VISAGAR FINANCIAL SERVICES LIMITED
Your Directors are pleased to present their 23rd Annual Report together with theAudited Financial Statements for the financial year ended March 31 2016 and the AuditorsReport thereon.
| || ||(Rs. In Lacs) |
|Particulars ||Year Ended 31-03-2016 ||Year Ended 31-03-2015 |
|Revenue from Operations ||410.84 ||63.57 |
|Profit before depreciation and Tax ||4.26 ||10.21 |
|Less: Depreciation ||(0.17) ||(0.38) |
|Profit after depreciation and before Tax ||4.09 ||9.83 |
|Less : Provision For Tax ||(1.30) ||(2.50) |
|Less : Deffered Tax ||- ||- |
|Less : Short/ Excess earlier year ||- ||0.12 |
|Net Profit ||2.79 ||7.59 |
|Add: Profit & Loss A/c balance of previous years ||(17.84) ||(28.22) |
|Appropriations: || || |
|Proposed Dividend ||- ||- |
|Interim Dividend ||- ||- |
|Dividend Distribution Tax ||- ||- |
|Transfer to General Reserve ||- ||- |
|Balance c/f to Balance Sheet ||(17.84) ||(20.63) |
Operations and Future Plans
Your Company posted good financial results during the year under review. Turnover ofthe Company has increased from Rs. 63.57 Lakhs to Rs. 410.84 Lakhs. However the expensesduring the year have raised significantly from Rs. 53.35 Lakhs to Rs. 406.75 Lakhs due towhich the net profit of the Company has reduced from Rs. 7.59 Lakhs to Rs. 2.79 Lakhs.
However your Company is optimistic about the coming year. Since the Company is tryingto reduce cost and expand its business your Director are hopeful that the results will bemore encouraging.
In order to plough back the profit your Directors have not recommended any dividendfor the year ended March 31 2016.
The Issued Subscribed & Paid up Capital of the Company as on March 31 2016 standsat Rs. 65018000/- divided into 32509000 Equity Shares of Rs. 2/- each. During theperiod under review the Company has not issued shares with differential voting rights norgranted any stocks options or sweat equity.
Transfer to Reserve
The Board does not propose to make transfer to reserves for the year 2015-16 andinstead intends to retain the net profit of Rs. 278624/- in the Profit & Loss Accountfor the year ended March 31 2016.
Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 of the Act and that of Articles ofAssociation of the Company Mrs. Asha Kothari (DIN: 01040247) Director of the Companyretires by rotation at this Annual General Meeting of the Company and being eligibleoffers herself for reappointment.
During the year under review Ms. Neha Pandey was appointed as an Additional Director(Non-Executive Independent) on the Board of the Company w.e.f. March 30 2016. The Boardrecommends appointment of Ms. Neha Pandey as the Director of the Company for a term of 5years i.e. upto September 29 2021 or as on the date of 28th Annual General Meetingwhichever is earlier.
Your Board has carried out an annual evaluation of its own performance Boardcommittees and individual Directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by SEBI (Listing Obligations andDisclosures Requirement) Regulations 2015.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the Committees was evaluated by the board after seeking inputs fromthe Committee Members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
Board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the Board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.
Meetings of the Board
During the year ended March 31 2016 Seven (7) Board Meetings were held by the Companyon April 30 2015 May 30 2015 August 14 2015 November 09 2015 February 10 2016February 15 2016 and March 10 2016.
Details of Committees of the Board Currently the Company has three (3) Committeesnamely Audit Committee Nomination and Remuneration Committee & StakeholdersRelationship Committee. The detailed composition of various Committees is elucidatedbelow:
i) Audit Committee
The Audit Committee comprises of three Directors namely Mr. Suranjan Upadhyay Mr.Arvind Desai and Mr. Pramod Goenka. The aforesaid Members of the Committee operate in thecapacity of Independent Executive & Non-Executive Director respectively. The Chairmanof the Committee is Mr. Suranjan Upadhyay who is an Independent Non-Executive Director.The recommendations of the Audit Committee are always welcomed and accepted by the Board& all the steps impacting the financials of the Company are undertaken only after theconsultation of the Audit Committee. During the period ended March 31 2016 four (4)Meetings of Audit Committee were held on May 30 2015 August 14 2015 November 09 2015and February 10 2016.
