Decillion Finance Ltd.
|BSE: 539190||Sector: Financials|
|NSE: N.A.||ISIN Code: INE848N01017|
|BSE 00:00 | 25 May||Decillion Finance Ltd|
|NSE 05:30 | 01 Jan||Decillion Finance Ltd|
Decillion Finance Ltd. (DECILLIONFIN) - Director Report
Company director report
Your directors have pleasure in presenting their Twenty-third Annual Report on thebusiness and operations of Decillion Finance Limited (the "Company") togetherwith the audited statement of accounts for the year ended 31st March 2017.
Financial Highlights (Standalone And Consolidated)
During the year under review performance of your company as under:
The consolidated performance of the group as per consolidated financial statements isas under:
Gross revenues increased from ? 9431744 to ? 15041934 having a growth of around59.48%. Profit before taxation was ? 1840809 against ? 1759342 in the previous year.The percentage of profit before tax has increased by 4.63% as compared to previous year.
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.
With the view to conserve the resources of Company the Directors are not recommendingany dividend.
Transfer to Reserves
Your Directors propose to transfer nil amount to the General Reserves.
Changes In Share Capital
During the Financial Year 2016-17 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 2017 was 6617717 (previous year4894132).The Company's working capital management is based on a well-organized process ofcontinuous monitoring and controls.
The Company being a Non- Banking Financial Company has not accepted any public depositsfalling within the ambit of Section 73 of the Companies Act 2013 and the Rules framedthere underand as such no amount on account of principal or interest on public depositswas outstanding as on the date of the balance sheet.
Particulars of Loan. Guarantees and Investments Under Section 186
The Company has not given any loans orguarantees covered underthe provisions of section186 of the Companies Act 2013 as it is exempted from the applicability of the provisionof Section 186 of the Companies Act 2013 read with Rule 11 of the Companies (Meeting ofBoard and its Powers) Amendment Rules 2015 as your Company is NBFC registered with RBIwhose principal business inter alia includes financing of companies.
The details of the investments made by the Company are given in the notes to thefinancial statements.
Internal Control Systems and Their Adequacy
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board &to the Director.
Vigil Mechanism / Whistle Blower Policy
The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns details of which is available on the Company's website
Details of Subsidiary
As on March 312017 the Company had two Indian subsidiaries. In compliance withAccounting Standard 21 your Company has prepared its consolidated financial statementswhich forms part of this annual report. Pursuant to the provision of section 129(3) of theCompanies Act 2013 a separate statement containing the salient features of thesubsidiary companies in the prescribed form AOC-l(Annexure IV) is a part of theconsolidated financial statement. The accounts of the subsidiary companies will beavailable to any member seeking such information at any point of time. The financialstatement of the Company along with the accounts of the subsidiaries will be available atthe website of the Company namely www.decillion.co.in and kept open for inspection at theregistered 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 .
None of the subsidiaries mentioned in above paragraph is a material subsidiary whoseincome or net worth in the immediately preceding accounting year exceeds twenty percent ofthe consolidated income or net worth respectively of the Company and its subsidiaries. TheBoard of Directors of the Company has approved a Policy for determining materialsubsidiary in line with the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015. The Policy has been uploaded on the Company's website at
Consolidated Financial Statements
The Consolidated Financial Statements of the Company for the year 2017 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 statements together with the Auditors' Reportthereon form part of the Annual Report.
The consolidated profit before tax of the Company and its subsidiaries amounted to1805756 for the Company's financial year ended March 2017 as compared to 1766596 forthe previous year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Change in Directorship of the Company
Mr. Mahesh Kumar Kejriwal (DIN: 07382906) was appointed as an Additional IndependentNon Executive Director of the Company on 30th April 2016 to hold office upto the date ofensuing Annual General Meeting. Further at the 22nd AGM shareholders approvethe appointment of Mr. Mahesh Kumar Kejriwal for appointment as Independent Director atthe ensuing Annual General Meeting.
During the year the Board of Directors has accepted the resignation of Mr. NikunjKanodia Director of the Company with effect from April 182016 and Ms.Vishakha MundhraAdditional Independent Woman Director with effect from August 202016
The Board of Directors has placed on record its warm appreciation of the richcontribution made by them.
The Board of Directors has also accepted the resignation of Mrs. Poonam Dalmia CompanySecretary of the Company with effect from April 23 2016. The Board of Directors hasplaced on record the appreciation of the services provided by her during her tenure.
Mr. Rama Kant Mishra was appointed as the Company Secretary w.e.f 20.08.2016 but due tounavoidable circumstances he had to resign forthe post of Company Secretary w.e.f. 4thApril 2017. The company also took a note of his valuable service rendered to the Company.Further based on the consent letter and subsequent interview Miss. Archana Mishra wasappointed as the Company Secretary w.e.f. 17.07.2017.
Directors coming up for retirement bv rotation
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Mahesh Kumar Bhalotia retired by rotation and beingeligible offered himself for reappointment as Directors.
