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Mansi Finance (Chennai) Ltd.

BSE: 511758 Sector: Financials
NSE: N.A. ISIN Code: INE094E01017
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NSE 05:30 | 01 Jan Mansi Finance (Chennai) Ltd
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VOLUME 120
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P/E 5.01
Mkt Cap.(Rs cr) 9
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OPEN 24.75
CLOSE 24.80
VOLUME 120
52-Week high 45.90
52-Week low 15.85
P/E 5.01
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mansi Finance (Chennai) Ltd. (MANSIFINCHEN) - Director Report

Company director report

Dear Members

Your Directors have great pleasure in presenting the 25th AnnualReport of the business and operations of the Company together with the audited statementof accounts for the year ended 31st March 2019.

1. STATE OF COMPANY'S AFFAIRS:

(A) Financial summary or highlights:

(in Rs.)
Particulars 2018-19 2017-18
Total Income 130719545 80742839
Profit before interest depreciation and tax 87444242 51614618
Finance cost 33572867 24897060
Depreciation 1566850 1061796
Profit before Exceptional & Extra-ordinary items and tax 52304525 25655762
Exceptional & Extra-ordinary items - -
Profit after Exceptional & Extra-ordinary items & before tax 52304525 25655762
Provision for taxation (Net of deferred tax) 9958091 6500000
Profit after tax 42346434 19155762
Amount available for appropriation 42346434 19155762
Appropriations:
Transfer to Statutory Reserve maintained u/s 45IC of RBI Act 1934 8469287 3831152
Transfer to General reserve - -
Proposed dividend - -
Tax on proposed dividend - -
Balance carried to Balance Sheet 33877147 15324610

(B) Operations:

Your Company has been able to maintain its financial position during the current year.The gross amount of loans provided by the Company stood at Rs.5394.63 Lakhs as on 31stMarch 2019 as compared to Rs.3635.30 Lakhs as on 31st March 2018.

2. EXTRACT OF ANNUAL RETURN (FORM MGT-9):

The extract of Annual Return pursuant to the provisions of sub-section (3) of section92 read with sub-rule (1) of rule 12 of the Companies (Management and Administration)Rules 2014 is furnished in Annexure-1 and is attached to this report.

3. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Board met Eight times during the financial year the details of which aregiven hereunder. The maximum interval between any two meetings did not exceed 120 days asprescribed in the Companies Act 2013.

Quarter

Date of Board Meeting

1st April 2018 to 30th June 2018 07.04.2018
29.05.2018
1st July 2018 to 30th September 2018 11.08.2018
10.09.2018
25.09.2018
1st October 2018 to 31st December 2018 14.11.2018
1st January 2019 to 31st March 2019 14.02.2019
07.03.2019

4. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 134(5) of the Companies Act 2013 theBoard hereby submits its Responsibility Statement:

(a) In the preparation of the annual accounts for the year ended 31st March2019 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

(b) The Directors had 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 at the end of the financial year and ofthe profit and loss of the Company for that period;

(c) The Directors had 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 had prepared the annual accounts on a going concern basis;

(e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems were adequate and operating effectively.

5. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLOSURES MADE BY THE STATUTORY AUDITORS:

The Statutory Auditors of the Company in their report and notes forming part of thefinancial statements for the year ended 31st March 2019 have stated that:

Auditors Comment:

According to the information and explanations given to us there were no undisputedamounts payable in respect of Income tax Wealth tax GST Cess and other materialstatutory dues in arrears / were outstanding as at 31st March 2019 for aperiod of more than six months from the date they became payable. However according toinformation and explanations given to us the following dues of Income Tax have not beendeposited by the Company on account of dispute:

Particulars Amount (Rs) Period to which amount relates Forum where the dispute pending
Income Tax 42087 Financial Year 2003 - 2004 Commissioner of Income Tax (Appeals) Chennai
Income Tax 119420 Financial Year 2004 - 2005 Commissioner of Income Tax (Appeals) Chennai
Income Tax 452270 Financial Year 2011 - 2012 Commissioner of Income Tax (Appeals) Chennai
Income Tax 457920 Financial Year 2012 - 2013 Commissioner of Income Tax (Appeals) Chennai

Board's Reply:

Your Directors would like to state that the said disputed statutory dues are pendingbefore the Commissioner of Income Tax (Appeals) Chennai. Further the Directors are ofstrong opinion that the decision at the appeal stage would be in their favour andaccordingly they have not made any provision in the financial statements for the saiddues.

