Your Directors are pleased to present the Twenty Sixth Annual Reportboth on Standalone and Consolidated basis together with the Audited Financial Statementsof the Company for the FY ended 31st March 2019.
|1. FINANCIAL RESULTS: || || || ||(र In Lacs) |
| ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|Particulars || || || || |
| ||Consolidated ||Standalone |
|Operational & Other Income ||1677.41 ||1581.72 ||419.40 ||1066.06 |
|Profit before depreciation and Tax ||314.64 ||789.18 ||95.20 ||642.11 |
|Less: Depreciation ||17.25 ||5.44 ||3.87 ||3.67 |
|Profit before Tax ||297.99 ||783.74 ||91.33 ||638.44 |
|Less: Tax expenses (includes provision for deferred tax asset/liability) ||50.64 ||46.46 ||-10.13 ||3.67 |
|*Profit after Tax ||246.75 ||737.29 ||101.46 ||634.77 |
*The profit after tax is considered before adjusting the minorityinterest of associates.
The Consolidated Statements provide the results of Ladderup FinanceLimited together with its subsidiaries.
2. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of Annual Return in Form MGT-9as required under Section 92 of the Companies Act2013(hereinafter referred to as"the Act") form an integral part of this Report as "Annexure A"
3. MEETINGS OF THE BOARD:
During FY 2018-19 seven Meetings of the Board were held by theCompanyon28 th May 2018 13th August 2018 27th August 2018 5thOctober 2018 31st October 2018 26th December 2018 and 11th February 2019.The intervening gap between the Companies Act 2013 andRegulation17 of the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015. The number of CommitteeMeetings held during the FY 2018-19 forms part of the Corporate Governance Report.
4. SEPARATE MEETING OF INDEPENDENT DIRECTORS:
Pursuant to Schedule IV of the Companies Act 2013 and the Rules madethereunder and Regulation 25 (3) of the SEBI(Listing Obligations and Disclosure all theIndependent Directors of the Company met once during the year without the attendance ofNon-Independent Directors and Members of the Management.
The Independent Directors reviewed performance of Non IndependentDirectors Chairman of the Company and the performance of the Board as a whole. TheIndependent Directors also discussed the quality quantity and timeliness of flow ofinformation between the Company management and the Board that is necessary for the Boardto effectively and reasonably perform their duties. The feedback of the Meeting was sharedwith the Chairman of the Company.
5. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of knowledge and belief and according to the informationand explanation obtained by them your Directors make the following statements in terms ofSection 134(3)(c) & 134(5) of the Companies Act 2013: (a) That in the preparation ofthe annual financial statements the applicable accounting standards have been followedalong with proper explanationrelating to material departures; (b) That such accountingpolicies as mentioned in Notes to the Financial Statements have been selected and appliedconsistently and judgments have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company as at 31stMarch 2019 and of the profit of the company for the year ended on that date; (c) Thatproper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the company and for preventing and detecting fraud and other (d) That the annualfinancial statements have been prepared on a going concern basis; (e) That proper internalfinancial controls were in place and that the financial controls were adequate and wereoperating effectively.
(f) That systems to ensure compliance with the provisions of allapplicable laws were in place and that such systems were adequate and operatingeffectively.
In accordance with the provisions of Section 152 of the Act and thatof Articles of Association of the Company Mrs. Mangala Radhakrishna Prabhu Director ofthe Company retires by at ensuing Annual General Meeting of the Company and beingeligible has offered herself for re-appointment. In terms of Sub-Section (10) and (11) ofSection 149 of the Companies Act 2013 Mr. K.V.S. Shyamsunder will be re-appointed asIndependent Director of the company for the second term of five consecutiveyearsatensuingAnnual General Meetingof the Company. The Company has receiveddeclarationsconfirmingthat they fromalltheIndependentDirectors meet with the criteria ofindependence as laid down under Section 149 (6) of the Companies Act 2013 and Regulation16(1)(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.
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 Sixth Annual GeneralMeeting.
7. NOMINATION AND REMUNERATION POLICY:
Pursuant to Provisions of Section 178 of the Companies Act 2013 andRegulation 19 of SEBI
(Listing Obligations & Disclosure Requirements) Regulations 2015and on the recommendation of the Nomination & Remuneration Committee the Board hadadopted policy for selection and appointment of Directors Senior Management and theirremuneration in the financial year 2015-16. The details of Remuneration Policy is statedin the Corporate Governance Report. The Nomination and Remuneration Policy is posted onthe website of the Company.
8. AUDITORS & AUDITORS' REPORT:
STATUTORY AUDITORS & STATUTORY AUDITORS' REPORT
The Statutory Auditors M/s. Shah Gupta & Co. CharteredAccountants Mumbai (Firm Registration No. 109574W) have issued Audit Report for the FY2018-19 pursuant to provisions of Section (2) of the Companies Act 2013 read withCompanies (Audit and Auditors) Rules 2014.
