The Members of Banas Finance Limited
Your Directors have pleasure in presenting the 36th Annual Report along with theAudited Accounts for the financial year ended March 31 2019.
Summary of the Company's financial performance for F.Y. 2018-2019 as compared to theprevious financial year is given below:
| || ||(Figures in Lakhs) |
|Particulars ||F.Y. 2018 2019 ||F.Y . 2017 2018 |
|Income from share trading ||341.49 ||243.13 |
|Income from finance activities ||158.67 ||176.93 |
|Total operational revenue ||500.16 ||420.06 |
|Other incomes ||38.89 ||7.06 |
|Total revenue ||538.05 ||427.13 |
|Profit before dep. & int. ||89.11 ||14.48 |
|Depreciation ||0.11 ||- |
|Interest ||1.81 ||0.57 |
|Profit after depreciation & interest ||87.19 ||13.91 |
|Current tax ||- ||0.76 |
|Deffered tax ||1.39 ||(0.03) |
|Tax of earlier years ||(163.00) ||1.30 |
|Profit/ loss after tax ||248.80 ||11.87 |
|Other comprehensive income for the year ||- ||- |
|Balance carried to balance sheet ||248.80 ||11.87 |
The company is mainly engaged into business of Finance and trading from which companyhas generated its revenue. During the year under review Company's total revenue hasincreased to Rs. 538.05 lakhs from Rs. 427.13 lakhs as compared to previous financial yearand thereby registering an increase of 25.97. % The Company has also managed to controlits administrator expenses the Company gained profit of Rs. 248.80 Lakhs as compared toprofit of Rs. 11.87 Lakhs in previous year. The management of the Company is veryoptimistic regarding performance of the Company in future and taking every steps andmaking every efforts to turn the Company in to profitable organization.
With view to conserve financial resources of the company directors do not recommendany dividend on Equity Shares for the year under review.
CHANGES IN SHARE CAPITAL
During the year under review the Company has not issued any shares. The Company hasnot issued shares with differential voting rights. It has neither issued employee stockoptions nor sweat equity shares as on March 31 2019.
Your Company has not accepted any deposits within the meaning of Section 73 (1) and 74of the Companies Act 2013 read together with the companies (Acceptance of Deposits)Rules 2014.
AMOUNTS TO BE TRANSFERRED TO RESERVES
In the view of continuous losses no fund was transferred to General Reserve andStatutory Reserves as per provision of Section 45 (i)(c) of the Reserve Bank of India Act1934. This year company has loss and hence company has not transferred the amount as perthe requirement.
CHANGE IN DIRECTORS AND KMP:
|Sr. No. ||Name of Director/KMP ||Designation ||Particulars ||Date |
|1. ||Ms. Kajol Tak ||Company Secretary ||Resignation ||31/0 3/2 019 |
|2. ||Ms. Nikita Joshi ||Company Secretary ||Resignation ||19/0 4/2 018 |
|3. ||Ms. Vibhuti Vadia ||CFO ||Appointment ||04/0 7/2 018 |
|4. ||Ms. Kajol Tak ||Company Secretary ||Appointment ||04/0 7/2 018 |
DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134 (3) (c) and 134 (5) of the CompaniesAct 2013 and based on the information provided by management your Directors' statethat:
a) In the preparation of the annual accounts for the financial year ended 31st March2019 the applicable accounting standards have been followed.
b) Directors have selected such Accounting policies applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the State of affairs of the corporation as at the end of March 31 2019 and of theprofit of the Company for the year ended on that date.
c) Director have taken Proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities.
d) Directors have prepared the annual accounts on a going concern' basis.
e) Director have laid down internal financial controls commensurate with the size ofthe Company and that such financial controls were adequate and were operating effectively.
f) Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.
DECLARATION OF INDEPENDENCE BY DIRECTORS:
The Non-executive Independent Directors of the Company viz. Mr. Hardikkumar BharatbhaiKabariya Ms. Jyotsa-na Bhatt and Mr. Anubhav Maurya (Resigned on 14/08/2019) haveaffirmed that they continue to meet all the requirements specified underRegulation16(1)(b)of the listing regulations in respect of their position as an"Independent Director" of Banas Finance Limited.
POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Company adheres to the requirements prescribed in the Companies Act 2013 rulesand amendments made there under and SEBI regulations for the Appointment and Remunerationof the Directors of the Company.
The policies of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Act is available onthe website of the company on the following linkhttps://banasfinance.files.wordpress.com/2017/06/policy-on-selection-remuneration-of-director2.pdf
FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD AND THAT OF ITS COMMITTEES ANDINDIVIDUAL DIRECTORS:
Pursuant to the provisions of section 134(3)(p) The Companies Act 2013 evaluation ofperformance of all Directors is undertaken annually. The Company has implemented a systemof evaluating performance of the Board of Directors and of its Committees and individualDirectors on the basis of a structured questionnaire which comprises evaluation criteriataking into consideration various performance related aspects execution of specificduties obligations and governance. The Board of Directors has expressed its satisfactionwith the evaluation process
Company has appointed M/s A.M. Gohel & Co. Chartered Accountants as an InternalAuditor F.Y 2018-19.
M/s. Pravin Chandak & Associates Chartered Accountants having Firm RegistrationNo. 116627W whose term expired in this AGM is hereby reappointed as Statutory Auditors ofthe Company in this 36th Annual General Meeting of the company for a period of second termof 3 consecutive years till the conclusion of 39th Annual General Meeting of the companyto be held in the year 2022. They will continue to be Statutory Auditors till F.Y.2021-22. The Statutory Auditors have confirmed their eligibility pursuant to section 139of the Companies Act 2013.
Vide notification dated May 7 2018 issued by Ministry of Corporate Affairs therequirement of seeking ratification of appointment of statutory auditors by members ateach AGM has been done away with. Accordingly no such item has been considered in noticeof the 36th AGM.
Observations made in the Auditors' Report are self-explanatory and therefore do notcall for any further comments under Section 134 (1) of the Companies Act 2013.
COMMENTS ON OBSERVATION MADE BY STATUTORY AUDITORS:
M/s. Pravin Chandak and Associates Practicing Chartered Accountant in his IndependentAuditor Report for financial year 2018-19 have drawn the attention of the management onsome Prudential Norms of NBFC which have been marked as qualification in his report. Inconnection with the same management here with gives the explanation for the same asfollows: The Management is of having view that that the Company is Small NBFC as comparedto other giants in the market. Company had not accepted any deposits from public. TheCompany is doing business out of its own fund. The Company operates its business with atmost care and diligence. As far as making of Loan and Advances are concerned managementgrants demand loan only either to the parties known to the Company or by reference whichare governed by the Board policies.
With regards to appropriateness of internal control system is concerned management ishaving views that the company has an effective and sufficient internal control system inplace for granting of loans management grants loans only either to the parties known tothe Company or by references which are governed by the Board policies. The Loan andAdvances granted by the Company has been closely supervised and monitored on regularbasis. However as per recommendation of Auditors the Company is under process tostrengthen its controls procedures. And one more observation made by auditor about loansgiven to few parties wherein no interest is charged/less interest is charged.
The management inform that these loans are old and to recover the principal amount fromthe party is very difficult and in order to avoid bad debt of this loan Company has notcharged interest but company will take note in future. The Company has obtainedregistration for profession tax and is in process to pay outstanding balance of professiontax under Amnesty Scheme of Government of Maharashtra.
Pursuant to the requirements of Section 204(1) of the Act and Rule 9 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Paresh D Pandya & Associates. Practicing Company Secretaries toconduct the Secretarial Audit for the financial year 2018-19. The Secretarial Audit Reportas received from M/s Paresh D Pandya & Associates is appended to this Report asAnnexure I.
COMMENTS ON OBSERVATION AND QUALIFICATION MADE BY SECRETARIAL AUDITORS:
M/s Paresh D Pandya & Associates Company Secretary in Practice in his SecretarialAudit Report for financial year 2018-2019 have drawn the attention of the management onsome of the non-compliances which have been marked as qualification in his report. Inconnection with the same management herewith give the explanation for the same as follows:As per Regulation 17(8) of securities and exchange board of India (Listing obligation andDisclosure requirement) regulation 2015 chief financial officer certificate should besigned by the CFO.
