Your directors have pleasure in presenting their Twenty-Fifth Annual Report on thebusiness and operations of Decillion Finance Limited (the "Company") togetherwith the audited statement of accounts for the year ended 31st March 2019.
FINANCIAL HIGHLIGHTS (STANDALONE AND CONSOLIDATED)
During the year under review performance of your company is as under:
| ||(Amount in Rs.) || |
|Particulars ||Year ended 31st March 2019 ||Year ended 31st March 2018 |
|Revenue ||16477858 ||31548719 |
|Less: Expenditure ||14250112 ||30557385 |
|Profit/(Loss) before taxation ||2227746 ||991334 |
|Less: Tax Expense ||421166 ||179380 |
|Profit after tax ||1806580 ||811953 |
|Transfer to Special Reserve ||361316 ||162391 |
|Transfer to Contingent Provisions against Standard ||(23876) ||14189 |
|Assets || || |
|Balance brought forward from Previous year ||2385726 ||1721974 |
|Balance transferred to Balance Sheet ||3807114 ||2385726 |
The consolidated performance of the group as per consolidated financial statements isas under:
| || ||(Amount in Rs.) |
|Particulars ||Year ended 31st March 2019 ||Year ended 31st March 2018 |
|Revenue ||17977858 ||31568719 |
|Less: Expenditure ||16385995 ||30620123 |
|Profit/(Loss) before taxation ||1591863 ||948596 |
|Less: Tax Expense ||421166 ||179380 |
|Profit after tax ||1170697 ||769216 |
|Share of Profit / (Loss) transferred to Minority ||(249508) ||(8608) |
|Interest || || |
|Profit for the year ||1420205 ||777824 |
During the year under review the Company had earned a net profit of Rs. 1806580/- ascompared to Rs. 811953/- for the previous year.
Further the consolidated net profit of the Company stands at Rs. 1170697/- for theFinancial Year 2018-19.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company for the year 2019 are prepared incompliance with the applicable provisions of the Companies Act 2013 and as stipulatedunder Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The audited consolidated financial statement together with the Auditor's Reportthereon forms part of the Annual Report.
MATERIAL CHANGES & COMMITMENTS
No material changes and commitments have occurred from the date of close of thefinancial year till the date of this Report which affect the financial position of theCompany.
The Board of Directors of the Company does not propose to declare any dividend for theyear 31st March 2019.
TRANSFER TO RESERVES
The Board in its meeting held on May 29 2019 proposes to carry an amount ofRs.361316/- to Statutory Reserve as per the Guidelines of Reserve Bank of India (RBI).
CHANGES IN SHARE CAPITAL
During the Financial Year 2018-19 there has been no change in the share capital of theCompany. The Share Capital of the company is 35000000 divided into 3500000 equityshares of Rs. 10 each.
Cash and cash equivalent as on March 31 2019was 160539/- (previous year12232624). The Company's working capital management is based on a well-organizedprocess of continuous monitoring and controls.
STATUTORY & LEGAL MATTERS
There has been no significant and/ or material order(s) passed by any Regulators/Courts/ Tribunals impacting the status. However there was a notice received by the companyfrom BSE regarding issue related to shell companies and in this regard Forensic Audit isunder process.
The Company being a Non Deposit Accepting NBFC has not accepted any deposits withinthe meaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014 and shall not accepted any deposit without the prior approval of theReserve Bank of India (RBI).
The shares of the Company are listed on the BSE Limited and The Calcutta Stock ExchangeLimited. The Company's shares are compulsorily traded in the dematerialized form. The ISINallotted is INE848N01017.
LOANS GUARANTEES AND INVESTMENTS MADE BY THE COMPANY
The particulars of Loans Guarantees and Investments made by the Company are given inthe notes to the Financial Statements. Further the Company being a NBFC Company isexempted from the provisions of Section 186 of the Companies Act 2013.
INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In pursuance to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.decillion.co.in.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return for the financial year 2018-2019 in Form No MGT-9 may bereferred to at the Company's official website www.decillion.co.in. The details formingpart of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-A.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Changes during the year
During the year under review Mr. Jitendra Kumar Goyal (DIN: 00468744) was re-appointedas the Managing Director of the Company with effect from 9th February 2019 andsubsequently the approval of the shareholders was also taken at the Extra-OrdinaryGeneral Meeting held on 16th July 2019.
Further Ms. Archana Mishra Company Secretary resigned from the Company with effectfrom 14th February 2019. The Board in her place appointed Ms. IshuMaskara asthe Company Secretary of the Company.
Retirement by rotation
The Company had altered its article no. 163A of Articles of Association by passing aspecial resolution in the Extra-Ordinary General Meeting held on 16th July2019 pursuant to which the Managing/Whole-time Directors are now liable to retire byrotation. Therefore in terms of Section 152 of the Companies Act 2013 Mr. JitendraKumar Goyal retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment.
