Your Directors are pleased to present the 25th Annual Report together with AuditedAccounts of your Company for the financial year ended March 31 2018.
1. FINANCIAL RESULTS :
The summarized Standalone financial performance of your Company is as below :
|Particulars || |
| ||2017-18 ||2016-17 |
|Profit Before Tax ||(136.49) ||244.89 |
|Less : Current Taxes ||26.68 ||47.82 |
|Deferred Tax ||(18.99) ||10.34 |
|Tax for earlier Year ||- ||- |
|Profit for the year ||(144.18) ||186.73 |
|Add : Balance in Profit & Loss Account ||103.75 ||109.12 |
|Less : Appropriation : || ||- |
|Transfer to General Reserve ||- ||48.86 |
|Proposed Dividend ||- ||34.11 |
|Tax on Dividend of earlier year ||(1.15) ||5.80 |
|Other Income Tax (Extra-ordinary Item) || |
|Transfer to Statutory Reserve || |
|Provision for Standard Assets ||4.16 ||14.48 |
|Closing Balance ||(37.42) ||103.75 |
2. SHARE CAPITAL
The paid-up Equity Share Capital of the Company on 31st March 2018 was Rs. 682.23Lacs.
No dividend was recommended by the Board for the FY 2017-2018.
4. OPERATIONAL REVIEW
During the current financial year ended 31.03.2018 the Company's total turnoveramounted to Rs. 18.96 Crores in comparison to Rs. 77.83 Crores in the previous financialyear 2016-17 since the Company reduced its share trading business to focus on its corelending business. As a result the total interest earned during FY 2017-2018 increased toRs. 8.40 Crores in comparison to Rs. 6.52 Crores in FY 2016-2017. The Company earned aprofit of Rs. 106.96 lacs before provision of Doubtful Debts of Rs. 243.46 lacs. Theperformance of the Company got impacted due to one of the major Loan account turning intoNPA and necessary recovery measures have been undertaken by filing of suits in courts& NCLT.
5. FUTURE PROSPECTS
The company is making efforts continuously to improve its business operations. In viewof the above prospects of the Company appears bright in the near future.
6. EXTRACT OF THE ANNUAL RETURN
As required by Section 92(3) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 extract of the Annual Return inForm MGT-9 is annexed herewith as Annexure-B to this Report.
7. NUMBER OF BOARD MEETINGS
Ten meetings of the board were held during the year. For details of the meetings of theboard please refer to the Corporate Governance report which forms part of this report.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with Section 152(6) of the Companies Act 2013 and the Articles ofAssociation of the Company Ms. Seema Gupta Director of the company retires by rotationat the ensuing Annual General Meeting and being eligible offers herself forre-appointment.
None of the Directors of the company are disqualified as per section 164 of theCompanies Act 2013. The directors have made necessary disclosures as required undervarious provisions of the Act and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015.
Pursuant to Section 161(4) of "The Companies Act 2013."Mr. Navin Jain hasbeen appointed as the Chairman & Managing Director of the Company to fill the casualvacancy caused by the death of Mr. Suresh Kumar Jain subject to your approval.
Also pursuant to Section 149 of the Companies Act 2013 Mr. Sumit Gupta has beenappointed as an Additional Director(in Independent Director category) for 5 years w.e.f30th day of May 2018 subject to your approval. He has submitted a declaration that hemeets the criteria of Independence as laid down under section 149(6) of the Companies Act.
Mr. Vikash Kedia (DIN - 02543252) & Mr. Pritam Kumar Choudhary (DIN - 03301223)Independent Directors be hereby reappointed for a further period of 3 years subject toyour approval.
Furtherpursuant to the provisions of section 203 of the Companies Act 2013 the keymanagerial personnel of the Company are - Mr. Navin Jain Managing Director Mr. AnirbanDutta Chief Financial Officer and Ms. Pritha Dhandhania Company Secretary.
9. DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 states that
(a) In the preparation of the annual accounts for the financial year ended March 312018 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
(b) 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 on 31st March 2018 and of the profitof your company for the year ended on that date;
(c) The directors have 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 have prepared the annual accounts for the financial year ended March31 2018 on a going concern basis.
