetsamounting to about Rs.13.95 Crores.Your Company registereda net profit of Rs. 26910746 as compared to previous year net profit of Rs. 1150346.The general depletion in the economic conditions was a major challenge for the NBFCsfor collection and which in turn resulted in reduction in overall disbursements of loans.
In order to conserve the liquid resources for the development of business of theCompany and to enhance Shareholders value your Directors have not recommended anyDividend for the period ended 31.03.2015.
During the financial year ended 31.03.2015 an amount of Rs.1.94 Lakhs being unclaimeddividend pertaining to the financial year 20042005 and 2006 would become transferable toInvestors Education and Protection Fund (IEPF).
During the year the Board of Directors of the Company at their meeting held on 1stDecember 2014 decided to go in for further issue of equity shares on preferential basisfor a value of Rs 6 crores for which the approval from members has been taken in AGM heldon 31.12.2014.
TRANSFER TO RESERVES
The Company retained the entire surplus in the Profit and Loss Account and hence notransfer to General Reserve was made during the Year.
The Company has not accepted Public Deposits during the period. The Company has repaidall earlier Deposits in June 2012.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SEC.186
These are covered by the notes on financial statements provided in this Annual Report.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointments and Resignations
The Board has appointed Ms. Pooja Challani as Additional Director of the Company w.e.f05.08.2015 under the category of Woman Director. The Board of Directors seeks yoursupport in confirming the appointment of Ms. Pooja Challani as Woman Director of theCompany.
Details of appointments and resignations of Directors and Key Managerial personnelduring the year are tabled below:
|Name of Director/Key Managerial Personnel ||Designation ||Date of Appointment ||Date of Resignation |
|Ms. Pooja Challani ||Woman Director ||Appointed as an Additional Director w.e.f. 05.08.2015. ||Not Applicable |
|Mr. S. Ravichandran ||Managing Director ||Appointed w.e.f. 10th November 2014 ||Resigned w.e.f.21st March 2015. |
As per provisions of the Companies Act 2013 Mr Lakshmi Narashma Rao the additionaldirector is liable to retire by rotation at the ensuing Annual General Meeting and beingeligible offers himself for re-appointment. The Board of Directors recommends hisre-appointment.
Declaration by Independent Directors
The Company has received declarations from all its Independent Directors that they meetthe criteria of independence as laid down under Section 149(6) of the Companies Act 2013and Clause 49 of the Listing Agreement in respect of the financial year ended March 312015.
BOARD MEETINGS HELD DURING THE FINANCIAL YEAR
During the period from October 1 2014 to March 31 2015 three Board Meetings wereconvened and held the details of which are given below. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013.
|Date of Board Meeting ||Names of Directors who attended the meeting |
|13th November 2014 ||Padham J ChallaniN Subramanian M J Lakshmi Narashma Rao S Ravichandran |
|1st December 2014 ||Padham J Challani M J Lakshmi Narashma Rao S Ravichandran |
|11th February 2015 ||Padham J ChallaniN Subramanian M J Lakshmi Narashma Rao S Ravichandran |
DETAILS OF COMMITTEES AND THEIR MEETINGS
The Board has the three primary committees namely Audit Committee Nomination andRemuneration Committee and Stakeholders Relationship Committee. The Composition ofthe primary Committees and their meeting dates are given below:
|Name of the Committee ||Composition ||Details of Meetings held during the year ||Names of Directors who attended the meetings M/s. |
|Audit Committee ||Comprises of two Non-Executive Independent Directors. The Chairman of the Committee is an Independent Director. ||3 meetings were held during the period on the following dates:- 13th Nov 2014 1st Dec 2014 and 11th feb 2015 ||N Subramaniam Lakshmi Narashma Rao |
|Nomination and Remuneration Committee ||Comprises of two Non-Executive Independent Directors. The Chairman of the Committee is an Independent Director ||2Meetings were held during the period on the following dates:- 13thNov 2014 11th Feb 2015 ||N Subramaniam Lakshmi Narashma Rao Padam J Challani |
|Stakeholders' Relationship Committee ||Comprises of two Directors of whom two are Independent Directors and one is Executive Director. The Chairman of the Committee is an Independent Director. ||2Meetings were held during the year on the following dates:- 13thNov 2014 11thFeb2015 ||N Subramaniam Lakshmi Narashma Rao Padam J Challani |
