The Members of Wall Street Finance Limited
Your Directors are pleased to present the 30th Annual Report of your Company along withthe Audited Financial Statements for the year ended 31st March 2017.
During the year under review your Company continued its core business activities ofmoney changing and money transfer.
The Company continues to have a stronger focus on money transfer business and undertooka lot of initiatives to further penetrate the markets. In money changing business theCompany consolidated its market position and focused on increasing the retail customersbase. In both these businesses the Company faced significant challenges due to"demonetization " announced by Govt. of India.
Detailed information about the business review outlook and state of affairs of theCompany are included in the Management Discussion and Analysis Report forming part of theAnnual Report.
The financial results of the Company for the year under review are summarized below:
(Rs. in lakhs)
|Particulars || |
| ||31.03.2017 ||31.03.2016 ||31.03.2017 ||31.03.2016 |
|Profit before finance cost depreciation prior period adjustment and tax ||548.89 ||696.46 ||575.76 ||716.31 |
|Less: Finance cost ||457.05 ||459.85 ||454.07 ||459.85 |
|Profit / (Loss) before depreciation and tax ||91.84 ||236.61 ||121.69 ||256.46 |
|Less: Depreciation ||39.88 ||26.14 ||41.45 ||26.34 |
|Net profit / (Loss) before exceptional and extraordinary items and tax ||51.96 ||210.47 ||80.24 ||230.12 |
|Exceptional item ||- ||- ||- ||- |
|Net profit / (loss) before extraordinary items and tax ||51.96 ||210.47 ||80.24 ||230.12 |
|Less: Prior period adjustments ||- ||- ||- ||- |
|Net profit / (loss) before tax ||51.96 ||210.47 ||80.24 ||230.12 |
|Less: Tax for current year ||29.00 ||94.00 ||38.20 ||120.50 |
|Less : MAT credit entitlement for earlier years ||(10.18) ||- ||(10.18) ||- |
|Less: Deferred tax ||(13.25) ||(21.70) ||(14.18) || |
|Profit / (loss) after tax ||46.39 ||138.17 ||66.40 ||131.50 |
|Add: Balance of profit brought forward ||- ||- ||- ||- |
|Surplus carried to balance sheet ||46.39 ||138.17 ||66.40 ||131.50 |
During the financial year the income from operations amounted to Rs. 4392.58 Lakhs asagainst Rs. 4804.41 Lakhs for the previous year recording a marginal decline of 8.57%.The Company has earned profit of Rs. 46.39 Lakhs during the year as against profit of Rs.138.17 Lakhs in the previous year.
At consolidated level during the financial year the income from operations amountedto Rs. 4684.72 Lakhs as against Rs. 4914.70 Lakhs for the previous year recording amarginal decline of 4.68%. The Company has earned profit of Rs. 66.40 Lakhs during theyear as against profit of Rs. 131.50 Lakhs in the previous year.
The Company is engaged primarily in the business of Money Changing and Money Transferand hence there is no separate reportable segment within the criteria as defined underAccounting Standard 17-Segment Reporting. The nature of the Company's activities is suchthat geographical segments are not separately identified.The Company follows prudentialnorms prescribed by the Reserve Bank of India in addition to generally accepted accountingprinciples and standards.
Considering the need to conserve cash your directors deemed it prudent not torecommend a dividend. TRANSFER TO RESERVES
The Company has transferred Rs. 355.35 Lakhs from Statutory Reserve to Surplus (Profit& Loss Account) during the financial year ended 31st March 2017 since the Companyhas voluntarily surrendered it's NBFC License.
During the year under review public deposits amounting to Rs. 1.45 Lakhs (includinginterest of Rs. 0.39 Lakhs) was repaid to a fixed deposit holder and Rs. 0.51 Lakhs(including interest of Rs. 0.12 Lakhs) has been transferred to the Investor Education andProtection Fund (IEPF) on account of it remaining unclaimed and unpaid for a period ofseven years from the date they became due for payment.