Management explained that as the CFO of the Company has resigned so during that periodcasual vacancy has arises for CFO and hence the certificate was signed by managingdirector of the company. As per companies act 2013 if the office of any whole-time KMP isvacated the position so vacated must be replaced with another appropriate personnelwithin six months from the date of such vacancy so therefore the company was under theprocess to appoint new CFO within the time period.
And other observation was that the Company has made delayed in submission of reportsand information to the Reserve Bank of India as required to be made during the year underreview.
Management explained that due to technical issue RBI website was not working hencewere not able to submit the data but we have email the report and other appropriateinformation to RBI via email within the time period. And Company has given loans to fewparties wherein no interest is charged/less interest is charged.
The management informed that these loans are old and to recover the principal amountfrom the party is very difficult and in order to avoid bad debt of this loan Company hasnot charged interest but company will take note in future.
NUMBER OF MEETINGS OF THE BOARD:
The Board meets at regular intervals to discuss. The intervening gap between the twoconsecutive meetings did not exceed 120 days as prescribed under the Companies Act 2013The details of the number of meetings of the Board held during the Financial Year 2018-19forms part of the Corporate Governance Report.
COMMITTEES OF THE BOARD:
The Board of Directors has the following Committees: 1. Audit Committee 2. Nominationand Remuneration Committee 3. Stakeholders' Relationship Committee
The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
As per Adjudication Order No.EAD/BJD/BKM/7-14/2018-19 dated 27/04/2018 passed by SEBIunder section 15-I of SEBI Act 1992 read with Rule 5 of SEBI (Procedure for HoldingInquiry and Imposing Penalties by Adjudicating Officer) Rules 1995 in matter of BanasFinance Limited the SEBI has imposed joint penalty of Rs.10 lakhs on Company and itspromoter Handful Investrade Private Limited under section 15A and 15B of SEBI Act due tofailure in making disclosures by the Company and Handful Investrade Private Limited underregulation 7(3) 8(3) of SAST Regulations 1997 and Regulation 13(6) of SEBI (PIT)Regulations 1992 upon acquisition of shares more than 5% on preferential basis of companyby Handful Investrade Private Limited. Further both BANAS and HANDFUL has preferred anappeal before SAT and on 26th July 2019 SET quashed and set aside the panaltyimposed by adjudicating officer of SEBI.
Other than the above there is no significant and material orders passed by theRegulators/Courts that would impact the going concern status of the Company and its futureoperations.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:
No material changes and commitments affecting the financial position of the Companyoccurred during Financial Year 2018-19 till the date of this report. Further there was nochange in the nature of business of the Company. There are no details in respect of fraudsreported by auditors under section 143 of the Companies Act 2013
SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES:
During the year no company has become or ceased to be a subsidiary joint venture orassociate of the Company.
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. In compliance withRegulation 34 and Schedule V of SEBI Listing Regulations 2015 report on the CorporateGovernance along with a certificate from the Statutory Auditors of the Company oncompliance with the provisions is annexed and forms part of the Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
In line with the requirements of the Companies Act 2013 and Listing Regulations 2015all Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is obtained for Related Party Transactions on yearlybasis for transactions which are of repetitive nature and / or entered in the OrdinaryCourse of Business and are at Arm's Length. All Related Party Transactions entered duringthe year 2018-19 were in Ordinary Course of the Business and on Arm's Length basis; andthere were no material contracts and arrangements.
The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC - 2 are appended as Annexure II.
EXTRACT OF ANNUAL RETURN:
Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act readwith Rule 12 of Companies (Management and Administration) Rules 2014 an extract ofAnnual Return in prescribed Form MGT-9 is given in the Report as Annexure III.
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:
In terms of the provisions of Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining the disclosures pertaining to remuneration and other details as required underthe Act and the above Rules are provided in the Annual Report. The disclosures asspecified under Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 have been appended to this Report as Annexure IV.
During Financial year 2018-19 no postal ballot was conducted by the company.
