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Escorts Finance Ltd.

BSE: 511716 Sector: Financials
NSE: ESCORTSFIN ISIN Code: INE359A01012
BSE 00:00 | 26 Nov 6.98 0.33
(4.96%)
OPEN

6.98

HIGH

6.98

LOW

6.98

NSE 05:30 | 01 Jan Escorts Finance Ltd
OPEN 6.98
PREVIOUS CLOSE 6.65
VOLUME 10752
52-Week high 6.98
52-Week low 2.66
P/E
Mkt Cap.(Rs cr) 28
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.98
CLOSE 6.65
VOLUME 10752
52-Week high 6.98
52-Week low 2.66
P/E
Mkt Cap.(Rs cr) 28
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Escorts Finance Ltd. (ESCORTSFIN) - Director Report

Company director report

Your Directors are pleased to present the Thirty Second Annual Report together withthe Audited Financial Statements of the Company for the financial year ended March 312020 and the Auditors' Report thereon.

Financial Results

Particulars Financial Year ended March 31 2020 Financial Year ended March 31 2019
Gross Income 50.30 44.36
Profit/ (Loss) before write off provisions & tax 14.00 6.80
Tax adjustment for earlier years - -
Profit/ (Loss) after Tax 14.00 6.80

The Gross Income comprises of amount(s) received on recovery of delinquent assetsthrough settlement/ compromise/ legal action and other income.

Dividend

In view of losses suffered by the Company no dividend has been considered for theyear.

Fixed Deposits

An amount of Rs. 15.16 Lacs has been paid to the Fixed Deposit holders during thefinancial year ended March 31 2020. As on the said date there is an unclaimed/ unpaidfixed deposit liability of Rs. 1069.84 Lacs.

Management Discussion and Analysis

(i) Industry Structure and Development & Opportunities and Threats

The Company has surrendered its Certificate of Registration and RBI also through itsOrder dated April 16 2016 has cancelled Company's Certificate Registration No- A-14.01690.

The Company is presently engaged in recovery of delinquent loan assets and settlementof old legal cases filed by/ against the Company. Your directors are exploring thepossibilities of venturing into new business areas.

(ii) Opportunities and threats

The Company is presently engaged in recovery of delinquent loan assets and settlementof old legal cases filed by/ against the Company. Your directors are exploring thepossibilities of venturing into new business areas.

(iii) Segment-wise or Product-wise Performance

The Company has been primarily engaged in the business of hire purchase leasing billdiscounting and nonfund based activities. Since the risk and returns in these businessesare similar therefore these are grouped as a single segment. This is in accordance withthe guiding principle provided in the Indian Accounting Standard on Segment Reporting (INDAS - 108) issued by The Institute of Chartered Accountants of India.

The Company is presently engaged in recovery of delinquent loan assets and settlementof old legal cases filed by/ against the Company. Your directors are exploring thepossibilities of venturing into new business areas.

(iv) Future Outlook

The Company is presently engaged in recovery of delinquent loan assets and settlementof old legal cases filed by/ against the Company. Your directors are exploring thepossibilities of venturing into new business areas.

(v) Risks and Concerns

The Company is presently engaged in recovery of delinquent loan assets and settlementof old legal cases filed by/ against the Company. The management sees uncertainty in suchsettlements as the present functioning is only limited to recovery of delinquent loanassets. However your directors are exploring the possibilities of venturing into newbusiness areas.

(vi) Internal Control Systems and their adequacy

The Internal Control Systems are in place to serve the existing operations of theCompany.

(vii) Financial Performance

The profit for the year after write offs/ provisions etc. and tax amounts to Rs. 14.00Lacs.

(viii) Human Resource and Industrial Relations

The Company is having three employees as on the date of this report. Your Directorsrelation at all levels with employees were cordial.

Cautionary Statement

Statements in this Management Discussion and Analysis section describing the Company'sobjectives projections estimates and expectations may be 'forward looking statements'within the meaning of applicable laws and regulations. Actual results may differsubstantially or materially from those expressed or implied. Important developments thatcould affect the Company's operations are significant changes in political and economicenvironment in India tax laws RBI regulations exchange rate fluctuation and relatedcosts.