ii) Nomination & Remuneration Committee
The Committee was constituted pursuant to provisions under Section 178 of the CompaniesAct 2013. The Committee consists of three (3) Members namely Mr. Pramod Kumar Goenka(Non-Executive Director) Mr. Suranjan Upadhyay (Independent Non-Executive Director) andMrs. Asha Kothari (Non-Executive Director). During the year ended March 31 2016 Two (2)Committee Meetings were held on May 30 2015 and February 10 2016.
Nomination and Remuneration Committee Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is annexed as "Annexure A" to this report.
iii) Stakeholders Relationship Committee
The Committee oversees all the matters relating to Stakeholdersgrievances/complaints. The role of the Committee is to consider & resolve securitiesholders complaint. The Committee consists of three members namely Mr. SuranjanUpadhyay Mr. Pramod Kumar Goenka and Mr. Arvind Desai. The aforesaid Members of theCommittee operate in the capacity of Independent Non-Executive & Executive Directorrespectively. The Committee is chaired by a Non-Executive Independent Director. During theyear ended March 31 2016 Four (4) Committee Meetings were held on May 30 2015 August14 2015 November 9 2015 and February 10 2016.
Declaration of Independence from Independent Directors
Your Company has received declarations pursuant to Section 149(7) of the Companies Act2013 from all the Independent Directors confirming that they meet the criteria ofindependence laid down under Section 149(6) of the Companies Act 2013. Based on thedeclaration(s) of Independent Directors the Board of Directors recorded its opinion thatall Independent Directors are independent of the Management and have fulfilled theconditions as specified in the Companies Act 2013 rules made thereunder as well asapplicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
Internal Control Systems and their Adequacy
The Management continuously reviews the internal control systems and procedures for theproficient conduct of the Companys business. The Company adheres to the prescribedguidelines with respect to the transactions financial reporting and ensures that all itsassets are safeguarded and protected against losses. The Internal Auditor of the Companyconducts the audit on regular basis and the Audit Committee periodically reviews internalaudit reports and effectiveness of internal control systems. Apart from the above theCompany in consultations with the external and independent consultants adopted a policyfor development and implementation of risk management for the company includingidentification of elements of risk if any that may threaten the existence of the Companyand a mechanism to mitigate the same.
Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 the Directors of your Companyconfirm that:
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
c) 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;
d) the directors had prepared the annual accounts on a going concern basis;
e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Change in the Nature of Business
During the period under review there is no change in the nature of business of theCompany. The Company continues to operate in the NBFC (Non- Banking Financial Company)Sector.
Extract of Annual Return
The extract of Annual Return in Form MGT-9 as required under Section 92 of theCompanies Act 2013 (herein after referred to as "the Act") forms an integralpart of this Report as "Annexure B".
Sexual Harassment Policy
In order to prevent sexual harassment at workplace your Company has adopted a Policyon prevention prohibition and redressal of sexual harassment at workplace in line withthe requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and Rule made thereunder. During the year under review therewere no cases filed or reported pursuant to the provisions of the said Act.
Auditors & their Report
a) Statutory Auditor:
M/s. Sudhir M. Desai & Co. Chartered Accountants Mumbai the Statutory Auditorsretire at the ensuing Annual General Meeting and being eligible offer themselves forreappointment. The Company has received a letter from Auditors to the effect that theirappointment if made it would be within the prescribed limits under Section 139 of theCompanies Act 2013.
The Statutory Auditors M/s. Sudhir M. Desai & Co. Chartered Accountants haveissued their reports on Standalone Financial Statements for the year ended March 31 2016.There are no adverse remarks or qualifications in the said report. The Notes on Accountsreferred to in the Auditors Report are self-explanatory and do not call for anyfurther comments.