In accordance with Section 149(7) of the Companies Act 2013 each Independent Directorhas given a written declaration to the Company confirming that he meets the criteria ofindependence as mentioned under Section 149(6) of the Companies Act 2013 andSEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
Kev Managerial Persons
Pursuant to the provisions of Sections 2(51) 203 of the Companies Act 2013 read withThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thefollowing are the Key Managerial Persons as on 31.03.2017:
1. Mr. Rajesh KumarYadav Chief Financial Officer.
2. Mr.Jitendra Kumar Goyal Managing Director.
3. Mr. Rama Kant Mishra Company Secretary. (Resigned w.e.f. 04.04.2017)
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 VI and forms a part of theDirectors' 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
Board Induction. Training And Familiarisation Programme For Independent Directors
At the time of appointment of the Director a formal letter of appointment is given tohim which inter-alia explains the role functions and responsibilities expected of him asa Director of the Company. The Director is also explained in detail the variouscompliances required from him as a Director under the various provisions of the CompaniesAct 2013 Regulation 25 SEBI(Listing Obligations and Disclosure Requirement) Regulations2015 SEBI(Prohibition of Insider Trading) Regulations 2011 the Code of Conduct of theCompany and other relevant regulations.
The Director upon appointment is formally inducted to the Board. In order tofamiliarize the Independent Directors about the business drivers they are updated throughpresentations at Board Meetings about the Financials of the company and also about the newproduct launches. They are also provided booklets about the business and operations of thecompany. The Directors are also updated on the changes in relevant corporate laws relatingto their roles and responsibilities as Directors. The details of the Board Familiarizationprogramme for the Independent Directors can be accessed in the website of the Company viz;www.decillion.co.in .
Familiarization Program for the Independent Directors
In compliance with the requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company
has put in place a Familiarization Programme for Independent Directors to familiarizethem with the working of the Company their roles rights and responsibilities vis-a-visthe Company the industry in which the Company operates business model etc. Details of theFamiliarization Programme are explained in the Corporate Governance Report and are alsoavailable on the Company's website at; www.decillion.co.in .
Pursuant to the provisions of the Companies Act 2013 and regulation 17ofSEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andCompliance Committees.
The Nomination and Remuneration Committee (NRC) of your Company has formulated and laiddown criteria for preformance Evaluation of the Board (including Committees) and everydirector (including Independent Directors and Chairman & Managing Director) pursuantto provision of Section 134 Section 149 read with code of Independent Directors (scheduleiv) and section 178 of the companies Act 2013 and Regulation 19(4) read with Part D ofschedule II ofSEBI Listing Regulations 2015 covering inter-alia thefollowing parametersnamely:
1. Board Evaluation-degree of fulfillment of key responsibilities; Board culture anddynamics
2. Board Committee Evaluation - effectiveness of meetings; committee dynamics.
3. Individual Director Evaluation (including Ids) - contribnution at Board Meetings.
Further the Chairman and Managing Director is evaluated on key aspects of the rolewhich includes inter-alia effective leadership to the Board and adequate guidance to theCEOs.
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 and also forms part of Directors Report as Annexure II.
Number Of Board Meetings
During the Financial Year 2016-17 seven (07) 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.
The Chairman of the Committee is an Independent Director. The Committee met Four (04)times during the year. Details of the role and responsibilities of the Audit Committeethe particulars of meetings held and attendance of the Members at such Meetings are givenin the Corporate Governance Report.
Meetings of Independent Directors
A separate meeting of the Independent Directors was held on 14th February 2017. Mr.Mahesh Kumar Kejriwal was elected as the Lead Independent Director of the Company. Detailsof the separate meeting of the Independent Directors held and attendance of IndependentDirectors are provided in the Report on Corporate Governance forming part of this report.
Particulars of Contracts or Arrangements With Related Parties
All Related party transactions that were entered into during the financial year were onan arms length basis and in the ordinary course of business. There are no materialsignificant related party transactions made by the Company during the year that would haverequired shareholder approval under Clause 49 of the Listing Agreement. All related partytransactions are reported to the Audit Committee. Prior approval of the Audit Committee isobtained on a yearly basis for the transactions which are planned and/ or repetitive innature and omnibus approvals are taken within limits laid down for unforeseentransactions. The disclosure under Section 134(3)(h) of the Companies Act 2013 read withRule 8(2) of the Companies (Accounts) Rules 2014 is not applicable. The Policy on RelatedParty transactions as approved by the Board has been uploaded on the Company's Website andmay be accessed at the link
The details of the transactions with related parties during 2016-17 are provided in theaccompanyingfinancial statements.
None of the Independent Directors had any pecuniary relationship or transactions withthe Company during the year under review.
M/s. S. K. Rungta & Co. Chartered Accountants (FRN: 308081E) Kolkata wereappointed as Statutory Auditors of the Company from the conclusion of the Annual GeneralMeeting held on 30.09.2014 until the conclusion of 23rd Annual General Meeting to be heldin theyear 2017. The term of appointment of M/s. S. K. Rungta & Co CharteredAccountants will complete atthe conclusion of the forthcoming AGM. The Board took onrecord its appreciation of service rendered by them during their tenure as StatutoryAuditors of the Company.
