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Minda Finance Ltd.

BSE: 539303 Sector: Financials
NSE: N.A. ISIN Code: INE197E01018
BSE 11:56 | 19 Feb Minda Finance Ltd
NSE 05:30 | 01 Jan Minda Finance Ltd
OPEN 16.35
PREVIOUS CLOSE 16.35
VOLUME 300
52-Week high 16.35
52-Week low 0.00
P/E 28.19
Mkt Cap.(Rs cr) 3
Buy Price 16.35
Buy Qty 13746.00
Sell Price 0.00
Sell Qty 0.00
OPEN 16.35
CLOSE 16.35
VOLUME 300
52-Week high 16.35
52-Week low 0.00
P/E 28.19
Mkt Cap.(Rs cr) 3
Buy Price 16.35
Buy Qty 13746.00
Sell Price 0.00
Sell Qty 0.00

Minda Finance Ltd. (MINDAFINANCE) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 33rd Annual Report on thebusiness and operations of your Company along with the audited Financial statements forthe financial year ended on March 31 2018.

FINANCIAL HIGHLIGHTS

The Financial performance of your Company for the year ended March 31 2018 issummarized below:

(Rs. in Lakhs except per equity share data'

Standalone

Consolidated

Particulars 2017-18 2016-17 2017-18 2016-17
Revenue from Operations and Other Income 151.96 40.71 451.10 275.53
Profit before Tax 29.20 14.03 209.29 198.62
Less: Tax Expense (0.40) 3.43 47.75 67.74
Profit for the year 29.60 10.60 161.54 130.87
Surplus opening balance (6.39) (14.87) 413.23 176.23
Amount Available for appropriation 17.28 (6.39) 567.28 413.23
Earnings per share (EPS) before extra-ordinary items
Basic (in Rs.) 1.48 0.53 11.83 4.38
Diluted (in Rs.) 1.48 0.53 11.83 4.38
EPS after extra ordinary items
Basic (in Rs.) 1.48 0.53 11.83 4.38
Diluted (in Rs.) 1.48 0.53 11.83 4.38

REVIEW OF OPERATIONS STANDALONE

During the financial year 2017-18 the total revenue from operation and other income onstandalone basis was Rs. 151.96 Lakh as compared to total revenue of Rs. 40.71 Lakh duringthe previous financial year. The net profit for the year under review was Rs. 29.60 Lakhas compared to net profit of Rs. 10.60 Lakh in the previous financial year.

CONSOLIDATED

During the financial year 2017-18 the total revenue from operations and other income onconsolidated basis was Rs. 451.10 Lakh as compared to Rs. 275.53 Lakh for the previousyear and the Company has earned net profits of Rs. 161.54 Lakh during the year as comparedto net Profit of Rs. 130.87 Lakh in the previous year.

DIVIDEND

Your directors do not recommend any dividend for the financial year ended March 312018. TRANSFER TO RESERVES

No amount has been transferred to the General Reserve for the financial year endedMarch 31 2018.

DEPOSITS

During the financial year 2017-18 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014 and as such no amount of principal or interest wasoutstanding as the end of the year under review.

SHARE CAPITAL

As on 31st March 2018 the paid up Equity Share Capital of the Company wasRs. 200 Lakh and the paid up Preference Share Capital of the Company was Rs. 2370 Lakh.During the year under review the Company has not issued any shares with differentialvoting rights neither granted stock options nor sweat equity.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statement of the Company has been prepared in accordancewith the applicable Accounting Standards issued by the Institute of Chartered Accountantsof India and form the part of this Annual Report.

DIRECTORS

Your Company has Five (5) Directors consisting of Two (2) Independent Directors Two(2) Non-Executive Directors and One Whole Time Director as on March 31 2018.

a) INDEPENDENT DIRECTORS

In terms of definition of'Independence' of Directors as prescribed under Section 149(7)of the Companies Act 2013 and based on the confirmation/ disclosures received from theDirectors the following Non-Executive Directors are Independent Directors:

1. Mrs. Seema Gupta (DIN: 06944070)

2. Mr. Mohan Chander Joshi (DIN: 00011883)

b) WOMAN DIRECTOR

Mrs. Seema Gupta is an Independent Woman Director of the Company.

c) APPOINTMENTS/ RESIGNATIONS FROM THE BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review none of the Director's has resigned from the post ofDirectorship and no appointment has been made.

As on 31st March 2018 Mr. Pramod Kumar Garg Whole Time Director; Mr.Shashi Shankar Malviya Chief Financial Officer and Mr. Dhiraj Aroraa Company Secretaryof the Company are the Key Managerial Personnel as per the provisions of the CompaniesAct 2013.

d) DIRECTORS RETIRING BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act 2013 read withthe Companies (Appointment and Qualification of Directors) Rules 2014 Mr. Pramod KumarGarg Whole Time Director of the Company is liable to retire by rotation at the ensuingAGM and being eligible has offered himself for reappointment

e) DECLARATION BY INDERPENDENT DIRECTORS

In accordance with Section 149 [6] of Companies Act 2013 the Independent directorshave submitted the declaration of Independence as required pursuant to section 149 (7) ofthe Companies Act 2013 stating that they meet the criteria of independence as providedin sub section (6) of Section 149 of Companies Act 2013.

MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors.

During the financial year 2017-18 Seven Board Meetings and Four Audit Committeemeetings were held after complying with the provisions of the Companies Act 2013. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013.

COMMITTEES OF THE BOARD

The Company has constituted committees which have been established as a part of thebest corporate governance practices and are in compliance with the requirements of therelevant provisions of applicable laws and statutes.

