THE MEMBERS OF
CEEJAY FINANCE LIMITED
Your Directors are pleased to present their TWENTY SIXTH Annual Report together with the audited Statement of Accounts of the Company for the year ended 31st March 2019.
(Rs. In lacs)
|PARTICULARS||YEAR ENDED 31/03/2019||YEAR ENDED 31/03/2018|
|Revenue From Operations||1488.18||1638.70|
|Profit Before Depreciation Finance Cost& Tax||948.01||1084.57|
|Profit before Tax||706.34||777.68|
|Provision for tax|
|Provision of Income Tax of earlier period||(4.26)||2.02|
|Profit After Tax||508.52||556.09|
|Balance of Profit brought forward||250.67||167.86|
|Profit available for Appropriation||759.19||723.95|
|Dividend Paid 17-18||86.25||51.75|
|Corporate tax on Dividend 17-18||17.73||10.53|
|Balance Carried to Balance Sheet||228.21||250.67|
|Proposed Dividend 2018-19||51.75||86.25|
The Board is pleased to recommend dividend @ 15% (Rs. 1.50 per share) per equity share of the face value of Rs. 10 each/- for the financial year ended 31st March 2019 on the paid up Equity Share Capital of the Company. The dividend if approved by the members will be paid to members eligible as on the record date within the period stipulated by the Companies Act 2013.
If declared the total amount outflow on account of dividend will be Rs. 51.75/- Lacs and Rs. 10.53/- Lacs would be paid as dividend distribution tax on the dividend.
UNCLAIMED DIVIDEND AND TRANSFER OF SHARES TO IEPF
The total unclaimed dividend as on 31st March 2019 was Rs.21.76 Lacs of which the unpaid/unclaimed dividend of Rs. 2.28 Lacs for the financial year 2010-11 has been transferred to the Investor Education and Protection Fund during the year under report.
Pursuant to the Investor Education and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 10890 equity shares have been transferred to Investor Education and Protection Fund during the year. The Company has duly complied with relevant applicable provisions of Investor Education and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016. The details of the unpaid and unclaimed dividend is uploaded at company and IEPF Website (www.iepf.gov.in). The Board has appointed Company Secretary and Compliance Officer as Nodal officer to coordinate with IEPF authority and the Contact details of the same are available at company's website.
COMPANY'S AFFAIRS AND FUTURE OUTLOOK:
Total revenue including income from operations and other income decreased to Rs.1489.72 Lacs in the current year from Rs.1642.35 Lacs in previous year. The total expenses decreased from Rs. 864.67 Lacs in previous year to Rs. 783.38 Lacs in current year mainly towards decrease in provisions of doubtful debt/ NPA and decrease in Finance Cost and other expenses. The finance cost has decreased to Rs. 227.19 Lacs in the current year compared to Rs.292.47 Lacs in previous year due to decrease in borrowing cost. Accordingly the profit before tax decreased from Rs.777.68 Lacs in the previous year to Rs. 706.34 Lacs in the current year. After providing tax of Rs.202.08 Lacs in the current year (Rs. 219.57 Lacs in previous year) profit after tax decreased to Rs. 508.52 Lacs against Rs. 556.09 Lacs in the previous year.
The total disbursement made in the current year Rs. 5554.21 Lacs as compared to Rs. 5782.60 Lacs in previous year. The Company's strategy to focus for the business in smaller places and specialization in two/three wheeler segment/used four wheelers has remained unchanged. Hypothecation / loan stock of the Company has increased from Rs. 5392.96 Lacs in previous year to Rs. 5881.82 Lacs in the current year.
The assets of the Company are properly and adequately insured and recoveries are at satisfactory level.
SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES
The Company does not have any subsidiary companies associate companies or joint venture during the year under review.
CHANGE IN NATURE OF BUSINESS IF ANY
Your Company continues to operate in the single business segment as that of previous year and there is no change in the nature of the business.
