Mansi Finance (Chennai) Ltd.
|BSE: 511758||Sector: Financials|
|NSE: N.A.||ISIN Code: INE094E01017|
|BSE 00:00 | 05 Dec||21.35||
|NSE 05:30 | 01 Jan||Mansi Finance (Chennai) Ltd|
Mansi Finance (Chennai) Ltd. (MANSIFINCHEN) - Director Report
Company director report
Your Directors have great pleasure in presenting the 24th AnnualReport of the business and operations of the Company together with the audited statementof accounts for the year ended 31st March 2018.
1. STATE OF COMPANY'S AFFAIRS: (A) Financial summary or highlights:
Your Company has been able to maintain its financial position duringthe current year. The gross amount of loans provided by the Company stood at Rs.3635.30Lakhs as on 31st March 2018 as compared to Rs.4633.48 Lakhs as on 31st March 2017.
2. EXTRACT OF ANNUAL RETURN (FORM MGT-9):
The extract of Annual Return pursuant to the provisions of sub-section(3) of section 92 read with sub-rule (1) of rule 12 of the Companies (Management andAdministration) Rules 2014 is furnished in Annexure-1 and is attached to thisreport.
3. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDERREVIEW:
The Board met nine times during the financial year the detailsof which are given hereunder. The maximum interval between any two meetings did not exceed120 days as prescribed in the Companies Act 2013.
4. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of section 134(5) of the CompaniesAct 2013 the Board hereby submits its Responsibility Statement:
(a) In the preparation of the annual accounts for the year ended 31stMarch 2018 the applicable accounting standards had been followed along with properexplanation relating to material departures;
(b) (b)The Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;
(c) The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(d) The Directors had prepared the annual accounts on a going concernbasis;
(e) The Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and
(f) The Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and such systems were adequate and operatingeffectively.
5. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS ORADVERSE REMARKS OR DISCLOSURES MADE BY THE STATUTORY AUDITORS:
The Statutory Auditors of the Company in their report and notes formingpart of the financial statements for the year ended 31st March 2018 have stated that:
According to the information and explanations given to us there wereno undisputed amounts payable in respect of Income tax Wealth tax Custom Duty SalesTax VAT Cess and other material statutory dues in arrears / were outstanding as at 31stMarch 2018 for a period of more than six months from the date they became payable.However according to information and explanations given to us the following dues ofIncome Tax have not been deposited by the Company on account of Dispute:
Your Directors would like to state that the said disputed statutorydues are pending before the Commissioner of Income Tax (Appeals) Chennai. Further theDirectors are of strong opinion that the decision at the appeal stage would be in theirfavour and accordingly they have not made any provision in the financial statements forthe said dues.
The other observations made by the auditors in their report and notesto the accounts referred to in the Auditors Report are self-explanatory.
6. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS ORADVERSE REMARKS OR DISCLOSURES MADE BY THE SECRETARIAL AUDITORS:
The Secretarial Auditors have made the following observations in theirreport for the year ended 31st March 2018:
Secretarial Auditor's Comment:
1. Except for general delays up to 85 days the Company has primafacie been regular in filing its returns with the Registrar of Companies. Board'sReply: Your Directors are making all best efforts in filing its due statutory returnswithin the prescribed time. However due to various technical difficulties and delaysthere are certain cases wherein the returns are filed after the due dates. Your Directorswould like to assure you that they shall take steps to ensure that the due returns arefiled well within the prescribed time.
Secretarial Auditor's Comment:
2. The Company has not filed the Resolution for appointment of internalauditor in terms of provisions of sub-section (3) of section 117 read with sub-section (3)of section 179 and other applicable rules made under the Companies Act 2013.
Board's Reply: Your Directors would also like to state that theCompany is in the process of appointing an Internal Auditor of the Company. Your Directorsare proposing to make an advertisement in the news papers for fulfilling the position witha suitable candidate.
Secretarial Auditor's Comment:
3. One of the Director of the Company namely Shri. YUVARAJ A JAIN hasbeen allotted two Director Identification Number (DIN) violating the provisions of section155 of the Companies Act 2013. Board's Reply: The above said qualification hasbeen informed to the respective Director and the Board is hopeful that the same shall becorrected in a short span of time.
Secretarial Auditor's Comment:
4. The Company has not updated its website with regard to variousmatters which are statutorily required to be placed on the website of the Company.
Board's Reply: Your Directors would also like to state that theCompany has provided all the data to the external technical supporter for the webapplications and is expecting the same to be updated shortly.
Secretarial Auditor's Comment:
5. In accordance with regulation 6(1) of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 theCompany is yet to appoint a Company Secretary as its Compliance Officer.
Board's Reply: Your Directors would also like to state that theCompany is in the process of appointing a Compliance officer of the Company. YourDirectors have already informed the Institute of Company Secretaries of India (ICSI) aboutsuch requirement and is also proposing to make an advertisement in the news papers forfulfilling the position with a suitable candidate.
