Fundviser Capital (India) Limited (Formerly known as Bagadia Colourchem Ltd.)
The Board of Directors have pleasure in presenting before you the 34thAnnual Report and Audited Statements of Accounts for the financial year ended as on 31stMarch 2019.
1. FINANCIAL RESULTS
The Financial Results for the year ended on 31st March 2019 are brieflygiven below:-
|PARTICULARS ||2018-2019 ||2017-2018 |
| ||(Rs.) ||(Rs.) |
|Revenue from Operations & Other Income ||3783552 ||3829937 |
|Profit before Interest Depreciation & Income Tax ||868549 ||11639 |
|Less : || || |
|Interest ||93054 ||246115 |
|Depreciation ||55229 ||35169 |
|Profit/ (Loss) for the Year before tax ||720266 ||(269645) |
|Less : Provision for Tax || || |
|Current Tax ||400000 ||37000 |
|Deferred Tax ||(406323) ||169632 |
|Earlier Year ||16974 ||(164289) |
|Profit/(Loss) after Tax ||709615 ||(311988) |
2. COMPANY'S AFFAIRS PERFORMANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT
Reclassification of Promoters:
As the Member are aware during the Previous Financial Year i.e. 2017-18 the originalPromoters of the Company consisting of Mr. Natwarlal Bagadia Mr. Sushil Bagadia and Mrs.Sangeeta Bagadia sold their entire stake which represented 47.52% of the Share Capital ofthe Company to Mrs. Namrata Jain (Acquirer - 1) Miss. Prachi Jain (Acquirer - 2) andSureshchand Chhotelal Jain (HUF) (Acquirer - 3) accordingly the Promoter Shares now vestwith aforesaid Jain Family.
The Shareholders of the Company in its 33rd Annual General Meeting held on27th September 2018 passed a Special Resolution under Regulation 31A ofSecurities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 for Re-classification of the status of the outgoing Promoters.Accordingly the Acquirers viz. Mrs. Namrata Jain Miss. Prachi Jain and SureshchandChhotelal Jain (HUF) have been classified as the Promoters.
The re-classification of the earlier Promoters viz. Mr. Natwarlal R. Bagadia Mr.Sushil Bagadia and Mrs. Sangeeta Bagadia from Promoter Category to Public Category isstill pending as the names of Mr. Mohit Bagadia & Ms. Sneha Tekriwal the Personsacting in concert were not included in the original Resolution. Accordingly necessaryResolution to that effect is proposed in the ensuing Annual General Meeting for yourapproval.
Alteration in Objects and Change of Name:
The Objects of the Company were altered so as to introduce new line of activity in thefield of Investment & Finance Share & Stock Broker Portfolio Management etc. Thename of the Company was also changed from Bagadia Colourchem Ltd. to Fundviser Capital(India) Ltd.
The Registrar of Companies Mumbai has approved both Alteration in Object Clause andChange of Name. However the Change of name in the records of BSE Limited is still underprocess.
Application to RBI for registration as NBFC:
On alteration of the Objects Clause the Company had applied to Reserve Bank of India(RBI) for registration as NBFC. However the application has not been considered favorablyby RBI due to technical reasons. The Company will take necessary action in the matter toseek the registration.
Review of Operations:
Though the Company has not started its NBFC activities in a full-fledged manner theentire Revenue of the Company consists of the said new activities.
During the year under review the Revenue from Operations of the Company was ' 25.15Lakh. The Company has earned a Profit before Tax of ' 7.20 Lakh as against the Loss of '2.69 Lakh of the previous year.
On recognition of the status as NBFC the Company will start its new activities in afull-fledged manner.
3. CAUTIONARY STATEMENT
Statements in this report particularly those which relate to Management Discussion andAnalysis describing the Company's objectives projections estimates and expectations mayconstitute 'forward looking statements' within the meaning of applicable laws andregulations. Actual results might differ materially from those either expressed orimplied.
4. TRANSFER TO RESERVES
Your Company has not proposed to transfer any amount to the General Reserve.
With a view to augment Long Term Resources and to plough back the earnings in theBusiness itself your Directors do not recommend any Dividend on the Shares of theCompany.
6. PUBLIC DEPOSITS
During the Financial Year 2018-19 your Company had not accepted any Deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.
The Central Government Ministry of Corporate Affairs vide notification dated 22ndJanuary 2019 read with further notification dated 30th April2019 required theCompanies to file Return of Deposits or Particulars of Transactions not considered asDeposit. The Company has complied with the said notification.
7. INTERNAL CONTROL SYSTEMS AND IT'S ADEQUACY
The Company has adequate internal control systems to ensure operational efficiencyaccuracy and promptness in financial reporting and compliance of various laws andregulations.
The internal control system is supported by the internal audit process. An InternalAuditor has been appointed for this purpose.
The Audit Committee of the Board reviews the Internal Audit Report and the adequacy andeffectiveness of internal controls periodically.