REPORTING OF FRAUDS
There have been no instances of fraud reported by the statutory auditors under section 143(12) of the Act and rules framed thereunder either to the Company or to the central government.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments have occurred after the close of the financial year 31st March 2019 till the date of this report which affect or is likely to affect the financial position of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS BUSINESS OUTLOOK AND OPPORTUNITY
The Indian economy retained its tag of the fastest growing major economy in the world in 2018-19. However overall growth for 2018-19 slumped to a five-year low of 6.8% compared with 7% projected in the second advance estimates released in February. A few factors that have helped India in maintaining its status quo as the fastest growing nation such as Policy reforms Improvement in infrastructure Development campaigns etc. The Indian economy is expected to grow at 7.4% in 2019-20 on account of steady improvement in major sectors as government and private consumption remains robust and investment is steadily picking up. One of the main factors - domestic consumption which drives 60% of the GDP growth is expected to grow up to USD 6 trillion by 2030 supported by a 1.4 billion population. The World Bank (April 2019) expects India's GDP to accelerate moderately to 7.5% in FY 2019-20 due to sustained strengthening of investments particularly by the private sector an improvement in export performance and resilient consumption.
NBFC sector is expected to remain at the forefront and drive new credit disbursals for India's underserved retail and rural space. In the last five years the lending book of NBFCs has grown nearly by 18% due to a deep understanding of target consumer segments technological advancements lean cost structures and differential business model to reach credit-starved customer segments. But with that the year 2018 was a year of crisis for some of the NBFC's. This resulted in huge defaults on the part of such companies and intensified fears that the funding cost for NBFCs will zoom and result in a sharp deterioration of their margins. However the government took several quick measures not letting this crisis turn into a contagion and spilling over to other sectors. Though the outlook for NBFCs for 2019 seems weak a gradual improvement in the liquidity situation indicates that there could be a stabilisation in the coming years. Since your company has no outside borrowings from debentures or fixed deposit we do not anticipate any problems on this front. On the contrary slowdown of finance business by large NBFC may open new pocket of finance for the company.
The domestic two-wheeler sales stood at 1440663 units in FY 2018-19 as against 1742307 units sold in 2017-18. The drop in volumes is alarming considering that the two-wheeler sector has grown consistently in the previous years. Two-wheeler sales in the domestic market hit a road block in the 2018-19 financial year as sales saw a 17.31 per cent decline in volumes. Factors including a weak customer sentiment increase in prices and overall increase in insurance for vehicles contributed to slow buying period especially in the second half of the financial year. Another alarming decline in volumes was recorded for scooters that have been outperforming motorcycles in recent times in growth. Domestic sales for scooters during FY 2018-19 stood at 387552 units dropping by 25.19 per cent over 518015 units sold in 2017-18. Motorcycle sales on the other hand continued to bring in the larger chunk of volumes even as sales dropped by 14.27 per cent. Sales dropped to 982385 units in 2018-19 as against 1145879 units sold during the previous fiscal. Moped sales dropped by 9.80 per cent 70726 units from 78413 units in 2017-18.
The company's significant share of revenue comes from two wheeler finance in rural area. The thrust on rural and infrastructure sectors by the government could rejuvenate rural demand and also crowd in private investment. We continue to focus on Two wheeler and Second-hand Four Wheeler Vehicle financing and we adopt such business models which generates required return on assets and the quality portfolio. While the company is keen to increase this portfolio the endeavor will be to balance between yields asset quality and growth. Out of 55.54 Cr. of finance during the year 46.88 crores stands towards two wheeler and in second hand four wheeler segments while Rs.2.68 Cr. Towards Micro Finance Rs. 5.83 for mortgage loan and reaming is towards other loan business secured/unsecured by assets.
As interest rates continue to be low and trend downwards on account of lower inflation and liquidity returns to the system growth in the automobile sector is expected to bounce back especially as customers pre-pone their purchases to avoid paying the anticipated higher prices that may result from BS-VI emission standards implementation from April 2020 onwards. However the main cause of worry for the company is own product financing at lower rate by manufactures company through their NBFC business.
