Dear Members of Ad-Manum Finance Limited Indore
Your Director(s) are pleased to present their 31st Annual Report and the Company'sAudited Financial Statement for the Financial Year ended March 31st 2017.
1. FINANCIAL RESULTS
The Company's Financial Performance for the year ended 31st March 2017 issummarized below:
|PARTICULARS ||2016-17 ||2015-16 |
|Profit before Depreciation Interest & other adjustments ||66518016 ||68441375 |
|Less : Finance Cost ||47736140 ||57769868 |
|: Depreciation ||3633518 ||4045789 |
|Profit Before Tax ||15148358 ||6625718 |
|Less : Provision for current Income Tax ||3000000 ||1500000 |
|: Income Tax excess provision Written Back ||(275138) ||(2093824) |
|: Provision for NPA ||3773649 ||4673961 |
|Profit for the year ||8649847 ||2545581 |
|Earning per share ||1.15 ||0.34 |
|Add : Balance of Profit B/F From Previous Year ||62192853 ||60156388 |
|Amount available for appropriation ||70842700 ||62701969 |
|APPROPRIATIONS : || || |
|Transfer to NBFC Reserve ||1729969 ||509116 |
|Balance carried to Balance Sheet ||69112731 ||62192853 |
|TOTAL ||70842700 ||62701969 |
Performance of the Company
During the Year Company has achieved total revenue of ' 1375.22 Lakh (Previous year '1394.69 Lakh) and Profit after Tax of ' 86.50 Lakh as against Profit of ' 25.45 Lakh inthe previous year the overall performance remains satisfactory.
For the long term requirement of funds for the growth of the Company the Board'sproposes to retain the profits and decided not to recommend any dividend for the year2016-17 (Previous year Nil) and retain profit for the better opportunities.
Transfer of Amount to Investor Education & Protection Funds (IEPF)
Pursuant to the provisions of the Companies Act 2013 read with the Investor Educationand Protection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016("the Rules") notified by the Ministry of Corporate Affairs New Delhi. Therules inter allia provide for transfer of all shares in respect of which dividend has notbeen paid or claimed by the Shareholders for Seven consecutive years and standing in thename of the respective shareholders as at 31st March 2017 to the Investor Education andProtection Fund (IEPF) set up by the central Government.
Many shareholders did not claim dividend for the financial year 2008-09 and consecutiveseven financial years. Accordingly the company has informed all the shareholders videpublic notice dated 10/11/2016 in Free Press and Choutha Sansar and also sent individualcommunication to all such shareholders who did not claim dividend for last sevenconsecutive years. The Company is in process to comply with the requirement as perrequirements of the law.
Further the dividend remains unpaid-unclaimed in the Company has been given in theCorporate Governance Report attached with the annual report of the Company.
Transfer of Amount to the NBFC Reserves
The Company has transferred ' 1729969/-(Rupees Seventeen Lakh Twenty Nine ThousandNine Hundred Sixty Nine only) to the NBFC Reserves as per requirement of the Directions ofthe RBI to the NBFC Companies (Previous year ' 509116/- Rupees Five Lakh Nine ThousandOne Hundred Sixteen only).
The Credit Rating Agency CRISIL has awarded BBB-/ stable credit rating to the company'sborrowings.
Non Performing Assets and Provisions
The company has ascertained Non Performing Assets under Non Banking Financial (Nondeposit accepting or holding) Company's Prudential norms (Reserve Bank) Directions 2007as amended from time to time and made adequate provisions there against. The company didnot recognize interest income on such Non Performing Assets. The Company has also writtenoff unrecoverable amount as bad debts.
The company does not have any subsidiary joint venture and any associate within themeaning of the Companies Act 2013 either at the beginning or at the end of the financialyear. However the Company is an associate of foreign company namely Agarwal CoalCorporation(s) Pte. Ltd. (Singapore) which hold 36.93% shares in the Company.
Disclosure Under Section 134(3) of the Companies Act 2013 (the Act)
Pursuant to the provisions of Section 134(3) of the Act read along with the Companies(Accounts) Rules 2014. The required information's & disclosures to the extentapplicable to the company are discussed elsewhere in this report and their relevantinformation's are as under:-
9.1 The extracts of Annual Return in the Form MGT-9 as per Annexure - A.
9.2 Policy of company for the appointment of Directors and their remuneration as per Annexure-B.
9. 3 The particulars of related party contracts are enclosed herewith in form AOC-2 asper Annexure -C.
9. 4 The ratio of the remuneration of each director to the median employee'sremuneration and other details in terms of subsection 12 of Section 197 of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this report and is annexed as per Annexure- D.
There is no employee drawing remuneration of ' 850000/- per month or ' 10200000/-per year therefore the particulars of employees as required u/s 197(12) of the CompaniesAct 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are not applicable to the Company.