8. LISTING AGREEMENT & FEES
The annual listing fees for the Financial Year 2018-2019 as well as for the FinancialYear 2019-2020 have been paid to BSE Limited where your Company's shares are listed.
9. HOLDING COMPANIES SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES
Company does not have any Holding Company Subsidiary Company and Associate Company.
10. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as Annexure I to thisReport.
11. NUMBER OF MEETINGS OF THE BOARD
During the year under review Twelve (12) Board Meetings were convened and held. Inaddition to that the Meeting of the Independent Directors was held on 30stMarch 2019 the details of which are given in the Corporate Governance Report.
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013 and the Regulation 17 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
12. DIRECTORS' RESPONSIBILITY STATEMENT
Directors' Responsibility Statement prepared pursuant to the provisions of Section134(5) of the Companies Act 2013 is furnished below as required under Section 134(3)(c).
Directors state that:-
a) In the preparation of the Annual Accounts for the year ended 31st March2019 the applicable Accounting Standards read with requirements set out under Schedule IIIto the Act have been followed and there are no material departures from the same;
b) Accounting Policies as mentioned in Part-B to the Financial Statements have beenselected and applied consistently. Further judgments and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2019 and of the Profit of the Company for the yearended on that date;
c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) The Annual Accounts have been prepared on a going concern basis;
e) Proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively; and
f) Proper systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.
13. DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations under Section 149(7) of the CompaniesAct 2013 that they meet the criteria of independence as laid down under Section 149(6)of the Companies Act 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
14. AUDITORS AND AUDITORS' REPORT
a) Internal Auditor
The Internal Auditor Mr. Satyendra Jain Chartered Accountants Mumbai have conductedinternal audits periodically and submitted their reports to the Audit Committee. TheirReports have been reviewed by the Statutory Auditors and the Audit Committee.
b) Statutory Auditor
Amar Bafna & Associates Chartered Accountants were appointed as the Company'sStatutory Auditor and their term of appointment is valid till the conclusion of 36thAnnual General Meeting to be held in the year 2021.
The Auditors Report to the Shareholders for the year under review does not contain anyqualification.
No frauds have been reported by the Auditors under Section 143(12) of the CompaniesAct 2013 requiring disclosure in Board's Report.
c) Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed Mr. Shekhar Ghatpande Practicing Company Secretaries having Membership NoFCS: 1659 CP No: 782 to conduct the Secretarial Audit of your Company. The SecretarialAudit Report is annexed herewith as Annexure - II to this Report which is qualified by theSecretarial Auditors on certain points.
In this Connection the Directors state that considering the present operational statusof the company such qualification of the Secretarial Auditor as appeared in their Reportare inevitable.
d) Cost Audit
For the Financial Year under Report the appointment of Cost Auditor and obtaining oftheir Report was not applicable to the Company.
15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT
During the Financial Year 2018-2019 Company has not provided any Loans or Guaranteesand made Investment under Section 186 of the Companies Act 2013 read with Companies(Meeting of Board and its Powers) Rules 2014.
The Details of Investments made as on 31st March 2019 are as follows:
|Name of Entity ||Amount As at 31s1 March 2019 (Rs.) |
|1. Quoted (Equity Shares) ||NIL |
|2. Unquoted || |
|(a) 165 Capital Gain Saving Bonds of ' 10000/- each of Rural Electrification Corporation Ltd. ||1650000/- |
|TOTAL:- ||1650000/- |
In addition to that during the Year under Report the Company has made an Investment of' 116.50 Lakh in the properties.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Pursuant to provision of Companies Act 2013 the particulars of contracts orarrangements entered into by the Company with Related Parties have been done at Arm'sLength basis and are in ordinary course of business and particulars of which are beingprovided in Form AOC - 2 in terms of Section 134 (3) (h) read with Section 188 of the Actand Rule 8(2) of the Companies (Accounts) Rules 2014 attached herewith as Annexure III.
17. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATEOF REPORT
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the Financial Year of the Company towhich the Financial Statements relate and the date of the report.
18. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.
19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The Information on Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 is as follows:
A. Conservation of Energy and Technology Absorption:
(i) The steps taken or impact on conservation of energy:
The operations of your Company are not energy intensive.
(ii) The steps taken by the Company for utilizing alternate sources of energy: NIL
(iii) The capital investment on energy conservation equipments: NIL
B. Technology absorption:
(i) The efforts made towards technology absorption: Not Applicable.
(ii) The benefits derived like product improvement cost reduction product developmentor import substitution: Not Applicable.
(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the Financial Year): Not Applicable.
C. Foreign Exchange Earnings and Outgo
|Sr. No. ||Particulars ||Amount in (Rs.) |
|1 ||Foreign Exchange earned in terms of actual inflows during the year ||Nil |
|2 ||Foreign Exchange outgo during the year in terms of actual outflows ||Nil |
20. RISK MANAGEMENT POLICY
As at present the Company has not started its new Business activities in a full-fledgedmanner the Company has not formulated any Policy for Risk Management. However during thecourse of business the Management looks after and study the Risks involved.
21. NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of Nomination and Remuneration Committee framed thepolicy for selection and appointment of Directors KMP's and senior Management personneland their remuneration.
22. STATEMENT REGARDING COMPLIANCE WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
The Company has formed a Committee under the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 to ensure protectionagainst sexual harassment of women at workplace and for the prevention and redressal ofcomplaints of sexual harassment. No such instance took place during the reporting period.
23. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act 2013 and the Companies (CorporateSocial Responsibility Policy) Rules 2014 in respect of CSR activities are not applicableto the Company. The Company voluntarily also has not undertaken any CSR activity.
24. BOARD EVALUATION
Pursuant to the provisions of the Section 134 (3) (p) Companies Act 2013 Rules thereunder and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has carried out an annual performance evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsAudit Nomination and Remuneration and other statutory committees. Performance evaluationhas been carried out as per the Nomination and Remuneration Policy.
25. CHANGE IN THE NATURE OF BUSINESS IF ANY
The matter has already been discussed in Para 2 above.
26. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVERESIGNED DURING THE YEAR
Ms. Namrata Jain was appointed as a Promoter Director of the Company and Mr. RajendraKumar Daga and Mr. Satishkumar Mehta were appointed as Additional Independent Directors ofthe Company w.e.f 27th September2018.
Ms. Sangeeta Bagadia Mr. Vilas Jagtap Mr. Shashikant Kakade and Mr. Dattatraya Mehtaresigned as the Directors of the Company w.e.f 27th September 2018.
Ms. Nikita Jain was appointed as an Additional Director of the Company and Mr.Natwarlal Bagadia resigned as a Managing Director of the Company w.e.f 29thOctober2018. However Mr. Natwarlal Bagadia continued to act as the Director as well asthe Chairman of the Company.
Ms. Prachi Jain was appointed as Chief Executive Officer (CEO) of the Company w.e.f 31stAugust2018 and Mr. Suresh Adav was appointed as Chief Financial Officer(CFO) and KeyManagerial Personnel w.e.f 29th October 2018.
Ms. Meenakshi Priyadarshani was appointed as the Company Secretary w.e.f 7thFebruary 2019. She resigned from the said post w.e.f. 29th May 2019
27. DIRECTORS PROPOSED TO BE RE-APPOINTED AT THE ENSUING ANNUAL GENERAL MEETING
Mr. Natwarlal Bagadia [DIN: 00899960] retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.
The necessary resolution for his appointment as the Director of the Company is proposedfor the approval of the Members in the ensuing Annual General Meeting.
Ms. Namrata Jain and Ms. Nikita Jain were appointed as Additional Directors w.e.f. 27thSeptember2018 and 29th October2018 respectively. Necessary resolution fortheir appointment as Directors liable to retire by rotation are proposed for the approvalof Members.
Mr. Rajendrakumar Daga and Mr. Satishkumar Mehta were also appointed as AdditionalDirectors. Their appointment as Independent Directors is proposed for your approval.
28. COMPOSITION OF AUDIT COMMITTEE
The composition of the Audit Committee under Section 177 of the Companies Act 2013 andRegulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 has been mentioned in the Corporate Governance Report annexed to this Report.
29. PARTICULARS OF EMPLOYEES
No employee of the Company was in receipt of remuneration aggregating to ' 102/- Lakhor more per year or ' 8.50 Lakh or more per month when employed for a part of the year andthe particulars as required under Section 197 (12) read with the Rule 5(2) and 5 (3) ofCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014.
30. CASH FLOW
A Cash Flow Statement for the financial year ended 31st March 2019 isattached to the Financial Statement.
31. CORPORATE GOVERNANCE
Pursuant to Regulation 27 (2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 report on the Corporate Governance is not applicable tothe Company. However as a good Corporate
Governance practice the Company furnishes the report on the Corporate Governance alongwith the certificate of compliance from the Practicing Company Secretary which forms partof the Annual Report.
32. DEMATERIALISATION OF EQUITY SHARES
As per SEBI Circular No SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20th April2018 the Shareholders holding Shares in Physical Form are required to submit their copiesof PAN Card and Bank Account details. The Shareholders holding the Shares in Physical formare requested if not already done to forward the same to the Registrar & TransferAgents - Satellite Corporate Services Private Limited at the earliest. Please note that notransfer of Shares is allowed in physical form.
33. SECRETARIAL STANDARDS
During the year under review the Company has complied with all applicable mandatorySecretarial Standards issued by Institute of Company Secretaries of India and approved bythe Central Government u/s 118(10) of the Companies Act 2013.
The Directors place on record their appreciation for the cooperation and supportextended by the Shareholders Employees and Well Wishers of the Company all the times.
| ||By Order of the Board of Directors |
| ||For Fundviser Capital (India) Limited |
| ||Natwarlal Bagadia |
|Place: -Mumbai ||Chairman |
|Date: - 13/08/2019 ||[DIN: 00899960] |