Outstanding fixed deposits of public as on 31st March 2017 were Rs. 0.46 Lakhs(including interest of Rs. 0.31 Lakhs) as against Rs. 2.42 Lakhs (including interest ofRs. 0.82 Lakhs) as on 31st March 2016. The Company has no overdue deposits other thanunpaid unclaimed matured deposits.
The details relating to deposits covered under Chapter V of the Companies Act 2013:
(i) Accepted during the year ended 31st March 2017 - NIL
(ii) Remained unpaid or unclaimed as at the end of the year - Rs. 46122/-
(iii) Whether there has been any default in repayment of deposits or payment ofinterest thereon during the year and if so the number of such cases and the total amountinvolved - N.A.
(a) At the beginning of the year - NIL
(b) Maximum during the year - NIL
(c) At the end of the year - NIL
The details of deposits which are not in compliance with the requirements of Chapter Vof the Companies Act 2013: Not Applicable
The working capital requirements of the Company are currently funded by the Company'sbankers at a reasonable cost. Various strengthening and tightening measures employed bythe management have resulted in better utilization of the existing credit facilitiesavailable to the Company and efforts are always on to get facilities from the banker's atthe best possible terms.
UPDATE ON THE INSURANCE CLAIM RELATED TO FRAUDLENT TRANSACTION AT A BRANCH IN SOUTHERNREGION AS REPORTED IN PREVIOUS YEAR REPORT
The Company has already reported last year recovery of substantial amount of Rs. 474Lakhs from Insurance Company against an insurance claim filed in the FY 2011-12 for lossesarising out of some fraudulent transactions at a branch in southern region. The Company isin the process of claiming the balance amount along with claim towards amount of Rs. 2.25Crs. paid to Muthoot Exchange Private Limited towards full and final settlement of alldisputes vide order dated 5th September 2016 under Special Leave Petition No. 3658/2015issued by Supreme Court of India.
In the civil matter disputed by Weizmann Forex Limited in respect of the aforesaidfraud the Hon'ble Court of Principal Sub Civil Judge Kollam Kerala has decreed a sum ofRs. 4.04 Lakhs with interest against the Company and dismissed the balance of Rs. 121.93Lakhs in favor of the Company.
CASH FLOW STATEMENT
In conformity with the relevant provisions of the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (ListingRegulations 2015') the cash flow statement for the year ended 31st March 2017 isattached as part of the Annual Financial Statements of the Company.
SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENT
Pursuant to Section 129(3) of the Companies Act 2013 the consolidated financialstatements for the financial year ended 31st March 2017 includes the performance of itstwo wholly owned subsidiary Companies namely S Global Insurance Advisory Limited andGoldman Securities Private Limited.
In accordance with the provisions of the Companies Act 2013 and the provisions ofAccounting Standard (AS') 21 the consolidated financial statements of the Companyforms part of the Annual Report and shall be laid before the ensuing 30th Annual GeneralMeeting (AGM') of the Company along with the Company's financial statements.Further a statement containing salient features of the financial statements of the whollyowned subsidiary companies in the prescribed format AOC-I forms part of the Annual Report.
In accordance with the third proviso of Section 136(1) of the Companies Act 2013 theAnnual Report of the Company containing therein its standalone and the consolidatedfinancial statements and all other documents as required under the relevant provisions ofthe Companies Act 2013 has been placed on the website of the Company and further as perfourth proviso of the said section audited annual financial statements of the subsidiaryCompanies have also been placed on the website of the Companywww.wallstreetfinanceltd.com .
PERFORMANCE AND FINANCIAL POSITIONS OF WHOLLY OWNED SUBSIDIARY COMPANIES
S Global Insurance Advisory Limited
During the year under review the Company has earned total revenue of Rs. 2.65 Lakhs inFY 2016-17 as compared to Rs. 0.37 Lakhs in the FY 2015-16 and has booked a profit of Rs.1.29 Lakhs in FY 2016-17 as compared to the loss of Rs. (8.29) Lakhs in FY 2015-16.