Secretarial Auditor's Comment:
6. The Company has delayed in submitting the papers documentsrecords statements and information as required in terms of the listing agreement enteredinto with the Bombay Stock Exchange Limited.
Board's Reply: Your Directors are making all best efforts in filingits due statutory 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:
7. With regard to transfer of shares by Non-Resident Indians we wereunable to verify whether the approval of Reserve Bank of India was obtained for suchtransfers as the documents relating to transfer of shares were not in the possession ofthe Company and the same were kept with the Registrar & Share Transfer Agents.
Board's Reply: Your Directors would like to state that they areconfident that the Registrar and Share Transfer Agents of the Company would have compliedwith all the acts applicable in transferring the shares to non-residents.
Secretarial Auditor's Comment:
8. The Company having employees exceeding 20 in number has notdeducted provident fund and ESI and no such amounts were deposited with the prescribedauthorities in this regard.
Board's Reply: Your Directors are planning to obtain an advancedlegal opinion on the said comment by the secretarial auditor and the reply to the saidcomment will be provided at the venue of the Annual General Meeting.
Your Directors further assure that they will take all necessary andappropriate steps to make good the above qualifications.
7. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDERSECTION 186 OF THE COMPANIES ACT 2013:
The Company being a Non-Banking Finance Company (NBFC) has in theordinary course of business made loans or advances or given guarantees or providedsecurities or made investments in bodies corporate and other persons during the financialyear. Your Directors would like to draw your attention to the notes to the financialstatements which sets out the details of loans and investments made.
8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATEDPARTIES:
All contracts / arrangements / transactions entered by the Companyduring the financial year with related parties were in the ordinary course of business andon arm's length basis. The Company presents a statement of all related party transactionsbefore the Board of Directors of the Company for their approval. Your Directors would liketo draw your attention to the notes to the financial statements which sets out relatedparty disclosures. 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.3831152/- to statutory reservesu/s 45IC of the RBI Act 1934 during the financial year. The closing balance of suchreserve fund as on 31st March 2018 was Rs.33843406/-
11. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION
AND PROTECTION FUND:
The Company was not required to transfer any amounts in unpaid dividendaccount application money due for refund matured deposits matured debentures and theinterest accrued thereon which have remained unclaimed or unpaid for a period of sevenyears to Investor Education and Protection Fund.
12. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THEFINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT(01/04/ 2018 to 29/05/2018):
There were no material changes and commitments affecting the financialposition of the Company between the period 1st April 2018 to 29th May 2018.
13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO UNDER SECTION
134(3)(m) OF THE COMPANIES ACT 2013 READ WITH RULE 8(3) OF THECOMPANIES (ACCOUNTS) RULES 2014:
In terms of clause (m) of sub-section (3) of section 134 of theCompanies Act 2013 and the rules framed thereunder the particulars relating toconservation of energy technology absorption and foreign exchange earnings and outgo isgiven below:
1). CONSERVATION OF ENERGY:
2). TECHNOLOGY ABSORPTION:
3). FOREIGN EXCHANGE EARNINGS AND OUTGO:
(Amount in Lakhs)
14. DETAILS OF CHANGE IN NATURE OF BUSINESS IF ANY:
There was no change in the nature of business of the Company during thefinancial year.
15. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of section 152 of the Companies Act2013 read with the Companies (Appointment and Qualification of Directors) Rules 2014 andthe Company's Articles of Association
Smt. SAJJAN KANWAR BAFNA (DIN: 00007725) retires by rotation atthe forthcoming Annual General Meeting and she being eligible offers herself forre-appointment. The Board recommends the re-appointment.
16. EVALUATION OF THE BOARD'S PERFORMANCE:
In compliance with the Companies Act 2013 and Regulation 17 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the performanceevaluation of the Board its Committees and individual
Directors was carried out during the year under review. Questionnaireapproach was adopted for said evaluations.
The Nomination and Remuneration Committee (NRC) at its meeting carriedout a separate exercise for evaluating every Directors performance. The evaluation ofIndependent Directors was carried out without the presence of that Director. A separatemeeting of the Independent Directors was convened which reviewed the performance of theBoard (as a whole) 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 inmeetings;
2. display a good degree of understanding of the Company industrysector geography;
3. display independence of judgment.
17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Independent Directors of the Company are persons of integritypossessing rich experience and expertise in the field of corporate management financecapital market economic and business information.
The Company has issued appointment letter to the Independent Directorssetting out in detail the terms of appointment duties roles & responsibilities andexpectations from the appointed Director. The Board of Directors has complete access tothe information within the Company. Presentations are regularly made to the Board ofDirectors / Audit Committee / Nomination & Remuneration Committee / StakeholdersRelationship Committee on various related matters where Directors have interactivesessions with the Management.
The Company does not have any subsidiary companies or associatecompanies or joint ventures.
19. INTERNAL FINANCIAL CONTROLS:
The Board has adopted the policies and procedures for ensuring theorderly and efficient conduct of business including adherence to the Company's policiesthe safeguarding 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.