Our mission is to be sound NBFC among regional players in terms of product offerings technology service levels risk management and audit and compliance etc. The objective is to continue building sound customer / franchises across distinct businesses so as to be a preferred provider of NBFC services for its target retail and customer segments and to achieve 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 net work is fairly exhaustive to meet up the coming challenges. The objective is continue to build sound customer/dealer friendly atmosphere to achieve healthy growth in profitability consistent with Company's risk appetite. The Company also emphasizes to develop innovative products and services that attract its Customers Increase its market share as NBFC and financial services industry by following a disciplined growth strategy focusing on balancing quality and volume growth while delivering high quality customer service maintain reasonably good standards for asset quality through disciplined credit risk management; and continue to develop products and services that reduce its cost of funds; and Focus on healthy earnings growth with low volatility. Our Company growth is more important especially looking to the concentration in rural area for the business. The Company grew its retail assets portfolio in a well-balanced manner focusing on both returns 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/giant players in the retail finance market especially with large size/volume lower rate of interest and ability to sustain in the market is inevitable for the Company to sustain in the market. Overall in spite of various pros and corns your Company has demonstrated outstanding achievement in terms of earned valued and well-built market presence. Your Company is cash rich has better liquidity improved working capital and it has shown its readiness to accept market challenges. All of these are signs of strong fundamentals which the Company has been able to establish with the help of batter and professional management support. The main growth drivers for the company is Unique value proposition Regional outreach Deep understanding of the customer segment Customised product offerings Availability of capital Leveraging technology Co-lending arrangements and Risk management.
RISK MANAGEMENT / SWOT ANALYSIS
The RBI has been tightening regulations to manage the risk in the sector and has been proposing higher capital and provisioning requirements. It has also been stressing on higher disclosures to safeguard public money and prevent systemic shocks. In addition the RBI has taken rapid preventive actions in addressing specific issues to manage systemic risk. It is expected that RBI will continue to monitor the activity and performance of the NBFC sector with a focus on major entities and their inter-linkages with other sectors to maintain financial stability in the short medium and long-term.
Your Company has comprehensive Risk Management System towards identification and evaluation of all potential business risks. Management has developed Risk Management Plan and reviews its implementation regularly. The Company is exposed to external and internal risk associated with its business. To counter these risks the Company continues to broaden its product portfolio increase customer profile and geographic reach. Taking on various types of risk is integral to the NBFC business. Sound risk management and balancing risk reward trade-offs are critical to a Company's success. Business and revenue growth have therefore to be weighed in the context of the risks implicit in the Company's business strategy. Of the various types of risks your Company is exposed to the most important are credit risk credit concentration risk market risk business risk strategic risk interest rate risk model risk technology risk including liquidity risk price risk and operational risk. The identification measurement monitoring and management of risks accordingly remain a key focus area for the Company. For credit risk appropriate 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 recovery systems. The specific NPA provisions that the Company has made continue to be more conservative than the regulatory requirements. This will help the Company to maintain high standards for assets quality through disciplined credit risk management. The Company has strength as being the pioneer in the two wheeler vehicles financing sector in Gujarat/Maharashtra Oldest NBFC since last 25 years sound financial position since inception a well-defined and scalable organisation structure strong financial track record with low Non Performing Assets (NPAs) Experienced and stable management team strong relationships with public private as well as banks fast Procedure. However your Company is facing the threat of small organisation structure availability of cheaper fund competition with large NBFC's/Banks direct manufacturer involvement in finance business and rain fall affecting rural area. Regulatory restrictions - continuously evolving Government regulations and uncertain economic and political environment may impact operations.