COMPOSITION OF BOARD OF DIRECTORS
|Name and Designation of the Director ||Categor y || |
Number of Board Meetings during the year ended 31.03.15
Whether attende d last AGM
Number of Directorships in other Companies
|Number of Committee positions held in other Public Companies |
| || ||Held ||Attended ||Yes / No ||Chairman ||Mem ber ||Chairman ||Mem ber |
|Padham J Challani CHAIRMAN ||Promoter Executive Director ||3 ||3 ||Yes || ||13 || || |
|N. Subramanian ||Non Executive & Independ ent Director ||3 ||2 ||Yes || ||1 || || |
|Lakshmi Narashma Rao ||Non Executive & Independ ent Director ||3 ||3 ||Yes || ||1 || ||1 |
|Dr. S Ravichandran* ||Managing Director ||3 ||3 ||yes || ||2 || || |
|Pooja Challani** ||Woman Director || || || || || || || |
Details of recommendations of Audit Committee which were not accepted by the Boardalong with reasons
The Audit Committee generally makes certain recommendations to the Board of Directorsof the Company during their meetings held to consider financial results (Unaudited andAudited) and such other matters placed before the Audit Committee as per the CompaniesAct 2013 and Listing Agreement from time to time. During the year the Board of Directorshas considered all the recommendations made by the Audit Committee and has accepted andcarried out the recommendations suggested by the Committee to its satisfaction. Hencethere are no recommendations unaccepted by the Board of Directors of the Company duringthe year under review.
DETAILS OF POLICIES DEVELOPED BY THE COMPANY
(i) Nomination and Remuneration Policy
The Company has formulated the Nomination and Remuneration Policy in compliance withSection 178 of the Companies Act 2013 read along with the applicable rules thereto. Theobjective of this policy is to ensure
The level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the companysuccessfully;
Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and
Remuneration to Directors Key Managerial Personnel and Senior Managementinvolves a balance with short and long-term performance objectives appropriate to theworking of the company and its goals
This policy is being governed by the Nomination and Remuneration Committee comprisingof three members of the Board all of whom are Non-Executive and Independent Directors.The policy lays down the standards to be followed by the Nomination and RemunerationCommittee with respect to the appointment remuneration and evaluation of Directors andKey Management Personnel.
Affirmation that the remuneration is as per the remuneration policy of the company
The Company has formulated the Nomination and Remuneration Policy in compliance withSection 178 of the Companies Act 2013 read along with the applicable rules thereto. Thispolicy governs the criteria for deciding the remuneration for Directors and Key ManagementPersonnel. It is affirmed that the remuneration to Directors and Key Management Personnelis being fixed based on the criteria and parameters mentioned in above mentioned policy ofthe Company.
(ii) Risk Management Policy
The Board of Directors of your Company has adopted a Risk Management Policy whichdetails the procedures to be followed by the Company with regard to risk management. TheBoardevaluates and reviews the risk factors associated with the operations of the Companyand recommends to the Board the methods to mitigate the risk and advise from time to timevarious measures to minimizing the risk and monitor the risk management for the Company.
(iv) Whistle-Blower Policy - Vigil Mechanism
The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. To maintain these standards the Company encourages itsemployees who have concerns about suspected misconduct to come forward and express theseconcerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower)mechanism provides a channel to the Employees and Directors to report to the managementconcerns about unethical behavior actual or suspected fraud or violation of the Code ofConduct or Policy. The mechanism provides for adequate safeguards against victimization ofemployees and directors to avail of the mechanism and also provide for direct access tothe Chairman of the Board/Chairman of the Audit Committee in exceptional cases.
In line with the statutory requirements the Company has formulated a Whistle BlowerPolicy/Vigil Mechanism which covers malpractices and events which have taken place /suspected to have taken place misuse or abuse of authority fraud or suspected fraudviolation of company rules manipulations negligence causing danger to public health andsafety misappropriation of monies and other matters or activity on account of which theinterest of the Company is or is likely to be affected .
