THE MEMBERS OF HASTI FINANCE LIMITED
Your Directors have pleasure in presenting the 25th Annual report of theCompany together with the audited Financial Statements for the year ended 31stMarch 2019.
1. FINANCIAL RESULTS:
The financial results of your company for the year ended 31st March 2019 aresummarized below:
| || |
Amount in lakhs'
|Particulars For the Year ended ||For the year ended 31st March 2019 ||For the year ended 31st March 2018 |
|Gross Income ||74.74 ||178.25 |
|Less: Expenses ||47.32 ||143.07 |
|Profit / (Loss) Before Interest Depreciation and amortization exceptional items and Tax ||27.42 ||35.18 |
|Less: Depreciation and amortization ||6.38 ||8.61 |
|Profit / (Loss) before exceptional items and tax ||21.04 ||26.57 |
|Add: Exceptional Item ||- ||- |
|Profit / (Loss) before Tax ||21.04 ||26.57 |
|(Less)/Add : Provision for T axation ||(10.01) ||(1.8) |
|Profit / (Loss) after Tax ||11.03 ||24.77 |
|Add: Balance brought forward from previous year ||221.77 ||197.00 |
|Profit available before appropriations ||232.80 ||221.77 |
|Less: Appropriations ||NIL ||NIL |
|Surplus Carried to balance Sheet ||232.80 ||221.77 |
During the year the Income earned by the company comprises of interest income of Rs.60.63 Lac (Previous Year: Rs. 152.47 Lac) Supervision Charges of Rs. 3.05 Lakh (Previousyear NIL) and actuarial gain of Rs. 11.06 Lac (Previous year NIL).
The Company is a Non deposit accepting Non-Banking Finance Company. The Profit aftertax of the Company for the current year was Rs. 11.03 Lakhs as compared to net operationalprofit after tax of Rs. 24.77 Lakhs during the previous year. The Company's Net Worth ason March 31 2019 stood at Rs. 2541.38 Lakhs as against Rs. 2530.35 Lakhs last year.
The Directors propose to carry Rs. 11.03/- (in lakhs) being the profit for the currentyear to the Balance Sheet during the financial year ended 31st March 2019.
3. CAPITAL STRUCTURE
There was no change in the Authorized and Paid-up Share Capital of the Company duringthe year.
The Authorized Share Capital of the Company is Rs. 120100000/- (Rupees Twelve Croreand One Lakh only) divided into 12010000 (One Crore Twenty Lakh and Ten Thousand)Equity Shares of Rs. 10/- (Rupee Ten only) each.
The Paid-up Share Capital of the Company is Rs. 108397300/- (Rupees Ten Crore EightyThree Lakhs Ninety Seven Thousand and Three Hundred only) divided into 10839730 (OneCrore Eight Lakhs Thirty Nine Thousand Seven Hundred and Thirty) Equity Shares of Rs. 10/-(Rupee Ten) each.
In order to plough back the profit for future growth the Company needs to maintain itsreserves and hence do not recommend any dividend distribution out of the reserves.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.
6. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECT
Your Directors wish to present the details of Business operations done during the yearunder review:
a. Business Operations and Profitability: The Company is Non Banking Finance Companylisted on BSE Ltd. The Company was able to maintain its revenue targets and have earnedoperational revenue of Rs. 60.63 Lakhs.
b. Sales of Services: The company is covered under the category of Loan Company withinthe broad category of Non Deposit accepting Non-Banking Finance Company. The target sectorof the Company is Small business man and middle class households. Accordingly mainproducts offered by the company are Unsecured Business and Personal Loan and Gold Loan.The Company has also tried to diversify its operations by rendering management consultancyservices. During the year it has earned income of 3.05 Lakhs from Supervision charges.
c. Marketing and Market environment: The Company is carrying on its business activitieson medium scale and therefore huge and extensive marketing strategies are not adopted bythe company. The company has adopted small scale business marketing strategies. Thecompany is carrying on business of providing finance and there is huge competition in themarket in this type of business sector.
d. Future Prospects including constraints affecting due to Government policies: Ourorganization is putting efforts in collecting its bad debts from customers and trying toenhance its customer base through advertisements and different marketing strategies soadopted by the company. The company is expecting more revenue in upcoming years. There areno specific industrial or Government policies which restrict the business or growth of thecompany.
7. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.
8. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The provisions of Section 134(m) of the Companies Act 2013 do not apply to ourCompany. There was no foreign exchange inflow or Outflow during the year under review.
9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY
The Company has been addressing various risks impacting the Company and the policy ofthe Company on risk management is provided elsewhere in this annual report in ManagementDiscussion.
10. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The provisions of Section 135 of the Companies Act 2013 do not apply to our Company.Hence the company has not developed and implemented any corporate social responsibilityinitiatives.
11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 if any are given in the notes to the FinancialStatements.
a. Statutory Auditor
M/s. Jhunjhunwala Jain & Associates LLP. Chartered Accountants Firm RegistrationNo. 113675W [Earlier known as Randhir Jhunjhunwala & Co. Chartered Accountants] wasappointed as Statutory Auditors for a period of 5 years in the Annual General Meeting heldon 30.09.2017.
b. Secretarial Auditor
According to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit Report submitted by Secretarial Auditor Tariq Budgujar & Co.(Company Secretaries) (M. No. 47471 COP No. 17462) Company Secretary in Practice isenclosed as a part of this report in Annexure A.
13. AUDITORS REPORT STATUTORY AUDITOR
The Statutory Auditor's report is self explanatory in nature. There is no auditqualification reservation or adverse remarks for the year under review.
Pursuant to the amendments made to section 139 of the Companies Act 2013 by theCompanies (amendment) Act 2017 effective from May 7 2018 the requirement of seekingratification of the members for appointment of the Statutory auditors has been withdrawnfrom the statue. Hence the resolution seeking ratification of the members for continuanceof their appointment at this AGM has not been sought.
Your Company believes in best investor relation practices. Hence Management of theCompany ensures to be more careful /proactive and dedicated in all of the compliancesincluding SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015. TheCompany has taken corrective measures to seal all the leakages in the system for betterand timely disclosures and compliances as highlighted by the Secretarial Auditor.
The Company has in place a functional website and aims at updating the website fromtime to time.
14. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished is available on the website of the Company at https://www.hastifinance.com/
15. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished herewith asAnnexure B as well as available on the website of the Company athttps://www.hastifinance.com/
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Transactions with related parties entered by the Company in the normal course ofbusiness are periodically placed before the Audit Committee and the particulars ofcontracts entered during the year as per Form AOC-2 is enclosed as Annexure C.
17. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company has held 6 Board meetings during the financial year under review.
18. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:-
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had 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 for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
19. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Associates or Joint venture Company.
Our company is a Non deposit accepting Non Banking Financial Company during the yearunder review the Company has neither accepted nor renewed any deposit during the yearunder review.
21. CHANGES DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY
During the year there was no changes in the Directors and Key managerial Personnel ofthe Company.
However the Company appointed Ms. Surbhi Khandelwal as Company Secretary cumCompliance officer of the Company w.e.f. April 8th 2019. Also Mr. Raj NitinSomani was appointed as Chief Financial Officer w.e.f 18th April 2019.
Apart from this there are no changes in the composition of Board of Directors duringthe financial year 2018-19.
22. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
23. PARTICULARS OF EMPLOYEES
Information as per Rule 5(1) of chapter XIII Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014
Information under Rule 5(1) (i) & (ii)
|Name of Director ||Designati on ||Remuneration in year 2019 (Rs. In Lakhs) ||Remuneration in year 2018 (Rs. In Lakhs) ||% increase in remuneration during the year ||Ratio of remuneration to MRE |
|Nitin Prabhu- das Somani ||Manag ing Director ||4.20 ||1.92 ||118.75 ||7.09 |
|Sonal Nitin Somani ||Executive Director ||4.20 ||Nil ||NA ||7.09 |
Information under Rule 5(1) (iii) & (iv)
|Total number of employees during the year 2019 ||Total number of employees during the year 2018 ||Remuneration of employees in year 2019 (Rs. In Lakhs) ||Remuneration of employees in year 2018 (Rs. In Lakhs) ||% increase / (decrease) in remuneration of employees during the year ||% increase in MRE |
|26 ||23 ||21.97 ||54.57 ||(32.6) ||8.53 |
Information under Rule 5(1) (viii)
The Company affirms that the remuneration is as per the remuneration policy of theCompany.