The Company has neither accepted nor renewed any deposits during thefinancial year and as such no amount of principal or interest was outstanding as on theBalance Sheet date.
21. MATERIAL ORDERS PASSED BY REGULATORY AUTHORITIES:
There are no significant and material orders passed by the regulatorsor courts or tribunals during the year impacting the going concern status and Company'soperations in future.
22. RISK MANAGEMENT POLICY:
Risks are events situations or circumstances which may lead tonegative consequences on the Company's businesses. Risk Management is a structuredapproach to manage uncertainty. Risk Management is the process of identificationassessment and prioritization of risks followed by coordinated efforts to minimizemonitor and mitigate the probability and/or impact of unfortunate events or to maximizethe realization of opportunities. Although the Company does not have a formal riskmanagement policy but a formal enterprise-wide approach to Risk Management is beingadopted by the Company and key risks will now be managed within a unitary framework. TheCompany has laid down a Comprehensive Risk assessment and minimization procedure which isreviewed by the Board from time to time. These procedures are reviewed to ensure thatexecutive management controls risks through means of a properly defined framework. Keybusiness risks and their mitigation are also considered in the annual / strategic businessplans and in periodic management reviews.
23. DETAILS OF REVISION OF FINANCIAL STATEMENTS:
There was no revision of the financial statements of the Company duringthe financial year.
24. SHARES AND SHARE CAPITAL:
a. CAPITAL STRUCTURE:
The Authorised Share Capital of your Company is Rs.55000000/-comprisingof 5500000 Equity Shares of Rs.10/- each and the Paid-up Share Capital is Rs.35349000/-comprising of 3534900 Equity Shares of Rs.10/- each.
b. BUY-BACK OF SHARES:
The Company has not bought back any of its securities during thefinancial year.
c. SWEAT EQUITY:
The Company has not issued any Sweat Equity Shares during the financialyear.
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 employeesduring the financial year.
25. STATUTORY AUDITORS:
Pursuant to the provisions of section 139 of the Act and the rulesframed thereafter M/s. PEMMASANI & CO (FRN: 002630S) Chartered AccountantsChennai were appointed as statutory auditors of the Company from the conclusion of 23rdAnnual General Meeting (AGM) of the Company held on 30th September 2017 till theconclusion of the 27th AGM to be held in the year 2022 subject to ratication 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 Act2013 the Board has appointed M/s. MUNDHARA & CO Company Secretaries inWhole-time Practice Chennai as the Secretarial Auditor for the financial year 2017-18.The report of the Secretarial Auditor is annexed to this report.
27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
Your Company has always believed in providing a safe and harassmentfree workplace for every individual working in the Company's premises through variousinterventions and practices. The Company always endeavours to create and provide anenvironment that is free from discrimination and harassment including sexual harassment.
The Company has adequate measures including checks and corrections inline with the requirements of The Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013. Internal Complaints Committee (ICC) has been setup to redress complaints received regarding sexual harassment.
The following is a summary of sexual harassment complaints received anddisposed off during the financial year:
28. RESERVE BANK OF INDIA REGULATIONS:
Your Company is generally complying with the directions of the ReserveBank of India regarding prudential norms of accounting capital adequacy ratio provisionsfor bad and doubtful debts and other requirements as per the directions issued from timeto time.
29. CORPORATE GOVERNANCE:
Report of Corporate Governance for the financial year and ManagementDiscussion and Analysis 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 as Chairman and Shri. YUVARAJ A JAIN and Smt. SAJJAN KANWAR BAFNA as themembers. More details on the committee are given in the Corporate Governance Report.
31. LISTING AT STOCK EXCHANGE:
The Equity Shares of the Company continue to be listed on Bombay StockExchange Limited. The annual listing fee for the year 2018-2019 has been paid to theExchange.
32. CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF
CORPORATE GOVERNANCE UNDER THE LISTING AGREEMENT AND THE SEBI (LISTINGOBLIGATIONS & DISCLOSURE REQUIREMENTS) REGULATIONS 2015:
A certificate from the Statutory Auditors of the Company regardingcompliance with the Code of Corporate Governance is forming part of this annual report.
33. MANAGEMENT'S DISCUSSION AND ANALYSIS:
In terms of the provisions of regulation 34(3) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the required Management'sDiscussion and Analysis is set out in this Annual Report.
34. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each IndependentDirector under section 149(7) of the Companies Act 2013 that he/she meets the criteria ofindependence laid down in section 149(6) of the Companies Act 2013 and regulation 17 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
35. EMPLOYEE REMUNERATION:
The ratio of the remuneration of each Director to the median employee'sremuneration and other details in terms of sub-section 12 of section 197 of the CompaniesAct 2013 read 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.
36. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 are not applicable to theCompany.
Your Directors wish to place on record their appreciation of thededicated and untiring hard work put by the employees at all levels. Your Directors wouldlike to thank the banks consultants auditors and above all the shareholders and valuedcustomers for their continued support and patronage.
For and on behalf of the Board
Place: CHENNAI Date : 29.05.2018