Directors

In accordance with the provisions of Companies Act 2013 (hereinafter referred as"the Act") and Articles of Association of the Company Mr. Rajeev KhannaDirector retire by rotation at the ensuing AGM and being eligible offer himself forre-appointment.

During the period under review Mr. Rajeev Khanna and Mr. Vinod Dixit who wereappointed as Additional Directors of the Company have been regularized as Directors in theAnnual General Meeting held on September 30 2019.

The policy for Appointment and Remuneration of Director's Key Managerial Personnel andOther Employees is attached as Annexure - A and forms an integral part of this report.

The Company has devised the criteria for performance evaluation of IndependentDirectors Board Committees and other individual Directors which includes criteria forperformance evaluation of the non-executive directors. Evaluation was done by the Boardfor its own performance and that of its Committees and individual Directors.

The brief resume and other details relating to the Director proposed to bere-appointed as required to be disclosed under Listing Regulations and other applicableprovisions are provided as under:

Particulars Mr. Rajeev Khanna
Director Identification Number 08471497
Date of Birth 03.03.1957
Date of Appointment 04.06.2019
Qualifications Associate Member of ICWA
Brief Resume and Area of Expertise Mr. Rajeev Khanna is having approx. 41 years of experience in his field and is also having strong leadership skills which will be beneficial for the company in long run.
His appointment is done on the basis of his leadership quality and past experience.
Directorships held in other companies (excluding foreign companies) Escorts Consumer Credit Limited
Committee Memberships of other Companies (includes only Audit Committee and Stakeholders Relationship Committee)
Number of shares held in the Company -
Relationship between directors inter-se There is no inter-se relationship between Mr. Rajeev Khanna and other directors.
Terms and Conditions of appointment/ re-appointment along with details of remuneration if any The directors have been appointed in terms of the provisions of Companies Act 2013 and are responsible to undertake the roles and responsibilities prescribed under the Companies Act 2013 and other laws for the time being in force. In addition the Directors are also responsible to undertake the roles and responsibilities assigned by the Board from time to time.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with criteria of independence as prescribed under subsection (6)of Section 149 of the Act and under Regulation 161(1)(b) & 25(8) of SEBI (ListingObligations and Disclosure Requirements) Regulation 2015 (hereinafter referred as"the Listing Regulations")

The details of programme for familiarisation of Independent Directors with the Companytheir roles rights responsibilities in the Company and related matters are put up on thewebsite of the Company www.escortsfinance. com.

Corporate Governance

Your Company reaffirms its commitment to the good corporate governance practices andhas adopted the Code of Conduct which has set out the systems processes and policyconforming to established standards. Pursuant to the Listing Regulations the CorporateGovernance Report and Auditors' Certificate regarding compliance of conditions ofCorporate Governance are enclosed as Annexure - B and forms an integral part of thisReport.

Subsidiaries. Joint Ventures and Associate Companies

The Company do not have any Subsidiary Joint Venture or Associate Company.

Auditors and Auditors' Report Statutory Auditors

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit andAuditors) Rules 2014 the shareholders of the Company in the 29th AGM held on September26 2017 had appointed M/s Kapish Jain & Associates Chartered Accountants New Delhi(Firm Registration No. 022743N) as Statutory Auditors of the Company for a period of 5years i.e. upto the conclusion of AGM to be held in the year 2022.

In accordance with the Companies (Amendment) Act 2017 enforced on May 7 2019 by MCAthe appointment of Statutory Auditors is not required to be ratified by members at everyAGM.

Secretarial Auditors

The Board of Directors of the Company had appointed M/s Jayant Gupta and AssociatesPracticing Company Secretaries to conduct secretarial audit of the Company for thefinancial year 2019-20. The Secretarial Audit Report for the financial year ended March31 2020 is enclosed as Annexure - F and forms an integral part of this Report.

Auditors Qualifications/ Observations and Management Comments Thereon

The qualifications/ observations made by the Statutory Auditors in the Auditors' Reportare dealt with separately in the Notes to the Balance Sheet and the Statement of Profitand Loss. Management response to the same is as under:

Note 33: Complete facts have been disclosed in the note which is self-explanatory anddo not call for any further comments.

