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Wall Street Finance Ltd.

BSE: 511147 Sector: Financials
NSE: N.A. ISIN Code: INE549D01012
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OPEN 33.10
PREVIOUS CLOSE 33.00
VOLUME 2413
52-Week high 42.40
52-Week low 23.30
P/E 59.11
Mkt Cap.(Rs cr) 38
Buy Price 33.10
Buy Qty 587.00
Sell Price 0.00
Sell Qty 0.00
OPEN 33.10
CLOSE 33.00
VOLUME 2413
52-Week high 42.40
52-Week low 23.30
P/E 59.11
Mkt Cap.(Rs cr) 38
Buy Price 33.10
Buy Qty 587.00
Sell Price 0.00
Sell Qty 0.00

Wall Street Finance Ltd. (WALLSTREETFIN) - Director Report

Company director report

To

The Members of Wall Street Finance Limited

Your Directors are pleased to present the 29th Annual Report of your Company along withthe Audited Financial Statements for the year ended 31st March 2016.

OVERVIEW

During the year under review your Company continued its core business activities ofmoney changing and money transfer. The Company had a stronger focus on money transferbusiness and undertook a lot of initiatives to further penetrate the markets. In moneychanging business the Company consolidated its market position and focused on increasingcustomers base. The Company has also started the domestic remittance business inpartnership with our group company Spice Digital Limited. The continous efforts have beenmade to improve internal systems and procedures in compliance of the extant guidelines ofReserve Bank of India which has resulted in improving the operations and revenue of theCompany.

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.

FINANCIAL RESULTS

The financial results of the Company for the year under review are summarized below:

(Rs. in lakhs)

Particulars Standalone Consolidated
31.03.2016 31.03.2015 31.03.2016 31.03.2015
Profit before finance cost depreciation Prior Period Item and tax 696.46 692.17 716.31 675.19
Less: Finance Cost 459.85 421.12 459.85 421.12
Profit / (Loss) before depreciation and tax 236.61 271.05 256.46 254.07
Less: Depreciation 26.14 61.89 26.34 62.03
Net profit / (Loss) before exceptional and
210.47 209.16 230.12 192.04
Extraordinary Items and Tax
Exceptional item - - - -
Net profit / (Loss) before Extraordinary Items and Tax 210.47 209.16 230.12 192.04
Less: Prior period adjustments - - - 0.20
Net profit / (Loss) before tax 210.47 209.16 230.12 191.84
Less: Tax for current year 94.00 71.00 120.50 71.00
Less : MAT credit entitlement - (9.24) - (9.24)
Less: Deferred Tax (21.70) (4.47) (21.88) (4.47)
Profit / (Loss) after tax 138.17 151.87 131.50 134.55
Add: Balance of profit brought forward 108.57 35.32 78.55 22.61

 

Particulars Standalone Consolidated
31.03.2016 31.03.2015 31.03.2016 31.03.2015
Profit available for appropriation 246.74 187.19 210.05 157.16
APPROPRIATION - - - -
(a) Less : Transfer to statutory reserve 27.63 30.37 27.63 30.37
(b) Less : Adjustment of fixed asset as per the Companies Act 2013 - 69.70 - 69.70
(c) Deffered tax adjustment on the assets - 21.44 - 21.44
Surplus carried to balance sheet 219.11 108.57 182.42 78.53

During the financial year the income from operations amounted to Rs. 4804.41 Lakhs asagainst Rs. 4315.72 Lakhs for the previous year recording a marginal growth of 11.32 %.The Company has earned profit of Rs. 138.17 Lakhs during the year as against profit of Rs.151.87 Lakhs in the previous year.

At consolidated level during the financial year the income from operations amountedto Rs. 4914.70 Lakhs as against Rs. 4316.28 Lakhs for the previous year recording amarginal growth of 13.86%. The Company has earned profit of Rs. 131.50 Lakhs during theyear as against profit of Rs. 134.55 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 issuch that geographical segments are not separately identified.

DIVIDEND

Considering the need to conserve cash your directors deemed it prudent not torecommend a dividend.

TRANSFER TO RESERVES

The Company has transferred Rs. 27.63 Lakhs to statutory reserve pursuant to Section 45-1C of the RBI Act 1934 during the financial year ended 31st March 2016.

PUBLIC DEPOSITS

Your Company was converted into Non-Deposit Accepting Non-Banking Finance Company witheffect from 4th June 2010 and since then it had stopped accepting fresh fixed depositsand also renewing existing fixed deposits from public and had started repaying the fixeddeposits along with the interest thereon upon their maturity from the Escrow Accountcreated for the purpose.

