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Ceejay Finance Ltd.

BSE: 530789 Sector: Financials
NSE: N.A. ISIN Code: INE358C01010
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NSE 05:30 | 01 Jan Ceejay Finance Ltd
OPEN 95.00
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VOLUME 6
52-Week high 189.65
52-Week low 78.25
P/E 6.20
Mkt Cap.(Rs cr) 33
Buy Price 92.05
Buy Qty 33.00
Sell Price 95.00
Sell Qty 34.00
OPEN 95.00
CLOSE 96.00
VOLUME 6
52-Week high 189.65
52-Week low 78.25
P/E 6.20
Mkt Cap.(Rs cr) 33
Buy Price 92.05
Buy Qty 33.00
Sell Price 95.00
Sell Qty 34.00

Ceejay Finance Ltd. (CEEJAYFINANCE) - Director Report

Company director report

To

THE MEMBERS OF

CEEJAY FINANCE LIMITED

Your Directors are pleased to present their TWENTY FIFTH (Silver Jubilee year) AnnualReport together with the audited accounts of the Company for the year ended 31st March2018.

FINANCIAL RESULTS:

(Rs. in Lacs)
PARTICULARS YEAR ENDED 31/03/2018 YEAR ENDED 31/03/2017
Revenue From Operations 1638.70 1426.74
Total Revenue 1642.35 1427.71
Profit Before Depreciation & Tax 792.10 714.81
Depreciation 14.42 15.88
Profit before Tax 777.68 698.93
Provision for tax
Current 219.84 231.00
Deferred (0.27) 0.07
Provision of Income Tax of earlier period 2.02 0.39
Profit After Tax 556.09 467.47
Balance of Profit brought forward 167.86 68.89
Profit available for Appropriation 723.95 536.36
APPROPRIATION
Dividend Paid 16-17 51.75 --
Corporate tax on Dividend 16-17 10.53 --
Transferred to
Statutory reserve 111.00 93.50
General reserve 300.00 275.00
Balance Carried to Balance Sheet 250.67 167.86
Proposed Dividend 2017-18 86.25 51.75

DIVIDEND:

The Company has completed 25 years of successful existence in financial market. And asa part of its celebration the Board is pleased to recommend additional 10% dividend overand above the regular proposed/recommended dividend of 15% making total dividend of 25%(Rs. 2.50 per share) for the financial year ended 31st March 2018 on the paid up EquityShare Capital of the Company. The dividend if approved by the members will be paid tomembers within the period stipulated by the Companies Act 2013.

UNCLAIMED DIVIDEND AND TRANSFER OF SHARES TO IEPF

The unclaimed dividend as on 31st March 2018 was Rs. 19.50 Lakhs. The unpaid/unclaimeddividend of Rs. 1.93 Lakhs for the financial year 2009-10 has been transferred to theInvestor Education and Protection Fund during the year.

Pursuant to the Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund) Rules 2016 50390 equity shares have been transferred to InvestorEducation and Protection Fund during the year. The Company has duly complied with relevantapplicable provisions of Investor Education and Protection Fund Authority (AccountingAudit Transfer and Refund) Rules 2016.

COMPANY'S AFFAIRS AND FUTURE OUTLOOK:

Your Company has continued to grow steady but substantially due to the concertedmarketing efforts in new business centers new product and prudent recovery system.Company has increased in growth in operations and profit during fiscal 2018-19. Totalrevenue including income from operations and other income increased to Rs. 1638.70 Lakhsin the current year from Rs. 1426.74 Lakhs in previous year. The total expenses increasedfrom Rs. 728.78 Lakhs in previous year to Rs. 864.67 Lakhs in current year mainly towardsprovisions of doubtful debt/ NPA and increase in sales expenses due to competition. Thefinance cost increased marginally to Rs. 292.47 Lakhs in the current year compared to Rs.241.65 Lakhs in previous year due to increase in borrowings. Accordingly the profitbefore tax increased from Rs. 698.93 Lakhs in the previous year to Rs. 777.68 Lakhs in thecurrent year. After providing tax of Rs. 220 Lakhs in the current year (Rs. 231 Lakhs inprevious year) profit after tax increased Rs.556.09 Lakhs against Rs. 467.47 Lakhs in theprevious year.

