Your Directors have pleasure in presenting the 25th Annual Report of your Companytogether with the Audited Statements of Accounts for the year ended March 31 2017.
(Rs. in Lac)
|Financial Results ||Year Ended 31.03.2017 ||Year Ended 31.03.2016 |
|Income ||26.25 ||114.95 |
|Profit /(Loss) before Tax & extraordinary item ||5.31 ||0.75 |
|Less : Provision for Taxation ||0.23 ||0.23 |
|Profit / (Loss) after Tax ||1.59 ||0.51 |
|Less : Extra-Ordinary Items ||0.00 ||0.00 |
|Add: Profit/(Loss) brought forward from Previous Year ||(102.49) ||(135.17) |
|Balance of Profit / (Loss) carried forward ||(98.77) ||(102.49) |
OVERALL PERFORMANCE & OUTLOOK.
Gross income from operations remained at 26.25 Lac for the year in comparison to lastyears figure of 114.95 Lac. The Net Profit of the Company after tax stood at 3.72Lac in comparison to last years profit of 0.51 Lac.
The Company is in to the Business of Investment and Financing activities.
The company is willing to continue to be in the business of Investment in financing butis also willing to invest wisely so as the Company can be a profit making entrepreneurduring the year and thus can deliver to its Shareholders.
In view of marginal profit as well as carried forward losses your Directors do notrecommend any Dividend for the year under review.
SHARE CAPITAL AND RESERVES
The paid up equity share capital as on 31st March 2017 was 99995750/-. There was nopublic issue rights issue bonus issue or preferential issue etc. during the year. TheCompany has not issued shares with differential voting rights sweat equity shares nor hasit granted any stock options.
The Company does not have any material non-listed Indian subsidiary whose turnover ornet worth (i.e. paid-up capital and free reserves exceeding 20% of the consolidatedturnover or networth respectively of the listed holding company and its subsidiaries inthe immediately preceding accounting year.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return as provided under sub-section (3) of section 92 of theCompanies Act 2013 in the prescribed Form MGT-9 is annexed to this Report.
NUMBER OF MEETINGS OF THE BOARD
There were four meetings of the Board held during the year. Detailed information isgiven in the Corporate Governance Report.
MANAGEMENT DISCUSSIONS & ANALYSIS
Management Discussion and Analysis comprising an overview of the financial resultsoperations / performance and future prospects of the Company is annexed and forms part ofthis Report.
There is no change Management of the Company during the year under review.
There is no change in composition of Board during the Financial Year under review.
Further none of the Directors of the Company are disqualified under sub-section (2) ofSection 164 of the Companies Act 2013.
DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(5) OF THE COMPANIESACT 2013
Pursuant to provisions of Section 134 (5) of the Companies Act 2013 the Board herebysubmits its responsibility Statement:
1. In the preparation of the annual accounts the applicable Accounting Standards hadbeen followed alongwith proper explanation relating to material departures;
2. The Directors had adopted such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period.
3. 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.
4. The Directors had prepared the annual accounts on a going concern basis.
5. The directors have laid down internal financial controls which are adequate andwere operating effectively.
6. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted the declaration of independence as requiredpursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in subsection (6).
DIRECTORS REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178.
Information regarding Directors Remuneration Policy and criteria for determiningqualifications positive attributes independence of a director and other matters providedunder sub-section (3) of section 178 are provided in the Corporate Governance Report.
During the financial year the Board of Directors adopted a formal mechanism forevaluation of its performance as well as that of its Committees and individual Directorsincluding Chairman of the Board. Through a structured evaluation process covering variousaspects of the Boards functioning such as governance issues performance of specificduties and obligations experience and competencies. Separate exercise was carried out toevaluate the performance of individual Directors including the Chairman of the Board basedon the parameters such as attendance at Board / Committee Meetings contribution at Board/ Committee Meetings and guidance given to Management and also based on questionnaire andfeedback from all the Directors as a whole Committee and self-evaluation.
