Your Directors are pleased to present the Twenty Seventh Annual Report both onStandalone and Consolidated basis together with the Audited Financial Statements of theCompany for the Financial Year ended 31st March 2020.
1. FINANCIAL RESULTS: (Rs. In Lacs)
| ||2019-20 ||2018-19 ||2019-20 ||2018-19 |
|Particulars ||Consolidated || ||Standalone || |
|Operational & Other ||3441.90 ||1555.28 ||185.53 ||297.28 |
|Income || || || || |
|Less: Total Expenses ||3158.35 ||1385.91 ||326.06 ||334.80 |
|Profit / (loss) before Share of Associate and Tax ||283.55 ||169.37 || || |
|Share of Profit / (Loss) of Associate ||4.18 ||2.82 || || |
|Profit before Tax ||287.73 ||172.18 ||(140.53) ||(37.51) |
|Less: Tax expenses (includes provision for deferred tax asset/liability) ||127.65 ||43.22 ||(3.92) ||(13.52) |
|Profit after Tax ||160.08 ||128.96 ||(136.61) ||(23.99) |
|Other Comprehensive Income ||(1157.68) ||(949.28) ||(1153.35) ||(954.66) |
|Profit/(Loss) ||(997.60) ||(820.31) || |
(1289.96) for the period (978.64)
INDIAN ACCOUNTING STANDARDS
As per the road map notified by the Ministry of Corporate Affairs (MCA) the Companyhas adopted Indian Accounting Standards (lnd-AS) w.e.f. financial year 2019-20 andaccordingly the transition date is 1st April 2018. The financial statementshave been prepared in accordance with the Indian Accounting Standards (Ind-AS) as notifiedby Ministry of Corporate Affairs (MCA) under Section 133 of the Companies Act 2013 readwith the Companies (Indian Accounting Standards) Rules 2015 as amended and other relevantprovisions of the Act and applicable guidelines issued by the Reserve Bank of India (RBI).The financial statements have been prepared in accordance with the format prescribed for aNon-Banking Financial Company (NBFC) in compliance of the Companies (Indian AccountingStandards) Rules 2016 in Division III of Notification No. GSR 1022 (E) dated October11th 2018 issued by the Ministry of Corporate Affairs. The Reconciliation and the effectof the transition as per GAAP vis a vis Ind AS has been provided in Note No. 2(B) of notesto the Financial Statements.
FINANCIAL HIGHLIGHTS AND COMPANY AFFAIRS:
On consolidated basis your Company has earned total revenue of INR 3441.90 lakhs in FY2019-20 as compared to INR 1555.28 lakhs in FY 2018-19. The profit after tax in FY 2019-20is INR 160.08 lakhs as compared to INR 128.96 lakhs in FY 2018-19.
As you are aware your Company being an Investment Company makes investments in Primaryand Secondary Markets directly as well as through Mutual Funds and Portfolio ManagementServices etc. High volatility in equity market in FY 2019-20 amidst geo-political riskssuch as trade wars and adverse Banking scenario slowing global growth and liquiditycrisis in NBFCs coupled with lower corporate profitability affected the profitability ofthe Company during the year under review. Profitability also affected due to long termStrategic investments made by the company during the year Your Company has earned totalrevenue of INR 185.53 lakhs in FY 2019-20 as compared to INR
297.28 lakhs in FY 2018-19. Your company has booked a loss of INR 136.61 lakhs duringthe financial year 2019-20.
2. AMOUNT TRANSFERRED TO RESERVE:
Due to loss in the year your company does not propose to transfer to reserve.
In order to preserve funds for future activities the Board of Directors of yourCompany do not recommend any Dividend for the FY 2019-20.
4. EXTRACT OF ANNUAL RETURN:
As per the requirements of Section 92(3) of the Act and Rules framed thereunder theextract of the annual return for FY 2020 is given in Annexure I in the prescribed Form No.MGT-9 which is a part of this report. The same is available on https://www.ladderup.com.
