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Anupam Finserv Ltd.

BSE: 530109 Sector: Financials
NSE: N.A. ISIN Code: INE069B01015
BSE 00:00 | 15 Nov 16.20 0.15
(0.93%)
OPEN

16.15

HIGH

16.20

LOW

16.15

NSE 05:30 | 01 Jan Anupam Finserv Ltd
OPEN 16.15
PREVIOUS CLOSE 16.05
VOLUME 4052
52-Week high 16.50
52-Week low 8.95
P/E 24.92
Mkt Cap.(Rs cr) 17
Buy Price 16.20
Buy Qty 11.00
Sell Price 16.05
Sell Qty 200.00
OPEN 16.15
CLOSE 16.05
VOLUME 4052
52-Week high 16.50
52-Week low 8.95
P/E 24.92
Mkt Cap.(Rs cr) 17
Buy Price 16.20
Buy Qty 11.00
Sell Price 16.05
Sell Qty 200.00

Anupam Finserv Ltd. (ANUPAMFINSERV) - Director Report

Company director report

Dear Members

Your Directors' have pleasure in presenting their 27thAnnual Report alongwith the Audited Financial Statements for the financial year ended March 31st2018.

Financial Results

The financial performance of the Company for the year ended March 31st 2018is summarized below:

(in Rs.)
Particulars Financial Year 2017-18 Financial Year 2016-17
Gross Profit (+) Loss (-) After Interest But Before Depreciation & Taxation 5180511 1930992
Depreciation 27893 -
Profit Before Income Tax After Depreciation 5152618 1930992
Short Provision of Earlier Years (830438) -
Current Tax 1467000 435000
Deferred Tax 5087 -
Net Profit after Tax 4510969 1495992

Performance

Your Company has earned a Net Profit of Rs. 4510969/- for the year under review asagainst a Net Profit of Rs. 1495992/- for the previous financial year.

Deposits

Your Company has not accepted any deposits during the year under review.

Dividend & Reserves

The Directors did not recommend any dividend for the Financial Year ended 31stMarch 2018.

During the year under review no transfers were made to General Reserves except Profitfor year. However Rs. 902194/- transferred to Special Reserve Account and Rs. 341740//-transferred to Provisions towards standard Assets as per NBFC Regulations.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Your Company was not required to transfer any amount to Investor Education andProtection Fund.

Change in the Nature of Business

During the year under review there was no change in the nature of the business of theCompany.

Internal Financial Control

Your Company has in place adequate internal financial control and risk mitigationsystem which are constantly assessed and strengthened. The Internal Auditor periodicallyreviews the effectiveness of the Internal Financial control. Further same is reviewed bythe Audit committee.

Subsidiary/Joint Ventures and Associates

Your Company has no joint ventures subsidiaries associates.

Industrial Relations

Your Company has always considered its workforce as its valuable asset and continues toinvest in their excellence and development programs. The Company has taken severalinitiatives for enhancing employee engagement and satisfaction.

Statutory Auditor

M/s. J K Shah & Co. Chartered Accountants (FRN: 109606W) who are the StatutoryAuditor of the Company; hold the office until the conclusion of the ensuing Annual GeneralMeeting.

Your Board based on the recommendations of the Audit Committee recommended theappointment of M/s JK Shah & Co. (FRN: 109606W) as Statutory Auditors of the Companyto hold office till the conclusion of 28th Annual General Meeting of theCompany. Your Company has received the Certificate under Section 139(1) of the CompaniesAct 2013 read with Companies (Audit and Auditors) Rules 2014 from the Auditor.

Statutory Auditors' Report

The Statements made by the Auditors in their report are self-explanatory and doesn'trequire any comments by the Board of Directors. The Report does not contain anyqualification reservation or adverse remarks.

Cost Auditors' Report

In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules2014 and any amendment thereto Cost Audit is not applicable to the Company.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules madethere under the Company has appointed M/s. Kushla Rawat & Associates CompanySecretary in Practice (C.P. No 12566) to undertake the Secretarial Audit of the Companyfor the F.Y. 2017-2018.

The Secretarial Audit Report is included as “Annexure B” and forms anintegral part of this report. The observation contained in the audit report is selfexplanatory and does not call for any further comments.

Share Capital

During the Financial Year 2017-2018your Company has increased its Authorised ShareCapital from Rs. 8000000/- (Rupees Eighty Lakhs only) divided into 800000 equity sharesof face value of Rs. 10/- each to Rs. 11000000/- (Rupees One Crore Ten Lakhs only)divided into 1100000 equity shares of face value of Rs. 10/- each.

