Hybrid Financial Services Ltd.
|BSE: 500262||Sector: Financials|
|NSE: MAFATLAFIN||ISIN Code: INE965B01014|
|BSE 05:30 | 01 Jan||Hybrid Financial Services Ltd|
|NSE 05:30 | 01 Jan||Hybrid Financial Services Ltd|
Hybrid Financial Services Ltd. (MAFATLAFIN) - Director Report
Company director report
Hybrid Financial Services Limited
(Formerly known as Mafatlal Finance Company Limited)
Your Directors present the Thirty First Annual Report with the AuditedStatement of Accounts of the Company for the year ended 31st March 2018.
i. financial results
The Financial results of the company for the year under review ascompared to the previous year are summarized below for your consideration:
The Financial Year 2017-2018 has ended with the company earning aprofit of Rs.55.45 Lakhs after Tax mainly on account of Write Backs and Tax Refunds. TheCompanys operations are still muted due to the uncertainties of business environmentand inadequate liquidity. The Company does not anticipate any significant revenue growthfrom operations in the coming years till the resolution of many pending issues.
The company is trying to undertake new Non - NBFC activities and theseactivities earned an income of Rs.1.41 Lakhs during the year. Other operations haveyielded an income of Rs.84.00 Lakhs and Rs.24.00 Lakhs as Rent. Companys business isconfined to attending to past issues from its earlier operations.
The Board of Directors have recommended a Dividend of 1% on PreferenceShares amounting to Rs.2.52 Lakhs inclusive of Dividend Distribution Tax. However nodividend is recommended on Equity Shares to conserve resources and inadequate profit.
5. annual return extract
As per the provisions of the Companies (Amendment) Act 2017 Extractof Annual Return in the prescribed Form MGT-9 will be placed on the web site of theCompany: www.hybridfinance.co.in
6. board meetings
The details of the Board Meetings held during the Financial Year2017-2018 have been furnished under clause I 2(d) of the Corporate Governance Reportforming a part of this Annual Report.
7. other committees
The Company has constituted the following Committees and the date ofits constituents and changes during the year are as under:
a) Audit Committee:
To meet with the requirement under Regulation 18 of SEBI (ListingObligations and Disclosure Requirements) 2015 Mr. K. Chandramouli ceased to become themember of the Audit committee with effect from 30.10.2017 and the committee standsreconstituted. The members of the reconstituted Audit Committee are as under as on31.03.2018:
Mr. K. Chandramouli Company Secretary of the Company functions as Exofficio Secretary to the Audit Committee.
b) Nomination and Remuneration Committee:
The company has constituted a Nomination and Remuneration Committee on27th April 2005 and following are the members in the committee as on 31.03.2018:
c) Stakeholders Relationship Committee:
The company has a Stakeholder Relationship Committee consisting of thefollowing members as on 31.03.2018:
d) Risk Management Committee:
The company has constituted a Risk Management Committee on 22nd October2014 and following are the members in the committee as on 31.03.2018:
The details regarding the meetings held during the Financial Year2017-2018 are given in the Corporate Governance Report forming a part of this AnnualReport.
8. compliances of applicable secretarial standards
The Company has complied with the provisions of Secretarial Standard 1(Board Meetings) and Secretarial Standards 2 (General Meetings) to the extent asapplicable to the Company.
9. REMUNERATION POLICY
The Company has framed a Remuneration policy pursuant Section 178 ofthe Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. This policy is enclosed as Annexure I to this Report.
10. board evaluation
The Board generally evaluate the overall performance and the evaluationare as under:
(a) As growth opportunities are getting stymid by environmentalthreats the management needs to be in guard to prevent any unforeseen dangers.
(b) The need to preserve the integrity and ethics are more importantthan any other business demands.
(c) Long pending issues need to be addressed and resolved at theearliest so that the future path can be hormonised with greater focus.
11. particulrs of contracts or arrangements with related
The details of Related Parties and the Transaction with them aredisclosed as required by Accounting Standard - 18 issued by The Institute of CharteredAccountants of India under Note No. 2.18.9 forming part of this Annual Report.
In our opinion there were no "material" transactions thatwarrant a disclosure in this report.
Accordingly particulars of Contracts or Arrangements with relatedparties referred to in Section 188(1) in Form AOC-2 does not form a part of this report.
Further the members may note that the Company has not entered intoContracts/Arrangements/Transactions which are not at arms length basis.