DECLARATION BY INDEPENDENT DIRECTOR(S)
The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed undersub-section (6) of Section 149 of the Act and as per SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulations 2015").
MEETINGS OF INDEPENDENT DIRECTORS
A separate meeting of the Independent Directors was held on 13th February2019. Mr. Mahesh Kumar Kejriwal was elected as the Lead Independent Director of theCompany. Details of the separate meeting of the Independent Directors held and attendanceof Independent Directors are provided in the Report on Corporate Governance forming partof this report.
BOARD INDUCTION TRAINING AND FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
To familiarize the Independent Directors with the strategy operations and functions ofour company the executive directors/ senior managerial employees make presentation to theIndependent Directors about the company's strategy operations and service offeringsmarkets finance quality etc. The Director is also explained in detail the variouscompliances required from him as a Director under the various provisions of the CompaniesAct 2013 SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 SEBI(Prohibition of Insider Trading) Regulations 2011 the Code of Conduct of the Company andother relevant regulations.
Further at the time of appointment of an Independent director the company issues aformal letter of appointment outlining his/ her role function duties andresponsibilities as a director. The details of the familiarization programme imparted toindependent directors are disclosed on the Company's websitewww.decillion.co.in.
ANNUAL EVALUATION OF BOARD'S PERFORMANCE
The Nomination and Remuneration Committee (NRC) of your Company has formulated and laiddown criteria for performance Evaluation of the Board (including Committees) and everydirector (including Independent Directors & Managing Director) pursuant to provisionof Section 134 Section 149 read with Code of Independent Directors (Schedule IV) andsection 178 of the Companies Act2013 and Regulation 19(4) read with Part D of Schedule IIof SEBI Listing Regulations 2015 covering inter-alia the following parameters namely:
1. Board Evaluation- degree of fulfilment of key responsibilities; Board culture anddynamics
2. Board Committee Evaluation-effectiveness of meetings; committee dynamics.
3. Individual Director Evaluation (including IDs)-contribution at Board Meetings.
Further the Executive Director is evaluated on key aspects of the role which includesinter-alia effective leadership to the Board and adequate guidance to the Management.
During the Financial Year 2018-19 five (05) meetings of the Board of Directors of theCompany were held. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.
COMMITTEES OF THE BOARD
The Board has duly constituted Audit Committee as per the provisions of Section 177 ofthe Companies Act 2013 read with SEBI (LODR) Regulations 2015. The composition of theCommittee is provided under the Corporate Governance Report. There have been no instancesduring the year where recommendations of the Audit Committee were not accepted by theboard.
Nomination & Remuneration Committee
The Board has duly constituted Nomination & Remuneration Committee as per theprovisions of Section 178 of the Companies Act 2013 read with SEBI (LODR) Regulations2015. The composition of the Committee is provided under the Corporate Governance Report.
Stakeholders Relationship Committee
The Board has duly constituted Stakeholders Relationship Committee as per theprovisions of Section 178 of the Companies Act 2013 read with SEBI (LODR) Regulations2015. The composition of the Committee is provided under the Corporate Governance Report.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Company's Remuneration Policy is available on the Company's website atwww.decillion.co.in.
The information required pursuant to Section 197(12) read with Rule 5(1) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company is attached here as Annexure-B and forms a part of the Directors'Report.
There are no employees who are in receipt of remuneration in excess of the limitspecified under section 134(3) (q) read with Rule 5 (2) and 5 (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered with Related Parties during the financial year were on anarm's length basis and were in ordinary course of business and the provision of Section188 of the Companies Act 2013 are not attracted. Thus disclosure in Form AOC- 2 is notrequired. The Audit Committee reviews all the related party transactions quarterly.Further the Company has not made any materially significant related party transactionswith Promoters Directors or other designated person which may have a potential conflictwith the interest of the Company at large. The policy on materiality of related partytransaction and dealing with related party transaction as approved by the board mayaccessed on company's website at the link www.decillion.co.in.
Your directors draw attention of members to notes to the Financial Statements which setout related party disclosures.
At the 24th Annual General Meeting of the Company held in the year 2018 M/sC. K. Chandak& Co Chartered Accountants was appointed as statutory auditors of theCompany for a period of five years till the conclusion of 29th AGM of theCompany. In terms of the first proviso to section 139 of the Companies Act 2013 theappointment of the Auditors shall be placed for ratification at every Annual GeneralMeeting. However the Companies Amendment Act 2017 has come into force on 7th May 2018and the requirement of ratification of Auditors in every Annual General Meeting has beenomitted. Hence M/s. C. K. Chandak& Co. Chartered Accountants will hold office for 5years and they would not be subject to ratification during continuation of in the officeof the Auditors of the Company.