During the Financial Year 2017-2018 your Company has allotted 5000000 (Fifty Lakhs)Equity Shares on preferential basis at par to Non Promoters pari passu to existing equityshares of the Company.

During the year under review your Company has not issued:

A) Equity Shares with Differential Rights B) Sweat Equity Shares C) Employee StockOptions

Extract of Annual Return

The details forming the part of the extract of the Annual Return in Form MGT 9 asrequired under Section 92 of the Companies Act 2013 is included in this Report as“Annexure A” and forms an integral part of this Report.

Conservation of Energy and Technology Absorption

The information relating to conservation of energy and technology absorption by theCompanies:

(A) Conservation of Energy

i. The steps taken or impact on conservation of energy: As the Company is not engagedin any manufacturing activity the conservation of energy is relatively low.

ii. the steps taken by the company for utilizing alternates source of energy: NIL

iii. the Capital Investment on energy conservation equipment's: NIL

(B) Technology Absorption i. the efforts made towards technology absorption: NIL ii.the benefits derived like product improvement cost reduction product development orimport substitution: NIL iii. in case of imported technology (imported during last threeyears reckoned from beginning of financial year)

(a) Details of technology imported: NIL (b) Year of Import: NIL (c) Whether technologyhas been fully absorbed: NIL

(d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof: NIL

iv. The expenditure incurred on Research and Development: NIL

Foreign Exchange Earning and Outgo

During the year under review there were no earnings in foreign exchange and there wasno foreign exchange out go.

Corporate Social Responsibility

The provisions of the Companies Act 2013 relating to CSR expenditure are notapplicable to the Company.

Directors and Key Managerial Personnel

A) Changes in Directors

Resignations:

Mr. Rajesh Dedhia (DIN: 00477958) resigned as Director and CFO; Mrs. Neeta Dedhia (DIN:00969568) resigned as Director and Managing Director Mr. Dipesh Rambhia (DIN: 06882847)and Mr. Mukesh Shah (DIN: 06891581) resigned as Directors on 28-04-2017.

Appointments:

Mr. Pravin Gala (DIN: 00786492) Mrs. Nirmala Gala (DIN: 00894497) Mr. Dhirubhai Desai(DIN: 00340309) Mr. Rajendra Shah (DIN: 00022112) were appointed as Additional Directorson 28-04-2017.

Mr. Pravin Gala (DIN: 00786492) was appointed as CFO and Executive Director Mrs.Nirmala Gala (DIN: 00894497) was appointed as Managing Director and Woman Director Mr.Rajendra Shah (DIN: 00022112) and Mr. Dhirubhai Desai (DIN: 00340309) were appointed asIndependent Director at the 26th Annual General Meeting of the Company held on30th September 2017.

Mr. Siddharth Gala (DIN 08128110) was appointed as Additional Director and Mr. PravinGala (DIN 00786492) as Chairman and Whole Time Director on 17-07-2018.

B) Changes in Key Managerial Personnel

During the year under review Ms. Sheetal Dedhia (ACS 52175) was appointed as CompanySecretary of the Company w.e.f28-05-2018 and also designated as one of the Key ManagerialPersonnel of the Company in terms of Section 203 of the Act read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

C) Declaration by Independent Directors:

The Company has Received necessary declaration from the Independent Directors underSection 149(7) of the Companies Act 2013 that they meet the criteria for Independence aslaid down under Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

D) Board Evaluation :

Pursuant to the provisions of the Companies Act 2013 for the purpose of evaluatingthe performance of the Board as a wholea structured questionnaire was prepared coveringvarious aspects of the Board's functioning composition of the Board and its committeeexecution and performance of specific duties obligations and the same was circulatedamongst the Board of Directors for their feedback. The Board of Directors expressed theirsatisfaction with the evaluation process.

Further in compliance with Regulation 25(4) of SEBI (LODR) Regulations IndependentDirectors also evaluated the performance of Non Independent Directors at a separatemeeting of the Independent Directors.

Number of Meetings of Board of Directors

During the year Board duly met 7(Seven) Times. The details of the number of meetings ofthe Board held during the Financial Year 2017-2018 along with attendance of directorsforms a part of the Corporate Governance Report. The intervening gap between the meetingswas within the period prescribed under the provisions of Section 173 of the Act and SEBI(LODR) Regulations.

Audit Committee

The composition of the Audit Committee and the number of Audit Committee meetings heldduring the Financial Year 2017-2018 forms a part of the Corporate Governance Report.