A separate meeting of Independent Directors was convened during the month of March2017 which reviewed the performance of the Board as a whole the Non-IndependentDirectors and the Chairman of the Board. After the conclusion of the Independent DirectorsMeeting the feedback of Independent Directors were discussed by the Chairman ofNomination and Remuneration Committee with the Chairman of the Board covering theperformance of the Board as a whole performance of Non-Independent Directors and theperformance of the Chairman of the Board.
The performance evaluation of the Board was carried out based on the following:
Boards structure and composition
Establishment and Delineation of responsibilities to Committees
Efficacy of communication with external stakeholders
Effectiveness of Board process information and functioning.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Information regarding loans guarantees and investments covered under the provisions ofsection 186 of the Companies Act 2013 are detailed in the financial statements.
RELATED PARTY TRANSACTIONS
There were no related party transactions (RPTS) entered into by the company during thefinancial Year which attracted the provisions of section 188 of the companies act 2013.There being no material related party transactions as defined under SEBI(Listing Obligations And Disclosure Requirements) Regulations 2015 there are no detailsto be disclosed in form AOC-2 in that regard.
During the year 2016-17 pursuant to section 177 of the companies act 2013 and SEBI(Listing Obligations And Disclosure Requirements) Regulations 2015 all RPTS were placedbefore the audit committee for its Prior/ omnibus approval.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Companyand the date of this Report.
The Company being basically in to the business of NBFC and is lending its fund toCorporate Clients and HNIs. Beside this the Company is investing its fund in the CapitalMarket. Due to said line of business the requirement regarding and disclosures ofParticulars of conservation of energy and technology absorption prescribed by the rule isnot applicable to us.
Your Company believes that in addition to progressive thought it is imperative toinvest in research and development to ascertain future exposure and prepare forchallenges. In its endeavor to obtain and deliver the best your Company has invested itsmoney for acquiring latest Computer hardware and software.
Pursuant to sections 139 142 and other applicable provisions if any of the CompaniesAct 2013 (the Act) and the Companies (Audit and Auditors) Rules 2014(including any statutory modification(s) or re-enactment thereof for the time being inforce) and pursuant to recommendation of the Audit Committee and the Board of DirectorsM/s. M. K. Poddar & Associates Chartered Accountants (Firm Registration No. 327104E)be and are hereby appointed as the Statutory Auditors of the Company in place of M/s U. S.Agarwal & Associates Chartered Accountants (Firm Registration No. FRN - 314213E) whoshall hold office for a period of five years from the conclusion of this Annual GeneralMeeting until the conclusion of the Thirtieth Annual General Meeting of the Company to beheld in the year 2022 subject to ratification by shareholders at every annual generalmeeting to be held hereafter.
The members are requested to appointment of M/s M. K. Poddar & AssociatesChartered Accountants Firm Registration No. FRN - 314213E as Statutory Auditors of theCompany and to fix their remuneration for the year 2017-18.
Pursuant to the provisions of section 204 of the Companies Act 2013 and Rules madethereunder the Company has appointed M/s Jain Sonesh & Associates (Certificate ofPractice Number 11865) Company Secretary in Practice to undertake the secretarial audit ofthe Company. Secretarial Audit Report for the year 2016-17 as issued by him in theprescribed form MR-3 is annexed to this Report.
Company has a Policy on Prevention of Sexual Harassment at Workplace. There was no casereported during the year under review under the said Policy.
PARTICULARS OF EMPLOYEES
Statement required under Section 197 of the Companies Act 2013 read with Rule 5(2) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notattached to this Report as none of the employees was in receipt of remuneration asprescribed under this Section and Rules.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUT GO.
As there has been no manufacturing operation during the year there is nothing to bereported with regard to conservation of energy and technology absorption.
The Company has not earned or used foreign exchange earnings/outgoings during the yearunder review.
During the year under review your Company has not accepted any deposits from thepublic within the meaning of section 73 of the Companies Act 2013 and the rules thereunder.
