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Inter Globe Finance Ltd.
|BSE: 511391||Sector: Financials|
|NSE: N.A.||ISIN Code: INE661M01016|
|BSE 00:00 | 20 Aug||17.80||
|NSE 05:30 | 01 Jan||Inter Globe Finance Ltd|
Inter Globe Finance Ltd. (INTERGLOBEFIN) - Director Report
Company director report
Your Directors are pleased to present the 24th Annual Report together with AuditedAccounts of your Company for the financial year ended March 312017.
1. FINANCIAL RESULTS
The summarized Consolidated and Standalone financial performance of your Company is asbelow:
2. SHARE CAPITAL
The paid-up Equity Share Capital of the Company on 31st March 2017 was Rs. 682.23Lacs.
Your Board of Directors has recommended a dividend of Rs 0.50 per equity share of Rs 10each for the financial year 2016-17 to the Members of your Company.
4. OPERATIONAL REVIEW
During the current financial year ended 31.03.2017 the Company had achieved totalturnover of Rs. 78.72 Crores in compare to Rs. 91.99 Crores in previous financial year2015-16.
5. FUTURE PROSPECTS
The company is making efforts continuously to improve its business operations. In viewof the above prospectus of the Company appears bright in 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 Annua! Return inForm MGT-9 is annexed herewith as Annexure-A to this Report.
7. NUMBER OF BOARD MEETINGS
Thirteen meetings of the board were held during the year. For details of the meetingsof the board please refer to the Corporate Governance report which forms part of thisreport.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with Section 152(6) of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Anirban Dutta Director of the company retire by rotationat the ensuing Annual General Meeting and being eligible offer himself for re-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 149 of the Companies Act 2013 Mr. Vikash Kedia and Mr. PritamKumar Choudhary were appointed as Independent Directors at the Annual General Meeting heldon 30th September 2015. They have submitted a declaration that both the directors meetthe criteria of Independence as laid down under section 149(6) of the Companies Act andthere has been no change in circumstances which may affect their status as independentdirector during the year.
Pursuant to the provisions of section 203 of the Companies Act 2013 the key managerialpersonnel of the Company are - Mr. Suresh Kumar Jain Managing Director Mr. AnirbanDutta Chief Financial Officer and Ms. Arpita Singh 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 March312017 the applicable accounting standards had been followed along with properexplanation relating 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 2017 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 March312017 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 with theevaluation process.
11. SUBSIDIARY COMPANIES
Following are the companies which are subsidiary companies of the company:
12. 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.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the related party transactions of your Company are entered on 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 Promoters Directors or Key Managerial Personnel (KMPs) which have potentialconflict with the interest of your Company at large. Members may refer to the notes tofinancial statements for details of related party transactions.
Since all related party transactions entered into by your Company were in the ordinarycourse of business and were on arm's length basis Form AOC-2 is not applicable to yourCompany.
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.lgfl.co.in .
14. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There is no such material change and commitment affecting the financial position ofyour company which have occurred between the end of the financial year of your Company towhich the financial statements relate and the date of report.
15. 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.
16. 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.
17. 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.
18. AUDITORS AND AUDITORS' REPORT
(A) STATUTORY AUDITORS:
Nils. Manish Mahavir & Co. Chartered Accountants Statutory Auditors of thecompany was appointed in the 23 rd ACM. They had confirmed their eligibility and are notdisqualified to act as a auditor of the Company under Section 141 of the Companies Act2013.
The Auditor's Report to the members does not contain any qualification or adverseremarks on the financial reporting and disclosure of the Company. The Notes to Accountsforming part of the financial statements are self-explanatory and need no furtherexplanation as required under sub-section (3) of Section 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 had appointed Ms. SweetySharma Practicing Company Secretary as Secretarial Auditor to conduct the SecretarialAudit for the financial year 2016-17. The Secretarial Audit Report for the financial yearended 31st March 2017 is annexed herewith.
19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
(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 outflow.
20. 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;
(ix) comparison of the each remuneration of the Key Managerial Personnel : against theperformance of the company;
The Comparison of remuneration of each of the KMP against the performance of theCompany are as under;
(I) None of the Company's employees has drawn salary more than Rs. 60 Lacs per annumif employed throughout the year and more than Rs. 5 Lacs per month if employed for thepart of the year. None of the Company's employees by himself or along with his spouse anddependent children holds 2% or more equity shares of the Company and drawing remunerationin excess of remuneration of the Whole Time Director.
(II) No sitting fees were paid to Independent Directors for attending meetings of theBoard for the Financial Year 2016-2017.
21. 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.
22. 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.
23. 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.
24. 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).
25. 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 2017-2018.
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.