NBFCs accounted for over 17% of the total credit in India and registered growth of 20% in 2018 according to the data available till September 2018. Further their Capital Adequacy (capital as a % of total advances) is quite comfortable at around 23% (Our Company 62.42%) compared to around 14% of banks reflecting their resilience. The retail credit stood at Rs 8.3 trillion as at September 2018 registering a 25% growth year-on-year in H1FY19. However the prevailing liquidity scenario is likely to slow down the growth to16-18% during 2019.
As on 31st March 2019 against hypothecation of loan stock of Rs. 5881.52 Lacs (previous year Rs. 5392.96 Lacs) Rs. 3714.69 Lacs is falling due within12 months. The company has made Rs. 17.78 Lacs (Previous year Rs.16.28 Lacs) contingent provision against standard assets. Provision for Doubtful/Non Performing assets (net) is Rs. 4.11 Lacs (Previous year Rs. 34.87 Lacs)
INTERNAL AUDIT AND COMPLIANCE
The Company has appointed M/s. Vipinchandra C. Shah & Co. Chartered Accountants as internal auditors of the Company who regularly carries out the internal audit of the Company. All audit reports are regularly placed before the audit committee at committees' meetings which are also attended by internal auditor. After providing due explanations the Company adopts the final suggestions and necessary effects are given in accounting process and system of the Company.
RESOURCE MOBILATION/ICRA RATING
Cost of funds for retail-focused NBFCs which remained high at 12%-14% is likely to increase during the year. As mentioned earlier Company is in constant search to avail cheaper fund to reduce our cost of funds. The cash credit limit of the Company has remained at Rs. 1500 Lacs with the Banks.
The Company has discontinued accepting or renewing fresh deposits therefore there no outstanding fixed deposit as on date. Inter Corporate Deposit decreased from Rs. 1450 Lacs in the previous year to Rs. 1175 Lacs in current year.
The Company has obtained CARE rating for Rs. 1500 Lacs Cash Credit Limits from Bank. CARE has assigned BBB- (Stable) from +BB (Stable) ratings for the same.
Your Company's Capital Adequacy Ratio (CAR) stood at 62.42% well above the regulatory minimum of 15%.The revised Guidelines issued by R.B.I for recognition of Income asset classification Investment accounting provision for non-performing assets and capital adequacy have been followed by your Company. The Company has also made the provision for non-performing assets in case of Sub-standard doubtful and loss assets as per R.B.I. guidelines.
There has been no change in the authorised issued subscribed and paid-up share capital of the Company during the year under review.
The Company has not accepted any deposits from the public within the meaning of provision of Non- Banking financial Companies accepted of public deposits (reserve banks) direction 1988.
As reported earlier the Company has discontinued to accept or renew fresh/existing fixed deposits. At the close of the year no amount remained unclaimed or unpaid. The Company does not have any claimed but unpaid deposits.
Mr. Kiran Patel (DIN: 00081061) Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.
The Board of Directors of the Company hereby confirms that all the Independent Directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section149(6) of the Companies Act 2013.
Mr. Harshad Dalal (DIN: 00080903) one of the founder/director and chairman of the Company has passed away on 17th October 2018. The Board places on record their deep sense of gratitude for the devotion and commitment towards the Company business and its growth. The Board of Directors has appointed Mr. Kiran Patel (DIN: 00081061) as Chairman of the Company with effect from 05th November 2018.
Effective from 30th March 2019 Mr. Kamlesh Upadhyaya has tendered his retirement resignation from the office of Company Secretary and Compliance Officer of the Company and in his place the Board has appointed Mr. Shailesh Bharvad a member of the Institute of Company Secretaries of India as Company Secretary and Compliance Officer w.e.f. 01st April 2019 on recommendation of Nomination and Remuneration Committee. Further in terms of the provisions of Regulation 16(1)(b) of Securities And Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations 2015 and Provisions of Section 149(10) of the Companies Act 2013 the Board seek consent of the members of the Company for re-appointment of Mr. Kirit Dalal Mr. Bharat Amin and Mr. Sunilkumar G. Patel as non -executive independent Directors of the Company for second term of five years w.e.f. 28th September 2019 to avail their expertise and for the immense benefit to the Company.