EVALUATION OF BOARD COMMITTEE AND DIRECTORS
Pursuant to the provisions of the Companies Act 2013 an annual performance evaluationof the performance of the Board the Directors individually as well as the evaluation ofthe working of the Board Committees was carried out based on the criteria and frameworkadopted by the Board.
The Independent Directors evaluation was done with main focus on their adherence to theCorporate Governance practices and their efficiency in monitoring the same. They are alsobeing evaluated on various parameters viz. active participation in strategic planningfiduciary responsibilities participation in Board and Committee meetings etc.
The performance evaluation of the Non Independent Directors was carried out by theentire Board of Directors (excluding the Director being evaluated) and they have expressedtheir satisfaction with the evaluation process which considered their commitment and theexercise of their responsibilities in the best interest of the Company.
NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINT VENTURESOR ASSOCIATE COMPANIES DURING THE YEAR.
No such development has taken place during the year.
At the Annual General Meeting held on 31st December 2014 M/s. Krishnakumar &Associates Chartered Accountants were appointed as Statutory Auditors of the Company tohold office till the conclusion of the Annual General Meeting to be held in the calendaryear 2015.
In terms of Section 139 of the Companies Act 2013 the present Auditors havingcompleted Five years of continuous audit expressed their willingness not to bereappointed.A proposal has been received to appoint M/s. Krupa & Co. CharteredAccountants Chennai-600029as Statutory Auditors of the Company.This is placed forapproval of the shareholders.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company is in theprocess of appointing a firm of Practising Company Secretaries to undertake theSecretarial Audit of the Company. The Secretarial Audit Report for the financial year2014-2015 would be available thereafter.
Response to qualifications in the Auditors Report
Statutory Audit Report
1. Under Report on other legal and regulatory requirements in para 2(f) the Auditorshave stated that the company has defaulted in transferring a sum of Rs 1.94 lakhs ofUnclaimed Dividend to Investors Education and protection Fund of the Govt.
Reply: Action has been taken and Demand Drafts for the said amount obtained and theprocess of uploading the details of Shareholders would be carried out.
2. Income Tax claims of Rs 3.04 Crores pertaining to assessment years from 2007-08 to2012-13 are under dispute and have not been deposited pending resolution of issue.
PARTICULARS OF EMPLOYEES AND REMUNERATION
Details as required under Section 197 of the Companies Act 2013 read with Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:
(i) Details of the employees employed throughout the year and drawing remunerationwhich in the aggregate exceeds Rs. 60 Lakhs or more per annum during the financialyear.Nil
ii) None of the employees employed for a part of the financial year was in receipt ofremuneration for any part of that year which in the aggregate exceeds Rupees Five Lakhsper month during the financial year.
Details required as per Section 197 and Rule 5 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014
|Name of Director/KMP ||Amount of Remuneration Per month Rs ||Ratio of remuneration to median remuneration of employees for the FY ||% increase in remunerat ion during the FY ||Comparison of remuneratio n to performance of company |
|Dr S Ravichandran ||200000 ||16.67 ||Nil ||3.50% |
Percentage increase in the median remuneration of employees in the financial year Nil
Number of permanent employees on the rolls of the company as on 31.03.2015 = 21
Explanation on relationship between average increase in remuneration and companyperformance
No change in remuneration as the Company is in consolidation phase.
Variations in Market Capitalisation of the Company
The market capitalization of the Company as of 30th September 2014 was:-
|Number of Shares as on 30th September 2014 ||Closing price as of 30th September 2014at BSE ||Market Capitalization in Crores |
|9000000 ||Rs. 7.69 ||6.92 |
The market capitalization of the Company as of 31March 2015 was:-
|Number of Shares as on 31st March 2015 ||Closing price as of 31st March 2015 at BSE ||Market Capitalization in Crores |
|90.00.000 ||Rs 5.73 ||5.16 |
Price earnings ratio
|Price earnings ratio ||As on 31.03.2015 ||As on 30.09.2014 |
| ||2.99 ||0.13 |
Percentage increase or decrease in the market quotations of the shares of the companyin comparison to the ratewhen the company came out with the last public offer
Key parameters for any variable component of remuneration availed by the directors;
No variable component availed.
