Subway Finance And Investment Company Ltd.
|BSE: 511024||Sector: Financials|
|NSE: N.A.||ISIN Code: INE033F01012|
|BSE LIVE 12:50 | 06 Apr||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 511024||Sector: Financials|
|NSE: N.A.||ISIN Code: INE033F01012|
|BSE LIVE 12:50 | 06 Apr||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Subway Finance & Investment Co. Ltd
For the financial year 2015-16
Names of the past and present Directors of the Company with Director IdentificationNumber
Subway Finance & Investment Co. Ltd.
Your Directors are pleased to present their Annual Report and the Companysaudited financial statement for the financial year ended March 31 2016.
The Companys financial performance for the year ended 31st March2016 is summarised below:
During the year under review the Company reported gross loss from operations of Rs.202800/- as against to profit of Rs. 1706201/- during the financial year 2014-15.
The Company reported Profit Before Tax of Rs. (936089)/- and Loss After Tax of Rs.(936089)/- as against to profit of Rs. 970714/- and Rs. 784486/- respectively for theprevious financial year.
Report on performance of subsidiaries associates and joint venture Companies
The Company did not have any subsidiaries associates or joint ventures during thefinancial year.
Transfer to reserves
During the financial year the Company has incurred loss due to which Company did nottransfer any
Statutory Reserve maintained under Section 45 IC of the RBI Act 1934.
Particulars of loans guarantees or investments under Section 186
The Company is NonBanking Financial Company. Hence particulars of details ofloans guarantee security or investments covered under Section 186 of the Companies Act2013 which is required to furnished are not applicable to the Company.
Although particulars of loans guarantees and investments provided during the financialyear under review has been furnished in Notes to Accounts which forms part of thefinancials of the Company.
Considering the loss incurred in the current financial year your Directors have notrecommended any dividend for the financial year under review.
Change in the nature of business
There was no change in the nature of business of the Company during the financial year.
During the financial year 2015-16 your Company has not accepted any deposit within themeaning of Sections 73 and
74 of the Companies Act 2013 read together with the Companies (Acceptance of Deposits)Rules 2014.
Directors and Key Managerial Personnel
The Board of your Company consists of seven Directors and CFO on the date of thisreport as follows:
The Company has following Directors & KMP in the Company:
All the Directors have rich experience and specialized knowledge in various areas ofrelevance to the Company. The
Company is immensely benefited by the range of experience and skills of the Board is asper the Companies Act 2013 and the SEBI (Listing Obligations and DisclosuresRequirements) Regulation 2015.
Mr. Kalpesh Kanubhai Shah Managing Director (holding DIN: 01227205) retires at theensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment.The Board of Directors recommends the re-appointment of Mr.
Kalpesh Kanubhai Shah as a Director of the Company. The detailed profile of Mr. KalpeshKanubhai Shah recommended for re-appointment is mentioned in the Notice for the AGM.
None of the Directors are disqualified from being appointed/re-appointed as Directorsof the Company as per the disclosure received from them pursuant to Section 164(2) of theCompanies Act 2013.
None of the Non-executive Directors had any pecuniary relationships or transactionswith the Company which may have potential conflict with the interests of the Company atlarge.
Declaration by Independent Director(s) and re-appointment if any
The Company has three Independent Directors on the Board. The Company has receivednecessary declaration from each Independent Director under Section 149 (7) of theCompanies Act 2013 that the Independent Directors of the Company meet the criteria fortheir independence laid down in Section 149 (6) of the Companies Act 2013.
Committees of the Board
The Board of Directors of your Company has constituted the following committees interms of the provisions of the Companies Act 2013 and the SEBI (Listing Obligations andDisclosures Requirements) Regulation 2015:
Nomination and Remuneration Committee
Stakeholders Relationship Committee
The details regarding composition and meetings of these committees held during the yearunder review as also the meetings of the Board of the Board of Directors are given in theCorporate Governance Report which may be taken as forming part of this report
In accordance with the provisions of the Companies Act 2013 read with the rules madethere under and the SEBI (Listing Obligations and Disclosures Requirements) Regulations2015 the Board has carried out formal annual evaluation of its own performanceperformance of its various Committees and individual Directors. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Reportwhich may be taken as forming part of this Report.
