Your Directors are pleased to present the Twenty Sixth Annual Report both onStandalone and Consolidated basis together with the Audited Financial Statements of theCompany for the FY ended 31st March 2019.
|1. FINANCIAL RESULTS: || || || ||(Rs. 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 minority interest ofassociates.
The Consolidated Statements provide the results of Ladderup Finance Limited togetherwith its subsidiaries.
2. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of Annual Return in Form MGT-9 as requiredunder 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 the Companyon28 th May2018 13th August 2018 27th August 2018 5th October 2018 31stOctober 2018 26th December 2018 and 11th February 2019. The intervening gap betweenthe Companies Act 2013 andRegulation17 of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015. The number of Committee Meetings held during the FY2018-19 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 made thereunder andRegulation 25 (3) of the SEBI(Listing Obligations and Disclosure all the IndependentDirectors 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 Independent Directors Chairmanof the Company and the performance of the Board as a whole. The Independent Directors alsodiscussed the quality quantity and timeliness of flow of information between the Companymanagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties. The feedback of the Meeting was shared with the Chairman of theCompany.
5. 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:
(a) That in the preparation of the annual financial statements the applicableaccounting standards have been followed along with proper explanationrelating to materialdepartures;
(b) That such accounting policies as mentioned in Notes to the Financial Statementshave been selected and applied consistently and judgments have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany as at 31st March 2019 and of the profit of the company for theyear ended on that date;
(c) 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 other
(d) That the annual financial statements have been prepared on a going concern basis;
(e) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
(f) That systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.
In accordance with the provisions of Section 152 of the Act and that of Articles ofAssociation of the Company Mrs. Mangala Radhakrishna Prabhu Director of the Companyretires by at ensuing Annual General Meeting of the Company and being eligible hasoffered herself for re-appointment. In terms of Sub-Section (10) and (11) of Section 149of the Companies Act 2013 Mr. K.V.S. Shyamsunder will be re-appointed as IndependentDirector of the company for the second term of five consecutive yearsatensuingAnnualGeneral Meetingof the Company. The Company has received declarationsconfirmingthat theyfromalltheIndependentDirectors meet with the criteria of independence as laid down underSection 149 (6) of the Companies Act 2013 and Regulation 16(1)(b) of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015.
As stipulated under the Regulation 36(3) of the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 brief resume of the Director proposed to bere-appointed is given in the Notice convening Twenty Sixth Annual General Meeting.
7. 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 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. Chartered Accountants Mumbai (FirmRegistration No. 109574W) have issued Audit Report for the FY 2018-19 pursuant toprovisions of Section (2) of the Companies Act 2013 read with Companies (Audit andAuditors) Rules 2014.
The Notes on Accounts referred to in the Auditors' Report are self-explanatory and donot call for any further comments. The Auditors' Report does not contain anyqualification 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 FY 2018-19pursuant to provisions of Section 204 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 which is 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 THE COMPANY UNDER SECTION186:
The details of Loans 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.
10. RELATED PARTY TRANSACTIONS:
All contracts/ arrangements/ transactions entered by the Company during the financialyear with related parties were on arm's length basis and were in the ordinary course ofbusiness. As provided under section 134(3)(h) of the Act and Rules made thereunderdisclosure of particulars of material transactions with related parties entered into bythe Company with related parties in the prescribed format are annexed to this report as"Annexure C".
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at thelink: www.ladderup. com The details of the transactions with related parties are providedin the accompanying financial statements.
11. SUBSIDIARIES & ASSOCIATE:
The Company has two subsidiaries i.e. Ladderup Wealth Management Private Limited andGodland Enterprises Private Limited (w.e.f. 26th December 2018) one step-down subsidiaryi.e. Waterproof Corporation Private Limited (w.e.f. 26th December 2018) and one associatecompany i.e. Annapurna Pet Private Limited. During the year the Board of Directors(the Board') reviewed the affairs of the subsidiaries. In accordance with Section129(3) of the Companies Act 2013 the Company has prepared consolidated financialstatements of the Company and its subsidiaries which form part of the Annual Report.Further the statements containing the salient features of the financial statements of itssubsidiaries in the prescribed format is given in notes to the financial statements. Thestatement also provides the details of performance and financial position of thesubsidiaries.