The total disbursement made in the current year Rs. 5782.60 Lakhs as compared to Rs.5721.40 Lakhs in previous year. The Company's strategy to focus for the business insmaller places and specialization in two/ three wheeler segment/used four wheelers/property loan has remained unchanged. Hypothecation/loan stock of the Company hasincreased from Rs. 4969 Lakhs in previous year to Rs. 5393 Lakhs in the current year. Theassets of the Company are properly and adequately insured and recoveries are atsatisfactory level.

CHANGE IN NATURE OF BUSINESS IF ANY

Your Company continues to operate in the single business segment as that of previousyear and there is no change in the nature of the business.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments have occurred after the close of the financial year31st March 2018 till the date of this report which affect or is likely to affect thefinancial position of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

BUSINESS OUTLOOK AND OPPORTUNITY

Global growth is expected 3.9 % next year as per IMF supported by strong momentumfavourable market sentiment and recovery of in commodity prices. Reversing two years ofdeclining growth Indian economy is set to expand at 7.3% in 2018-19 and at 7.6% in2019-20 aided by various growths oriented new policies measures as per Asian DevelopmentBank. The revised fiscal deficit was put at 3.5% of GDP in 2016-17 higher than 3.2%budgeted last year. The fiscal deficit has been projected at 3.3% of GDP for the year2018-19 higher than the fiscal consolidation target of 3%. The main growth driver forIndian economy would be rural consumption continued infrastructure development projectsFDI investments other than local factors effecting like rain GST inflation etc.

The company's significant share of revenue comes from two wheeler finance in ruralarea. The thrust on rural and infrastructure sectors in the Union Budget could rejuvenaterural demand and also crowd in private investment. Out of 57.92 Cr. of finance during theyear 39.33 crores stands towards two wheeler business while 8.68 crores in second handfour wheeler segment. Remaing is towards other loan business secured by assets. Overallthe two-wheeler industry saw a total sales of over 2.01 crore units sold in the Indiandomestic market and exports from the country also shot up by over 20 percent. Within theTwo Wheelers segment Scooters and Motorcycles grew by 19.90 percent and 13.69 percentrespectively while the sales of mopeds declined by 3.48 percent in recently concluded FY2017-18 when compared to sales in April-March 2017.

Further breaking it up motorcycles segment saw a total domestic sales of over 1.26crore and scooters contributed to 67.19 lakh units last year. As per SIAM report Indiahas 11 motorcycle manufacturers and 7 scooter manufacturers. Motorcycles contributed to62.4 percent of the total sales scooters increased their contribution to 33.27 percentand mopeds share declined to 4.25 percent.

Hero MotoCorp also the world's largest two-wheeler manufacturer has continued to be theleader in the Indian two-wheeler industry by selling over 73.82 lakh motorcycles in theIndian market.This is about 14 % more than what it sold last year. Hero Splendor has beenIndia's top-selling motorcycle and launch of new products like Hero Glamour and HF-Deluxecontinue to allure buyers especially in the rural markets. Hero MotoCorp did lose out onits scooter sales to its former Japanese partner Honda Motorcycles and Chennai based TVSMotor Company also overtook Hero in scooter sales.

Honda Motorcycles and Scooters India (HMSI) has grown at a massive 22.23 percent growthin India and sold a total of over 57.75 lakh motorcycles and year-on-year is closing onthe gap to become the market leader. Scooters contributed to over 66 percent of Honda'stotal two-wheeler sales in India with over 38.21 lakh scooters sold. Honda Active is thecountry's most sold scooter and the company has also launched the Honda Grazia and HondaCliq to cater to the younger audience.

Only motorcycle manufacturers Bajaj and Royal Enfield have reported a sales of 19.74lakh units and 8.01 lakh units respectively. While Bajaj Auto's sales did drop by 1.3percent YoY Royal Enfield grew by over 23 percent and recorded its most sales ever.Japanese two-wheeler manufacturers Suzuki Motorcycle and Yamaha Motor India sold a totalof 5.01 lakh and 7.92 lakh units respectively. Both of these companies sell scooterscommuters and premium motorcycles in India. Suzuki Motorcycle closed the financial year ata market share of 2.48 percent and Yamaha's market share in India is 3.92 percent.