Risk Management Committee
The company has voluntaryconstituted risk management committee and the policy isdisclosed on the website of the company. (http://www.admanumfinance.com/amfl risk.pdf).
Disclosure of Codes Standards Policies and compliances there under
a) Know Your Customer and Anti money laundering measure policy
Your company has a board approved Know Your Customer and Anti Money Laundering measurepolicy (KYC and AML Policy) in place and adheres to the said policy. The said policy is inline with the RBI Guidelines.
Company has also adheres to the compliance requirement in terms of the said policyincluding the monitoring and reporting of cash and suspicious transactions. There arehowever no cash transactions of the value of more than ' 1000000/- or any suspicioustransactions whether or not made in cash noticed by the company in terms of the saidpolicy.
b) Fair Practice Code
Your company has in place a fair practice Code (FPC) as per RBI Regulations whichincludes guidelines from appropriate staff conduct when dealing with the customers and onthe organizations policies vis-a-vis client protection. Your company and its employeesduly complied with the provisions of FPC.
c) Code of Conduct for Board of Directors and the Senior Management Personnel
Your company has adopted a code of conduct as required under Regulation 17 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 for its Board ofDirectors and the senior management personnel. The code requires the directors andemployees of the company to act honestly ethically and with integrity and in aprofessional and respectful manner. A certificate of the Management is attached with theReport in the Corporate Governance section.
d) Code for Prohibition of Insider Trading Practices
Your company has in place a code for prevention of insider trading practices inaccordance with the model code of conduct as prescribed under SEBI (Prohibition ofInsider Trading) Regulations 2015 as amended and has duly complied with the provisionsof the said code.
e) Whistle blower policy
Pursuant to the provisions of section 177(9) and (10) of the Companies Act 2013 readwith rule 7 of Companies (Meeting of Boards and its powers) Rules 2014 and Regulation 22of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the companyhad adopted a whistle blower policy which provides for a vigil mechanism that encouragesand supports its directors and employees to report instances of unethical behavior actualor suspected fraud or violation of the company's code of conduct policy. It also providesfor adequate safeguards against victimization of persons who use this mechanism and directaccess to the chairman of audit committee in exceptional cases. Policy of the whistleblower of the Company has been given at the website of the Company at http://www.admanumfinance.com/Whistle Blower Policy & Vigil Mechanism%20policy.pdf andattached the same as Annexure E to this report.
f) Prevention Prohibition and Redressal of Sexual Harassment of women at work place
The company has in place a policy on prevention prohibition and redressal of sexualharassment of women at workplace. The primary objective of the said policy is to protectthe women employees from sexual harassment at the place of work and also provides forpunishment in case of false and malicious representations. No compliant however isreceived by the company under the said policy in FY 2016-17.
g) Nomination Remuneration and Evaluation policy (NRE Policy)
The Board has on the recommendation of the nomination and remuneration committeeframed a nomination remuneration and evaluation policy which lays down the criteria foridentifying the persons who are qualified to be appointed as directors and or seniormanagement personnel of the company along with the criteria for determination ofremuneration of directors KMP's and other employees and their evaluation and includesother matters as prescribed under the provisions of section 178 of Companies Act 2013and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. Policy of the Company has been given at the website of the Company athttp://www.admanumfinance.com/Policy%20for%20Remuneration%20to%20Directors%20and%20KMP.pdf and attached the same as Annexure B to thisreport. The details of the same are also covered in Corporate Governance Report formingpart of this annual report.
h) Related Party Transactions Policy
Transactions entered with related parties as defined under section 188(1) of theCompanies Act 2013 and Regulation 23 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 during the financial year were mainly in the ordinarycourse of business and on an arm's length basis and are not material.The related partytransaction policy as formulated by the company defines the materiality of related partyand lays down the procedures of dealing with related party transactions. The details ofthe same are posted on the Company web-site (http://www.admanumfinance.com/Related%20Party%20Transaction%20Policy.pdf).
All related Party Transaction are placed before the Audit Committee and obtained priorapproval. Prior omnibus approval of the Audit Committee is also obtained for thetransaction which are repetitive in nature. A statement of all Related Party Transactionis placed before the Audit Committee for its review on a quarterly basis specifying thenature and value of the transaction.
i) Corporate Social Responsibility Policy
Company has framed Corporate Social Responsibility (CSR Policy) as per the provisionsof Companies (CSR Policy) Rules 2015 which inter alia lays down the guidelines andmechanism directly or indirectly through eligible trust or institutions for undertakingsocially useful projects for welfare of the society. As per the provisions of section 135of Companies Act 2013 along with rules made thereunder the company has constituted aCorporate Social Responsibility Committee. The composition of the CSR Committee and itsterms of reference are given in the Corporate Governance Report forming part of thisannual report. The Company has under an obligation to spend an amount of ' 594996/-(Rupees Five Lakh Ninety Four Thousand Nine Hundred Ninety Six only) being the 2% ofAverage net profit of preceding three financial years and the company has discharged thesaid obligation as per the CSR policy of the company. The details of CSR activities areannexed as per Annexure-F to this report. And the CSR Policy of the Company is posted onits web-site (http://www.admanumfinance.com/csr.pdf).