During the year under review public deposits amounting to Rs. 0.49 Lakhs (includinginterest of Rs. 0.13 Lakhs) was repaid to a fixed deposit holder and Rs. 1.56 Lakhs(including interest of Rs. 0.20 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 2016 were Rs. 2.42 Lakhs(including interest of Rs. 0.82 Lakhs) as against Rs. 4.47 Lakhs (including interest ofRs. 1.15 Lakhs) as on 31st March 2015. 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 2016 - NIL

(ii) Remained unpaid or unclaimed as at the end of the year – Rs. 2.42 Lakhs

(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: NIL

BORROWINGS

The working capital requirements of the Company are currently funded by theCompany’s bankers at a reasonable cost. Various strengthening and tightening measuresemployed by the management have resulted in better utilization of the existing creditfacilities available to the Company and efforts are always on to get facilities from thebanker’s at the best possible terms.

Your Company continues to honour within prescribed time all its obligations withrespect to payment of statutory dues and interest on borrowings repayment of maturedpublic fixed deposits and transfer of matured unclaimed and unpaid deposits to IEPFaccount from time to time.

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 matterrelated to recovery of balance of Rs. 20.54 Lakhs is being purused by the Company and thesame is under process.

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 2016 isattached as part of the Annual Financial Statements of the Company.

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENT

During the year under review the Company has acquired 100% equity shares of GoldmanSecurities Private Limited (GSPL) on 14th December 2015 and accordingly pursuant toSection 129(3) of the Companies Act 2013 the consolidated financial statements for thefinancial year 2015-16 includes the performance of its two wholly owned subsidiaryCompanies namely S Global Insurance Advisory Limited for the financial year ended 31stMarch 2016 and GSPL for the period from 1st December 2015 being the nearest date offinancials to 31st March 2016.

In accordance with the provisions of the Companies Act 2013 and the provisions ofAccounting Standard (‘AS’) 21 the consolidated financial statements of theCompany form part of the annual report and shall be laid before the ensuing 29th AnnualGeneral Meeting 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 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. 0.37 Lakhs inFY 2015-16 as compared to Rs. 0.56 Lakhs in the FY 2014-15 and has incurred a loss of Rs.(8.29) Lakhs in FY 2015-16 as compared to loss of Rs. (17.32) Lakhs in FY 2014-15.

Goldman Securities Private Limited

The revenue of Goldman Securities Private Limited for the period from 1st December2015 to 31st March 2016 was Rs. 110.26 Lakhs and Profit Before Tax (PBT) was Rs. 27.94Lakhs.

UPDATE ON REGULATORY APPROVALS

During the year under review Authorized Dealer Category-II Licence has been renewedfor a period of nine months valid till 6th January 2017. The Company is also licensed byRBI to conduct business of Money Transfer Services Scheme (MTSS) in association withWestern Union Financial Services.

The Board of Directors at their meeting held on 14th December 2015 has decided tovoluntarily surrender NBFC Licence to RBI and focus more on the current businesses namelyMTSS and FFMC since the said business were not covered by the Principal Business Criteria(PBC) as laid down by RBI for NBFC licence and the Company has not been involved in anylending and investment activities as required under RBI norms for NBFC Licence. Theapplication in this connection was filed to RBI on 22nd December 2015 and accordinglyRBI has issued an order dated 30th May 2016 for cancellation of certificate ofRegistration of NBFC issued to the Company under Section 45-IA(6) of the RBI Act 1934.

ACCOUNTS

Your Company undertakes two activities namely Money Changing and Money TransferServices. The Company follows prudential norms prescribed by the Reserve Bank of India inaddition to generally accepted accounting principles and standards.

PARTICULARS OF LOANS INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED

The Company has not given any loan guarantees and 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 and Regulation 23 of the Listing Regulations 2015 approval ofthe Board of Directors and Audit Committee were taken from time to time whereverrequired. There being no ‘material’ related party transactions as defined underRegulation 23 of the Listing Regulations 2015.

The approval of the shareholders was also taken to purchase 5110000 equity shares offace value of Rs. 10 each at par aggregating of Rs. 51100000/- of Goldman SecuritiesPrivate Limited held by Smartvalue Ventures Private Limited holding Company as the saidtransaction was not in ordinary course of business and the value involved in thetransaction exceeded limits as prescribed under Section 188 of the Companies Act 2013 andrules framed thereunder. The particulars of transaction with Smartvalue Ventures PrivateLimited is included in Form AOC-2 foms part of annual report.

The details of the related party transactions entered during the year under review areincluded in the note no. 31 forms part of the standalone financial statements.

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 ishttp://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. Within the ambit of the applicable law the Company is taking suitable steps toincrease its business.