5. MEETINGS OF THE BOARD:
During FY 2019-20 FiveMeetingsof the Board were held. For details of meetings pleaserefer to the Corporate Governance Report which is a part of this report.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURING THE YEAR
During the year under review there was no change in the composition of the Board ofDirectors of the Company.
In accordance with the provisions of Section 152 of the Act and that of Articles ofAssociation of the Company Mr. Saurabh Sarayan Director of the Company retires byrotation at ensuing Annual General Meeting of the Company and being eligible has offeredherself for re-appointment. As stipulated under the Regulation 36(3) of the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 brief resume of the Directorproposed to be re-appointed is given in the Notice convening Twenty Seventh Annual GeneralMeeting.
Mr. Paresh Patil was appointed as Company Secretary and Compliance Officer of theCompany w.e.f. 13th June 2019 till 18 th July 2020. Mr. Dhiraj Gupta has beenappointed as Company Secretary and Compliance Officer of the Company w.e.f. 20 th July2020.
7. SEPARATE MEETING OF INDEPENDENT DIRECTORS:
Pursuant to Schedule IV of the Companies Act 2013 and the Rules made thereunder andRegulation 25(3)oftheSEBI(ListingObligationsand Disclosure Requirements) Regulations2015 all the Independent Directors of the Company met once during a year without theattendance of Non-Independent Directors and Members of the Management.
The Independent Directors reviewed performance of Non-Independent Directors Chairmanof the Company and the performance of the Board as a whole. The Independent Directorsalso discussed the quality quantity and timeliness of flow of information between theCompany management and the Board that is necessary for the Board toperformtheirdutieseffectively and reasonably. The feedback of the Meeting was shared withthe Chairman of the Company.
The Company has received declarations from all the Independent Directors confirmingthat they meet with the criteria of independence as laid down under Section 149(6) of theCompanies Act 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015.
8. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of knowledge and belief and according to the information and explanationobtained by them your Directors make the following statements in terms of Section134(3)(c) & 134(5) of the Companies Act 2013: That in the preparation of the annualfinancial statements the applicable accounting standards have been followed along withproper explanation relating to material departures. That such accounting policies asmentioned in Notes to the Financial Statements have been selected and applied consistentlyand judgments have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company as at 31st March 2020 and of theprofit or loss of the company for the year ended on that date.
That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities That the annual financial statements have been prepared on a going concernbasis. That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
That systems to ensure compliance with the provisions of all applicable laws were inplace and that such systems were adequate and operating
9. SECRETARIAL STANDARDS OF ICSI
The Company has complied with the requirements prescribed under the SecretarialStandards on Meetingsof the Board of Directors (SS 1) and General Meetings (SS 2).
10. NOMINATION AND REMUNERATION POLICY:
Pursuant to Provisions of Section 178 of the Companies Act 2013 and Regulation 19 ofSEBI
(Listing Obligations & Disclosure Requirements) Regulations 2015 and on therecommendation of the Nomination & Remuneration Committee the Board had adoptedpolicy for selection and appointment of Directors Senior Management and theirremuneration. The details of Remuneration Policy are stated in the Corporate GovernanceReport. The Nomination and Remuneration Policy is posted on the website of the Company.
11. AUDITORS & AUDITORS' REPORT:
STATUTORY AUDITORS & STATUTORY AUDITORS' REPORT
The Statutory Auditors M/s. Shah Gupta & Co. Chartered Accountants Mumbai (FirmRegistration No. 109574W) have issued Audit Report for the Financial Year 2019-20pursuant to provisions of Section 141(2) of the Companies Act 2013 read with Companies(Audit and Auditors) Rules 2014. The Notes on Accounts referred to in the Auditors'Report are self-explanatory and do not call for any further comments. The Auditors' Reportdoes not contain any qualification reservation or adverse remark.
SECRETARIAL AUDITORS & SECRETARIAL AUDITORS' REPORT:
The Secretarial Auditors M/s. H. S. Associates Practicing Company Secretary Mumbai(Certificate of Practice No. 1483) have issued Secretarial Audit Report for the FinancialYear 2019-20 pursuant to provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 which isannexed as "Annexure II" and forms by the Secretarial Auditor duringpartofthisReport.Thereisno the FY 2019-20.