Goldman Securities Private Limited
During the year under review the Company has earned a total revenue of Rs. 302.65Lakhs in FY 2016-17 as compared to Rs. 338.27 Lakhs in the FY 2015-16 resulting a profitof Rs. 18.71 Lakhs in FY 2016-17 as compared to profit of Rs. 53.55 Lakhs in FY 2015-16.
PARTICULARS OF LOANS INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
The Company has not given any loan guarantees or provided securities during the yearunder review. The particulars of investments made have been disclosed in the note no. 12of standalone financial statements which forms part of the Annual Report.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year under review in compliance of provisions of Section 188 ofthe Companies Act 2013 read with rules framed thereunder and Regulation 23 of the ListingRegulations 2015 approvals of the Board of Directors and Audit Committee were taken fromtime to time wherever required. There being no material' related party transactionsas defined under Regulation 23 of the Listing Regulations 2015.
The details of the related party transactions entered during the year under review areincluded in the note no. 31 forming part of the standalone financial statements whichforms part of the Annual Report.
The Policy of related party transactions and dealing with related party transactions asapproved by the Audit Committee and the Board of Directors is uploaded on the website ofthe Company and link for the same iswww.wallstreetfinanceltd.com/new-pdf/policies_code/Policy_on_Related_Party_Transactions.pdf
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company is into the business of money remittance wherein the remittances sent fromabroad for family maintenance are disbursed to the receiver residing in India and aregoverned by the applicable guidelines prescribed by Reserve Bank of India from time totime.
The details of total foreign exchange earned and used are as under:
(Rs. in Lakhs)
|Particulars || |
For the year ended
| ||31.03.2017 ||31.03.2016 |
|Earnings in foreign currency || || |
|Export of foreign currencies ||21236.12 ||8716.29 |
|Inward Remittance received - Money transfer services ||325031.76 ||393717.34 |
|Expenditure in foreign currency || || |
|Travel expenses ||2.47 ||1.38 |
PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION
Since the Company does not own any manufacturing facility the other particularsrelating to conservation of energy and technology absorption stipulated in Section 134(3)of the Companies Act 2013 read with rule 8(3) of the Companies (Accounts) Rules 2014amended from time to time are not applicable to the Company.
INTERNAL FINANCIAL CONTROLS
The Company has adopted various policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial information.
The internal financial controls are exercised through documented policies guidelinesand procedures. It is supported by regular internal audit conducted by the external firmsof Chartered Accountants appointed by the Audit Committee and the Board. The Auditobservations and corrective actions if any taken thereon are periodically reviewed bythe Audit Committee to ensure effectiveness of the Internal Financial Control System.During the year as part of control assurance process the financial controls werecomprehensively reviewed by an independent consultant appointed by the Company and theywere reported to be satisfactory and acceptable and no material weaknesses in the designor operations were observed. The recommendation of the external firms of CharteredAccountants for improving or further strengthening internal financial controls withreference to the financial statements were accepted by the Management and the same arebeing implemented.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of theCompany which has occurred between the end of the financial year of the Company i.e. 31stMarch 2017 and the date of the Director's report i.e. 30th May 2017.
LISTING OF SECURITIES
Equity Shares of the Company are presently listed on BSE Limited. The annual listingfee for the year 2017-18 has been duly paid to BSE Limited.
UPDATE ON REGULATORY APPROVALS
During the year under review Authorized Dealer Category-II and Money Transfer ServicesScheme (MTSS) Licences in association with Western Union Financial Services has beenrenewed for a period of one year valid till 31st December 2017.
BOARD OF DIRECTORS
In accordance with the provisions of Section 152(6) of the Companies Act 2013 andArticle of Association of the Company Ms. Preeti Malhotra being longest in the officeshall retire at the ensuing AGM and is eligible for the re-appointment. The Boardrecommends her re-appointment at ensuing AGM for the approval of members.
All Independent Directors have provided declarations as required under Section 149(7)of the Companies Act 2013 that they meet the criteria of Independence as laid down underSection 149(6) of the Companies Act 2013 and relevant regulations of the ListingRegulations 2015.