The details of total foreign exchange earned and used are as under:

(Rs. in Lakhs)
Particulars

For the year ended

31.03.2016 31.03.2015
Earnings in foreign currency
Export of foreign currencies 8716.29 5895.03
Inward Remittance received - Money transfer services 393717.34 374653.00
Expenditure in foreign currency
Travel expenses 1.38 0.86

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 2014 arenot 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 ofreliable financial information.

The internal financial control is exercised through documented policies guidelines andprocedures. It is supported by regular internal audit conducted by the external firms ofChartered 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 Audit Committee andthe Board and it was reported to be satisfactory and acceptable and no material weaknessesin the design or operations were observed.

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 2016 and the date of the Director’s report i.e. 12th August 2016.

LISTING OF SECURITIES

The Equity Shares of the Company are presently listed on BSE Limited. The annuallisting fee for the year 2016-17 has been duly paid to BSE Limited.

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 Annual General Meeting (AGM) and is eligible for there-appointment. The Board recommends her re-appointment at ensuing AGM for the approval ofmembers.

All Independent Directors has provided a 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 and Ms. DivyaTongya were Women Directors on the Board of the Company.

Mr. Subroto Chattopadhyay Non-Executive Indepedent Director has resigned with effectfrom 1st May 2015.

Mr. Dilip 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 has also been appointed as a Non-Executive Non-IndependentDirector with effect from 3rd May 2016.

KEY MANAGERIAL PERSONNEL

The following were the Key Managerial personnels of the Company during the FY 2015-16.(1) Mr. Arun Ajmera Chief Executive Officer (2) Mr. Bharat Adnani Chief FinancialOfficer (resigned w.e.f. 19th May 2016) (3) Ms. Chaitali Desai Company Secretary

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.

AUDITORS AND AUDITORS REPORT

M/s ASA & Associates LLP Chartered Accountants Mumbai were appointed at the 27thAnnual General Meeting held on 29th September 2014 as the statutory auditors of theCompany to hold office until the conclusion of the Annual General Meeting to be held inthe calendar year 2017 subject to ratification of their appointment in every AnnualGeneral Meeting. The Company has received a letter from the auditors to the effect thattheir re-appointment to hold office from the conclusion of this Annual General Meetingtill the conclusion of next Annual General Meeting if made would be within theprescribed limits under Section 141(3)(g) of the Companies Act 2013 they fulfill thecriteria as provided in Section 141 of the Companies Act 2013 and are not disqualifiedfor their re-appointment.

The notes on 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 or adverse remark.

SECRETARIAL AUDITORS

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 2016 is enclosed as Annexure I to this Report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.

CORPORATE SOCIAL RESPONSIBILITY

As part of its Corporate Social Responsibility (CSR) initiative the Company hasundertaken project in compliance of the CSR provisions as prescribed under the CompaniesAct 2013 and rules framed thereunder. The details of the CSR Committee and the amountsspent during the year is included in the CSR Annual Report enclosed as Annexure – IIforms part of this report.

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 http://wallstreetfinanceltd. com/Admin/uploads/pdf/policies_codes/CSRPolicy.pdf.

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.

There has been no change in the policy since the last financial year.

AUDIT COMMITTEE

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.

VIGIL MECHANISM

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 ishttp://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 seven time during the year under review. The details of which are givenin Corporate 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

The Strategy and Performance Review Committee was disloved by the Board at theirmeeting held on 14th December 2015 since all such matters are reviewed and discussed bythe board regularly. Currently the Company has five Committees as indicated below:

(1) Audit Committee

(2) Nomination and Remuneration Committee (3) Stakeholders Relationship Committee (4)Compliance and Risk Management Committee (5) Corporate Social Responsibility Committee

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 2015-16. 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 2016forms 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 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 as at the end of the financial year andof the 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 the 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 are operatingeffectively; and

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

CORPORATE GOVERNANCE

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.

EMPLOYEE STOCK OPTION PLAN

The Company vide shareholders’ approval at annual general meeting held on 20thSeptember 2013 issued an ESOP scheme namely "Wall Street Finance Employees StockOption Scheme-2013" (The Scheme) under the SEBI (ESOS & ESPS) Guidelines 1999.The Company has also obtained ‘In Principle Approval’ from BSE Limited on 27thNovember 2013 for allotment of 1100000 Equity Shares at Rs.10/- each under the saidScheme.

No options were granted till date to any employees and Directors of the Company.

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 2015-16.

REGULATORY ACTION

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.

ACKNOWLEDGEMENT

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
Dilip Modi
Date : 12th August 2016 Chairman
Place : Mumbai DIN : 00029062