The other observations made by the auditors in their report and notes to the accountsreferred to in the Auditors Report are self-explanatory.

6. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLOSURES MADE BY THE SECRETARIAL AUDITORS:

The Secretarial Auditors have made the following observations in their report for theyear ended 31st March 2019:

Secretarial Auditor's Comment:

1. Except for general delays made in filing the e-Forms under the Companies Act 2013the Company has prima facie been regular in furnishing its required returns.

Board's Reply: Your Directors are making all best efforts in filing its duestatutory returns within the prescribed time. However due to various technicaldifficulties and delays there are certain cases wherein the returns are filed after thedue dates. Your Directors would like to assure you that they shall take steps to ensurethat the due returns are filed well within the prescribed time.

Secretarial Auditor's Comment:

2. The Company has not filed the Resolution for appointment of internal auditor interms of provisions of sub-section (3) of section 117 read with sub-section (3) of section179 and other applicable rules made under the Companies Act 2013.

Board's Reply: Your Directors would like to state that the Company is in theprocess of appointing an Internal Auditor of the Company. Your Directors are proposing tomake an advertisement in the news papers for fulfilling the position with a suitablecandidate.

Secretarial Auditor's Comment:

3. One of the Director of the Company namely Shri. YUVARAJ A JAIN has been allottedtwo Director Identification Number (DIN) violating the provisions of section 155 of theCompanies Act 2013.

Board's Reply: The above said qualification has been informed to the respectiveDirector and the Board is hopeful that the same shall be corrected in a short span oftime.

Secretarial Auditor's Comment:

4. The Company has not updated its website with regard to various matters which arestatutorily required to be placed on the website of the Company.

Board's Reply: Your Directors would like to state that the Company has provided allthe data to the external technical supporter for the web applications and is expecting thesame to be updated shortly.

Secretarial Auditor's Comment:

5. In accordance with regulation 6(1) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company duringthe financial year 2018-19 has failed to appoint a Company Secretary as its ComplianceOfficer.

Board's Reply: Your Directors would also like to state that the Company hasappointed Ms. JYOTI KEDIA (M. No.: A49935) as Company Secretary of the Company with effectfrom 11th May 2019 during the year.

Secretarial Auditor's Comment:

6. In accordance with regulation 47 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company duringthe financial year 2018-19 has failed to publish news paper advertisements in relation tonotice of the meetings of the board of directors where the financial results werediscussed.

Board's Reply: Your Directors would like to state that the Company has taken noteof such non-compliance and shall make efforts to comply with the same during the financialyear 2019-20.

Secretarial Auditor's Comment:

7. The Company has delayed in submitting the papers documents records statements andinformation as required in terms of the listing agreement entered into with the BombayStock Exchange Limited.

Board's Reply: Your Directors are making all best efforts in filing its duestatutory returns within the prescribed time. However due to various technicaldifficulties and delays there are certain cases wherein the returns are filed after thedue dates. Your Directors would like to assure you that they shall take steps to ensurethat the due returns are filed well within the prescribed time.

Your Directors further assure that they will take all necessary and appropriate stepsto make good the above qualifications.

7. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013:

The Company being a Non-Banking Finance Company (NBFC) has in the ordinary course ofbusiness made loans or advances or given guarantees or provided securities or madeinvestments in bodies corporate and other persons during the financial year. YourDirectors would like to draw your attention to the notes to the financial statements whichsets out the details of loans and investments made.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arm's lengthbasis. The Company presents a statement of all related party transactions before the Boardof Directors of the Company for their approval. Your Directors would like to draw yourattention to the notes to the financial statements which sets out related partydisclosures. A statement in Form AOC-2 pursuant to the provisions of clause (h) ofsub-section (3) of section 134 of the Act read with sub-rule (2) of rule 8 of theCompanies (Accounts) Rules 2014 is furnished in Annexure-2 and is attached to thisreport.