Listing of Shares of the Company
The equity shares of the company are continued to remain listed on BSE Limited (Scriptcode: 511359). The company has paid the due listing fees to BSE Limited for the financialyear 2017-18 on time.
Branch/Marketing offices of the Company
Your company has established an integrated branch and Marketing offices network tospread the financial operations at different states and locations. At present the companyhas 24 branches as at 31/03/2017.
Directors and Key Managerial Personnel
The Board of Directors of your company consists of 6 Directors During the year VinodKumar Agarwal (DIN:00136613) continued to hold office as Director & Chairman of thecompany Jayanta Nath Choudhury (DIN: 00136766) continued to hold the office asDirector-in-Charge & CEO Dolly Choudhury (DIN: 06935952) continued to hold the officeas Whole-Time-Director.
CA Aseem Trivedi (DIN: 01244851) CA Vishnu Gupta (DIN: 01416704) and Devee PrashadKori (DIN: 00045069) are the Independent Directors of the Company for a term of 5 yearsw.e.f. 1stApril 2014. All Independent Directors have given declaration that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and forms part ofthis report. In the opinion of the Board they fulfill the criteria of Independency.
In accordance with the provisions of Section 152(6) of the Companies Act 2013 readwith relevant provisions of Articles of Association of the company Jayanta Nath Choudhury& Dolly Choudhury the Directors of the company are liable to retire by rotation.
The brief resume of Directors proposed to be appointed/ reappointed nature of theirexpertise in specific functional areas and names of the companies in which they holddirectorship along with their membership/chairmanship of committees of the board asstipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015or provided in the Corporate Governance section along with the Annual Report.
Based on the confirmations received none of the directors are disqualified from beingappointed reappointed as directors in terms of Section 164 of the Companies Act 2013.
CS Mohd. Raees Sheikh a Whole-Time-Company Secretary and Vikas Gupta Chief FinancialOfficer of the company are designated as Key Managerial Personnel of the company as perthe provisions of Section 203 of the Companies Act 2013.
Pursuant to the provision of Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the performance of the Board its committee'sand individual directors are evaluated by number of meetings held time spent in eachmeeting deliberating the issues quality of information/data provided to the members thetime given to them to study the details before each meeting quality of deliberation ineach meeting contribution of each directors the details of decisions taken and measuresadopted in implementing the decision and feedback to the board.
During the FY 2016-17 9 (Nine) Board meetings were convened and held. The interveninggap between the meetings was within the period prescribed under the Companies Act 2013and the SEBI (Listing obligations and Disclosure Requirements) Regulations 2015. Thedetails of the Board meetings held during the year along with the attendance of therespective directors there at are set out in the Corporate Governance Report forming partof this annual report.
Significant/ Material orders passed by the Regulator or Court or Tribunals
There were no significant/material orders passed by any regulator or court or tribunalwhich would impact the going concern status of the company and its future operations.
Internal Audit and Internal Financial Control System
The company has appointed an independent firm of Chartered Accountants for conductingthe audit as per the internal audit standards and regulations. The internal auditorreports their findings to the audit committee of the board. The audit function maintainsits independence and objectivity while carrying out assignments. It evaluates on acontinuous basis the adequacy and effectiveness of internal control mechanism withinteraction of KMP and functional staff.
The company has taken stringent measures to control the quality of disbursement of loanand its recovery to prevent fraud. The company has also taken steps to check theperformance of the functional employees of the company at branch level.
Secretarial Audit Report
Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the BOD of the companyhad appointed M/s D.K. Jain & Co. Practicing Company Secretaries Indore to undertakethe Secretarial Audit of the company for the FY 2016-17. The Secretarial Audit Report forthe FY ended March 31st 2017 is annexed as Annexure - H to this report. The saidreport does not contain any material qualification reservation or adverse remark exceptthe delay caused in the filing of one form which were already filed with the adequateadditional filing fee and has been approved by the ROC/MCA therefore do not calls for anyfurther comment.
Auditor and Auditors Report
At the 28th Annual General Meeting held on 25thSeptember 2014 the members hadappointed M/s Mahendra Badjatya & Co (ICAI Firm Registration Number 001457C) CharteredAccountants as statutory auditors of the company by way of ordinary resolution u/s 139 ofthe Companies Act 2013 to hold office for a term of 3 years from the conclusion of 28thAGM until the conclusion of the 31st AGM of the company to be held in the year 2017.