12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186:
The details of Loan Guarantees and Investments made by the Company under theprovisions of Section 186 of the Companies Act 2013 are provided in the notes to theFinancial Statements.
13. RELATED PARTY TRANSACTIONS:
During the year under review the Company has not entered any related party transactionwithin the purview of Section 188(1) of the Companies Act 2013. Accordingly thedisclosure of Related Party Transactions as required under Section 134(3) of the Act inForm AOC-2 is not applicable. However the Company has made disclosures in relation to thetransactions entered with the related parties pursuant to IND AS-24 details of which areprovided in Notes forming part of the Financial Statement annexed hereto.
The Policy on materiality of related party transactionsand dealings with relatedparties as approved by the Board may be accessed on the Company's website at the link:www.ladderup.com.
14. SUBSIDIARIES & ASSOCIATE:
The Company has two subsidiaries i.e. Ladderup Wealth Management Private Limited andGodland Enterprises Private Limited and one step-down subsidiary i.e. WaterproofCorporation Private Limited. During the year the Board of Directors (the Board')reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of theCompanies Act 2013 the Company has prepared consolidated financial statements of theCompany and its subsidiaries which form part of the Annual Report. Further the statementcontaining the salient features of the financial statements of its subsidiaries in theprescribed format are given in notes to the financial statements. The statement alsoprovides the details of performance and financial position of the subsidiaries.
In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of its subsidiaries are available on website ofwww.ladderup.com. These documents will also be available for inspection during thebusiness hours at the registered office of the Company.
During the year under review the Company had approved the scheme of amalgamation ofGodland Enterprises Private Limited Subsidiary of the Company (Transferor Company')with Water Proof Corporation Private Limited Step Down Subsidiary of the company(Transferee Company'). In this regard the Regional Director-Mumbai has issued itsOrder Dated 26th June 2020 approving the aforesaid scheme of Amalgamation. The Company'spolicy on material subsidiaries as approved by the Board is uploaded on the Company'swebsite at "Investors" section. The Company also has one Associate i.e.Annapurna Pet Private Limited.
15. MATERIAL CHANGES:
There are no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year of the Company i.e. 31stMarch 2020 to which these financial statements relate and the date of this report.
16. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
There was no technology absorption and no foreign exchange earnings or outgo duringthe year under review. Hence the information as required under Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is to beregarded as Nil. The Company has not entered into any technology transfer agreement.
17. RISK MANAGEMENT POLICY:
As per the provisions of the Companies Act 2013 and as part of good corporategovernance the Company has constituted the Risk Management Committee. The Committee haslaid down the procedures to inform to the Board about the risk assessment and minimizationprocedures and the Board shall be responsible for framing implementing and monitoringthe risk management plan and policy for the Company.
The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.
The Committee reviewed the risk trend exposure and potential impact analysis carriedout by the management. It was specifically confirmed to the Committee by the MD and theCFO that the mitigation plans are finalised and up to date owners are identified and theprogress of mitigation actions are monitored.
18. CORPORATE SOCIAL RESPONSIBILITY:
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company asadopted by the Board and the initiatives undertaken by the Company on CSR activitiesduring the year under review are set out in Annexure III of this report in the formatprescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014. Forother details regarding the CSR Committee please refer to the Corporate GovernanceReport which is a part of this report. The CSR policy is available on websitewww.ladderup.com.
19. PREVENTION OF INSIDER TRADING:
As per the provisions of section 195 of the Companies Act 2013 and SEBI (Prohibitionof insider trading) Regulations 2015 the Company has adopted a code of conduct forprevention trading with a view to regulate trading in securities by the Directors anddesignated employees of the Company. The Code requires pre-clearance for dealing in theCompany's shares and prohibits purchase or sale of Company shares by the Directors and thedesignated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed. The Boardis responsible for implementation of the Code. All Directors and the designated employeeshave confirmed compliance with the Code.
20. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at the workplace and towardsthis end has adopted a policy in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.All employees (permanent contractual temporary trainees) are covered under the saidpolicy. An Internal Complaints Committee has also been set up to redress complaintsreceived on sexual harassment. During the financial year under review the Company has notreceived any complaints from any of the employees of the Company.
21. PERFORMANCE EVALUATION:
(ListingObligation PursuanttotheprovisionsoftheCompaniesAct2013andprovisionsofSEBI andDisclosure Requirement) Regulations 2015 a separate exercise was carried out to evaluatethe performance of individual Directors including the Chairman of the Board who wereevaluated on parameters such as level of engagement and contribution and independence ofjudgment thereby safeguarding the interest of the Company. The performance evaluation ofthe Independent Directors was carried out by the entire Board. The performance evaluationof the Chairman and the Non-Independent Directors was carried out by the IndependentDirectors. The Board also carried out annual performance evaluation of the working of itsAudit Nomination and Remuneration as well as stakeholder relationship committees. TheDirectors expressed their satisfaction with the evaluation process.
22. NON-DEPOSIT TAKING NON-BANKING FINANCIAL COMPANY:
The Company is registered as a Non-Banking Financial Institution on 24 th February 1998in terms of the provisions of Non-Banking Financial (Non-Deposit Accepting or Holding)Norms (Reserve Bank) Directions 2007. Your Company is categorized as a Non-deposit takingNon-
Banking Financial Company. The Company has not accepted any deposits from the publicduring the year pursuant to the provisions of Section 73 of the Companies Act 2013.
23. COMMITTEES OF THE BOARD:
There are currently Eight Committees of the Board which are as follows: AuditCommittee Stakeholders' Relationship Committee Nomination & RemunerationCommittee Investment Committee Risk Management Committee
Prevention of Sexual Harassment Committee Corporate Social ResponsibilityCommittee Credit Committee Details of all the Committees along with year areprovided in the Corporate Governance Report.
24. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company Companies Act 2013 the Report and willbeprovideduponrequest. In terms ofSection Accounts are being senttotheMembersandothersentitledtheretoexcludingtheinformationon employees' particularswhich is available for inspection by the Members at the Registered Office of the Companyduring business hours on working days of the Company up to the date of the ensuing AnnualGeneral Meeting. If any Member is interested in obtaining a copy thereof such Member maywrite to the Company Secretary in this regard.
25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
26. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company's internal control system is designed to ensure orderly and efficientconduct of its business compliance with law and regulations including adherence to theCompany's policies safeguarding of its assets prevention and detection of frauds anderrors accuracy and completeness of the accounting record and the timely preparation ofreliable financial information Internal Control system is supported by an Internal AuditProcess. The Internal Audit Plans and Scope are well laid-out to ensure compliance withvarious applicable laws and internal policies. The Internal Auditors review the systemsand procedures and advise on further improvements wherever required. The reports of theInternal Auditors are reviewed by the Audit Committee and the Board of Directors of theCompany.
All the transactions are properly authorised recorded and reported to the Management.The Company is following all the applicable Accounting Standards for properly maintainingthe books of accounts and reporting financial statements.
27. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner byadoptionof highest standards of professionalismhonesty integrity and ethical behaviour the company has adopted a vigil mechanismpolicy. This Policy can be viewed on the Company's website viz. www.ladderup.com in the"Investors" Section.
Your Directors take this opportunity to express their grateful appreciation for theexcellent assistance and co-operation received fromallourClientsFinancialInstitutionsBankers Business Associates and the Government and other regulatory authorities and thankall stakeholders for their valuable sustained support and encouragement towards theconduct of the proficient operation of the Company. Your Directors would like to place onrecord their gratitude to all the employees who have continued their support during theyear.
The Directors also express sincere thanks to Government of India and Government ofothers States Police Doctors Nurses Sanitary workers NGO's and every individual whoare risking their lives in the fight against Covid-19.