Policy on Nomination and Remuneration of Directors KMPs and other employees
In terms of sub-section 3 of Section 178 and Regulation 19 of SEBI (Listing Obligationsand Disclosures Requirements) Regulations 2015 of the Companies Act 2013 theNomination and Remuneration Committee of the Company has laid down a policy on theselection and appointment of Directors and the Senior Management of the Company and theirremuneration including criteria for determining qualifications positive attributesindependence of a Director and other matters.
Extract of Annual Return
The details forming part of the extract of the Annual Return in Form MGT - 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are enclosed as Annexure Ito this report.
The details of the risk management framework adopted and implemented by the Company aregiven in the Corporate Governance Report which may be taken as forming part of thisReport.
Particulars of remuneration to employees
During the financial year 2015-16 no remuneration was paid to any of the Directors ofthe Company.
Particulars of contracts or arrangements made with related parties
There were no new contract or arrangements entered into by the Company with relatedparties referred to in sub-section
(1) of Section 188 of the Companies Act 2013 during the financial year 2015-2016.Hence particulars of related party contracts or arrangements in form AOC - 2 is notapplicable.
Material changes and commitments affecting financial position between the end of thefinancial year and date of report
There are no material changes and commitments affecting financial position between theend of the financial year and date of report.
Directors Responsibility Statement
In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31st March 2016 theBoard of Directors hereby confirmsthat:
a) in the preparation of the accounts for the financial year ended on 31stMarch 2016 the applicable accounting standards have been followed and there are nomaterial departures from the same;
b) the Directors had 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 as at March 31 2016 and of the loss ofthe Company for the year ended on that date;
c) the Directors had taken proper and sufficientcare 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 had prepared the accountsforthefinancialyear ended on 31 stMarch 2016 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 were adequate and were 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.
Management Discussion & Analysis
A separate report on Management Discussion & Analysis is appended to this AnnualReport and forms part of this Directors Report as Annexure II.
Report on Corporate Governance
The compliance with the corporatespecifiedin SEBI (Listing Obligations and Disclosuregovernance provisions
Requirements) Regulation 2015 is not applicable to our Company.
But Company voluntarily complies with the Regulation 34(3) read with Schedule V of theSEBI (Listing Obligations and Disclosure Requirements) Regulation 2015; a detailed Reporton Corporate Governance is enclosed as a part of this Annual Report as AnnexureIII.
Disclosure of Internal Financial Controls
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Statutory Auditors of the Company forinefficiency or inadequacy of such controls.
Auditors and Auditors Report
a) Statutory Auditors
M/s. Priya Choudhary & Associates (Registration No. 011506C) CharteredAccountants Statutory Auditors of the
Company hold office till the conclusion of the ensuing Annual General Meeting and areeligible for re-appointment. They have confirmed their eligibility to the effect thattheir re-appointment if made would be within the prescribed limits under the Act andthat they are not disqualified for re-appointment.
The Notes on the financial statement referred to in the Auditors Report areself-explanatory and do not call for any further comments. The Auditors Report doesnot contain any qualification reservation adverse remark or disclaimer.
b) Secretarial Auditors
The Board has appointed M/s Makarand M. Joshi & Co. Practicing CompanySecretaries to conduct the Secretarial
Audit of the Company for the financial year 2015-2016 as required under Section 204 ofthe Companies Act 2013 and Rules thereunder. The secretarial audit report for financialyear 2015-2016 forms part of the Directors Report as Annexure IV.