Your Directors recommend reappointment of M/s. Sudhir M. Desai & Co. as theAuditors of the Company.
b) Secretarial Auditor:
In compliance with the provisions of Sec 204 and other applicable provisions ofCompanies Act 2013 the Board of Directors have appointed M/s. Rituraj & AssociatesPractising Company Secretary as Secretarial Auditors to undertake secretarial audit of theCompany for the financial year ended March 31 2016. The Secretarial Audit Report isattached herewith marked as "Annexure C" and forms an integral part of thisreport.
The Secretarial Auditor has made and mentioned the following observation in his report:
1) The Company has not appointed Chief Financial Officer (CFO) and CompanySecretary as whole time Key Managerial Personnel under section 203 of the Companies Act2013 read with Rule 8 of the Companies (Appointment of and Remuneration of ManagerialPersonnel) Rules 2014.
2) The composition of Audit Committee under section 177 & Nomination &Remuneration Committee under section 178 of the Companies Act 2013 read with rule 6 ofCompanies (Meeting of Board and its power ) Rule 2014 Clause 49 of the earstlie ListingAgreement and Regulation 18 and 19 of SEBI (Listing Obligations and DisclosureRequirements) have not been properly constituted.
In this respect we would like to submit our response:
1. Even after making deliberate efforts; the Company was unable to appoint ChiefFinancial Officer and Company Secretary during the year. The Company assures you that theCompany will appoint suitable candidates for the post of Chief Financial Officer andCompany Secretary.
2. At present there are two Independent Directors on the Board of the Company out ofwhich one was inducted on March 30 2016. Since prior to March 30 2016 only oneIndependent Director was there on the Board hence the constitution of Audit andNomination & Remuneration Committee is not proper as both the Committees requireatleast two Independent Directors. The Board intends to appoint the other IndependentDirector in the Committees and assures you that in the coming year more IndependentDirectors will be appointed on the Board after which the constitution of the Board as wellas Committees will be in accordance with all the applicable provisions and shall depictthe true essence of an independent and well-informed Board.
Risk Management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate/control theprobability and/or impact of unfortunate events or to maximize the realization ofopportunities. The Company has laid a comprehensive Risk Assessment and MinimizationProcedure which is reviewed by the Audit committee and approved by the Board from time totime. These procedures are reviewed to ensure that executive management controls riskthrough means of a properly defined framework. The policy has been hosted onCompanys website www.vfsl.org.
The Company has not accepted any deposit from the general public within the meaning ofsection 73 of the Companies Act 2013 and the rules made there under.
Particulars of Contracts/ Arrangements with Related Party
During the year there were no related party transactions made in the Companytherefore Form AOC-2 is not applicable to the Company. The policy on materiality ofrelated party transactions and dealing with related party transactions as approved by theBoard may be accessed on the Companys website at the link:http://vfsl.visagar.com/attachments/policyrtp.pdf.
Particulars of Loans Guarantees or Investments by the Company under section186
Details of Loan Guarantees and Investments covered under the provisions of the Actare disclosed in the notes to the Financial Statements.
Material Changes affecting the financial position of the Company
During the year ended March 31 2016 there were no material changes and commitmentsaffecting the financial position of the Company have occurred to which financial resultsrelate and the date of the Report.
Corporate Social Responsibility Committee
Since the provisions as laid down in the Section 135 of the Companies Act 2013 are notapplicable to the Company hence no such Committee has been formed. However Company hadalways tried in its best possible ways to involve itself in social development activities.
Dematerialisation of Shares
Your Company has connectivity with the National Securities Depository Limited (NSDL)& Central Depository Services (India) Limited (CDSL) for dematerialization of itsEquity Shares. The ISIN No INE309H01020 has been allotted for the Company Shares.Therefore the members and/or investors may keep their shareholdings in the electronicmode with their Depository Participant.