During the year under review in terms of the provisions of Section 149 of theCompanies Act 2013 and Listing Regulations 2015 Ms. Preeti Malhotra is Woman Directoron the Board of the Company.
Mr. Dilip Kumar Modi has been appointed in casual vacancy as a Non-Executive PromoterDirector and also nominated as the Chairman of the Company with effect from 4th April2016 due to resignation submitted by Ms. Divya Tongya Non-Executive Promoter Directorwith effect from the said date.
Further Mr. Saket Agarwal resigned as Non-Executive Non-Independent Director witheffect from 12th October 2016 and Mr. Ramesh Venkataraman has been appointed as anIndependent Director with effect from 12th October 2016.
KEY MANAGERIAL PERSONNEL
The following were the Key Managerial personnels of the Company during the FY 2016-17.
(1) Mr. Arun Ajmera Chief Executive Officer
(2) Mr. Bharat Adnani Chief Financial Officer (resigned with effect from 19th May2016)
(3) Ms. Chaitali Desai Company Secretary
(4) Mr. Dipesh Dharod Chief Financial Officer (appointed with effect from 14thNovember 2016)
FORMAL ANNUAL EVALUATION OF THE BOARD
The Board has carried out the annual evaluation of its own performance and each of thedirectors individually including the independent directors and the Committees of theBoard. The manner in which the evaluation has been carried out is detailed in theCorporate Governance Report which forms part of the Annual Report. Further TheSecurities and Exchange Board of India (SEBI') vide circular no. SEBI/HO/CFD/ CMD/CIR/P/2017/004 dated 5th January 2017 had come up with a "Guidance Note on BoardEvaluation". The Board Evaluation framework of the Company has been appropriatelyamended to align with the said guidance note.
AUDITORS AND AUDITORS REPORT
In accordance with Section 139(2) of the Companies Act 2013 every Company existing onor before the commencement of the Companies Act 2013 which is required to comply with theprovisions of sub-section of Section 139 shall comply with requirements within a periodwhich shall not be later than the date of the first AGM of the company held after threeyears from the date of commencement of this Act i.e. 1st April 2014. M/s. ASA &Associates LLP Chartered Accountants have been associated with the Company as thestatutory auditors for more than 10 years. In compliance of the relevant provisions of theAct the said audit firm were appointed at 27th AGM of the Company held on 29th September2014 for a period of three years as permitted and accordingly their terms will expire atthe conclusion of the ensuing 30th AGM and they will retire as statutory auditor of theCompany. The Board will consider the appointment of new audit firm in place of retiringauditors M/s. ASA & Associates LLP Chartered Accountants in due course and thebusiness related to appointment of new statutory auditors for a period of five consequentyears from the conclusion of 30th AGM till the conclusion of 35th AGM to be held in thecalendar year 2022 will form part of the notice convening 30th AGM for the approval ofmembers at the ensuing 30th AGM.
Explanations by the Board on basis of qualified opinion by the Statutory Auditors
The Company has migrated to new ERP system during the year which has resulted inreconcilliation issues resulting in over/under statement of certain bank accounts tradereceivable and trade payable accounts. The management has resolved majority of thereconciliation issues. In the opinion of management the balance reconcilliation itemswhich are in the process of resolution would not have material impact on the statement ofprofit and loss and the net current assets of the Company.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s D. M. Zaveri & Co. a firm of Company Secretaries in Practice toundertake the secretarial audit of the Company. The secretarial audit report for thefinancial year ended 31st March 2017 does not contain any qualification reservation oradverse remark and the same is enclosed as Annexure I to this Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has framed a CSR policy in compliance of the relevant provisions of theCompanies Act 2013 and the same is uploaded on the website of the Company and link forthe same is www.wallstreetfinanceltd. com/Admin/uploads/pdf/policies_codes/CSR Policy.pdf. The details of the CSR Committee and the amounts unspent during the year is included inthe CSR Annual Report enclosed as Annexure - II forms part of this report.