9. DETAILS OF AMOUNTS TRANSFERRED TO RESERVES:

The Company has transferred a sum of Rs.8469287/- to statutory reserve maintained undersection 45IC of the RBI Act 1934 during the financial year. The closing balance of suchStatutory reserve as on 31st March 2019 was Rs.42312693/-

10. DIVIDEND:

In view of requirement of working capital your directors do not recommend any dividendfor the financial year ended 31st March 2019.

11. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company was not required to transfer any amounts in unpaid dividend accountapplication money due for refund matured deposits matured debentures and the interestaccrued thereon which have remained unclaimed or unpaid for a period of seven years toInvestor Education and Protection Fund.

12. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT (01/04/ 2019 to 30/05/2019):

There were no material changes and commitments affecting the financial position of theCompany between the period 1st April 2019 to 30th May 2019.

13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGOUNDER SECTION 134(3)(m) OF THE COMPANIES ACT 2013 READ WITH RULE 8(3) OF THE COMPANIES(ACCOUNTS) RULES 2014:

In terms of clause (m) of sub-section (3) of section 134 of the Companies Act 2013 andthe rules framed thereunder the particulars relating to conservation of energytechnology absorption and foreign exchange earnings and outgo is given below:

1). CONSERVATION OF ENERGY:
(i) the steps taken or impact on conservation of energy; Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. However adequate measures are always taken to ensure optimum utilization and maximum possible saving of energy.
(ii) the steps taken by the company for utilising alternate sources of energy;
(iii) the capital investment on energy conservation equipments;

2). TECHNOLOGY ABSORPTION:

(i) the efforts made towards technology absorption;
(ii) the benefits derived like product improvement cost reduction product development or import substitution;
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -
(a) the details of technology imported; The Company has no activity relating to technology absorption.
(b) the year of import;
(c) whether the technology has been fully absorbed;
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof and
(iv) the expenditure incurred on Research and Development

3). FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Amount in Lakhs)
Particulars 2018-19 2017-18
Value of exports calculated on FOB basis
Value of Imports calculated on CIF basis:
Raw Materials
Components and Spare parts
Capital Goods
Expenditure in Foreign Currency:
Travel
Others

14. DETAILS OF CHANGE IN NATURE OF BUSINESS IF ANY:

There was no change in the nature of business of the Company during the financial year.

15. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of section 152 of the Companies Act 2013 read withthe Companies (Appointment and Qualification of Directors) Rules 2014 and the Company'sArticles of Association

Shri. SURESH BAFNA (DIN: 00007655) retires by rotation at the forthcoming AnnualGeneral Meeting and he being eligible offers himself for re-appointment. The Boardrecommends the re-appointment.

Shri. SURESH BAFNA (DIN: 00007655) was re-appointed as Managing Director of the Companyfor a period of three years with effect from 1st October 2018 during thefinancial year.

Ms. JYOTI KEDIA (M. No.: A49935) was appointed as Company Secretary of the Company witheffect from 11th May 2019 during the year.

16. EVALUATION OF THE BOARD'S PERFORMANCE:

In compliance with the Companies Act 2013 and Regulation 17 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the performance evaluation ofthe Board its Committees and individual Directors was carried out during the year underreview. Questionnaire approach was adopted for said evaluations.

The Nomination and Remuneration Committee (NRC) at its meeting carried out a separateexercise for evaluating every Directors performance. The evaluation of IndependentDirectors was carried out without the presence of that Director. A separate meeting of theIndependent Directors was convened which reviewed the performance of the Board (as awhole) the Non-Independent Directors and the Chairman.