12. particulars of loans given investment made guarantees given andsecurities provided
During the year under review pursuant to the provisions of Section 186of the Companies Act 2013 Company has not granted any Loan or has made any Investment orgiven any guarantees and Security.
13. transfer to reserves
The Company has not made any transfer to the reserve other thantransfer of surplus earned during the year.
14. listing of shares
The company made an appeal in Securities Appellate Tribunal on 21stApril 2017 against BSE for Non-Revocation of Suspension and Listing of New Shares Pursuantto Capital Reduction and against NSDL for not allotting new ISIN subsequent to Capitalreduction. Subsequently Securities Appellate Tribunal has passed an order on October 162017 stating that the Company should make the necessary presentations to BSE and NSE asrequired by them within 4 weeks after passing this order and BSE and NSE shall considerthe same and pass the appropriate order thereon within three months from the date ofreceiving the representations from the Company.
The company has made the sufficient representations and awaiting forthe final order to be passed by BSE and NSE. Although the Company is in compliance withthe standard of operating procedure for Revocation of Suspension the BSE is denying thematter due to the alleged difference in capital issued in the year 2000 which is contestedby the Company. Due to the same BSE has not revoked the suspension nor has listed theshares issued post reduction of capital in 2011 nor the preferential allotment made in2012. This delay is also causing damage to the Company but is beneficial to BSE as thereinstatement fees levied are based on the number of years of suspension of trading inshares of the Company. This is also contested by the Company as there is no fault of theCompany. Further BSE is also insisting on the listing of shares in NSE as the Company hasnot officially delisted from NSE although shareholders have approved the same in the year2003. Due to the same it is felt that the cost implication of the revocation ofsuspension of listing of shares is prohibitively high and a drain on the Companiesresources. The Company however is attempting to negotiate the matter for a satisfactoryresolution focusing its outcome to provide an opportunity to the shareholders to have anexit opportunity and hope the same shall be done in the current year.
The Companys ISIN remains suspended as new ISIN subsequent toName Change and Reduction of Capital is not yet allotted.
15. maximus securities limited (msl) - subsidiary company
The Subsidiary Company has earned a net profit of Rs. 64.16 Lakhs aftertax for the financial year ended 31st March 2018. The Subsidiary Company is exploringvarious options to improve its earnings in the current financial year.
16. conservation of energy technology absorption foreign exchangeearnings and outgoing
The Company is not engaged in manufacturing activities therefore thereis no information to submit in respect of conservation of energy and absorption oftechnology.
Foreign Exchange Earnings: Nil
Foreign Exchange Outgoings: Nil
The present tenure of Mr. K. Chandramouli as Wholetime Director willend on September 30 2018. The Nomination and Renumeration Committee has alreadyrecommended the reappointment of Mr. K.Chandramouli as Wholetime Director for a period ofThree years commencing from 1st October 2018. Members are hereby requested to considerand approve his reappointment on the terms as per Special resolution placed in the AnnualGeneral Meeting. Mr. K.Chandramouli is interested in the said resolution. The Board ofDirectors also recommend the same based on the recommendation of Nomination andRemuneration Committee.
Mr. Nandakishore R.Divate was appointed as Wholetime Director for aterm of five years vide Resolution of the Shareholders in the Annual General Meeting heldon July 29 2016. To comply with the Schedule V of the Companies Act 2013 it is proposedto vary his terms of appointment from 5 years to 3 years. Accordingly his term will nowend on 31st July 2019. Further since Gratuity was not previously provided the same isbeing introduced with effect from 2008. This has also been commented upon by the StatutoryAuditors.
Keeping in view the enhanced responsibilities that is required to beundertaken and performance of the Wholetime Director the Nomination and RemunerationCommittee has recommended the variation in terms of his appointment. Members are herebyrequested to consider and approve the variation in terms of appointment as per the Specialresolution placed in the Annual General Meeting. Mr. Nandakishore R.Divate is interestedin the said resolution. The Board of Directors also recommend the same.
The present tenure of Mr. Jayesh R.Talpade and Mr. Tanveer Abdul KarimShaikh Independent / Non Executive Directors will end in 2018. It is proposed to extendthe same for further period two consecutive years commencing from ensuing Annual GeneralMeeting till the conclusion of the Annual General Meeting to be held in the year 2020with this the term of appointment of the maximum period of 5 years will end. Members arehereby requested to consider and approve their extension as per the Special Resolutionplaced in the Annual General Meeting. Mr. Jayesh R.Talpade and Mr. Tanveer Abdul KarimShaikh are interested in the said resolution.
