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Shalibhadra Finance Ltd.

BSE: 511754 Sector: Financials
NSE: N.A. ISIN Code: INE861D01011
BSE LIVE 15:26 | 15 Dec 135.00 1.20
(0.90%)
OPEN

142.90

HIGH

142.90

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133.80

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 142.90
PREVIOUS CLOSE 133.80
VOLUME 1209
52-Week high 159.00
52-Week low 48.50
P/E 14.30
Mkt Cap.(Rs cr) 68
Buy Price 135.00
Buy Qty 75.00
Sell Price 135.45
Sell Qty 25.00
OPEN 142.90
CLOSE 133.80
VOLUME 1209
52-Week high 159.00
52-Week low 48.50
P/E 14.30
Mkt Cap.(Rs cr) 68
Buy Price 135.00
Buy Qty 75.00
Sell Price 135.45
Sell Qty 25.00

Shalibhadra Finance Ltd. (SHALIBHADRAFIN) - Director Report

Company director report

Dear Members

Your directors are delighted to present the 26th Annual Report and theAudited financial statements of the company for the year ended March 312017.

Financial Results:

Rs. in ‘000
Particulars 2016 - 17 2015 - 16 % Change
Business Income 156408 130077 20%
Profit before Interest Depreciation & Tax 108889 91736 19%
Less: Interest 43519 36719 19%
Depreciation 47 1 368 28%
Profit before tax 64899 54649 19%
Less: Provision for Income Tax 21650 19888 9%
Provision for Deferred Tax 230 1 7 4 32%
Profit after tax 43019 34587 24%
Add: Balance brought forward from Previous Year 82670 67111 23%
125689 1.01698 24%
Less: Appropriations
Proposed Dividend 5003 5003 -
Distribution Tax 1024 1024 -
Transfer to / (from) General Reserve 6000 5000 20%
Transfer to Special Reserve 8600 8000 8%
Balance carried to Balance Sheet 105062 82671 27%

Operations

FY 2016-17 was yet another year of outstanding achievements for our company. With over24% growth Net Profit after tax increased from 3.46 crores to 4.3 crores.

Despite slow rural demand & impact of demonetization in Q3 we were able to post a20% growth in topline with the portfolio crossing 68 crores.

Outlook and Prospects:

Outlook & Prospect look very encouraging due to increase sale of new two wheelers.Company has also started financing consumer durables where response is encouraging.

Dividend:

Your Directors have recommended a dividend of 10% (i.e. Rs 1.00 per equity share) forthe financial year ended March 312017 to those Members whose names appear in the registerof members as on the book closure date. The dividend including dividend tax will amount toRs. 60.27 lacs (last year also Re. 1.00 per equity share was declared).

Finance:

Company plans to raise fund Rs. 25 corers from banks/financial institutions during FY2017-18.

Corporate Governance & Compliance Certificate:

A separate section on Corporate Governance is included in the Annual Report and thecertificate from company secretary confirming the Compliance of the conditions on theCorporate Governance as stipulated in Regulations 17 to 27 clauses (b) to (i) ofsub-regulation (2) of Regulation 46 and paragraphs C D and E of Schedule V of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 are annexed to this Report.

Public Fixed Deposits:

The Company has no public deposit as of date and will not accept any deposit withoutprior approval of the statutory authorities concerned.

RBI Guidelines:

The Company is consistently complying with all the guidelines issued by the ReserveBank of India for NBFC's (AFC's) with respect to capital adequacy asset classificationprovisioning and income recognition on non-performing assets.

The capital adequacy of the Company as on 31st March 2017 is much higher than theminimum norms stipulated by the RBI for NBFC (AFC's).

Management's discussion and analysis report:

Management's Discussion and Analysis Report for the year under review is presented in aseparate section forming part of the Annual Report.

Accounts & Accounting Standards:

The Company adheres to the prudential guidelines prescribed by the Reserve Bank ofIndia and to the Accounting Standards issued by the Institute of Chartered Accountant ofIndia in preparation of its financial statements.