In accordance with Section 136 of the Companies Act 2013 the audited including theconsolidated financial statements and related information of the Company and auditedaccounts 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 the Board is uploaded onthe Company's website at "Investors" section. The Company also has one Associatei.e. Annapurna Pet Private Limited.
12. FINANCIAL HIGHLIGHTS AND COMPANY AFFAIRS:
Your Company has earned total revenue of INR 1677.41 lakhs in FY 2018-19 as compared toINR 1581.72 lakhs in FY 2017-18. The profit after tax in FY 2018-19 is INR 246.75 lakhs ascompared to INR 737.29 lakhs in FY 2017-18.
Your Company has earned total Profit of INR 101.46 lakhs during the FY 2018-19 asagainst INR 634.77 lakhs in the FY 2017-18.
Your company in the last few years continues to invest in asset based transactions withgood growth prospects. The FY 2018-19 continues to be difficult year for Companiesoperating space. The global macroeconomic conditions as well as domestic market conditionsconverged simultaneously to create strong headwinds. There was perceptible impact onmargins and profitability for most companies in the financial services space as well.
LADDERUP WEALTH MANAGEMENT PRIVATE LIMITED (LWMPL)
LWMPL's business continues to get momentum in this tepid growth environment. This was aturbulent year in terms of market performance with high degree of uncertainty in both debtand equity front with events like the NBFC crisis and the slower growth rate that impactedmarket performance. However the company has done reasonably well during the year. Thecompany has a niche business of advising clients on right investment across asset classes.It has always been an endeavor of the company to ensure safety first and then maximize thereturn thereby safeguarding our clientele from adverse market impacts. 65.50 Lakhs forthe FY 2018-19 Onthefinancial as against profit of INR 114.53 Lakhs in the previous year.The fall in profit was mainly attributable to the increase in expenses.
The Company continues to adopt the best practices while continuously evolving toimprove the service delivery to clients through integrity transparency and competence.
GODLAND ENTERPRISES PRIVATE LIMITED
During the year under review the Company has acquired 50.0006% Equity shares ofGodland Enterprises Private Limited. Accordingly Godland Enterprises Private Limited hasbecome the subsidiary company of the Company. Further Godland Enterprises Private Limitedis Special Purpose Vehicle (SPV) of the company and does not have any inherent businessactivity.
WATERPROOF CORPORATION PRIVATE LIMITED:
During the year under review your company has acquired Waterproof Corporation Pvt.Ltd. (WACO) through its SPV Godland Enterprises Private Limited. Accordingly WACO hasbecome step down subsidiary of the Ladderup Finance Limited. WACO is in the business ofmanufacturing 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 INR 2599.25 lakhs andposted a profit of INR 515.23 lakhs against INR 2644.17 Lakh and INR 486.64 in theprevious year.
13. AMOUNT TRANSFERRED TO RESERVE:
During the FY 2018-19 the Company has transferred Rs. 2029103/- equivalent to 20% ofprofit after tax of the Company to Special Reserve Account in compliance with Section 45ICof the RBI Act.
In order to preserve funds for future activities the Board of Directors of yourCompany 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 Shares of GodlandEnterprises Private Limited. Due to such acquisition Godland Enterprises Private Limitedhas become Subsidiary Company of the Company. Further during the year Godland EnterprisesPrivate Limited has acquired 100% stake of Water Proof Corporation Private Limited whichresulted Waterproof Corporation Private Limited to become Step-down Subsidiary Company ofthe Company.
16. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
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 minimisationprocedures and the Board shall be responsible for framing implementing and monitoring therisk 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 identified and the progress of mitigation mitigation plansare actions
18. CORPORATE SOCIAL RESPONSIBILITY:
Ladderup Finance Limited believes that sustained growth of business lies on triplebottom line i.e growth of people around our operation protection of environment where weoperate and profit from our business. We understand well being of the community around ourbusiness helps in growth of business and hence we value people around our operationallocations and promote inclusive growth.
We endeavour to serve the society and achieve excellence. We continue to remain focusedon improving the quality of life and engaging communities through ensuring environmentsustainability promoting healthcare promotingeducation .activities andmanymore Pursuantto Section 135 of the Companies Act 2013 and the relevant rules the Company is havingin place the Corporate Social Responsibility (CSR) Committee under the chairmanship of Mr.Sunil Goyal the other members of the Committee are Mr. Manoj Singrodia and Mr. KVSShyamsunder. The Company's policy on CSR envisages expenditure in areas falling within thepurview of Schedule VII of the Companies Act 2013. The detailed CSR policy is availableon the company's website at the we blink: www.ladderup.com.
The details as per the provisions of Rule 8 of Companies (Corporate SocialResponsibility) Rules 2014 is annexed herewith as "Annexure D" to this report.
19. PREVENTION OF INSIDER TRADING:
As per the provisions of section 195 of the Companies Act 2013 and SEBI (Prohibitiontrading) Regulations 2015 the Company has adopted a code of conduct for prevention ofinsider 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 the purchase or sale of Company shares by the Directors andthe designated 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 employees have 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:
Pursuant to the provisions of the Companies Act 2013 and provisions of SEBI (Listingand Disclosure Requirement) Regulations 2015 a separate exercise was carried out toevaluate the performance of individual Directors including the Chairman of the Board whowere evaluated on parameters such as level of engagement and contribution and independenceof judgment thereby safeguarding the interest of the Company. The performance evaluationof the Independent Directors was also carried out by the entire Board. The performanceevaluation of the Chairman and the Non Independent Directors was carried out by theIndependent Directors. The Board also carried out annual performance evaluation of theworking of its Audit Nomination and Remuneration as well as stakeholder relationshipcommittees. The Directors expressed their satisfaction with the evaluation process.
22. SHARE CAPITAL:
The Issued Subscribed and Paid-Up Equity Share Capital as on 31 st March2019 was Rs. 128526000/- (Rupees Twelve Crores Eighty Five Lakhs Twenty Six ThousandOnly). 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 24 th February1998 in terms of the provisions of Non-Banking Financial (Non-Deposit Accepting orHolding) Companies Prudential Norms (Reserve Bank) Directions 2007. Your Company iscategorized as a Non-deposit taking Non-Banking Financial Company. The Company has notaccepted any deposits from the public during the year pursuant to the provisions ofSection 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 forms part of this AnnualReport 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 Company Secretariescompliance 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 ees along with theircharters composition and meetings held during the Committ Detailsofallthe year areprovided in the Corporate Governance Report.
26. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURING THE YEAR
Mr. Sunil Goyal was reappointed as Managing Director of the Company w.e.f. 1stApril 2019. Ms. Arpita Jain was appointed as Company Secretary and Compliance Officer ofthe Company w.e.f. 28th May 2018.
Ms. Arpita Jain Company Secretary and Compliance Officer has resigned w.e.f. 25 thFebruary 2019.
27. 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 will be provided upon request. In terms of Section 136 of the CompaniesAct 2013 the Report and Accounts are being sent to the Members and others entitledthereto excluding the information on employees' particulars which is available forinspection by the Members at the Registered Office of the Company during business hours onworking days of the Company up to the date of the ensuing Annual General Meeting. If anyMember is interested in obtaining a copy thereof such Member may write to the CompanySecretary 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 wouldimpact the going concern status of the Company and its future operations.
29. 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 theManagement. The Company is following all the applicable Accounting Standards for properlymaintaining the books of accounts and reporting financial
30. 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 by adoption of highest standards of professionalismhonesty integrity and ethical behavior the company has adopted a vigil mechanism 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 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.
|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 || || |