M/sT. C. Mahawar&Co Chartered Accountants have been proposed to be appointed asstatutory auditors of the Company at the ensuing Annual General Meeting for a period offive years from the conclusion of the ensuing 23rd AGM till the conclusion of 28th AGM ofthe Company. The said firm has given its consent and declared that they are notdisqualified to be appointed as statutory auditors.
Report of M/s. S. K. Rungta & Co Chartered Accountants and statutory auditor'sreport does not contain any qualification reservation or adverse remark. The Auditor'sReport is enclosed with the financial statements in this Annual Report.
Auditor's Certificate On Corporate Governance
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015the auditor's certificate on corporate governance is enclosed as Annexure V to the Board'sReport. The auditor's certificate for fiscal 2017 does not contain any qualificationreservation or adverse remark.
Mr. Anand Khandelia Practicing Company Secretary was appointed to conduct thesecretarial audit of the Company for the financial year 2016-17 as required under Section204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Report forFinancial Year 2016-17 forms a part of the Directors Report and is attached here asAnnexure III.
The Report confirms that the Company had complied with the statutory provision listedunder Form MR-3 and the Company also has proper board processes and compliance mechanism.The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
Whistle Blower Policy (Vigil Mechanism)
Your Company has formulated a codified Whistle Blower Policy incorporating theprovision relating to Vigil Mechanism in terms of Section 177 of the Companies Act 2013and Regulation 22 of SEBI Listing Regulation 2015 in order to encourage Directors andEmployees of your Company to escalate to the level of the Audit Committee any issue ofconcerns impacting and compromising with the interest of your company and itsstakeholderrs in any way. Further refer Annexure V.
The Company is committed to maintaining the highest standards of Corporate Governanceand adhering to the Corporate Governance requirements as set out by Securities andExchange Board of India. The Report on Corporate Governance as stipulated in SEBI (ListingObligations and Disclosure Requirement) Regulations forms part of the Annual Report andannexed as Annexure V.
Corporate Social Responsibility
The provisions of section 135(1) of the Companies Act 2013 read with CSR rules 2014 arenot attracted on the Company. Explanation To Auditor's Remarks
The Auditors' Report by the Statutory Auditors and by the Secretarial Auditor in theSecretarial Audit Report being self- explanatory does not call for any further commentsby the Board of Directors.
Conservation Of Energy & Technology Absorption
Since the Company does not own any manufacturing facility being an Investment Companythe particulars relating to conservation of energy and technology absorption stipulated inthe Companies (Accounts) Rules 2014are not applicable.
Foreign Exchange Earnings & Outgo
There is noforeign exchange earnings and outgo duringthe year under review.
Extract of Annual Return
The extract of Annual Return in format MGT -9 for the Financial Year 2016-17 has beenenclosed with this report as Annexure I
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.
Statutory & Legal Matters
There has been no significant and/or material order(s) passed by anyRegulators/Courts/Tribunals impacting the going concern status and the Company'soperations in future.
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 businessconduct" which forms an Appendix to the Code. The Code has been posted on theCompany's website www.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
The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of section 134(3)(c) read with section 134(5) of the Companies Act 2013 andClause 49(lll)(D)(4)(a) of the listing agreement with Stock Exchanges in the preparationof the annual accounts for the year ended on 31.03.2017 and state that:
(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relatingto 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 of the Company forthat period;
(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
(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) There is a proper system to ensure compliance with the provisions of allapplicable 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.
Prohibition of InsiderTradine
The Company has a policy prohibiting Insider Trading in conformity with applicableregulations of SEBI in India. Necessary procedures have been laid down for Directorsofficers and employees for trading in the securities of the Company. The policyprocedures and their obligations are periodically communicated to the employees who areconsidered as insiders of the Company. Trading window closure/blackout/ quiet periodswhen the Directors and employees are not permitted to trade in the securities of theCompany are intimated to all Directors and employees in advance whenever required.
Provisions of Sexual Harassment
The provisions of Sexual Harassment of Women at the work place (Prevention Prohibitionand Redressal) Act 2013 is not attracted on the Company However the Company has avoluntary policy towards Prevention of Sexual Harassment of Women employees of the Companyand has set up a mechanism for registering and prompt redressal of complaints receivedfrom all permanent and temporary employees and staffs.
The statements forming part of the Directors' Report may contain certain forwardlooking remarks within the meaning of applicable securities laws and regulations. Manyfactors could cause the actual results performances or achievements of the Company to bematerially different from any future results performances or achievements that may beexpressed or implied by such forward looking statements.
Your Directors state that no disclosure orr reporting is reqauired in respect of thefollowing items as there were no transactions on these items duringthe year under review:
Issue of equity shares with differential rights as to dividend voting orotherwise.
Your Company does not have any scheme of provision of money for the purchase ofits own shares by employees or by trustees for the benefit of employees.
There was no revision in the Financial Statements.
There was no change in the nature of business.
Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government the Ministry of Corporate Affairs the ReserveBank of India Local Bodies Executives Staff and others at all levels for theircontinuous support cooperation assistance and look forward to their continued support inthe future. Our consistent growth was made possible by their hard work solidaritycooperation and support. The Board expects to receive their continuous support in futurealso.