Some of the key criteria's for performance evaluation were as follows:

Performance evaluation of Board and Committees:

1. Degree of fulfillment of key responsibilities;

2. Board structure and composition;

3. Effectiveness of Board processes information and functioning;

4. Board Culture and Dynamics;

5. Quality of relationship between the Board and the Management;

6. Establishment and delineation of responsibilities to committees.

Performance evaluation of Directors:

1. provide meaningful and constructive contribution and inputs in meetings;

2. display a good degree of understanding of the Company industry sector geography;

3. display independence of judgment.

17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Independent Directors of the Company are persons of integrity possessing richexperience and expertise in the field of corporate management finance capital marketeconomic and business information. The Company has issued appointment letter to theIndependent Directors setting out in detail the terms of appointment duties roles &responsibilities and expectations from the appointed Director. The Board of Directors hascomplete access to the information within the Company. Presentations are regularly made tothe Board of Directors / Audit Committee / Nomination & Remuneration Committee /Stakeholders Relationship Committee on various related matters where Directors haveinteractive sessions with the Management.

18. SUBSIDIARY:

The Company does not have any subsidiary companies or associate companies or jointventures.

19. INTERNAL FINANCIAL CONTROLS:

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures. The Company has in place adequate internal financialcontrols with reference to financial statements. During the year under review suchcontrols were tested and no reportable material weaknesses in the design or operation wereobserved.

20. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the financial year andas such no amount of principal or interest was outstanding as on the Balance Sheet date.

21. MATERIAL ORDERS PASSED BY REGULATORY AUTHORITIES:

There are no significant and material orders passed by the regulators or courts ortribunals during the year impacting the going concern status and Company's operations infuture.

22. RISK MANAGEMENT POLICY:

Risks are events situations or circumstances which may lead to negative consequenceson the Company's businesses. Risk Management is a structured approach to manageuncertainty. Risk Management is the process of identification assessment andprioritization of risks followed by coordinated efforts to minimize monitor and mitigatethe probability and/or impact of unfortunate events or to maximize the realization ofopportunities. Although the Company does not have a formal risk management policy but aformal enterprise-wide approach to Risk Management is being adopted by the Company and keyrisks will now be managed within a unitary framework. The Company has laid down aComprehensive Risk assessment and minimization procedure which is reviewed by the Boardfrom time to time. These procedures are reviewed to ensure that executive managementcontrols risks through means of a properly defined framework. Key business risks and theirmitigation are also considered in the annual / strategic business plans and in periodicmanagement reviews.

23. DETAILS OF REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements of the Company during the financialyear.

24. SHARES AND SHARE CAPITAL:

a. CAPITAL STRUCTURE:

The Authorised Share Capital of your Company is Rs.55000000/-comprising of 5500000Equity Shares of Rs.10/- each and the Paid-up Share Capital is Rs.35349000/- comprising of3534900 Equity Shares of Rs.10/- each.

b. BUY-BACK OF SHARES:

The Company has not bought back any of its securities during the financial year.

c. SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the financial year.

d. BONUS SHARES:

No Bonus Shares were issued during the financial year.

e. EMPLOYEES STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to the employees during thefinancial year.

25. STATUTORY AUDITORS:

Pursuant to the provisions of section 139 of the Act and the rules framed thereafter M/s.PEMMASANI & CO (FRN: 002630S) Chartered Accountants Chennai were appointed asstatutory auditors of the Company from the conclusion of 23rd Annual GeneralMeeting (AGM) of the Company held on 30th September 2017 till the conclusionof the 27th AGM to be held in the year 2022 subject to ratification of theirappointment at every AGM. The Company has also received confirmation from the firm thattheir appointment will be within the limits prescribed under section 141(3)(g) of theCompanies Act 2013.

26. SECRETARIAL AUDITORS:

In accordance with the provisions of section 204 of the Companies Act 2013 the Boardhas appointed M/s. MUNDHARA & CO Company Secretaries in Whole-time PracticeChennai as the Secretarial Auditor for the financial year 2018-19. The report of theSecretarial Auditor is annexed to this report.

