OF HASTI FINANCE LIMITED
Your Directors have pleasure in presenting the 24th Annual report of theCompany together with the audited Financial Statements for the year ended 31stMarch 2018.
1. FINANCIAL RESULTS:
The financial results of your company for the year ended 31st March 2018 aresummarized below:
Amount in lakhs'
|Particulars For the Year ended ||For the year ended 31st March 2018 ||For the year ended 31st March 2017 |
|Gross Income ||178.24 ||136.19 |
|Less: Expenses ||143.06 ||121.02 |
|Profit / (Loss) Before Interest Depreciation and amortization exceptional items and Tax ||35.18 ||15.17 |
|Less: Depreciation and amortization ||8.61 ||12.78 |
|Profit / (Loss) before exceptional items and tax ||26.57 ||2.39 |
|Add: Exceptional Item ||- ||- |
|Profit / (Loss) before Tax ||26.57 ||2.39 |
|(Less)/Add : Provision for Taxation ||(1.8) ||(0.02) |
|Profit / (Loss) after Tax ||24.77 ||2.37 |
|Add: Balance brought forward from previous year ||197.00 ||194.63 |
|Profit available before appropriations ||221.77 ||197.00 |
|Less: Appropriations ||NIL ||NIL |
|Surplus Carried to balance Sheet ||221.77 ||197.00 |
During the year the Income earned by the company comprises of interest income of Rs.152.47 Lac and Long Term Capital Gain on sale of investment of Rs. 25.77 Lac (PreviousYear: Rs. 127.39 Lac and Rs. 8.81 Lac respectively)
The Company is a Non deposit accepting Non Banking Finance Company. Accordingly it hasfollowed the RBI guidelines for income recognition and provision norms as far asapplicable to the Company. The Profit after tax of the Company for the current year wasRs. 24.77 Lacs as compared to net operational profit after tax of Rs. 2.37 Lacs during theprevious year. The Company's Net Worth as on March 31 2018 stood at Rs. 2530.34 Lacs asagainst Rs. 2505.57 Lacs last year.
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.
3. 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.
4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
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 FinanceCompany listed on BSE Ltd. The Company was able to maintain its revenue targets and haveearned operational revenue of Rs. 152.47 Lac. The Company has also diversified its fund byselling its investment in associate company which was not earning expected returns for theCompany. During the year under preview the Company has earned Capital Gain of Rs. 25.77Lac from sale of investment which the Company will use for its operations.
b. Sales of Services: The company is covered under the category of Loan Companywithin the broad category of Non Deposit accepting Non-Banking Finance Company. The targetsector of 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.
c. Marketing and Market environment: The Company is carrying on its businessactivities on medium scale and therefore huge and extensive marketing strategies are notadopted by the company. The company has adopted small scale business marketing strategies.The company is carrying on business of providing finance and there is huge competition inthe market 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.
5. 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.
6. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO
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.
7. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY
The Company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence are very minimal.
8. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATESOCIAL RESPONSIBILITY 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.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
During the year the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with thePolicy on Related Party Transactions. Pursuant to section 134(3) (h) read with Rule 8(2)of the Companies (Accounts) Rules 2014 there are no transactions to be reported underSection 188(1) of the Companies Act 2013.
10. AUDITORS REPORT
There were no qualifications reservations or adverse remarks made by the Auditors intheir Audit reports.
11. SECRETARIAL AUDIT REPORT
A Secretarial Audit Report given by Dipak Maniar & Co. a company secretary inpractice is furnished in Annexure "A" and is attached to this report.
12. 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 in Annexure "B" and is attached to this report.
13. 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 in Annexure"C" and is attached to this Report.
14. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company has held 6 Board meetings during the financial year under review.
15. 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.
16. 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.
Mr. Manoj Kumar Padhy independent director of the Company has completed his tenure asIndependent Director of the Company during the year. He was re-appointed as theIndependent Director of the Company for a period of 5 years commencing on August 4 2017to August 3 2022. The members in their 23rd Annual General Meeting haveunanimously approved his re-appointment as Independent Director of the Company.
19. 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
20. There was no amount due as on March 31 2018 as reported to us from/ to MicroSmall & Medium Enterprises as per MSMED Act 2006.
21. Receivables and Loan & advances made to parties are taken as available from thebooks of account and are subject to confirmation wherever confirmation not received.
22. During the year the company has not followed the RBI Norms relating to Incomerecognition Asset Classification and Provisioning norms as required by Reserve Bank ofIndia Act 1934.