All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act 2013 and not debarred or disqualified by the SEBI / Ministry of Corporate Affairs or any such statutory authority from being appointed or continuing as Director of the Company or any other Company where such Director holds such position in terms of Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015) (10)(i) of Part C of Schedule V of Listing Regulations.
As per regulation 27(2) of the SEBI listing Obligations and Disclosure Requirements Regulations 2015 your Company was required to implement the code of Corporate Governance. Accordingly your Company has complied in all material respects with the features of the said code. The Report on Corporate Governance for the year under review is placed in a separate section forming part of the Annual Report. (refer page no. 30)
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and explanations obtained by them your Directors make the following statements in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act 2013 which states that-(a) in the preparation of the Annual Accounts the applicable Accounting Standards have been followed along with proper explanation relating to material departures; (b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; (c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the Company and that such Internal Financial Controls are adequate and were operating effectively; and (f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The Company has complied with applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.
LISTING AGREEMENT WITH STOCK EXCHANGES:
Pursuant to the provisions of listing agreement with stock exchanges the equity shares of the Company are listed at Mumbai stock exchange. The company has not renewed or executed any listing agreement as per new regulations of SEBI.
Your Company has established electronic connectivity with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. In view of the compulsory dematerialization of Company's equity shares on stock exchanges members are requested 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 of the SEBI [LODR] Regulations 2015 vide notification dated 8th June 2018 and in terms of circular of BSE Limited dated 5th July 2018 effective from December 5 2018 all shares which are lodged for transfer shall be transferred in dematerialized form only. Hence those members who have yet not dematerialized their shares are hereby requested to dematerialize the same as early as possible.
AUDITORS AND AUDITORS REPORT
The Company had appointed M/s. Arpit Patel & Associates (Firm name changed from Pruthvi Shah & Associates to Arpit Patel &Associates) Chartered Accountants (Firm Reg. No. 144032W) as Statutory Auditors of the Company at the 24th Annual General Meeting till the conclusion of 29th Annual General Meeting in compliance with the provision of Section 139 of the Companies Act 2013. The Company had received a certificate from M/s. Arpit Patel & Associates in accordance with the provisions of Section 141 of the Companies Act 2013. The Report given by the Auditors on the financial statement of the Company is part of this Report. There has been no qualification reservation adverse remark or disclaimer given by the Auditors in their 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 Company has appointed Mr. Tushar Vora Company Secretary in practice to undertake the secretarial audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure A. There has been no qualification reservation adverse remark or disclaimer given by the Auditors in their Report.
CORPORATE SOCIAL RESPONSIBILITY [CSR]
Since the net profit for the year ended 31st March 2018 was more than Rs. 5 Crores the Company was required to comply with Corporate Social Responsibility rules during the financial year under report in terms of the provisions of Section 135 of the Companies Act 2013. Accordingly the Company has constituted CSR Committee at its Board meeting held on 29th May 2018. The Committee comprises 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.
The contents of the CSR Policy of the Company as approved by the Board on the recommendation of the CSR Committee is available on the website of the Company.
During the financial year 2018-19 the Company has spent Rs. 15.00 Lacs towards CSR expenses. The Annual
Report on CSR activities undertaken by the Company during the financial year 2018-19 is annexed as 'Annexure D' and forms part of this Report.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and remuneration Committee comprises of Mr. Bharat Amin as Chairman and Mr. Kiritkumar Dalal Mrs. Mrudulaben Patel and Mr. Sunil G. Patel as other members. The role and responsibilities Company's policy on Directors' appointment and remuneration including criteria for determining qualifications positive attributes independence of a Director and other related matters are in conformity with the requirements of the Companies Act 2013 and SEBI [Listing Obligations and Disclosure Requirements] Regulations 2015.