No employee of the Company is falling under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
24. FORMAL ANNUAL EVALUATION
The provisions of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 mandates that the board shall monitor and review theBoard evaluation framework. The Companies Act 2013 states that a formal annual evaluationneeds to be made by the Board of its own performance and that of its committees andindividual directors. Schedule IV of the Companies Act 2013 states that the performanceevaluation of independent directors shall be done by the entire Board of Directorsexcluding the director being evaluated.
The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The Board approved the evaluation results ascollated by the Nomination and Remuneration committee.
25. WHISTLEBLOWER POLICY
The Board has adopted whistleblower mechanism in the company. The policy adopted by thecompany is available on the website of the Company at https://www.hastifinance.com/
26. DISCLOSURE OF COMPOSITION OF BOARD COMMITTEES
|Name of Committee ||Composition of Committee |
|Audit Committee ||Mr. Manoj Kumar Padhy (Chairperson) |
| ||Mr. Vilas Shankar Daware (Member) |
| ||Mr. Vishal Nanalal Buddhdev (Member) |
|Nomination and ||Mr. Vishal Nanalal Buddhdev (Chairperson) |
|Remuneration ||Mr. Vilas Shankar Daware (Member) |
|Committee ||Mr. Manoj Kumar Padhy (Member) |
|Stakeholders ||Mr. Vishal Nanalal Buddhdev (Chairperson) |
|Relationship ||Mr. Vilas Shankar Daware (Member) |
|Committee ||Mr. Manoj Kumar Padhy (Member) |
The above composition of the Audit Committee consists of all independent Directors.
The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other
Directors. The Company has also provided adequate safeguards against victimization ofemployees and Directors who express their concerns. The Company has also provided directaccess to the chairman of the Audit Committee on reporting issues concerning the interestsof co employees and the Company.
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
28. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013.
There was no case filed during the year under the Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013. Further the Companyensures that there is a healthy and safe atmosphere for every women employee at theworkplace and have made necessary policies for safe and secure environment for womenemployees. The Company has in place an Anti-Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at Work Place (Prevention Prohibition andRedressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. The Company affirms that during the Yearunder review no complaints were received by the Committee for redressal.
29. CASH FLOW STATEMENT
In conformity with the provisions of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and requirements of Companies Act 2013 the Cash flowStatement for the financial year ended 31.03.2019 is annexed here to as a part of theFinancial Statements.
30. DISCLOSURE OF MAINTENANCE OF COST RECORDS
Maintenance of Cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not applicable to the Company.
31. DETAILS OF SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS/TRIBUNAL / COURTS
There are no significant or material orders passed by any regulators/Tribunal/Courtsimpacting the going concern status and Company's Operation in future.
32. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included inManagement Discussion and Analysis which forms part of this Report.
33. CORPORATE GOVERNANCE REPORT:
The report on Corporate Governance required as per SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is attached in Annexure D to theBoard report.
34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report is enclosed as a part of this report asAnnexure E.
35. CORPORATE GOVERNANCE CERTIFICATE
The certificate from the auditors regarding compliance of conditions of corporategovernance as stipulated in SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is attached in Annexure G to the report.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.
On behalf of Board For Hasti Finance Limited
|Sd/- ||Sd/- |
|Nitin Prabhudas Somani ||Sonal Nitin Somani |
|DIN-00841378 ||DIN-01216993 |
|Managing Director ||Director |
|Mumbai. 4th September 2019 || |