RISK MANAGEMENT AND INTERNAL CONTROLS:
The Board has reviewed the Risk assessment and Minimization procedure as per Regulation17 (9) of the SEBI (LODR) Requirements 2015; there are no material risk which in theopinion of the management affects the continuity and existence of the business. Thedetails of the risks faced by the Company and the mitigation thereof are discussed indetail in the Management Discussion and Analysis report that forms part of the AnnualReport. The Company has in place the internal control framework in commensurate with thesize of the Company. However Company is trying to strengthen the same. The Board hasadopted policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to the company's policies the safeguarding of its assetsthe prevention and detection of fraud error reporting mechanism the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of investments covered under the provisions of Section 186 of the CompaniesAct 2013 will be produced for verification to the members on their specific request.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
In view of the nature of activities which are being carried on by the Company theparticulars as prescribed under Section 134(3)(m) of the Act read with Companies'(Accounts) Rules 2014 regarding Conservation of Energy and Technology Absorption andresearch and development are not applicable to the Company.
MEMBER OF CREDIT RATING AGENCY:
During the year under review your company has maintained the membership with all fourCredit Information Company (CIC) registered with RBI i.e. CIBIL Limited CRIF High MarkCredit Information Services Pvt. Ltd. Equifax Credit Information Services Pvt Ltd andExperian Credit Information Company of India Pvt. Ltd.
LISTING OF SHARES:
Equity shares of your Company are listed on Bombay Stock Exchange only and the Companyhas paid the necessary Listing fees for the year 2019-20.
There is no inflow and outflow of Foreign Exchange.
CHANGE IN NATURE OF BUSINESS:
The was no change in nature of business during the year under review
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has established a vigil mechanism to provide appropriate avenues to theDirectors and employees to bring to the attention of the Management the concerns aboutbehavior of employees that raise concerns including fraud by using the mechanism providedin the Whistle Blower Policy. The Whistle Blower Policy is hosted on company's website athttps://banasfinance.files.wordpress.com/2018/04/whistle-blower-policy_banas-finance1.pdfDuring the financial year 2018-19 no cases under this mechanism were reported in theCompany.
POLICY FOR PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE:
The company has framed policy in accordance with The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. An Internal ComplaintCommittee (ICC) has been set up in compliance with the said Act. During the year underreview no cases in the nature of sexual harassment were reported at any workplace of thecompany.
The Sexual Harassment of Women At Workplace is hosted on company's website athttps://banasfinance.files.wor-dpress.com/2015/07/sexual-harassment-policy_banas-finance.pdfDuring the financial year 2018-2019 no cases in the nature of sexual harassment werereported at any workplace of the company.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Companies Act 2013 and the relevant rules the Companyis not required to spend any amount towards CSR Expenditure as none of the thresholdslimits as specified in Section 135 is not crossed.
CEO AND CFO CERTIFICATION:
The Chief Executive Officer and Chief Financial Officer Certification as required underRegulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation 2015 havebeen appended to this report in Annexure V. ACKNOWLEDGEMENT:
The Board of Directors wishes to express sincere thanks to Bankers Shareholdersclients Financial Institutions customers suppliers and employees of Companies forextending support during the year.
|FOR & ON BEHALF OF THE BOARD |
|Sd/- ||Sd/- |
|Tanu Giriraj Agrawal ||Girraj Kishor Agrawal |
|Director ||Director |
|DIN: 00290966 ||DIN: 00290959 |
|Place: Mumbai || |
|Date: 14/08/2019 || |
RELATED PARTY TRANSACTIONS
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) OfThe Companies (Accounts) Rules 2014)
Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of the Actincluding certain arm's length transactions under third proviso thereto:
1) Details of material contracts or arrangements or transactions not at arm's lengthbasis: None of the transactions with related parties fall in this category.