The ratio of the remuneration of the highest paid director to that of the employees whoare not directors but receive remuneration in excess of the highest paid director duringthe year
Details of pecuniary relationship or transactions of the non-executive directorsvis-a-vis the company
Non- Executive Directors get only Sitting Fees and conveyance for attending Board/Commitee Meetings.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board and to theManaging Director. The Internal Audit Department monitors and evaluates the efficacy andadequacy of internal control system in the Company its compliance with operating systemsaccounting procedures and policies at all locations of the Company. Based on the report ofinternal audit function process owners undertake corrective action in their respectiveareas and thereby strengthen the controls. Significant audit observations andrecommendations along with corrective actions thereon are presented to the Audit Committeeof the Board.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
During the year there are no significant and Material orders passed by the Regulatorsor Courts or Tribunals impacting the going concern status and Companys operations infuture
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAS OCCURRED SINCE 31.03.2015 TILL THE DATE OF THIS REPORT
There are no material Changes and commitments affecting the financial position of thecompany which has occurred since 31.03.2015 till the date of this report
EXTRACT OF ANNUAL RETURN
An extract of the Annual Return in form MGT-9 is annexed herewith
RELATED PARTY TRANSACTIONS
There were no related party transactions entered into during the financial year by thecompany with its Promoters Key Managerial Personnel or other designated persons which mayhave potential conflict with interest of the company at large other than the remunerationpaid to the Executive Directors and Dividend received by them from the Company inproportion to the shares held by them.
The details of Related Party Transactions are provided in the Notes to the Accounts.
CORPORATE GOVERNANCE REPORT
Some Corporate governance requirements as stipulated under the listing agreement withthe stock exchanges is not applicable to company as the share capital of the company isless than Rs. 10 Crores and the networth of the company is less than Rs. 25 Crores. -
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:
i. In the preparation of the annual accounts the applicable accounting standards havebeen followed.
ii. The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.
iii. The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv. The directors have prepared the annual accounts on a going concern basis.
v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi. The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and is working the system smoothly.
As the members are aware your Companys shares are tradable in electronic formand the Company has established connectivity with both the Depositories i.e. NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL). In view of the advantages of the Depository System the members are requested toavail of the facility of dematerialisation of the Companys shares.
Industrial relations in all the units and branches of your Company remained cordial andpeaceful throughout the year.
The Directors wish to convey their appreciation to business associates for theirsupport and contribution during the year. The Directors would also like to thank theemployees members customers bankers and associates for the continued support given bythem to the Company and their confidence reposed in the management.
| ||By Order of the Board |
| ||For Indo Asia Finance Limited |
| ||Padham J Challani |
| ||Chairman |
|September 12015 || |
|Registered Office || |
|No.15 New Giri Road || |
|T.Nagar Chennai-600017 || |
Annexure (C)to Board's Report
(Pursuant to Section 134(3)(h) of the Companies Act 2013 read with Rule 8(2) of theCompanies Accounts) Rules 2014
Form for disclosure of particulars of contracts/arrangements entered into by theCompany with relate d parties referred to in Section 188(1) of the Companies Act 2013including certain arms' length transactions under third proviso thereto.
1.Details of contracts/arrangements or transactions not at arm's length basis
|(a) Name(s) of related party and nature of relationship || |
|(b) Nature of contracts/arrangements/transactions || |
|(c) Duration of the contracts/arrangements/transactio ns || |
|(d) Salient terms of the contracts or arrangements or transactions including the value if any || |
|(e) Justification for entering into such contracts or arrangements or transactions ||NA |
|(f) Date(s) of approval by the Board || |
|(g) Amount paid as advances if any || |
|(h) Date on which the special resolution was passed || |
|(i) Amount paid as advances if any || |
|(j) Date on which (a) the special resolution was passed in general meeting as required under first proviso to Section 188 of the Companies Act 2013 || |
2.Details of contracts/arrangements or transactions at arm's length basis
|(a) Name(s) of related party and nature of relationship || |
|(b) Nature of contracts/arrangements/transactions || |
|(c) Duration of the contracts/arrangements/transactions || |
|(d) Salient terms of the contracts or arrangements or transactions including the value if any ||NIL |
|(e) Date(s) of approval by the Board if any || |
|(f) Amount paid as advances if any || |