The Notes on Accounts referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report doesnot contain any qualification reservation or adverse remark.
SECRETARIAL AUDITORS & SECRETARIAL AUDITORS' REPORT:
The Secretarial Auditors M/s. H. S. Associates Practicing CompanySecretary Mumbai (Certificate of Practice No.1483) have issued Secretarial Audit Reportfor the FY 2018-19 pursuant to provisions of Section 204 of the Companies Act 2013 readwith Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 whichis annexed as "Annexure B" and forms part of this Report. There is no anyobservation/qualification reported by the Secretarial Auditor during the FY 2018-19.
9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THECOMPANY UNDER SECTION 186:
The details of Loans Guarantees and Investments made by the Companyunder the provisions of Section 186 of the Companies Act 2013 are provided in the notesto the Financial Statements.
10. RELATED PARTY TRANSACTIONS:
All contracts/ arrangements/ transactions entered by the Company duringthe financial year with related parties were on arm's length basis and were in theordinary course of business. As provided under section 134(3)(h) of the Act and Rules madethereunder disclosure of particulars of material transactions with related parties enteredinto by the Company with related parties in the prescribed format are annexed to thisreport as "Annexure C".
The Policy on materiality of related party transactions and dealingwith related party transactions as approved by the Board may be accessed on theCompany's website at the link: www.ladderup. com The details of the transactions withrelated parties are provided in the accompanying financial statements.
11. SUBSIDIARIES & ASSOCIATE:
The Company has two subsidiaries i.e. Ladderup Wealth ManagementPrivate Limited and Godland Enterprises Private Limited (w.e.f. 26th December 2018) onestep-down subsidiary i.e. Waterproof Corporation Private Limited (w.e.f. 26th December2018) and one associate company i.e. Annapurna Pet Private Limited. During the year theBoard of Directors (the Board') reviewed the affairs of the subsidiaries. Inaccordance with Section 129(3) of the Companies Act 2013 the Company has preparedconsolidated financial statements of the Company and its subsidiaries which form part ofthe Annual Report. Further the statements containing the salient features of thefinancial statements of its subsidiaries in the prescribed format is given in notes to thefinancial statements. The statement also provides the details of performance and financialposition of the subsidiaries.
In accordance with Section 136 of the Companies Act 2013 the auditedincluding the consolidated financial statements and related information of the Company andaudited accounts of its subsidiaries are available on website of www.ladderup.com. Thesedocuments will also be available for inspection during the business hours at theregistered office of the Company.
The Company's policy on material subsidiaries as approved by theBoard is uploaded on the Company's website at "Investors" section. TheCompany also has one Associate i.e. Annapurna Pet Private Limited.
12. FINANCIAL HIGHLIGHTS AND COMPANY AFFAIRS: Consolidated Performance
Your Company has earned total revenue of INR 1677.41 lakhs in FY2018-19 as compared to INR 1581.72 lakhs in FY 2017-18. The profit after tax in FY 2018-19is INR 246.75 lakhs as compared to INR 737.29 lakhs in FY 2017-18.
Your Company has earned total Profit of INR 101.46 lakhs during the FY2018-19 as against INR 634.77 lakhs in the FY 2017-18.
Your company in the last few years continues to invest in asset basedtransactions with good growth prospects. The FY 2018-19 continues to be difficult year forCompanies operating space. The global macroeconomic conditions as well as domestic marketconditions converged simultaneously to create strong headwinds. There was perceptibleimpact on margins and profitability for most companies in the financial services space aswell.
LADDERUP WEALTH MANAGEMENT PRIVATE LIMITED (LWMPL)
LWMPL's business continues to get momentum in this tepid growthenvironment. This was a turbulent year in terms of market performance with high degree ofuncertainty in both debt and equity front with events like the NBFC crisis and the slowergrowth rate that impacted market performance. However the company has done reasonably wellduring the year. The company has a niche business of advising clients on right investmentacross asset classes. It has always been an endeavor of the company to ensure safety firstand then maximize the return thereby safeguarding our clientele from adverse marketimpacts. 65.50 Lakhs for the FY 2018-19 Onthefinancial as against profit of INR 114.53Lakhs in the previous year. The fall in profit was mainly attributable to the increase inexpenses.
The Company continues to adopt the best practices while continuouslyevolving to improve the service delivery to clients through integrity transparency andcompetence.
GODLAND ENTERPRISES PRIVATE LIMITED
During the year under review the Company has acquired 50.0006% Equityshares of Godland Enterprises Private Limited. Accordingly Godland Enterprises PrivateLimited has become the subsidiary company of the Company. Further Godland EnterprisesPrivate Limited is Special Purpose Vehicle (SPV) of the company and does not have anyinherent business activity.