As on March 31 2016 87.86% of the paid up Equity Share Capital stands in Demat modeand the remaining 12.14% Equity Shares were held in physical mode the details of whichare as follows:
|Particulars ||No. of Shares ||% of Total Capital |
|Held in Demat form with CDSL ||17143038 ||52.73 |
|Held in Demat form with NSDL ||11420192 ||35.13 |
|Held in physical mode ||3945770 ||12.14 |
Listing of Shares
The shares of your Company are listed at BSE Limited. The applicable Annual Listingfees have been paid to the Stock Exchange for the financial year 2015-16.
The Company does not have any Subsidiary Company.
Vigil Mechanism/Whistle Blower Policy
Pursuant to the provisions of the Companies Act 2013 read with the Companies (Meetingof Board and its Powers) Rules 2014 and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 every listed Company is required to have a VigilMechanism/ Whistle Blower Policy for the Directors and employees to report their concernsand grievances. The Company has a Whistle Blower Policy in place and the same is alsoavailable on the web-site at the web-linkhttp://vfsl.visagar.com/attachments/whistleblowerpolicyVigilmechanism.pdf
The Audit Committee of Directors are entrusted with the responsibility to oversee theVigil mechanism.
Adoption of New Articles of Association of your Company
During the financial year 2015-16 new set of Articles of Association of your Companywere adopted in accordance with the provisions of the Companies Act 2013 read with theRules issued thereunder.
Execution of Listing Agreement
In terms of SEBI issued Circular No. CIR/CFD/CMD/6/2015 dated October 13 2015 readwith SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Companyhad entered & executed a fresh listing agreement with the BSE Limited in the month ofFebruary 2016 i.e. within the time frame of six months of the date of notification ofthe said regulations.
In terms of Regulation 15(1) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the provisions related to Corporate Governance asspecified in Regulation 17 to 27 and Clause (b) to (i) of sub-regulation (2) of regulation46 and para C D and E of schedule V shall not be applicable in respect of companieshaving paid up equity share capital not exceeding Rs.10 crore and Net worth not exceedingRs.25 crore as on the last day of the previous financial year.
As on March 31 2016 the Equity Share Capital is Rs. 65018000 and Net worth is Rs.123238173. Hence the company is not providing a separate report on corporategovernance and also a certificate from the Companys Auditors confirming thecompliance of Corporate Governance. However the Company continues to adhere to the bestpractices prevailing in Corporate Governance and follows the same in its true spirit.
Secretarial Standards of ICSI
Pursuant to the approval given on April 10 2015 by the Central Government to theSecretarial Standards specified by the Institute of Company Secretaries of India theSecretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings(SS-2) came into effect from July 01 2015. The Company is in compliance with the same.
Significant and Material Orders Passed by the Regulators or Courts:
There are no significant and material orders passed by the Regulators/Courts whichwould impact the going concern status of the Company and its future operations.
Management Discussion and Analysis
Management Discussion and Analysis Report is appended to this Annual Report.
Adoption of various policies
The Board of Directors of the Company had adopted various policies during the year asprescribed SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. TheCompany has also adopted a "Code of Practices and Procedures for Fair Disclosure ofUnpublished Price Sensitive Information" and "Code of Conduct to RegulateMonitor and Report Trading by its employees and other connected persons". All theDirectors Senior Management employees and other employees who have access to theunpublished price sensitive information of the Company are governed by this code.
Particulars of Employees
Particulars of employees in accordance with the provisions of Section 197 of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are not given as none of the employees qualifies forsuch disclosure.
Conservation of Energy Technology Absorption and Foreign Exchange Earning & Outgo
There was no technology absorption and no foreign exchange earnings or outgo duringthe year under review. Hence the information as required under Section 134(3)(m) of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 is to be regarded asNil.
The Company has not entered into any technology transfer agreement.
Your Directors take this opportunity to express their grateful appreciation for theexcellent assistance and co-operation received from all our Clients Bankers BusinessAssociates and the Government and other regulatory authorities and thank all stakeholdersfor their valuable sustained support and encouragement towards the conduct of theproficient operation of the Company. Your Directors would like to place on record theirgratitude to all the employees who have continued their support during the year.
By Order of the Board of Directors
For Visagar Financial Services Limited
Chairman & Director
Place: Mumbai (DIN: 00869599)