(e) The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
10. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 the Board has carried out theannual performance evaluation of its own performance the Directors individually includingthe Chairman of the Board as well as the evaluation of the Committees of the Board. Astructured questionnaire was prepared after taking into consideration inputs received fromthe Directors. The performance evaluation of the Independent Directors was also carriedout by the entire Board.
The results of the evaluation done by Independent Directors were reported to theChairman of the Board. It was reported that the performance evaluation of the BoardCommittee etc. was satisfactory. The Directors expressed their satisfaction over theevaluation process.
11. PARTICULARS OF LOANS GUARANTEES INVESTMENTS OR SECURITIES
Your Company is exempted from the applicability of the provisions of Sec.186 of theCompanies Act 2013 (Act) read with Rule 11 of the Companies (Meetings of Board and itsPowers) Rules 2014 and Companies (Meetings of Board and its Powers) Amendment Rules 2015as your Company is engaged in the business of Long term financing and meeting the creditneeds of its Customers.
12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the related party transactions of your Company are entered at arm's length basisand are in compliance with the applicable provisions of the Companies Act 2013 and SEBIListing Regulations 2015. There are no materially significant transactions made by theCompany with the Promoters Directors or Key Managerial Personnel (KMPs) which havepotential conflict with the interest of your Company at large. Members may refer to thenotes to financial statements for details of related party transactions.
All related party transactions entered into by your Company were in the ordinary courseof business and were on arm's length basis
Moreover your Company had also obtained shareholders approval in AGM last year forentering into any contacts or arrangements with Related parties. The company had enteredinto materially significant transaction of loan arrangement with M/S. Suresh Kumar PramodKumar (HUF) for which approval was obtained at the last A.G.M.
The Directors have filed a suo motu application with ROC for error in RPT disclosure.The matter was informed to the shareholders in last AGM as well and is pending before ROCKolkata.
A Related Party Policy has been devised by your company for determining the materialityof transactions with related parties and dealings with them. The said policy is availableon your Company's website www.Igfl.co.in.
13. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
The Income Tax Department had raised a Demand on 28/12/2017 of Rs. 115026210/- onyour Company pertaining to AY-2010-2011.
Subsequently the Company had filed an appeal before the Hon'ble CIT(A) Kolkata.
The matter is still pending before the Hon'ble CIT(A). A suite filed by M/s. M. S.Shoes is ongoing before Hon'ble Delhi High Court.
14. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year under review there are no such orders passed by the regulator / courts/ tribunals impacting the going concern status and your Company's operations in future.
15. INTERNAL FINANCIAL CONTROL SYSTEMS
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope of work includes review of process forsafeguarding the assets of the Company review of operational efficiency effectiveness ofsystems and processes and assessing the internal control strengths in all areas.
16. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
In pursuance of the provision of Section 135 of the Companies Act 2013 the CSRprovisions were not applicable to the Company.
17. AUDITORS AND AUDITORS' REPORT
(A) Statutory Auditors :
M/s. Bijan Ghosh & Associates Chartered Accountants Statutory Auditors of thecompany have expressed an unqualified opinion. The Auditor's Report to the members doesnot contain any qualification or adverse remarks on the financial reporting and disclosureof the Company. The Notes to Accounts forming part of the financial statements areself-explanatory and need no further explanation as required under sub-section (3) ofSection 134 of Companies Act 2013.
(B) Secretarial Auditor :
Pursuant to Section 204 of Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 your Directors have appointed Ms. IshaBothra Practicing Company Secretary as Secretarial Auditor to conduct the SecretarialAudit for the financial year 2017-18. The Secretarial Audit Report for the financial yearended 31st March 2018 is annexed herewith.
18. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
(A) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The particulars of conservation of energy and technology absorption as required underSection 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules2014 are not applicable to the Company.
(B) FOREIGN EXCHANGE EARNINGS AND OUT-GO :
During the period under review there was no foreign exchange earnings or out flow.