During the recently concluded financial year the two-wheeler manufacturers in Indiaachieved various milestones including maximum two-wheeler production at 23 millionproduction of scooters crossing 7 million and motorcycles crossing 15 million for thisfirst time.

The industry believes that the growth would continue to be consumption led as interestrates are expected to remain soft and inflation under control in the New Year. In FY19motorcycles are expected to grow moderately. However interest rate hike may adverselyaffect the business as company may not be able to increase the consumer rate afterfinancing.

However the main cause of worry for the company is own product financing at lower rateby manufactures company through their NBFC business.

Our mission is to be sound NBFC among regional players in terms of product offeringstechnology service levels risk management and audit and compliance etc. The objective isto continue building sound customer/franchises across distinct businesses so as to be apreferred provider of NBFC services for its target retail and customer segments and toachieve a healthy growth in profitability consistent with the Company's risk appetite.The Company's range of retail financial products and excellent services and branches network is fairly exhaustive to meet up the coming challenges. The objective is continue tobuild sound customer/dealer friendly atmosphere to achieve healthy growth inprofitability consistent with Company's risk appetite. The Company also emphasizes todevelop innovative products and services that attract its Customers Increase its marketshare as NBFC and financial services industry by following a disciplined growth strategyfocusing on balancing quality and volume growth while delivering high quality customerservice maintain reasonably good standards for asset quality through disciplined creditrisk management; and continue to develop products and services that reduce its cost offunds; and Focus on healthy earnings growth with low volatility. Our Company growth ismore important especially looking to the concentration in rural area for the business. TheCompany grew its retail assets portfolio in a well balanced manner focusing on bothreturns as well as risk. Company intends to follow conservative view in the coming years.Company also expects continuous threats to small/medium Company like us from global/giantplayers in the retail finance market especially with large size/volume lower rate ofinterest and ability to sustain in the market is inevitable for the Company to sustain inthe market.

Overall in spite of various pros and corns your Company has demonstrated outstandingachievement in terms of earned valued and well-built market presence. Your Company is cashrich has better liquidity improved working capital and it has shown its readiness toaccept market challenges. All of these are signs of strong fundamentals which the Companyhas been able to establish with the help of batter and professional management support.

RISK MANAGEMENT/SWOT ANALYSIS

The RBI has been tightening regulations to manage the risk in the sector and has beenproposing higher capital and provisioning requirements. It has also been stressing onhigher disclosures to safeguard public money and prevent systemic shocks. In addition theRBI has taken rapid preventive actions in addressing specific issues to manage systemicrisk. It has issued an ombudsman scheme for NBFCs offering a grievance redressalmechanism for their customers.

Your Company has comprehensive Risk Management System towards identification andevaluation of all potential business risks. Management has developed Risk Management Planand reviews its implementation regularly. The Company is exposed to external and internalrisk associated with its business. To counter these risks the Company continues tobroaden its product portfolio increase customer profile and geographic reach. Taking onvarious types of risk is integral to the NBFC business. Sound risk management andbalancing risk reward trade-offs are critical to a Company's success. Business and revenuegrowth have therefore to be weighed in the context of the risks implicit in the Company'sbusiness strategy. Of the various types of risks your Company is exposed to the mostimportant are credit risk credit concentration risk market risk business riskstrategic risk interest rate risk model risk technology risk including liquidity riskprice risk and operational risk. The identification measurement monitoring andmanagement of risks accordingly remain a key focus area for the Company. For credit riskappropriate distinct policies and processes are in place for the retail businesses.Overall portfolio diversification and reviews also facilitate mitigation and management.Especially a small capital based Company faces multiple problems due to poor recoverysystems. The specific NPA provisions that the Company has made continue to be moreconservative than the regulatory requirements. This will help the Company to maintain highstandards for assets quality through disciplined credit risk management.

The Company has strength as being the pioneer in the two wheeler vehicles financingsector in Gujarat/ Maharashtra Oldest NBFC since last 20 years sound financial positionsince inception a well-defined and scalable organisation structure strong financialtrack record with low Non Performing Assets (NPAs) Experienced and stable managementteam strong relationships with public private as well as banks fast Procedure. Howeveryour Company is facing the threat of small organisation structure availability ofcheaper fund competition with large NBFC's/Banks direct manufacturer involvement infinance business and rain fall affecting rural area. Regulatory restrictions -continuously evolving Government regulations and uncertain economic and politicalenvironment may impact operations.

