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Minolta Finance Ltd.

BSE: 532164 Sector: Financials
NSE: N.A. ISIN Code: INE514C01018
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OPEN 0.56
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VOLUME 690
52-Week high 0.68
52-Week low 0.53
P/E 3.11
Mkt Cap.(Rs cr) 1
Buy Price 0.54
Buy Qty 2.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.56
CLOSE 0.54
VOLUME 690
52-Week high 0.68
52-Week low 0.53
P/E 3.11
Mkt Cap.(Rs cr) 1
Buy Price 0.54
Buy Qty 2.00
Sell Price 0.00
Sell Qty 0.00

Minolta Finance Ltd. (MINOLTAFINANCE) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 24th Annual Report of your Companytogether with the Audited Statements of Accounts for the year ended March 31 2016.

(Rs. in Lac)

Financial Results Year Ended 31.03.2016 Year Ended 31.03.2015
Income 114.95 21.43
Profit /(Loss) before Tax & extraordinary item (0.75) (0.23)
Less : Provision for Taxation 0.23 0.07
Profit / (Loss) after Tax 0.51 0.16
Less : Extra-Ordinary Items 0.00 0.00
Add: Profit/(Loss) brought forward from Previous Year (135.17) (134.66)
Balance of Profit / (Loss) carried forward (102.49) (135.17)

OVERALL PERFORMANCE & OUTLOOK.

Gross income from operations remained at Rs. 114.95 Lac for the year in comparison tolast year's figure of Rs. 21.43 Lac. The Net Profit of the Company after Extra-OrdinaryItems stood at Rs. 0.75 Lac in comparison to last years' profit of Rs0.23 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.

DIVIDEND

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 2016 was Rs. 99995750/-. There wasno public 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.

SUBSIDIARY COMPANY

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 five 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.

MANAGEMENT

There is no change Management of the Company during the year under review.

DIRECTORS

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(Rs.) of the Companies Act 2013 stating that they meet thecriteria of 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.

BOARD EVALUATION:

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 Board's functioning such as governance issuqs 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 March2016 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:

• Board's 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 (ListingObligations And Disclosure Requirements) Regulations 2015 there are no details to bedisclosed in form AOC-2 in that regard.

During the year 2015-16 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.

STATUTORY INFORMATION

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.

INFORMATION TECHNOLOGY

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.

AUDITORS

Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rules madethereunder the current Auditors of the Company M/s U. S. Agarwal & AssociatesChartered Accountants (Firm Registration No. FRN - 314213E) were appointed by the membersat the 22ND Annual General Meeting to hold office until the conclusion of the 25th AnnualGeneral Meeting subject to ratification by members at each annual general meeting. *

The members are requested to ratify the appointment of M/s U. 5. Agarwal &Associates Chartered Accountants Firm Registration No. FRN - 314213E as StatutoryAuditors of the Company and to fix their remuneration for the year 2016-17.

SECRETARIAL AUDITOR

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 2015-16 as issued by him in theprescribed form MR-3 is annexed to this Report.

STATUTORY DISCLOSURES

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.

PUBLIC DEPOSITS

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 Remuneration to Median Employees' Remuneration & other as perRule 5(1) to the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

(i) The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Ratio of remuneration of Shri Dinesh Kumar Patnia (Managing Director) to the medianremuneration of the employees: .86x

None of the other Directors received any remuneration.

(ii) The percentage increase in remuneration of each director. Chief Financial OfficerChief Executive Officer Company Secretary or Manager if. any in the financial year;

Percentage increase in remuneration of Shri Dinesh Kumar Patnia (Managing Director) :Nil

(iii) The percentage increase in the median remuneration of employees in the financialyear:

During F.Y. 2015-2016 the percentage increase in the median remuneration of employeesas compared to previous year was same.

(iv) The number of permanent employees on the rolls of Company:

5 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 remuneration andcompany Performance:

The Company has not increased salary of its employees.

(vi) Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company:

Total remuneration paid to the Key Managerial Personnel of the Company during the year.Rs.60000/-

(vii) Average percentile increase already made in the salaries of employees other thanthe Managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

During F.Y. 2015-2016 there has been no percentage increase in the salaries ofemployees other than the Managerial personnel as compared to previous year.

(viii) Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company;

The Company has not increase remuneration of KMPs during the period 2015-16.

(ix) The key parameters for any variable component of remuneration availed by thedirectors:

The remuneration availed by the directors during the year did not consist of anyvariable component.

(x) The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year:

0.86x

(xi) Affirmation that the remuneration is as per the remuneration policy of theCompany.

The Company follows its remuneration policy in fixing the remuneration of its employeesor directors.

REPORT ON CORPORATE GOVERNANCE

Corporate governance is an ethically driven business process that is committed tovalues aimed at enhancing an organization's 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 norms ofCorporate Governance as envisaged in the Companies Act 2013 and the Regulation 34(3) readwith Schedule V of the SEBI (Listing Obligations And Disclosure Requirements) Regulations2015 a Separate Section on Corporate Governance practices followed by the Companytogether with a Certificate from the Company's Auditors confirming compliance forms anintegral 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 theBoard of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower and the samewas hosted on the website of the Company. The functioning of Vigil mechanism is reviewedby the 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

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution ofall the employees of the Company and their gratitude to the Company's valued customersbankers vendors and members for their continued support and confidence in the Company.

Kolkata May 30 2016 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