M/s Rishi Agarwal & Co. Chartered Accountants was appointed as the InternalAuditor of the Company for the Financial Year 2018-19.
The Company had appointed Mr. Anand Khandelia Practising Company Secretary as theSecretarial Auditor of the Company for the Financial Year 2018-19. According to theprovision of section 204 of the Companies Act 2013 read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Secretarial AuditReport submitted by Company Secretary in Practice is enclosed as a part of this report asAnnexure-C.
The Company is not required to maintain cost records as specified by the CentralGovernment under section 148 of the Companies Act 2013.
The Auditor's Report read together with the Notes on Accounts are self-explanatory andtherefore do not call for any further explanation and comments. No frauds were reported bythe Auditor se under subsection 12 of Section 143 of the Companies Act 2013.
The Secretarial Audit Report of the Company does not contain any qualificationreservation or adverse remark.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION
Your Company has always taken adequate steps to adhere to all the stipulations laiddown in SEBI (LODR) Regulations 2015. A report on Corporate Governance is included as apart of this Annual Report. Compliance Certificate from Mr. Rajesh Ghorawat PracticingCompany Secretary confirming the compliance with the conditions of Corporate Governanceas stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 is included as a part of this report.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act 2013 are not applicable to theCompany.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
The provisions of Section 134(3)(m) are not applicable to the Company.
FOREIGN EXCHANGE EARNINGS & OUTGO
There is no foreign exchange earnings and outgo during the year under review.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34 SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015 is annexed to this report.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to themembers of the Board and all employees in the course of day to day business operations ofthe company. The code laid down by the Board is known as "Code of Conduct" whichforms an Appendix to the Code. The Code has been posted on the Company's websitewww.decillion.co.in.
All the Board Members the Senior Management personnel and personnel one level belowthe Board have confirmed compliance with the Code. All Management Staff were givenappropriate training in this regard.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 Directors of your Company herebystate and confirm that:
(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;
(ii) 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 and loss of the Company for that period;
(iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(iv) the directors have prepared the annual accounts on a going concern basis;
(v) the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
(vi) the directors have devised proper system to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
RBI GUIDELINES FOR NON-BANKING FINANCIAL COMPANIES
The Company has observed all the prudential norms prescribed by the Reserve Bank ofIndia. The Schedule as required in terms of Paragraph 13 of Non-Banking FinancialCompanies Prudential Norms (Reserve Bank) Directions 2015 is annexed herewith.
PROVISIONS OF SEXUAL HARASSMENT
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Further the Company has constituted an Internal ComplaintsCommittee for redressing the complaints against sexual harassment. There was no complaintreceived during the year.
RISK MANAGEMENT POLICY
Risk Management Programme involves risk identification assessment and risk mitigationplanning for strategic operational financial and compliance related risks across variouslevels of the organization. The Board of Directors and senior management team recurrentlyassess the operations and operating environment to identify potential risks and takenecessary mitigation actions.
As on March 31 2019 the Company had two Indian subsidiaries i.e. Littlestar TracomLLP and Maruti Tie up LLP. None of the subsidiaries are material in nature.
In compliance with Accounting Standard 21 your Company has prepared its consolidatedfinancial statements which forms part of this annual report. Pursuant to the provision ofSection 129(3) of the Companies Act 2013 a separate statement containing the salientfeatures of the subsidiaries in the prescribed form AOC-1 forms part of this report asAnnexure-D. The accounts of the subsidiaries will be available to any member seeking suchinformation at any point of time. The financial statement of the Company along with theaccounts of the subsidiaries are available at the website of the Company namelywww.decillion.co.in and kept open for inspection at the registered office of the Company.
The Policy for determining material subsidiaries as approved may be accessed on theCompany's website at the www.decillion.co.in.
The disclosures and reporting with respect to issue of equity shares withdifferential rights as to dividend voting or otherwise is not applicable as the Companyhas not issued any such shares during the reporting period.
The disclosures and reporting on issue of shares (including sweat equity sharesand Issue of Shares under Employees Stock Option Scheme) to employees of the Company underany scheme are not applicable as the Company has not issued any such shares during thereporting period.
The company has complied with the applicable provisions of Secretarial StandardsSS-1 and SS-2 with respect to convening of Board Meetings and General Meetings during theperiod under review.
There is no change in the nature of the business of the Company.
Your Directors take this opportunity to express their thanks to various departments ofthe Central and State Government Bankers Customers and Shareholders for their continuedsupport.
The Directors wish to place on record their appreciation for the dedicated efforts putin by the Employees of the Company at all levels.
For and on behalf of the Board of Directors
| ||(Jitendra Kumar Goyal) ||(Vidhu Bhushan Verma) |
|Place: Kolkata ||Managing Director ||Director |
|Date: 13th August 2019 ||DIN 00468744 ||DIN 00555238 |