FINANCIAL PERFORMANCE

As on 31st March 2018 against hypothecation of loan stock of Rs.5392.96 Lakhs(previous year Rs. 4969.00 Lakhs) Rs. 3427.27 is falling due within The company has madeRs.16.28 lacs (Previous year Rs.15.06 lacs) contingent provision against standard assets.Provision for Doubtful/Non performing assets (net) is Rs.34.87 lacs (Previous year Rs.9.80lacs)

INTERNAL AUDIT AND COMPLIANCE:

The Company has Internal Audit and Compliance functions which are responsible forindependently evaluating the adequacy of all internal controls and ensuring operating andbusiness units adhere to internal processes and procedures as well as to regulatory andlegal requirements. The audit function also recommends improvements in operationalprocesses and service quality. To mitigate operational risks the Company has put in placeextensive internal controls including restricted access to the Company's computer systemsappropriate segregation of front and back office operations and strong audit trails. TheAudit Committee of the Board also reviews the performance of the audit and compliancefunctions and reviews the effectiveness of controls and compliance with regulatoryguidelines. The Board has formed a new audit committee considering the requirement underthe Companies Act 2013 and rules made thereunder. Along with keeping in view therequirement under listing agreement.

RESOURCE MOBILATION/ICRA RATING

Cost of funds for retail-focused NBFCs which remained high at 12%-14% is likely toincrease during the year. As mentioned earlier Company is in constant search to availcheaper fund to reduce our cost of funds. The cash credit limit of the Company hasremained at Rs. 1500 Lakhs with the Banks.

The Company has discontinued accepting or renewing fresh deposits therefore there nooutstanding fixed deposit as on date. Inter Corporate Deposit increased from Rs. 1200Lakhs in the previous year to Rs. 1450 Lakhs in current year.

The Company has obtained CARE rating for Rs. 1500 Lakhs Cash Credit Limits from Bank.CARE has upgraded it and has assigned BBB- (Stable) from +BB (Stable) ratings for thesame.

CAPITAL ADQUACY

Your Company's Capital Adequacy Ratio (CAR) stood at 59.57 % well above the regulatoryminimum of 15%. The revised Guidelines issued by R.B.I for recognition of Income assetclassification Investment accounting provision for non-performing assets and capitaladequacy have been followed by your Company. The Company has also made the provision fornon-performing assets in case of Sub-standard doubtful and loss assets as per R.B.I.guidelines.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public within the meaning ofprovision of Non- Banking financial Companies accepted of public deposits (reserve banks)direction 1988.

As reported earlier the Company has discontinued to accept or renewed fresh/existingfixed deposits. At the close of the year no amount remained unclaimed or unpaid. TheCompany does not have any claimed but unpaid deposits.

DIRECTORATE/KMP

Mr. Harshad Dalal (DIN: 00080903) is liable to retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offer himself for reappointment. There was no change inthe Board of Directors during the year under review.

The Board of Directors of the Company hereby confirms that all the IndependentDirectors duly appointed by the Company have given the declaration and they meet thecriteria of independence as provided under section 149(6) of the Companies Act 2013.

Effective from 11th November 2017 Mr. Dipak T. Shah has resigned from the post ofChief Financial Officer of the Company and in his place the Board has appointed Mr. DevangS. Shah as CFO.

Further in terms of the provisions of Regulation 3(d)(ii) (to be effective from 1stApril 2019) of SEBI (Listing Obligations And Disclosure Requirements) (Amendment)Regulations 2018 dated 9th May 2018 requiring approval of the members by specialresolution for appointment/continuation of appointment of directors having attained age of75 years the Board seek consent of the members of the Company for continuation of Mr.Harshad N Dalal and Mr. Kirit S Dalal Directors of the Company w.e.f. 1st April 2019.

CORPORATE GOVERNANCE

As per regulation 27(2) of the SEBI listing Obligations and Disclosure RequirementsRegulations 2015 with stock exchanges your Company was required to implement the code ofCorporate Governance. Accordingly your Company has complied in all material respects withthe features of the said code. A report on the same is given separately.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofclause (c) of sub-section (3) of Section 134 of the Companies Act 2013 which statesthat-

(a) in the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed along with proper explanation relating to material departures;

(b) the Directors have 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 the end of the financial year and ofthe profit of the Company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the Annual Accounts on a going concern basis;

(e) the Directors have 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 have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

SECRETARIAL STANDARDS:

The Company has complied with applicable Secretarial Standards issued by the Instituteof Company Secretaries of India i.e. Meetings of the Board of Directors and GeneralMeetings.