Also the present tenure of Mrs. Megha J. Vazkar as Woman Director willend in 2018. It is proposed to appoint her the for period of five years commencing fromensuing Annual General Meeting till the Conclusion of the Annual General Meeting to beheld in the year 2023. Members are hereby requested to consider and approve herreappointment as per the Special resolution placed in the Annual General Meeting. Mrs.Megha J. Vazkar is interested in the said resolution.
Effective October 30 2000 the Equity Shares of your Company have beenmandated by Securities and Exchange Board of India for delivery only in dematerializedform for all investors.
Your Company has already entered into arrangements with NationalSecurities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) forcustody and dematerialization of shares in accordance with the Depositories Act 1996.
In terms of the requirements of Listing the Company has concluded anAgreement with Central Depository Services (India) Limited (CDSL) for E-Voting Facilityfor its Shareholders.
20. particulars of employees
There are no employees who are covered under Section 134(3) of theCompanies Act 2013 read with Companies (Particulars of Employees) Rules 1975.
21. website of the company
The Company maintains a website
22. whistle blower mechanism
The Company has a Whistle Blower Policy in place for vigil mechanism.The said policy has been implemented keeping in view of the amendments in the CompaniesAct 2013 and in compliance with the Listing Agreement.
23. internal control SYSTEM AND THEIR ADEQUACY
The Company has an adequate internal control system commensurate withthe size of the Company and the nature of its business. The Internal Control System of theCompany is monitored and evaluated by Internal Auditor and his Audit Reports areperiodically reviewed by the Audit Committee of the Board of Directors. The observationsand comments of the Audit Committee are placed before the Board.
24. DIRECTOR'S RESPONSIBILITY STATEMENT
The financial statements are prepared in accordance with IndianAccounting Standards (Ind AS) under the historical cost convention on accrual basis exceptfor certain financial instruments which are measured at fair values. The Company hasadopted all the Ind AS standards and the adoption was carried out in accordance withapplicable transition guidance.
As required under section 134(3)(c) of the Companies Act 2013 theDirectors hereby confirm that:
i. in the preparation of the annual accounts for the financial yearended March 31 2018 the applicable accounting standards had been followed along withproper explanation relating to material departures;
ii. the Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year;
iii. the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv. the Directors have prepared the Annual Accounts on a going concernbasis.
25. CORPORATE GOVERNANCE
Pursuant to the Listing Regulations of Securities and Exchange Board ofIndia (Listing Obligations and Disclosures Requirements) Regulations 2015 ManagementDiscussion and Analysis and Corporate Governance Report are made a part of the AnnualReport.
26. AUDIT REOPORTS
The Statutory Auditors have expressed their opinion or observations inthe Audit Report and Management of the Company offers their response on the same:
27. STATUTORY AUDITORS
Pursuant to Section 139(1) of the Companies Act 2013 M/s. S. RamanandAiyar & Co. Chartered Accountants Mumbai (Firm Registration No. 00090N) wasappointed as the Statutory Auditors in the Annual General Meeting held on July 23 2015 tohold office for the period of 4 (Four) years from the conclusion of the 28th AnnualGeneral Meeting until the conclusion of the 32nd Annual General Meeting to be held in theyear 2019.
As per the Companies (Amendment) Act 2017 their appointment need notbe ratified every year.
28. SECRETARIAL AUDITOR
The Board of Directors have appointed Mr. Vijay S. Tiwari a practisingCompany Secretary as Secretarial Auditor for the Financial Year 2017-2018.
29. CORPORATE SOCIAL RESPOSIBILITY
The said provisions are not applicable to the Company as at present.
30. minimum public shareholding as per the securities
CONTRACT (REGULATIONS) AMENDMENT RULES 2010
The Company has complied with the requirements of minimum 25% Publicshareholding.
31. DISCLOSURES UNDER SECTION 197(12) OF COMPANIES ACT 2013 AND OTHERDISCLOSURES AS PER THE RULES OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014
The same is provide as Annexure 2 to this Report
Your Directors wish to thank and place on record their appreciation ofthe valuable support given by Companys Customers Shareholders and Bankers.