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in the Company's premises through various interventions andpractices. The Company always endeavours to create and provide an environment that is freefrom discrimination and harassment including sexual harassment.

The Company has adequate measures including checks and corrections in line with therequirements of The Sexual Harassment of Women at the

Workplace (Prevention Prohibition & Redressal) Act 2013. Internal ComplaintsCommittee (ICC) has been set up to redress complaints received regarding sexualharassment.

The following is a summary of sexual harassment complaints received and disposed offduring the financial year:

- No. of Complaints received NIL
- No. of Complaints disposed off NIL
- No. of cases pending for more than 90 days NIL
- No. of workshops / awareness programmes carried out ONE
- Nature of action taken by the employer / DO Not Applicable

28. RESERVE BANK OF INDIA REGULATIONS:

Your Company is generally complying with the directions of the Reserve Bank of Indiaregarding prudential norms of accounting capital adequacy ratio provisions for bad anddoubtful debts and other requirements as per the directions issued from time to time.

29. CORPORATE GOVERNANCE:

Report of Corporate Governance for the financial year and Management Discussion andAnalysis are forming part of this Annual report.

30. COMPOSITION OF AUDIT COMMITTEE:

The Board has constituted the Audit Committee which comprises of Shri. MAHESH TATED asChairman and Shri. YUVARAJ A JAIN and Smt. SAJJAN KANWAR BAFNA as the members. Moredetails on the committee are given in the Corporate Governance Report.

31. CERTIFICATE FROM MANAGING DIRECTOR:

A certificate has been obtained from Shri. SURESH BAFNA (DIN: 00007655) ManagingDirector as required under regulation 34(3) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 on Corporate Governance which is enclosed andis forming part of this Report.

32. LISTING AT STOCK EXCHANGE:

The Equity Shares of the Company continue to be listed on Bombay Stock ExchangeLimited. The annual listing fee for the year 2019-2020 has been paid to the Exchange.

33. CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE UNDER THELISTING AGREEMENT AND THE SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS)REGULATIONS 2015:

A certificate from the Statutory Auditors of the Company regarding compliance with theCode of Corporate Governance is forming part of this annual report.

34. MANAGEMENT'S DISCUSSION AND ANALYSIS:

In terms of the provisions of regulation 34(3) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the required Management's Discussion andAnalysis is set out in this Annual Report.

35. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director undersection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in section 149(6) of the Companies Act 2013 and regulation 17 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

36. EMPLOYEE REMUNERATION:

The ratio of the remuneration of each Director to the median employee's remunerationand other details in terms of sub-section 12 of section 197 of the Companies Act 2013read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this report and are annexed as Annexure-3to this report.

37. CORPORATE SOCIAL RESPONSIBILITY:

During the financial year ended March 31 2019 the Company was able to generate a netprofit before tax of Rs.5.23 Crores. Thereby requiring the Company to comply with theprovisions of section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014.

Accordingly the Company has constituted a CSR Committee in accordance with section 135of the Companies Act 2013. The CSR Committee has formulated and recommended to the Boarda CSR Policy indicating the activities to be undertaken by the Company which has beenapproved by the Board.

The members of the committee inter alia include the following Directors:

Shri. MAHESH TATED (DIN: 00488121) Chairman Independent Director;

Shri. YUVARAJ A JAIN (DIN: 00007745) Member Independent Director; and

Smt. SAJJAN KANWAR BAFNA (DIN: 00007725) Member Non-Independent Non-ExecutiveDirector.

38. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the dedicated and untiringhard work put by the employees at all levels. Your Directors would like to thank thebanks consultants auditors and above all the shareholders and valued customers for theircontinued support and patronage.

For and on behalf of the Board
(SURESH BAFNA) (MAHESH TATED)
Chairman & Managing Director Director
DIN: 00007655 DIN: 00488121
New No. 45 Old No. 22 New No. 45 Old No. 22
Mulla Sahib Street Mulla Sahib Street
Place: CHENNAI Sowcarpet Sowcarpet
Date : 30.05.2019 Chennai–600 079. Chennai–600 079.

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