Management responses to the observations made by the Secretarial Auditors in theSecretarial Audit Report are dealt as under:

All the observations are self-explantory and do not call for any further comment.

Particulars of Employees

In terms of provisions of Section 197(12) of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 a statement showingthe names of the employees in terms of remuneration drawn is available with the CompanySecretary. Having regard to the provisions of Section 136(1) of the Act the Annual Reportexcluding the aforesaid information is being sent to the members of the Company. Anymember interested in obtaining such particulars may write to the Company Secretary of theCompany and the same will be furnished on request.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as Annexure - C and forms an integral part ofthis Report.

Conservation of Energy Technology Absorption. Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under Section 134(3)(m) of theCompanies Act 2013 read with Companies (Accounts) Rules 2014 are as follows:-

A. Conservation of Energy

Your Company being engaged in financing business and does not have any activityrelating to conservation of energy.

B. Technology absorption: N.A

C. Foreign exchange earnings and outgo

During the period under review there was no foreign exchange outflow from your Companyand it had no foreign exchange earnings.

Disclosures

Meetings of the Board

Five meetings of the Board of Directors were held during the year. For further detailsplease refer Report on Corporate Governance annexed as Annexure - B to this report.

Audit Committee

All the recommendations made by the Audit Committee were accepted by the Board.

For constitution and other details of the Audit Committee please refer Report onCorporate Governance annexed as Annexure- B to this report.

Extracts of Annual Return

In terms of provisions of Section 92 of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 the extracts of Annual Return in Form MGT-9is enclosed as Annexure - D and forms an integral part of this Report.

Particulars of Loans given. Investments made. Guarantees given and Securities provided

During the year under review no loan guarantees and securities has been provided. Thedetails of investments are provided in Note of 5 of the Notes to accounts.

Contracts and Arrangements with Related Parties

During the year the Company had not entered into any contract/ arrangement/transaction with related parties.

The particulars of contracts and arrangement with related parties under section 188(1)in Form AOC-2 are enclosed as Annexure - E.

The Policy on materiality of related party transactions and dealing with related partytransactions as provided by the Board may be accesses on the Company's website at thelink: www.escortsfinance.com.

Your directors draw attention of the members to Note 39 & 40 to the financialstatement which sets out related party disclosures.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.

Risk Management

A Risk Management Committee which has been entrusted with the responsibility to assistthe Board in (a) overseeing and approving the Company's enterprise wide risk managementframework; and (b) overseeing that all the risks that the organisation faces such asstrategic financial credit market liquidity security property IT legalregulatory reputational and other risks have been identified and assessed and there is anadequate risk management infrastructure in place capable of addressing those risks.

The Company has laid down a Risk Management Policy and the same is available on thewebsite of the Company. Secretarial Standards

The Company is in compliance with all the applicable Secretarial Standards.

Prevention of Sexual Harassment

Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the provision related to constitution of internal complaincommittee is not applicable on the Company.

Significant or material orders passed by the Regulators or Courts or Tribunals

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.

Material Changes and Commitment affecting the financial position

There are no material changes affecting the financial position of the Companysubsequent to the close of the Fiscal 2020 till the date of this report.

Directors' Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:

(i) in the preparation of the annual accounts for the year ended March 31 2020 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed alongwith proper explanation relating to material departures;

(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 as at March 31 2020 and of the profitand loss of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) the Directors have prepared the annual accounts for financial year ended March 312020 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 had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Acknowledgement

Your Directors wish to acknowledge and thank the co-operation and assistance extendedby the Banks Financial Institutions Government Agencies Customers and Depositors.

The Directors also wish to convey their deep appreciation for the contribution made bythe employees to the operations of the Company in particular those who continued with theCompany and extended their full support during this difficult period. We also convey ourthanks to our esteemed shareholders for their continued support and encouragement.

For and on behalf of the Board of Directors

Sd/- Sd/-
Rajeev Khanna Sumit Raj
Place: Faridabad Whole-Time Director Director
Date: : August 20 2020 DIN:08471497 DIN:07171298

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