The qualification/Observation given by the Company secretary in practice in hissecretarial audit report for the is as follows:financial
The Company has not appointed Company Secretary in whole time employment of the Companywhich is required to be appointed as per Section 203 of the Companies Act 2013 and rulesmade thereunder.
Directors Reply to the observation:
The Company is in the process of finding appropriate candidate for the position ofCompany secretary and it will ensure to appoint such person at the earliest in ensuingfinancial year.
c) Internal Auditors
M/s. Kadhi & Associates Chartered Accountant were appointed the Internal Auditorsof the Company for the financial year 2015--16. Based on the recommendation of the AuditCommittee of the Company the Board of Directors has appointed M/s. Kadhi &Associates Chartered Accountant as the Internal Auditors of the Company for the financialyear 2015-16.
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year five Board
Meetings and four Audit Committee Meetings were convened and held. The details of whichare given in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under Regulation 18 of the SEBI (Listing Obligation andDisclosures Requirements) Regulations 2015.
Corporate Social Responsibility
The Company is not falling in any criteria as mentioned in Section 135 of the Act readwith Companies (Corporate Social Responsibility Policy) Rules 2014 the Act. Henceprovision of CSR is not applicable to the Company.
Your Directors have in compliance with the provisions of Section 177 of the CompaniesAct 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 constituted the Audit Committee of the Board. As on date the members ofthe Audit Committee are Mr Sandeep Padmakant Parikh (Chairman) Mr. Ashok Narottam Tannaand Mr. Dilip Madhubhai Karelia.
The Company has established and adopted Vigil Mechanism and the policy thereof forDirectors and employees of the Company in accordance with the provisions of Companies Act2013 as well as Listing Regulations. During the year under review no personnel of theCompany approached the Audit Committee on any issue falling under the said policy. Thevigil mechanism policy is available on the website www.subwayfinance.in
The properties assets and inventories of your Company are adequately insured.
The Company considers human resources as its most critical asset and is putting inplace various practices to ensure healthy work environment. Industrial relations continuedto be cordial and harmonious throughout the year.
Disclosure under Section 197(12) of the Companies Act 2013 and other disclosures asper rule 5 of companies (Appointment & Remuneration) Rules 2014
The Company is not paying any remuneration to the Directors and KMP of the Company.Further the Company does not have any employees.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
The particulars as required under the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are furnished below
A. Conservation of Energy:
B. Technology Absorption
Efforts made towards technology absorption: Considering the nature of activitiesof the Company there is no requirement with regard to technology absorption.
Benefits derived as a result of the above efforts:Since the Company didmake any technology absorption there was no benefits derived from the same.
In case of imported technology (imported during the last 3 years reckoned from thebeginning of the financial year): no new technology has been imported during the year.
(a) the details of technology imported: Not Applicable
(b) the year of import: Not Applicable
(c) whether the technology been fully absorbed: Not Applicable
(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof: Not Applicable
Expenditure Incurred on Research and Development: The Company has not spent anymoney on Research and Development during the financial year 2015-16.
C. Foreign exchange earnings and outgo
There was no Foreign Currency earning & expenditure during the year.
Disclosure Under Section 43(a)(ii) Of The Companies Act 2013
The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.
Disclosure Under Section 54(1)(d) Of The Companies Act 2013
The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debenture) Rules 2014 is furnished.
Disclosure under Section 62(1)(b) of the Companies Act 2013:
The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62(1)(b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.
Disclosure under Section 67(3) of the Companies Act 2013
During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014 is furnished.
by the regulators DetailsofSignificant
There were no significant/material orders passed by the regulators or courts ortribunals impacting the going concern status of your Company and its operations in future.
Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual
Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013
Your Directors would like to express their grateful appreciation for the assistancesupport and co-operation received from the Financial Institutions Banks GovernmentAuthorities and Shareholders during the year under review.
Your Directors also wish to place on record their deep sense of appreciation for thecommitted services of the employees of the Company at all levels.