Your directors are delighted to present the 24th Annual Report and the Auditedfinancial statements of the company for the year ended March 31 2015.
The financial results for the year under review are summarized as follows:
| || ||Rs. in '000 |
|Particulars ||2014 - 2015 ||2013- 2014 |
|Business Income ||125045 ||105845 |
|Profit before Interest Depreciation &Tax ||89686 ||75953 |
|Less: Interest ||30473 ||27444 |
|Depreciation ||561 ||613 |
|Profit before tax ||58652 ||47896 |
|Less: Provision for Income Tax ||20672 ||17800 |
|Provision for Deferred Tax ||47 ||35 |
|Profit aftertax ||37933 ||30061 |
|Add: Balance brought forward from Previous Year ||48205 ||32994 |
| ||86138 ||63055 |
|Less: Appropriations || || |
|Proposed Dividend ||5003 ||5003 |
|Distribution Tax ||1024 ||847 |
|Transfer to/(from) General Reserve ||5000 ||3000 |
|Transfer to Special Reserve ||8000 ||6000 |
|Balance carried to Balance Sheet ||67111 ||48205 |
Your Directors have recommended a dividend of 10% (i.e. Rs 1.00 per equity share) forthe financial year ended March 31 2015 (last year Re. 1.00 per equity share).
Company wants to raise fund Rs.5 corers from banks/financial institutions during FY2015-16.
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 the Clause 49 of the Listing Agreement with theStock Exchange is annexed hereto.
Outlook and Prospects:
Outlook & Prospect look very encouraging due to increase sale of new two wheelers.Company has also started financing consumer durables where respons e is encouraging.
Cash flow statement pursuant to clause 32 listing agreement is provided along withNotes to Accounts.
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.
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 2015 is much higher than theminimum norms stipulated by the RBIfor NBFC (AFC's).
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 non-performing 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.
In accordance with the Articles of Association Shri Mukund H.Doshi who retires byrotation is eligible for the reappointment. Members are requested to reappoint him.
Declaration by independent directors:
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe CompaniesAct 2013 and the relevant rules.
Independent directors meeting:
During the year under review the independent Directors of the Company met on January15 2015 inter-alia to discuss: a) Evaluation of performance of Non-independent Directorsand the Board of Directors of the Company as a whole. b) Evaluation of performance of theChairmanof the Company taking into views of Executive and Non ExecutiveDirectors. c)Evaluation of the quantity content and timelines of flow of information between theManagement and the board that is necessary for the Board to effectively and reasonablyperform 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 Clause 49 of the ListingAgreement the evaluation of the performance of the Board as well as of the AuditCommittee Nomination and Remuneration Committee and StakeholdersRelationship Committeehas been carried out. The performance evaluation of the Independent Directors was carriedout by the entire Board and the performance evaluation of the Chairman and Non-independentDirectors was carried out by the Independent Directors.
The Company does not have anySubsidiary.
Pursuant to section 134 (3) (n) of the Companies Act2013& Clause 49 of the listingagreement the company hasconstituteda business risk management committee. The details ofthe committee and its terms of reference are set out in the corporate governance reportforming part of the Board's report. At present the company has not identified any elementof risk which may threaten the existence of the company.
Significant and material orders passed by regulators/courts ifany:
There are no significant or material orders passed by the Regulators /court s whichwould impact the going concern status of the Company and its operations.
Disclosure under the sexual harassmentof women at workplace (prevention prohibitionand redressal) Act 2013:
The company has in place an Anti Harassment policy in line with the requirements of Thesexual harassmentof women at the workplace (Prevention Prohibition & Redressal) Act2013.Internal Complaints Committee (ICC) 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.
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) NoBonus Shares were issued during the year under review.
Employees Stock Option Plan:
The Company has not provided any Stock Option Schemeto the employees.
Directors' Responsibility Statement:
Your Directors state that:
a) In the preparation of the annual accounts for the year ended March 31 2015theapplicable accounting standardsread 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 2015 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 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 Changesafter 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.
Management's discussion and analysis report:
Management's Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement with the Stock Exchanges in India is presentedin a separatesection forming part of the Annual Report.
Contracts & arrangements with related parties:
All contracts / arrangements / transactions entered bythe 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 partieswhich could be considered material inaccordance with the policy of the Company on materiality of related party transactions.Your Directors draw attention of the members to Notes to the financial statement whichsets out related patty disclosures.
The Company'sfinancial discipline and prudence is reflected in the credit rating 868-(stable) for bank loans ascribed by rating agency ICRA.
Particulars of Employees:
The company has not paid remuneration attractingthe provisions of the Companies Act.
Meetings of the Board:
Twelve meetings of the Board of Directors were held during the year. For furtherdetails please refer report on Corporate Governance
The CSR&G Committee comprises Shri Govind LKeswani (Chairman) ShriNarotanmalRampuria and Shri Minesh M. Doshi.