The particulars on the related party exposures nonperforming assets and businesslevels in vehicle loans purchase and other activities required to be disclosed in theformat prescribed by the Reserve Bank of India are contained in the schedules forming partof the accounts.

Changes in composition of Board of Directors

Shri Mukund H. Doshi expired on 2nd July 2016 and cease to be director ofthe company from that day. The Board wishes to place on record its appreciation for thevaluable contribution of Shri Mukund H. Doshi in the sustained growth of the Companyduring his tenure as Director of the Company.

To comply with the provisions of Section 152 of the Companies Act 2013 Shri Minesh M.Doshi Managing Director shall retire by rotation at the ensuing AGM being eligibleoffered for reappointment.

A proposal to appoint Mr. Vatsal M. Doshi as a Director liable to retire by rotationis being included in the Notice of the ensuing AGM to seek your approval.

Declaration by Independent directors:

Independent Directors have submitted their disclosures to the Board that they fulfillall the requirements as stipulated in Section 149(6) of the Companies Act 2013 so as toqualify themselves to be appointed as Independent Directors under the provisions of theCompanies Act 2013 and the relevant rules.

Independent directors meeting:

During the year under review the independent Directors of the Company met thriceinter-alia to discuss:

(a) Evaluation of performance of Non-Independent Directors and the Board of Directorsof the company as a whole.

(b) Evaluation of performance of the Chairman of the Company taking into views ofExecutive and Non Executive Directors.

(c) Evaluation of the quantity content and timelines of flow of information betweenthe Management

Our Growth Story and the board that is necessary for the Board to effectively andreasonably perform its duties.

Induction and training of the board members:

Directors are issued a detailed appointment letter which inter alia sets out terms ofappointment duties responsibilities etc. of such director. Each independent director ofthe Company on appointment is given such letter of appointment and also briefed by theManaging Director/ Executive Director about the nature of business of the Company itsfinances operations etc. The Compliance Officer of the company also assists theIndependent Director in understanding their statutory duties obligations andresponsibilities as a Director/ Independent Director of the Company.

Evaluation of performance of the board members:

Pursuant to the provisions of the Companies Act 2013 and Listing Regulation theevaluation of the performance of the Board as well as of the Audit Committee Nominationand Remuneration Committee and Stakeholders Relationship Committee has been carried out.The performance evaluation of the Independent Directors was carried out by the entireBoard and the performance evaluation of the Chairman and Non-Independent Directors wascarried out by the Independent Directors.

Particulars of Loans Guarantees or Investments in Securities:

Pursuant to section 186(11) of the Companies Act 2013 the provisions of section 186(4) of the Act requiring disclosure in the financial statements of the full particulars ofthe loans made and guarantees given or securities provided by a Non-Banking FinancialCompany in the ordinary course of its business and the purpose for which the loan orguarantee or security is proposed to be utilized by the recipient of the loan or guaranteeor security are exempted from disclosure in the Annual Report. Further pursuant to theprovisions of section 186 (4) of the Act the details of investments made by the Companyare given in the Notes to the Financial Statements.

Risk management:

Pursuant to section 134 (3) (n) of the Companies Act 2013 & listing regulationthe company has constituted a business risk management committee. The details of thecommittee and its terms of reference are set out in the corporate governance report. Atpresent the company has not identified any element of risk which may threaten theexistence of the company.

Significant and material orders passed by regulators/courts if any:

There are no significant or material orders passed by the Regulators / courts whichwould impact the going concern status of the Company and its operations.

Share Capital:

a) The Company has not bought back any of its securities during the year under review.

b) The Company has not issued any Sweat Equity Shares during the year under review.

c) No Bonus Shares were issued during the year under review.

Employee stock options:

The Company has not provided any Stock Option Scheme to the employees.

Disclosure under the Sexual harassment of women at workplace (Prevention prohibitionand redressal) Act 2013:

The company has in place an Anti-Harassment policy in line with the requirements of theSexual harassment of women at the workplace (Prevention Prohibition & Redressal) Act2013. Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. During the year under review company has not received anySexual Harassment Complaints.