Vigil Mechanism for Directors and Employees

The Company has a Vigil Mechanism policy to report genuine concerns or grievances. Thedetails form a part of the Corporate Governance Report.

Nomination and Remuneration Committee

The company has policies framed for remuneration and appointment of Directors Keymanagerial personnel and senior management of the company. The composition of Committeeand details of policy forms a part of the Corporate Governance Report.

Particulars of Loans Guarantees or Investments u/s 186 of the Companies Act 2013

The Company has not given any guarantee or security in connection with any loan to anyother body corporate or person in contravention of section 186 of the Companies Act2013.Details of Loans and Investments made by the Company as on 31st March2018 forms the part of Notes to accounts.

Related Party Transaction

The transactions entered into by the Company with Related Parties are at Arm's LengthPrice and in ordinary course of business. Particulars of transactions entered into withrelated party are included as “Annexure C” in form AOC - 2.

Corporate Governance

As per Regulation 27 of SEBI (Listing Obligations and Disclosures Requirements)Regulation 2015 a separate section on corporate governance practices followed by theCompany together with a certificate from the Company's Statutory Auditor's confirmingcompliances forms an integral part of this Report.

Listing

The Equity Shares of the Company are listed on the nationwide trading terminals of BSELtd.

Risk Management Policy

The Company has a robust Risk Management framework to identify evaluate business risksand opportunities. The framework helps in identifying risks exposure and potential impactanalysis for the Company level. The details form a part of the Corporate GovernanceReport.

Remuneration of Directors Key Managerial Personnel and Particulars of Employees

The information required to be disclosed in the Board's Report pursuant to Section 197of the Act read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is attached to this report as Annexure D.

Directors' Responsibility Statement

To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statements in terms of Section134(3)(c) read with Section 134(5) of the Companies Act 2013:

1. That in preparation of the Annual Accounts for the year ended 31st March2018 the applicable accounting standards have been followed along with the properexplanation relating to material departures if any;

2. That the Directors have selected such accounting policies and applied themconsistently and made judgmentsand estimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the Company as at March 312018 and of theprofit of the company for the year ended on that date;

3. That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities.

4. That the Directors have prepared the annual accounts on a going concern basis.

5. That the directors had laid down Internal Financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;

6. That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2)(e) of SEBI (LODR) Regulations is attached with this report.

Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013

The Company is in compliance with the regulations of the Act. The Company has a Policyin place for the same. No case was filed under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

Cautionary Statement

Statements in the Board's Report and the Management Discussion & Analysisdescribing the Company'sobjectives expectations or forecasts maybe forward looking withinthe meaning of applicable laws and regulations. Actual results may differ materially fromthose expressed in the statements.

General

Your Directors confirm that no disclosure or reporting is required in respect of thefollowing items as there was no transaction on these items during the year under review:

1. The Executive and Whole Time Directors of the Company have not received anyremuneration or commission from the Company.

2. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

3. The Company is in regular compliance of the applicable provisions of SecretarialStandards issued by the Institute of Company Secretaries of India.

Acknowledgements

The Board of Directors of the Company acknowledges the continued the support andco-operation extended by the Statutory Authorities Government Authorities Bankers StockExchange Stake holders and employees of the Company.

By Order of the Board of Directors
For Vantage Corporate Services Limited
SD/-
Nirmala Gala
Managing Director
DIN: 00894497
Mumbai 17thJuly 2018

Annexure C” to the Board's Report

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Disclosure of particulars of contracts/arrangements entered into by the company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arms length transactions under third proviso thereto

I. Details of contracts or arrangements or transactions not at arm's length basis

a) Name(s) of the related party and nature of relationship
b) Nature of contracts/arrangements/transactions
c) Duration of the contracts / arrangements /transactions
d) Salient terms of the contracts or arrangements or transactions including the value if any
e) Justification for entering into such contracts or arrangements or transactions Nil
f) Date(s) of approval by the Board
g) Amount paid as advances if any
h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

II. Details of material contracts or arrangement or transactions at arm's length basis

a) Name(s) of the related party and nature of relationship Nipra Financial Services Pvt Ltd Entity in which Directors are interested
b) Nature of contracts/arrangements/transactions Rent Contract
c) Duration of the contracts /arrangements/transactions 1st May 2017 to 31st March 2020
d) Salient terms of the contracts or arrangements or transactions including the value if any The contract is for payment of Rent for use of Premises. The transaction are carried out as part of the ordinary business requirements of the Company and are at arm's length
e) Date(s) of approval by the Board if any 29th May 2017
f) Amount of Transaction/s per annum 290500/-
g) Amount paid as advances if any Nil