19. MANAGERIAL REMUNERATION
(I) Particulars of Employees pursuant to section 197(12) of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Amendment Rules 2016;
(i) the ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year;
|Sl. No. ||Name of the Directors ||Remuneration (Rs.) ||Median Remuneration of Employees (Rs.) ||Ratio (in times) |
|1 ||Suresh Kumar Jain ||7200000 ||142500 ||50.23 |
|2 ||NavinJain ||705799 || ||4.95 |
|3 ||Anirban Dutta ||366940 || ||2.57 |
|(ii) the percentage increase in remuneration of each director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year; ||: S. K. Jain- Nil Navin Jain - 32% approx Anirban Dutta- 15% approx. |
|(iii) the percentage increase in the median remuneration of employees in the financial year; ||: There is no change in percentage of median remuneration of employees For the Financial Year 2017-18. |
|(iv) the number of permanent employees on the rolls of company; ||: 7 employees as on 31.03.2018. |
|(v) the explanation on the relationship between average increase in remuneration and company performance; ||: There was no increment in the remuneration of the Companies employees during the financial year 31st March 2018. |
|(vi) comparison of the remuneration of the Key Managerial Personnel against the performance of the company; ||: The remuneration of the key Managerial Personnel is keeping in view the performance of the Company as aforesaid and trend of remuneration in industry. |
|(vii) variations in the market capitalization of the company price : earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer; ||Particulars ||As on 31.03.2018 ||As on 31.03.2017 |
| ||Market Capitalisation (Rs.) ||147020457 ||168510686 |
| ||Price Earning Ratio ||N.A. ||9.01 |
| ||Share price : BSE ||21.55 ||24.70 |
|(viii) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; ||Average percentile increase made in the salaries of Employees other than the Managerial personnel in the financial year was 3.08%. |
| || |
| ||There are no exceptional circumstances in increase in managerial remuneration. |
|(ix) comparison of the each remuneration of the Key Managerial Personnel against the performance of the company; ||The Comparison of remuneration of each of the KMP against the performance of the Company are as under; |
|Sl. No. ||Particulars ||Remuneration ||Net Profit |
|1. ||Suresh Kumar Jain ||7200000 ||(144812120) |
|2. ||Anirban Dutta ||366940 ||(144812120) |
|3. ||Arpita Singh (from April 2018 to December182018) ||142500 ||(144812120) |
|4. ||Pritha Dhandhania (from Dec18 2018 to March 2019) ||94667 ||(144812120) |
|(x) The key parameters for any variable component of remuneration availed by the directors; ||NIL |
|(xi) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; ||: The Managing Director is the highest paid director. No employees received remuneration higher than the Managing Director. |
|(xii) Affirmation that the remuneration is as per the remuneration policy of the Company; ||: The Company affirms remuneration is as per the remuneration policy of the Company. |
(I) None of the Company's employees has drawn salary more than Rs. 60 Lacs per annumexcept Managing Director if employed throughout the year and more than Rs. 5 Lacs permonth if employed for the part of the year. Except Mr. Pramod Jain and Mrs. RakhiJain(Promoters of the Company) None of the Company's employees by himself or along withhis spouse and dependent children holds 2% or more equity shares of the Company anddrawing remuneration in excess of remuneration of the Whole Time Director.
(II) No sitting fees was paid to Independent Directors for attending meetings of theBoard for the Financial Year 2017-2018.
20. COMPLIANCE WITH RBI GUIDELINES
Your Company has complied with all applicable regulations of the Reserve Bank of India.As per Non-Banking Finance Companies RBI Directions 1998 the Directors hereby reportthat the Company did not accept any public deposits during the year and did not have anypublic deposits outstanding at the end of the year.
21. CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure that the conditions of CorporateGovernance as stipulated under Regulation 34(3) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 of the Stock Exchanges are complied with.
A separate Section of Corporate Governance and a certificate of the Auditors of theCompany regarding compliance of the conditions of Corporate Governance as stipulatedRegulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 form part of the Annual Report.
22. MANAGEMENT DISCUSSION ANALYSIS REPORT (MDAR)
The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a separate section which forms part of the AnnualReport.
23. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
24. LISTING OF SHARES
The Shares of your Company is listed with the BSE Limited. Your Company has duly paidlisting fees to the Stock Exchange for the year ended 2018-2019.
Yours Directors would like to place on record their appreciation for the continuedco-operation and support received from the Company's Shareholders Bankers and otherBusiness Associate.
|Registered Office : ||On behalf of the Board |
|6B Bentinck Street || |
|Aloka House 1st Floor ||Navin Jain |
|Kolkata - 700 001 ||Managing Director |
|Date : May 30 2018 ||(DIN : 01197626) |