LISTING AGREEMENT WITH STOCK EXCHANGES:

Pursuant to the provisions of listing agreement with stock exchanges the equity sharesof the Company are listed at Mumbai stock exchanges. The Stock Exchange Ahmedabad isinoperative and the Company has made application for delisting and awaits reply from theexchange. The company has not renewed or executed any listing agreement as per newregulations of SEBI.

DEPOSITORY SYSTEM

Your Company has established electronic connectivity with National SecuritiesDepository Ltd. (NSDL) and Central Depository Services (India) Ltd. In view of thecompulsory dematerialization of Company's equity shares on stock exchanges members arerequested to dematerialize the shares on either of the depositories as aforesaid.

The Board would like to bring to your notice that in terms of amended regulation 40 ofthe SEBI [LODR] Regulations 2015 vide notification dated 8th June 2018 and in terms ofcircular of BSE Limited dated 5th July 2018 effective from December 5 2018 all shareswhich are lodged for transfer shall be transferred in dematerialized form only. Hencethose members who have yet not dematerialized their shares are hereby requested todematerialize the same as early as possible. The Company is in the process of makingnecessary compliances as required to be made by it.

AUDITORS AND AUDITORS REPORT

The Company had appointed M/s. Arpit Patel & Associates Chartered Accountants(Firm Reg. No. 144032W) as Statutory Auditors of the Company at the 24th Annual GeneralMeeting till the conclusion of 29th Annual General Meeting in compliance with theprovision of Section 139[1] of the Companies Act 2013. The Company has received acertificate from the M/s. Arpit Patel & Associates in accordance with the provisionsof Section 141 of the Companies Act 2013.

In accordance with the Companies Amendment Act 2017 enforced on 7th May 2018 by theMinistry of Corporate Affairs the appointment of Statutory Auditors is not required to beratified at every Annual General Meeting. The Report given by the Auditors on thefinancial statement of the Company is part of this Report. There has been noqualification reservation adverse remark or disclaimer given by the Auditors in theirReport.

SECRETARIAL AUDIT

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 Mr. Tushar Vora Company Secretary in practice to undertake the secretarialaudit of the Company. The Secretarial Audit Report is annexed herewith as Annexure"A".

CORPORATE SOCIAL RESPONSIBILITY

Since the net profit for the year ended 31st March 2018 is more than Rs. 5 Crores theCompany has to comply with Corporate Social Responsibility rules in terms of theprovisions of Section 135 of the Companies Act 2013. Accordingly the Company hasconstituted CSR Committee at its Board meeting held on 29th May 2018. The Committeecomprises Mr. Bharat Amin as Chairman and Mr. Kiritkumar Dalal Mrs. Mrudulaben Patel Mr.Sunil G. Patel and Mr. Deepak Patel as other members of the Committee.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and remuneration Committee comprises of Mr. Bharat Amin as Chairman andMr. Kiritkumar Dalal Mrs. Mrudulaben Patel Mr. Sunil G. Patel and Mr. Deepak Patel asother members. The role and responsibilities Company's policy on Directors' appointmentand remuneration including criteria for determining qualifications positive attributesindependence of a Director and other related matters are in conformity with therequirements of the Companies Act 2013 and SEBI [Listing Obligations and DisclosureRequirements] Regulations 2015.

MEETING OF THE BOARD & AUDIT COMMITTEE

The Board of Directors and members of Audit Committee during the financial year2017-18 met five times. The Audit Committee comprises of Mr. Bharat Amin as Chairman andMr. Kiritkumar Dalal Mrs. Mrudulaben Patel and Mr. Sunil G. Patel and Mr. Deepak Patel asother members. The scope of Audit Committee is enhanced in accordance with the CompaniesAct 2013 and SEBI [Listing Obligations and Disclosure Requirements] Regulations 2015.