MEETING OF THE BOARD & AUDIT COMMITTEE
The Board of Directors and members of Audit Committee during the financial year 2018-19 met five times. The Audit Committee comprises of Mr. Bharat Amin as Chairman and Mr. Kiritkumar Dalal Mrs. Mrudulaben Patel and Mr. Sunil G. Patel and Mr. Deepak Patel as other members. The scope of Audit Committee is in accordance with the Companies Act 2013 and SEBI [Listing Obligations and Disclosure Requirements] Regulations 2015.
STAKEHOLDERS RELATIONSHIP/INVESTOR GRIEVANCES COMMITTEE
The Stakeholders Relationship/Investor Grievances Committee comprises of Mr. Bharat Amin as Chairman 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 various committees and also the performance of individual Directors was carried out by the Board by way of structured questionnaire and directors were satisfied with the evaluation process. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process. The performance of the Board and that of its committees was evaluated on the basis of various parameters like adequacy of Composition Board Culture Execution and performance of specific duties obligations and governance etc. Whereas the evaluation of individual Directors and that of the Chairman of the Board was on the basis of various factors like their attendance level of their engagement their contribution and independency of judgment their contribution in safeguarding the interest of the Company and other relevant factors. The Board and committees put sufficient efforts to safeguard the interest of the Company. The information relating to its terms of reference no. of meetings held and attendance etc during the year under report are provided in Corporate Governance Report.
DISCLOSURE OF REMUNERATION RATIO
The particulars of ratio of remuneration of Director KMP and employees more particularly described under section 197(12) of the Companies Act2013 and Rules 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given in Annexure B to this report.
PARTICULARS OF EMPLOYEES:
During the year under Report there were no Employees covered by Section 197 of the Companies Act 2013 read with Rule 5 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 as loan Company the provisions of Section 186 except sub section (1) of the Companies Act 2013 are not applicable to it. Hence no particulars thereof as envisaged under 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) of Section 188 of the Companies Act 2013. However other related party transactions not covered 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 relating to conservation of energy or technology absorption. The Company has had no foreign exchange earnings or out goes during the year under review.
DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace and the company has in place a Policy for prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act 2013. The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of during the year: (a) Number of complaints pending at the beginning of the year: Nil (b) Number of complaints received during the year: Nil (c) Number of complaints disposed off during the year: Nil (d) Number of cases pending at the end of the year: Nil
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has adopted a Vigil Mechanism/Whistle Blower Policy. The Brief details of establishment of this policy are provided in the Corporate Governance Report.
In accordance with the 'Green Initiative' the Company has been sending the Annual Report/Notice of AGM in electronic mode to those Shareholders whose Email ids are registered with the Company and / or the Depository Participants. Your Directors are thankful to the Shareholders for actively participating in the Green Initiative.
RISK MANAGEMENT POLICY
The Company was already having risk management system to identify evaluate and minimize the business risks. The Company during the year had formalized the same by adopting Risk Management Policy. This policy intends to identify evaluate monitor and minimize the identifiable risks in the organization.
The extract of the Annual Return in Form MGT-9 is provided in Annexure C to this report.
Remuneration to Managing Director
The remuneration paid to Managing Director is recommended by the Nomination and Remuneration Committee and approved by Board of Directors and shareholders of the Company. The remuneration is decided after considering various factors such as qualification experience performance responsibilities shouldered industry standards as well as financial 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 have been laid down and are being complied with in words and spirit. The compliance on declaration of code of Conduct signed by Managing Director of the Company is included as a part 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 going concern status and Company's operation in future.
The Directors would like to place on record their sincere appreciation to all the employees of their continued effort towards the growth of the Company and would also like to express their thanks to the Bankers Shareholders and Customers for their support and contribution which enabled the Company to achieve its goals for the year.
|FOR AND ON BEHALF OF THE BOARD|
|Place : NADIAD. ||CHAIRMAN|
|Dated : 30th May 2019 ||DIN: 00081061|