NOMINATION AND REMUNERATION POLICY
The Company has devised a policy on Nomination Remuneration and Board Diversityincluding criteria for determining qualifications positive attributes independence of adirector and other matters specified under the provisions of Section 178 of the CompaniesAct 2013. The Policy also includes the criteria for nomination appointment and removalof Directors Key Managerial Personnels (KMPs) and Senior Management and to fix theirremuneration. No change in the policy since the last financial year.
During the year all the recommendations of the Audit Committee were accepted by theBoard. The composition of the Audit Committee is given in the Corporate Governance Reportwhich forms part of the Annual Report.
The Company has formulated and implemented a Whistle Blower Policy in terms of ListingRegulations 2015 and Section 177(9) of the Companies Act 2013 to provide vigil mechanismfor employees to report genuine concerns or grievances. Also provides for direct accessto the Chairman of the Audit Committee in exceptional cases. Protected disclosures can bemade by a whistle blower through an e-mail or a letter to the Chairman of the AuditCommittee or Company Secretary. The said policy is available on the website of the Companyand the link of the same iswww.wallstreetfinanceltd.com/new-pdf/policies_code/whistleblowerpolicy.pdf
RISK MANAGEMENT POLICY
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany. The Company has adopted Risk Management Policy in accordance with the ListingRegulations 2015.
MEETING OF THE BOARD
The Board met six times during the year under review. The details of which are given inCorporate Governance report which forms part of the Annual Report. The intervening gapbetween the meetings was within the period as prescribed under the Companies Act 2013 andthe Listing Regulations 2015.
COMMITTEES OF THE BOARD
Currently the Company has five Committees as indicated below:
(1) Audit Committee
(2) Nomination and Remuneration Committee
(3) Stakeholders Relationship Committee
(4) Corporate Social Responsibility Committee
(5) Strategy and Operations Review Committee
With setting up of the Strategy and Operations Review Committee (SORC) on 17thNovember 2016 the roles and scopes of the Compliance and Risk Management Committee hasbeen subsumed by SORC and hence the Compliance and Risk Management Committee standsdissolved with effect from 9th February 2017.
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the report on Corporate Governance forms part of theAnnual Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 (including amendments thereof) forms part of this reportand annexed as Annexure III.
The Company has not paid any remuneration to its Non-Executive Directors exceptpayment of sitting fees to Non-Executive Independent Directors for attending the meetingsof the Board and Committee thereof during the FY 2016-17. The details of the same areprovided in the Corporate Governance Report forms part of the Annual Report.
During the year under review none of the employees of the Company were in receipt ofremuneration in excess of limits prescribed under rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2016. Hence no reporting in this regardwould be required under rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2016.
EXTRACT OF ANNUAL REPORT
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act 2013 read withrelevant rules framed thereunder the extract of Annual Return as on 31st March 2017forms part of this Report as Annexure IV.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act 2013 it ishereby confirmed that:
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(b) the Directors selected 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 as at the end of the financial year and of theprofit and loss of the Company for that period;
(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 laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and are operating effectively; 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.
A separate section on Corporate Governance standards followed by the Company asstipulated under Regulation 27 of the Listing Regulations 2015 alongwith Auditorscertificate thereon forms part of the Annual Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place Sexual Harassment Policy in line with the requirements of theSexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act2013. This policy provides for protection against sexual harassment of women at work placeand for prevention and redressal of such complaints.
There was no complaint received from any employee during the financial year 2016-17.
No significant and material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and the Company's operation in future.
Your Directors would like to place on record their sincere appreciation and gratitudefor the guidance provided by the Reserve Bank of India and other statutory authorities andsupport received from bankers shareholders business associates and the esteemedcustomers during the year under review.
The Directors also wish to thank all the employees for their sincere efforts at alllevels.
| || |
For and on behalf of the Board
| ||Sudip Bandyopadhyay ||Brij Gopal Daga |
|Date : 30th May 2017 ||Director ||Director |
|Place : Mumbai ||DIN - 00007382 ||DIN - 00004858 |