STAKEHOLDERS RELATIONSHIP/SHARE TRANSFER COMMITTEE

The Stakeholders Relationship/Share Transfer Committee comprises of Mr. Bharat Amin asChairman Mr. Kiritkumar Dalal and Mrs. Mrudulaben Patel Mr. Sunil G. Patel and Mr.Deepak Patel as other members in accordance with the Companies Act 2013 and SEBI[Listing Obligations and Disclosure Requirements] Regulations 2015.

EVALUATION OF BOARD COMMITTEE AND DIRECTORS

A detailed exercise for evaluation of the performance of the Board its variouscommittees and also the performance of individual Directors was carried out by the Board.The performance of the Board and that of its committees was evaluated on the basis ofvarious parameters like adequacy of Composition Board Culture Execution and performanceof specific duties obligations and governance etc. Whereas the evaluation of individualDirectors and that of the Chairman of the Board was on the basis of various factors liketheir attendance level of their engagement their contribution and independency ofjudgment their contribution in safeguarding the interest of the Company and otherrelevant factors. The Board and committees put sufficient efforts to safeguard theinterest of the Company. The information relating to its terms of reference no. ofmeetings held and attendance etc during the year under report are provided in CorporateGovernance Report.

DISCLOSURE OF REMUNERATION RATIO

The particulars of ratio of remuneration of Director KMP and employees moreparticularly described under section 197(12) of the Companies Act2013 and Rules 5 ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given inAnnexure "B" to this report.

PARTICULARS OF EMPLOYEES:

There are no Employees covered by Section 197 of the Companies Act 2013 read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

PARTICULARS OF LOANS AND INVESTMENTS

The Company being NBFC registered with Reserve Bank of India with principal business asAssets Finance Company the provisions of Section 186 except sub section (1) of theCompanies Act 2013 are not applicable to it. Hence no particulars thereof as envisagedunder Section 134(3)(g) of the Act are covered in this report.

RELATED PARTY TRANSACTIONS

The Company has no transaction with related parties referred to sub section (1) ofSection 188 of the Companies Act 2013. However other related party transactions notcovered above are disclosed in note 22.8 of this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

As the Company is in finance and loan segment the Company has no activities relatingto conservation of energy or technology absorption. The Company has had no foreignexchange earnings or out goes during the year under review.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and redressal) Act 2013 and no complaint has been received on sexualharassment during the financial year 2017-18.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a "Vigil Mechanism/Whistle Blower Policy". The Briefdetails of establishment of this policy are provided in the Corporate Governance Report.

GREEN INITIATIVE

In accordance with the 'Green Initiative' the Company has been sending the AnnualReport/Notice of AGM in electronic mode to those Shareholders whose Email ids areregistered with the Company and/or the Depository Participants. Your Directors arethankful to the Shareholders for actively participating in the Green Initiative.

RISK MANAGEMENT POLICY

The Company was already having risk management system to identify evaluate andminimize the business risks. The Company during the year had formalized the same byadopting Risk Management Policy. This policy intends to identify evaluate monitor andminimize the identifiable risks in the organization.

ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 is provided in Annexure "C" tothis report.

REMUNERATION POLICY Remuneration to Managing Director

The remuneration paid to Managing Director is recommended by the Nomination andRemuneration Committee and approved by Board of Directors and shareholders of the Company.The remuneration is decided after considering various factors such as qualificationexperience performance responsibilities shouldered industry standards as well asfinancial position of the Company.

Remuneration to Non Executive Directors:

No fees/remuneration are being paid to the Non-Executive Directors.

CODE OF CONDUCT

The Code of Conduct for all Board members and Senior Management of the Company havebeen laid down and are being complied with in words and spirit. The compliance ondeclaration of code of Conduct signed by Managing Director of the Company is included as apart of this Annual Report.

ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATERS OR COURTS OR TRIBUNALS

No orders were passed by the regulators or courts or tribunals impacting the goingconcern status and Company's operation in future.

ACKNOWLEDGEMENT

The Directors would like to place on record their sincere appreciation to all theemployees of their continued effort towards the growth of the Company and would also liketo express their thanks to the Bankers Shareholders and Customers for their support andcontribution which enabled the Company to achieve its goals for the year.

FOR AND ON BEHALF OF THE BOARD
Place : NADIAD. HARSHAD DALAL
Dated : 29th May 2018 CHAIRMAN
DIN: 00080903