The Audit Committee comprises Independent Directors namely Shri Govind L.Keswani(Chairman) Shri Narotanmal Rampuriaand Shri Minesh M. Doshi as other members.All therecommendations made by the Audit Committee were accepted by the Board.
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 employeestoraise concerns of any violationsof legal or regulatory requirements incorrect ormisrepresentations of any financial statements and reports etc. The Audit committee ofthe company oversees the said mechanism from time to time. None of the Company personnelhasbeen denied access to the 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 were 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 which they willfulfill in near future.
Conservation of Energy Technology Absorption:
Additional information required under the provisions of the Companies Act regardingconservation of Energy Technology Absorption are not applicableasthe company is notcarrying out any manufacturingoperation.
Foreign Exchange Earnings and Outgo:
During the year under review the company has neither earned any foreign exchangeincome nor incurred anyexpenses.
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.
M/s K. S. Sanghvi & Co. Chartered Accountants retiring Auditors of the Companyretires at the ensuing Annual General Meeting of the Company and are eligible forre-appointment. They have confirmed their eligibility to the effect that theirre-appointment if made would be within the prescribed limits under the Act and that theyare not disqualified for re-appointment. Members are requested to appoint the auditors andfix their remuneration.
The Secretarial Audit Report for the financial year ended March 31 2015 is annexedherewith.
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 wishes 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.
|Mumbai ||For and on behalf of the Fo Board of Directors |
|May 30 2015 ||Mr. Mukund Doshi |
| ||Chairman |
SECRETARIAL AUDIT REPORT for financial year ended on March 31 2015
[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
Shalibhadra Finance Limited
3 Kamat Ind. Estate Opp.SidKi Vinayak Temple
Veer Savarkar Marg Prabhadevi
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Shalibhadra Finance Limited(hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.
Based on our verification of the Company's books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit We hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on March 31 2015 complied withthe statutory provisions listed hereunder and also that the Company hasproperBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter:
We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on March 31 2015 accordingto the provisions of:
(i) The Companies Act 2013 (the Act) and the rules made there under;
(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules made thereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;
(v) The Reserve bank of India Act 1934 and rules and regulation made there under fromtime to time and any other modification enactment issue by RBIwhich is applicable on NonBanking Financial Companies (NBFC);
(vi) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 and The Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 notified on October 28 2014 (Notapplicable to the Company during the Audit period);
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 (Not applicable to the Company during the Audit period);
(f) The Securities and Exchange Board of India (Registrarsto an Issue and ShareTransferAgents) Regulations 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations; and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 (Not applicable to the Company during the Audit period).
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India (Notnotified hence not applicable to the Company during the Audit period)
(ii) The Listing Agreement entered into by the Company with BSE Limited.
..During the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines Standards etc. mentioned above except to the extentas mentioned below:
1) As per section 203 of the Companies Act 2013 every company whose paid upcapital is above Rs. 5 crore needs to appoint Whole Time Company Secretary. As suchCompany has not appointed any Company Secretary
2) Company has not intimated BSE about its Reconcilation of Share Capital as perrule 55A of any quarter for the financial year 2014-15.
3) As per section 108 of Companies Act 2013 every Listed company needs to giveelectronic voting facility for its Annual General Meeting. As such the company has notconducted e-voting in its 23rd Annual General Meeting
We further report that:
1) The Directors have disclosed their interest and concerns in contracts andarrangements shareholdings and directorships in other companies and interests in otherentities as and when required and their disclosures have been noted and recorded by theBoard;
2) Th e Directors have complied with the disclosure requirements in respect of theireligibility of appointments their being independent and compliance with the Code ofConduct for Directors and Senior Management Personnel;
3) The Company has obtained all necessary approvalsunder the various provisions of theAct.
We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
|Place : Mumbai ||For P. D. Pandya & Associates |
|Date: 3rd June 2015 ||Practising Company Secretary |
| ||(Paresh Pandya) |
| ||Proprietor |
| ||ACS No. 12123 |
| ||CP No.: 4869 |
Note: This report is to be read with our letter of even date which is annexed as'ANNEXURE A' and forms an integral part of this report
Shalibhadra Finance Limited
3 Kamat Ind. Estate Opp.Sidhi VinayakTemple
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.
2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records.
3. We have not verified the correctnessand appropriatenessof financial records andBooks of Accounts of the company.
4. Where ever required we have obtained Management representation about the complianceof laws rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance asto the future viability ofthe company nor of the efficacy or effectiveness with which the management hasconductedthe affairs of the company.
|Place : Mumbai ||For P. D. Pandya &Associates |
|Date : 3rd June 2015 ||Practising Company Secretary |
| ||(Paresh Pandya) |
| ||Proprietor |
| ||ACSNo. 12123 |