Further in terms of the provision of Section 139(2) of the Act M/s. Mahendra Badjatya& Co. are not eligible to be reappointed as statutory auditors of the companyconsequent to completion of their term as per the Act. Accordingly it is proposed toappoint M/s SAP Jain & Associates (ICAI Firm Registration Number 019356C) CharteredAccountants as Statutory Auditors of the company to hold the office from the conclusion ofthe ensuing Annual General Meeting till the conclusion of 36th Annual General meeting tobe held in the year 2022 subject to ratification of their appointment at every AnnualGeneral Meeting in this respect is being included in the notice of the 31st AGM for theapproval of the members of the company.
The company has received consent from Statutory Auditor and confirmation to the effectthat they are not disqualified to be appointed as Statutory Auditor of the company interms of the provisions of the Companies Act 2013 and rules framed thereunder.
Further the Notes to the Accounts referred to in Auditors Report are self explanatoryand does not call for any further comment.
Directors Responsibility Statement
The Director's Responsibility Statement referred to Section 134(3) (c) and 134(5) ofthe Companies Act 2013:
a) In the preparation of the annual accounts for the year ended March 31st 2017 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there is no material departures from the same;
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 March 31st 2017 and of the profit andloss account of the company for the year ended on that date;
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 are adequate and operating effectively.
Corporate Governance & Management Discussion and Analysis
Regulation 34 read with Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Companies Act 2013 along with their rules thecorporate governance report management discussion and analysis and the auditor'scertificate regarding compliance of conditions of corporate governance is enclosedherewith as per Annexure - G.
Details of Fraud
There is no fraud as reported by the Auditors to the Central Government which needs tobe disclosed as per requirement of the provisions of section 134(3) (ca) of the CompaniesAct 2013 during the year 2016-17.
Pursuant to the provisions of the Companies Act 2013 along with their rules and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 an Annual Performanceevaluation of the Board the directors individually as well as the evaluation of theworking of the board committees including audit committee and other committees of theBoard of Directors of the company was carried out during the year and is covered under thecorporate governance report forming part of this annual report.
The Company is a non-deposit taking category - B NBFC Company. The company does nothave any public deposits within the meaning of Section 73 of the Companies Act2013.Further that the Company has not accepted any deposit in contravention of theprovisions of the Companies Act 2013 as well as RBI directions.
Adequacy of Internal Financial Controls
The company has an adequate internal financial control backed by sufficient qualifiedstaff system software and special software's. The company has also an internal auditsystem by the external agency.
Committee of the Board
The Company has duly constituted the following committee as per the provisions of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
a) Audit Committee as per section 177 of the Companies Act 2013 and Regulation 18 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
b) Stakeholder Relationship Committee as per section 178 of the Companies Act 2013 andRegulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
c) Nomination and Remuneration Committee as per section 178 of the Companies Act 2013and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
d) Risk Management Committee as per Regulation 21 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
e) CSR Committee as per section 135 of the Companies Act 2013.
f) Internal Committee for Sexual Harassment of Women at the Work Place.
The detail of the composition of all the committees and their respective terms ofreference are included in the Corporate Governance Report forming the part of this annualreport. The committee's meets at the regular interval prescribed in the Companies Act2013 SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and anyother Act applicable if any.
Disclosure as per terms of Paragraph 9bb of Non Banking Financial Companies PrudentialNorms (Reserve Bank) Directions 1998
The desired disclosure is enclosed herewith as per attached Financial Statements.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and outgo
Particulars required u/s 134 (3)(m) of the Companies Act 2013 read with rule 8(3) ofCompanies (Account) Rules on conservation of energy and technology absorption are NIL.There was no foreign exchange earnings and outgoing during the Financial Year.
Compliance of Reserve Bank of India Guidelines
The Company Continue to comply with all the Requirement's prescribed by the ReserveBank of India from time to time.
Chanage in the nature of business
During the year under review there was no change in the nature of business of thecompany and there is no material changes and/or commitments affecting the financialposition of the company during the period from 31st March 2017.
The Board of Directors places its sincere gratitude for the assistance and co-operationreceived from Banks Customers and Shareholders etc. The Directors take this opportunityto express their sincere appreciation for the dedicated services of the executives andstaffs for their contribution to the overall performance of the company.
|Registered Office : ||By Order of the Board |
|Ad-Manum Finance Limited || || |
|CIN : L52520MP1986PLC003405 || || |
|"Agarwal House" Ground Floor || || |
|5Yashwant Colony ||Sd/- ||Sd/- |
|Indore-452003 (MP) ||(Vinod Kumar Agarwal) ||(Jayanta Nath Choudhury) |
|Date: 31/07/2017 ||Director & Chairman ||Director-In-Charge & CEO |
|DIN: 00136613 ||DIN-00136766 |
|Place: Indore |