 

By Order of the Board of Directors
For Vantage Corporate Services Limited
SD/-
Nirmala Gala
Managing Director
DIN: 00894497
Mumbai 17thJuly 2018

“Annexure D” to the Board's Report

Disclosure pertaining to Remuneration as required under Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 (as amended) are as follows:

1. Ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the Financial Year ended 31st March 2018 thepercentage increase in remuneration of Director CEO CFO and Key Managerial Personnelduring theFinancial Year ended 31st March 2018

Particulars
1. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year
2. The percentage increase in remuneration of each director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year Not applicable since none of the Directors were drawing any remuneration during the period 01-04-2017 to 31- 03-2018
3. The percentage increase in the median remuneration of employees in the financial year
4. the number of permanent employees on the rolls of company
5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration
6. Affirmation that the remuneration is as per the remuneration policy of the company

2. Statement of particulars under Section 197(2) of the Act and Rule 5(2) of of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 for the yearended 31st March 2018 (also includes the details of top ten employees of theCompany in terms of remuneration drawn):

Particulars Mital Nisar Heena Shah Sheetal Chheda Rupali Sawant Jeanette Fernandes
1 Designation of the employee Administration Executive Admin Assistant Compliance Assistant Accountant Receptionist
2 Remuneration received 285000 198000 194819 153000 146367
3 Nature of employment whether contractual or otherwise Permanent Permanent Permanent Permanent Permanent
4 Qualifications and experience HSC HSC CS MCom SY BCom HSC
5 Date of commencement of employment 01-07-2016 01-10-2017 11-09-2017 01-07-2017 03-07-2017
6 Age 31 years 40 yrs 38 years 32 years 49 years
7 The last employment held before joining the company NA NA Priti J Sheth & Associates Shanti Gold Intl Ltd Midday
8 The percentage of equity shares held in the company Nil Nil Nil Nil Nil
9 Whether any such employee is a relative of any director or manager of the company and if so name of such director or manager NA NA NA NA NA

 

By Order of the Board of Directors
For Vantage Corporate Services Limited
SD/-
Nirmala Gala
Managing Director
DIN: 00894497
Mumbai 17th July 2018

Disclosures required under Schedule V of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015

RELATED PARTY DISCLOSURE

Related Party Disclosure as required by AS-18 "Related Party Disclosure”specified under Section 133 of the Act read with rule 7 of Companies (Accounts) Rules2014 are given below:

Key Management Personnel (KMP) & Relatives:

1. Mrs. N.R Dedhia
2. Mr. R.C. Dedhia
3. Mr. Rajendra Shah
4. Mr. Pravin Gala
5. Mr. Darshan Jajal
6. Mr. Dhirubhai Desai
7. J. C. Dedhia (Family)
Associate Concerns:
1. Nipra Financial Services Pvt. Ltd.
2. Anupam Realities Pvt. Ltd
3. Esenes Forgings Ltd.
4. Anupam Stock Broking Pvt. Ltd.
5. Suyojana Impex Pvt. Ltd.

 

Name of the Party Relationship Nature of Transaction 2017-2018 2016-2017
(Rs.) (Rs.)
a. Nipra Financial Services Pvt. Ltd. Related Party Interest paid Nil 71683
Rent paid 290500 Nil
Loan Given Nil Nil
Repayment of Loan Given Nil 3290000
Interest Receivable at year end Nil 64515
b. Anupam Realties Pvt. Ltd Related Party Interest Received 7192 509945
Loan given 2500000 Nil
Repayment of Loan given Nil 7960000
Receivable at year end 2500000 Nil
c. Pravin Gala Director Interest paid 74342 Nil
Loan taken during the year 15105000 Nil
Repayment of Loan taken 15105000 Nil
Payable at year end Nil Nil
d. Anupam Stock Broking Pvt. Ltd. Related Party Interest Received 188205 Nil
Loan Given 23000000 Nil
Repayment of Loan Given 3000000 Nil
Receivable at year end 20000000 Nil
e. Suyojana Impex Pvt. Ltd. Related Party Interest Received 161798 Nil
Loan Given 15859000 Nil
Repayment of Loan Given 2650000 Nil
Receivable at year end 1500000 Nil
Loan taken 10000000 Nil
Repayment of loan taken 10000000 Nil
Payable at year end Nil Nil
j. Mr. Darshan Jajal Director Director sitting fees 7500 Nil
Mr. Dhirubhai Desai Director Director sitting fees 7500 Nil
Mr. Rajendra Shah Director Director sitting fees 12500 Nil