2) Details of material contracts or arrangement or transactions at arm's length basis:
|Name of Related Party and nature of transactions ||Nature of contract /arrangement /transactions ||Duration of the contract / arrangement /transactions ||Salient terms of contract /arrangement /transactions including value if any ||Date(s) of approval by the Board ||Amount s paid as advance |
|Proaim Enterprises Ltd ||Purchase of shares ||- ||Purchase of 405000 shares @ 16 amounting to Rs. 6480000 of Kayaguru capital market Pvt ltd & Purchase of 325000 shares @ 19 amounting to Rs.6175000 of Rockon capital market Pvt ltd ||14/04/2018 ||NIL |
|Proaim Enterprises Ltd ||Loan given ||- ||For Rs.560000 ||14/04/2018 ||NIL |
| ||Loan given received ||- ||For Rs.560000 ||14/04/2018 ||NIL |
|Tilak Ventures Pvt Ltd ||Loan Given ||- ||For Rs.3800000 ||14/04/2018 ||NIL |
| ||Loan Given Repaid ||- ||For Rs.3800000 ||14/04/2018 ||NIL |
| ||Loan Taken ||- ||For Rs.9300000 ||14/04/2018 ||NIL |
| ||Loan Repaid ||- ||For Rs.9300000 ||14/04/2018 ||NIL |
|Handful Investra de Pvt Ltd ||Loan Taken ||On going ||For Rs.5000000 ||14/04/2018 ||NIL |
| ||Loan Repaid ||On going ||For Rs.3925000 ||14/04/2018 ||NIL |
|Rockon Enterprises Ltd ||Loan Taken ||- ||For Rs.3800000 ||14/04/2018 ||NIL |
| ||Loan Repaid ||- ||For Rs.3800000 ||14/04/2018 ||NIL |
|Rockon Capital Market Pvt Ltd ||Loan Taken ||- ||For Rs.3100000 ||14/04/2018 ||NIL |
| ||Loan Repaid ||- ||For Rs.3100000 ||14/04/2018 ||NIL |
|Amit Gulecha ||Remuneration ||- ||For Rs.145316 ||14/04/2018 ||NIL |
|Nikita Joshi ||Salary ||- ||For Rs.3000 ||14/04/2018 ||NIL |
|Kajol Tak ||Salary ||- ||For Rs.583468 ||14/04/2018 ||NIL |
Above mentioned transactions are not material one however they are being provided herefor disclosure purpose.
FOR & ON BEHALF OF THE BOARD
|Sd/- || |
|Tanu Giriraj Agrawal ||Sd/- |
|Director ||Girraj Kishor Agrawal |
| ||Director |
|DIN: 00290966 || |
| ||DIN: 00290959 |
|Place: Mumbai || |
|Date: 14/08/2019 || |
ANNEXURE- IV PARTICULARS OF EMPLOYEES AND RELATED INFORMATION Information as per Rule5(1) of the companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
The percentage increase in remuneration of each Director Chief Financial Officer andCompany Secretary during the financial year 2018-2019 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2018-2019 and the comparison of remuneration of each Key Managerial Personnel (KMP)against the performance of the Company are as under:
|Sr. No ||Name of Director/KMP ||Remuneration Received (Rs. ) ||% increase in Remuneration in the Financial year2018-2019 ||Ratio of remuneration of each Director & KMP to median remuneration of employees |
|1 ||Ms. Nikita Joshi# (Company Secretary) ||0.03 ||0 ||0.02 |
|2 ||Mr. Anubhav Maurya (Non-Executive Independent Director) ||Nil ||0 ||Nil |
|3 ||Shri Amit Gulecha (Managing Director) ||1.45 ||0 ||1.13 |
|4 ||Kajol Tak-Company Secretary** ||5.83 ||0 ||4.02 |
|5 ||Shri Girraj Kishor Agrawal (Director) ||Nil ||0 ||Nil |
|6 ||Vibhuti Sanjay Vadia -CFO $ ||Nil ||0 ||Nil |
|7 ||Smt. Tanu Giriraj Agarwal (Non Executive Promoter) ||Nil ||0 ||Nil |
|8 ||Mr Hardikkumar Kabariya (Non-Executive Independent Director) ||Nil ||0 ||Nil |
|9 ||Ms. Jyotsana Bhatt (Non-Executive Independent Director) ||Nil ||0 ||Nil |
appoinment w.e.f.*04.07.2018 and $ 04.07.2018/resignation w.e.f. #19.04.2018 and *w.e.f31.03.2019
- All appointments are / were non-contractual.
- Remuneration as shown above comprises of Salary Leave Salary Bonus Leave TravelAssistance Medical Benefit House Rent Allowance Perquisites and Remuneration on Cashbasis
- There were 10 employees on the rolls of Company as on March 31 2019.
- The median remuneration of employees of the company was Rs. 1.45 Lakhs.
- None of the Director except Mr. Amit Gulecha has received any remuneration apartfrom sitting fees during the year.