23. Contingent Liabilities for which no provision is made in the books of accounts areas follows:
|S. No. ||Particulars ||As at March 31 2017 ||As at March 31 2016 |
|1 ||Income Tax Payable for AY 2012-13 ||5375902/- ||5375902/- |
24. Auditors Remuneration:
|Payment for ||FY 2017-18 ||FY 2016-17 |
|For Statutory Audit ||125000 ||100000 |
|For Other Matters ||50000 ||NIL |
25. Segment Reporting
The Company has single reportable segment "Financing Activity " for thepurpose of accounting standard 17 on "Segment Reporting".
26. Related parties disclosures as per AS-18
Related Party Details:
|Nature of Relationship ||Name |
|i Key Management Person ||Mr. Nitin Prabhudas Somani |
|ii Entities in which KMP are interested ||a) Finex Express Cargo Pvt. Ltd. |
| ||b) Shirish Express Logistics Pvt. Ltd. |
| ||c) Fast train Cargo Limited |
| ||d) Spider Display Systems Pvt. Ltd. |
| ||e) Shree Fast Courier & Cargo Pvt. Ltd. |
| ||f) Fast Realty Private Limited |
| ||g) First International Hotels |
| ||h) Safemode Cargo Private Limited |
Independent Directors under the provisions of the Companies Act 2013 and the relevantrules.
20. 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 ||Designation ||Remuneration in year 2018 (Rs. In Lacs) ||Remuneration in year 2017 (Rs. In Lacs) ||Remuneration of Employees (Rs. In Lacs) ||% increase in remuneration during the year ||Ratio of remuneration to MRE |
|Nitin Prabhu -das Somani ||Managing Director ||1.92 ||1.92 ||54.57 || ||3.52% |
Information under Rule 5(1) (iii) & (iv)
|Total number of employees during the year 2018 ||Total number of employees during the year 2017 ||Remuneration of employees in year 2018 ||Remuneration of employees in year 2017 ||% increase / (decrease) in remuneration of employees during the year |
| || ||(Rs. In Lacs) ||(Rs. In Lacs) || |
|23 ||24 ||54.57 ||54.93 ||(0.66%) |
Information under Rule 5(1) (v)
The total revenue of the company during the financial year 2018 is Rs. 152.47 Lacscompare to Rs. 127.39 Lacs in the financial year 2017. The net profit earned by thecompany during financial year was Rs. 24.77 Lacs as compared to net profit of Rs. 2.39Lacs in the financial year 2017.
There is no change in percentage of remuneration paid to Managing Director during theyear as compare to earlier financial year. The remuneration paid to employees in thefinancial year 2017 was Rs. 54.93 Lacs and in the year 2018 is Rs.54.57 Lacs.
Information under Rule 5(1) (vii)
Market capitalization of the company has decrease from Rs. 861.76 Lacs at March 2017 toRs. 686.15 Lacs as at March 2018. The closing price of company's equity shares as of 31stMarch 2017 and 31st March 2018 is Rs. 7.95/- per share and Rs.6.33/- pershare respectively representing percentage decrease of 91.17% as at March 2017 and 92.97%as at March 2018 over the last offer price of Rs. 90/- per share.
21. FORMAL ANNUAL EVALUATION
Clause 49 of the Listing agreement 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.
22. STATUTORY AUDITORS
M/s Randhir Jhunjhunwala & Co. Chartered Accountants (Firm Registration No.113675W) were appointed as Statutory Auditors for a period of 5 years in the AnnualGeneral Meeting held on 30.09.2017. Their continuance of appointment and payment ofremuneration are to be confirmed and approved in the ensuing Annual General Meeting. TheCompany has received a certificate from the above Auditors to the effect that if they arereappointed it would be in accordance with the provisions of Section 141 of the CompaniesAct 2013.The Board of Directors of your company proposes the ratification of appointmentof auditor.
None of the Directors are interested in the resolution.
23. WHISTLEBLOWER POLICY
The Board has adopted whistleblower mechanism in the company. The policy adopted by thecompany is attached in Annexure "D" to the report.
24. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members
a. Mr. Manoj Kumar Padhye (Chairman)
b. Mr. Vilas Shankar Daware
c. Mr. Vishal Nanalal Buddhadev
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 alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of 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.
26. CORPORATE GOVERNANCE REPORT:
The report on Corporate Governance required as per clause 49 of the listing agreementis attached in Annexure "E" to the Board report.
27. CORPORATE GOVERNANCE CERTIFICATE
The certificate from the auditors regarding compliance of conditions of corporategovernance as stipulated in Clause 49 of the Listing agreement is attached in Annexure"F" 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.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
| ||Sd/- |
| ||Mr. Nitin Somani |
| ||Managing Director |
|Mumbai September 4 2018 ||DIN 00841378 |