WATERPROOF CORPORATION PRIVATE LIMITED: Step-down subsidiary
During the year under review your company has acquired WaterproofCorporation Pvt. Ltd. (WACO) through its SPV Godland Enterprises Private Limited.Accordingly WACO has become step down subsidiary of the Ladderup Finance Limited. WACO isin the business of manufacturing veneer tapes and trading of Cello Tapes. WACO'smanufacturingfacilityincludesgluemakingcoatingslitting perforating printing etc. ofveneer tapes.
During the FY 2018-19 the Company has achieved total revenue of INR2599.25 lakhs and posted a profit of INR 515.23 lakhs against INR 2644.17 Lakh and INR486.64 in the previous year.
13. AMOUNT TRANSFERRED TO RESERVE:
During the FY 2018-19 the Company has transferred र 2029103/-equivalent to 20% of profit after tax of the Company to Special Reserve Account incompliance with Section 45IC of the RBI Act.
In order to preserve funds for future activities the Board ofDirectors of your Company do not recommend any Dividend for the FY 2018-19.
15. MATERIAL CHANGES:
During the FY 2018-19 the Company has acquired 50.0006% Equity Sharesof Godland Enterprises Private Limited. Due to such acquisition Godland EnterprisesPrivate Limited has become Subsidiary Company of the Company. Further during the yearGodland Enterprises Private Limited has acquired 100% stake of Water Proof CorporationPrivate Limited which resulted Waterproof Corporation Private Limited to become Step-downSubsidiary Company of the Company.
16. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:
There was no technology absorption and no foreign exchange earnings oroutgo during the year under review. Hence the information as required under Section134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules2014 is to be regarded as Nil. The Company has not entered into any technology transferagreement.
17. RISK MANAGEMENT POLICY:
As per the provisions of the Companies Act 2013 and as part of goodcorporate governance the Company has constituted the Risk Management Committee. TheCommittee has laid down the procedures to inform to the Board about the risk assessmentand minimisation procedures and the Board shall be responsible for framing implementingand monitoring the risk management plan and policy for the Company.
The main objective of this policy is to ensure sustainable businessgrowth with stability and to promote a pro-active approach in reporting evaluating andresolving risks associated with the business. In order to achieve the key objective thepolicy establishes a structured and disciplined approach to Risk Management in order toguide decisions on risk related issues.
The Committee reviewed the risk trend exposure and potential impactanalysis carried out by the management. It was specifically confirmed to the Committee bythe MD and the CFO that the identified and the progress of mitigation mitigation plansareactions
18. CORPORATE SOCIAL RESPONSIBILITY:
Ladderup Finance Limited believes that sustained growth of businesslies on triple bottom line i.e growth of people around our operation protection ofenvironment where we operate and profit from our business. We understand well being of thecommunity around our business helps in growth of business and hence we value people aroundour operational locations and promote inclusive growth.
We endeavour to serve the society and achieve excellence. We continueto remain focused on improving the quality of life and engaging communities throughensuring environment sustainability promoting healthcare promotingeducation .activitiesandmanymore Pursuant to Section 135 of the Companies Act 2013 and the relevant rulesthe Company is having in place the Corporate Social Responsibility (CSR) Committee underthe chairmanship of Mr. Sunil Goyal the other members of the Committee are Mr. ManojSingrodia and Mr. KVS Shyamsunder. The Company's policy on CSR envisages expenditurein areas falling within the purview of Schedule VII of the Companies Act 2013. Thedetailed CSR policy is available on the company's website at the we blink:www.ladderup.com.
The details as per the provisions of Rule 8 of Companies (CorporateSocial Responsibility) Rules 2014 is annexed herewith as "Annexure D" to thisreport.
19. PREVENTION OF INSIDER TRADING:
As per the provisions of section 195 of the Companies Act 2013 andSEBI (Prohibition trading) Regulations 2015 the Company has adopted a code of conduct forprevention of insider trading with a view to regulate trading in securities by theDirectors and designated employees of the Company. The Code requires pre-clearance fordealing in the Company's shares and prohibits the purchase or sale of Company sharesby the Directors and the designated employees while in possession of unpublished pricesensitive information in relation to the Company and during the period when the TradingWindow is closed. The Board is responsible for implementation of the Code.
All Directors and the designated employees have confirmed compliancewith the Code.
20. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at theworkplace and towards this end has adopted a policy in line with the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules thereunder. All employees (permanent contractual temporary trainees) are coveredunder the said policy. An Internal Complaints Committee has also been set up to redresscomplaints received on sexual harassment. During the financial year under review theCompany has not received any complaints from any of the employees of the Company.
21. PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and provisions ofSEBI (Listing and Disclosure Requirement) Regulations 2015 a separate exercise wascarried out to evaluate the performance of individual Directors including the Chairman ofthe Board who were evaluated on parameters such as level of engagement and contributionand independence of judgment thereby safeguarding the interest of the Company. Theperformance evaluation of the Independent Directors was also carried out by the entireBoard. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors. The Board also carried out annual performanceevaluation of the working of its Audit Nomination and Remuneration as well as stakeholderrelationship committees. The Directors expressed their satisfaction with the evaluationprocess.
22. SHARE CAPITAL:
The Issued Subscribed and Paid-Up Equity Share Capital as on 31 stMarch 2019 was र 128526000/- (Rupees Twelve Crores Eighty Five Lakhs Twenty SixThousand Only). During the year under review the Company has not issued any shares withdifferential voting rights or granted any stocks options or sweat equity. As on 31stMarch 2019 none of the Directors of the Company holds any instrument convertibleintoequity shares of the Company.
23. NON-DEPOSIT TAKING NON-BANKING FINANCIAL COMPANY:
The Company is registered as a Non-Banking Financial Institution on 24th February 1998 in terms of the provisions of Non-Banking Financial (Non-DepositAccepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007. YourCompany is categorized as a Non-deposit taking Non-Banking Financial Company. The Companyhas not accepted any deposits from the public during the year pursuant to the provisionsof Section 73 of the Companies Act 2013.
24. CORPORATE GOVERNANCE:
Pursuant to Regulations 34 & 53 read with schedule V of SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 the following formspart of this Annual Report and are enclosed/ annexed to this report:
Management Discussion and Analysis
Report on Corporate Governance
Declaration on Compliance with Code of Conduct
A Certificate from M/s. Jajodia and Associates Practicing CompanySecretaries compliance of conditions of Corporate Governance.
25. COMMITTEES OF THE BOARD:
There are currently Eight Committees of the Board as follows:
1. Audit Committee
2. Stakeholders' Relationship Committee
3. Nomination & Remuneration Committee
4. Investment Committee
5. Risk Management Committee
6. Prevention of Sexual Harassment Committee
7. Corporate SocialResponsibilityCommittee ee Committ 8. Credit eesalong with their charters composition and meetings held during the CommittDetailsofallthe year are provided in the Corporate Governance Report.
26. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURINGTHE YEAR
Mr. Sunil Goyal was reappointed as Managing Director of the Companyw.e.f. 1st April 2019. Ms. Arpita Jain was appointed as Company Secretary andCompliance Officer of the Company w.e.f. 28th May 2018.
Ms. Arpita Jain Company Secretary and Compliance Officer has resignedw.e.f. 25 th February 2019.
27. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company will be provided upon request. In terms of Section136 of the Companies Act 2013 the Report and Accounts are being sent to the Members andothers entitled thereto excluding the information on employees' particulars which isavailable for inspection by the Members at the Registered Office of the Company duringbusiness hours on working days of the Company up to the date of the ensuing Annual GeneralMeeting. If any Member is interested in obtaining a copy thereof such Member may write tothe Company Secretary in this regard.
28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators /Courts which would impact the going concern status of the Company and its futureoperations.
29. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company's internal control system is designed to ensureorderly and efficient conduct of its business compliance with law and regulationsincluding adherence to the Company's policies safeguarding of its assets preventionand detection of frauds and errors accuracy and completeness of the accounting recordand the timely preparation of reliable financial information Internal Control system issupported by an Internal Audit Process. The Internal Audit Plans and Scope are welllaid-out to ensure compliance with various applicable laws and internal policies. TheInternal Auditors review the systems and procedures and advise on further improvementswherever required. The reports of the Internal Auditors are reviewed by the AuditCommittee and the Board of Directors of the Company. All the transactions are properlyauthorised recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial
30. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In order to ensure that the activities of the Company and its employeesare conducted in a fair and transparent manner by adoption of highest standards ofprofessionalism honesty integrity and ethical behavior the company has adopted a vigilmechanism policy. 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 gratefulappreciation for the excellent assistance and co-operation receivedfromallourClientsFinancialInstitutions Bankers Business Associates and the Governmentand other regulatory authorities and thank all stakeholders for their valuable sustainedsupport and encouragement towards the conduct of the proficient operation of the Company.Your Directors would like to place on record their gratitude to all the employees who havecontinued their support during the year.
|Date : 26th August 2019 ||For and on behalf of the Board |
|Place : Mumbai ||Sd/- ||Sd/- |
|Regd. Office : 102-A Hallmark Business Plaza ||(Sunil Goyal) ||(Mangala Prabhu) |
|Gurunanak Hospital ||Managing Director ||Director |
|Road Bandra (East) ||DIN No: 00503570 ||DIN: 06450659 |
|Mumbai-400 051 || || |