FORMAL ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEESAND INDIVIDUAL DIRECTORS
Complied with the provisions of the Companies Act 2013 and SEBI Regulations.
Ratio of Directors Salary to Median Employees Salary & other as per Rule 5(1)to the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
(i) The ratio of the Salary of each director to the median Salary of the employees ofthe Company for the financial year: Ratio of Salary of Shri Dinesh Kumar Patnia (ManagingDirector) to the median Salary of the employees: 0.59x None of the other Directorsreceived any Salary.
(ii) The percentage increase in Salary of each director Chief Financial Officer ChiefExecutive Officer Company Secretary or Manager if any in the financial year; Percentageincrease in Salary of Shri Dinesh Kumar Patnia (Managing Director) : Nil (iii) Thepercentage increase in the median Salary of employees in the financial year: During F.Y.2016-2017 the percentage increase in the median Salary of employees as compared toprevious year was same.
(iv) The number of permanent employees on the rolls of Company:
7 permanent employees were on the rolls of the Company at the close of the financialyear. (v) The explanation on the relationship between average increase in Salary andcompany Performance: The Company has not increased salary of its employees.
(vi) Comparison of the Salary of the Key Managerial Personnel against the performanceof the Company: Total Salary paid to the Key Managerial Personnel of the Company duringthe year: 60000/-(vii) Average percentile increase already made in the salaries ofemployees other than the Managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial Salary and justification thereofand point out if there are any exceptional circumstances for increase in the managerialSalary:
During F.Y. 2016-2017 there has been no percentage increase in the salaries ofemployees other than the Managerial personnel as compared to previous year.
(viii) Comparison of the Salary of the Key Managerial Personnel against the performanceof the Company; The Company has not increase Salary of KMPs during the period 2016-17.
(ix) The key parameters for any variable component of Salary availed by the directors:
The Salary availed by the directors during the year did not consist of any variablecomponent.
(x) The ratio of the Salary of the highest paid director to that of the employees whoare not directors but receive Salary in excess of the highest paid director during theyear: 0.59x (xi) Affirmation that the Salary is as per the Salary policy of the Company.
The Company follows its Salary policy in fixing the Salary of its employees ordirectors.
REPORT ON CORPORATE GOVERNANCE
Corporate governance is an ethically driven business process that is committed tovalues aimed at enhancing an organizations brand and reputation. This is ensured bytaking ethical business decisions and conducting business with a firm commitment tovalues while meeting stakeholders expectations. The Company conforms to the normsof Corporate Governance as envisaged in the Companies Act 2013 and the Regulation 34(3)read with Schedule V of the SEBI (Listing Obligations And Disclosure Requirements)Regulations 2015 a Separate Section on Corporate Governance practices followed by theCompany together with a Certificate from the Companys Auditors confirming complianceforms an integral part of this Report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and Clause 49 of the Listing Agreement (nowcorresponding to regulation 22 of the SEBI Listing Regulations 2015) the Board ofDirectors had ammended the Policy on Vigil Mechanism/ Whistle Blower and the same washosted on the website of the Company. The functioning of Vigil mechanism is reviewed bythe Audit committee from time to time. No Director/ employee have been denied access tothe Chairman of the Audit Committee and that no complaints were received during the year.
The details of the Whistle Blower Policy are explained in the Report on CorporateGovernance and also available on the website of the Company www.minolta.co.in
Your Directors wish to place on record their appreciation towards the contribution ofall the employees of the Company and their gratitude to the Companys valuedcustomers bankers vendors and members for their continued support and confidence in theCompany.
|Kolkata May 30 2017 ||By order of the Board |
| ||For MINOLTA FINANCE LIMITED |
|Registered Office : ||Sd/- |
|37 A&B Stephen House ||DINESH KUMAR PATNIA |
|4 B.B.D. Bagh (East) ||(DIN : 01709741) |
|Kolkata-700 001 ||Managing Director |