Directors' Responsibility Statement:

Pursuant to the provisions of section 134(5) of the Companies Act 2013 (‘theAct') your Directors confirm that:

(a) In the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

(b) The Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2017 and of the profit ofthe Company for the year ended on that date;

(c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets

Our Growth Story

of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a ‘going concern' basis;

(e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

(f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

Material Changes after the date of Balance Sheet:

There has been no material change and commitment affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the Balance Sheet relates and the date of the Report.

Contracts & arrangements with related parties:

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. Your Directors drawattention of the members to Notes to the financial statement which sets out related partydisclosures.

Credit Rating:

The Company's financial discipline and prudence is reflected in the credit rating BBB-(stable) for bank loans ascribed by rating agency ICRA.

Particulars of Remuneration and related disclosures:

The company has not paid remuneration attracting the provisions of the Companies Act.

Meetings of the Board & its committees:

For further details on meetings of the Board & its committees refer report onCorporate Governance

Vigil mechanism:

The Company in order to maintain highest standards of ethical moral and legal conductadopted Vigil

Mechanism/Whistle Blower policy to provide an avenue to its employees to raise concernsof any violations of legal or regulatory requirements incorrect or misrepresentations ofany financial statements and reports etc. The Audit committee of the company oversees thesaid mechanism from time to time. None of the Company personnel has been denied access tothe Audit Committee.

Internal Financial Controls:

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.

Corporate Social Responsibility (CSR):

The company has not spent the amount as required to be spent on an activity approvedfor the purpose of Corporate Social Responsibility in terms of provisions of Section 135of the Companies Act 2013 and rules framed thereunder. The company has made attempts tofind out in the area where it operates suitable projects that are eligible activities forCorporate Social Responsibility but the company has not been so far able to find suchavenue. Your directors commit to fulfilling their corporate responsibility in near future.

Conservation of Energy Technology Absorption:

Additional information required under the Companies Act regarding conservation ofEnergy Technology Absorption is not applicable as the company is not carrying out anymanufacturing operation.

Foreign Exchange Earnings and Outgo:

During the year under review the company has neither earned any foreign exchangeincome nor incurred any expenses.

Extract of Annual Return:

The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12of the Companies (Management and administration) Rules 2014 is annexed herewith asAnnexure to this Report.

Statutory Auditors:

M/s K. S. Sanghvi & Co. Chartered Accountants the retiring Auditors of the Companycomplete their term as Statutory Auditors as provided under the Companies Act 2013 andrelevant Rules thereunder at the conclusion of the ensuing Annual General Meeting. The

Board has placed on record its sincere appreciation for the services rendered by M/s K.S. Sanghvi & Co as Statutory Auditors of the Company.

The Board of Directors on the recommendation of the Audit Committee has approved andrecommended to the Members the appointment of M/s Vora & Associates CharteredAccountants as Statutory Auditors for a period of 5 years commencing from the conclusionof the 26th AGM till the conclusion of the 31st AGM subject toratification of their appointment by the Members at every AGM as may be applicable. M/sVora & Associates Chartered Accountants have given a written consent to act asStatutory Auditors of your Company and have also confirmed that the said appointment wouldbe in conformity with the provisions of sections 139 & 141 of the Companies Act 2013read with the Companies (Audit and Auditors) Rules 2014.

The Members are requested to appoint M/s Vora & Associates Chartered Accountantsas Statutory Auditors of the Company and fix their remuneration.

Secretarial Auditor:

The Secretarial Audit Report for the financial year ended March 312017 is annexedherewith.

Reporting of Frauds by Auditors:

During the year under review the Statutory Auditors and the Secretarial Auditor havenot reported any instances of frauds committed in the Company by its Officers or Employeesto the Audit Committee under section 143(12) of the Companies Act 2013 details of whichneeds to be mentioned in this Report.

Subsidiary companies:

The Company does not have any Subsidiary.

Acknowledgments:

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiesvendors customers and members during the year. Your Directors wish to place on recordtheir appreciation to all the employees for their hard work dedication commitment andrendering impeccable service to every constituent of the company's customer andshareholders.

Place: Mumbai For & on behalf of the Board
Date: May 30 2017
Minesh Doshi
Managing Director