The Company has following Committees of the Board:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

During the year there was no change in the composition of the Audit Committee of theBoard Currently the Audit Committee is composed of three directors as follows:

(i) Ms. Seema Gupta Independent Director (Chairperson)

(ii) Mr. Anand Kumar Minda Director (Member)

(iii) Mr. Mohan Chander Joshi Independent Director (Member)

Further in compliance Section 177(8) of the Companies Act 2013 it is informed thatduring the year under review the Board has accepted all the recommendations of the AuditCommittee.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andStakeholders Relationship Committees.

NOMINATION & REMUNERATION POLICY

The Remuneration policy of your Company is a comprehensive policy which is competitivein consonance with the industry practices and rewards good performance of the employees ofthe Company. The policy ensures equality fairness and consistency in rewarding theemployees on the basis of performance against set objectives.

The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. As on March 31 2018 the Board consists of five members out of which one isWhole-time director two are non-executive and other two are independent directors. Therehas been no change in the policy since the last fiscal year.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and Designated Employees of theCompany. The code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of company shares by the Directors and the Designated Employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the trading window is closed.

The Board of Directors and all Designated Employees have confirmed with the complianceof the Code of Conduct of the Company.

FAMILIARISATION PROGRAMME FOR BOARD MEMBERS

Your Company has in place a structured induction and familiarisation programme for allits Directors including the Independent Directors. Your Company through such programmesfamiliarises not only the Independent Directors but any new appointee on the Board with abrief background of your Company their roles rights responsibilities nature of theindustry in which it operates business model operations ongoing events. They are updatedon all business related issues and new initiatives. They are also informed of theimportant policies of your Company including the 'Code of Conduct for Directors and SeniorManagement Personnel' and and the 'Code of Conduct for Prevention of Insider Trading.'

CORPORATE GOVERNANCE REPORT

As per Regulation 15 (2) of the SEB1 (Listing Obligations & DisclosureRequirements) Regulations 2015 compliance with the provisions of Corporate GovernanceReport shall not be mandatory for certain class of companies which inter-alia includesCompanies having paid up equity share capital not exceeding Rs.10 crore and net worth notexceeding Rs.25 crore as on the last day of the previous financial year. Since the paidup equity share capital of the Company as on 31st March 2018 does not exceedabove prescribed limit the provisions of Regulation 15 (2) of the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 are not applicable on theCompany.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks in the internal and external environment along with the cost of treating risks andincorporates risk treatment plans in its strategy business and operational plans.

Your Company through its risk management process strives to contain impact andlikelihood of the risks within the risk appetite as agreed from time to time with theBoard of Directors.

The Board of Directors of the company has framed the risk management policy and therisk appetite for your Company. There are no risks which in the opinion of the Boardthreaten the existence of your Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Internal Audit department also assesses opportunitiesfor improvement in business processes systems and controls provides recommendationsdesigned to add value to the organization and follows up on the implementation ofcorrective actions and improvements in business processes after review by the AuditCommittee.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly in compliance with the provisions of Section 177 (10) of theCompanies Act 2013 the Board of Directors have formulated a Whistle Blower Policy todeal with instance of unethical practices fraud and mismanagement or gross misconduct bythe employees of the Company if any that can lead to financial loss or reputational riskto the organization. Employees aware of any alleged wrongful conduct are encouraged tomake a disclosure to the Audit Committee.

No personnel of the Company were denied access to the Audit Committee.

AUDITORS AND AUDITORS' REPORT:

a) STATUTORY AUDITORS

M/s. A H P N & Associates Chartered Accountants [Firm Registration No. 09452N)are the Statutory Auditors of the Company. As required under Section 139 of the CompaniesAct 2013 the Company has obtained a written consent from the Auditors to their continuedappointment and also a certificate from them to the effect that their existing appointmentis in accordance with the conditions prescribed under the Companies Act 2013 and therules made thereunder.

The Auditors' Report does not contain any qualification reservation or adverse remark.The Auditors' Report is enclosed with the financial statements in the Annual Report.

During the year the Auditors have not reported any matter under Section 143(12} of theAct therefore no detail is required to be disclosed under Section 134 (3}(ca) of the Act.

b) SECRETARIAL AUDITORS

In terms of the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel] Rules 2014 and upon therecommendations of the Audit Committee the Board of Director has appointed Mr. ShailendraKumar Roy Practicing Company Secretary as the Secretarial Auditor of the Company toconduct the Secretarial Audit of your Company for the financial year ending on March2019.

Further a Secretarial Audit Report for the financial year 2017-18 given by Mr.Shailendra Kumar Roy the Secretarial Auditor of the Company in prescribed form has beenannexed herewith as "Annexure A" to this Report. The Secretarial AuditReport does not contain any qualification reservation or adverse remark.

c) Explanations or comments by the Board on every qualification/reservation/ adverseremark or disclaimer made by the Statutory Auditor in his Audit Report and by theSecretarial Auditor in his Secretarial Audit Report

The Statutory Auditors have not given any qualification reservation or made anyadverse remarks or disclaimer in their Audit Report Further the Secretarial Auditor hasnot made any adverse comments or given any qualification reservation or adverse remarksor disclaimer in their Audit Report.

EXTRACT OF ANNUAL RETURN

In terms of Section 92(3) read with Section 134 (3)(a) of the of the Companies Act2013 the extract of the Annual Return in Form MGT- 9 is annexed herewith as "AnnexureB" to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulatedunder SEB1 (Listing Obligations & Disclosure Requirements) Regulations 2015 with theStock Exchanges in India is presented in a separate section and annexed at "AnnexureC" to this report and forms part of the Annual Report.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There were nomaterially significant related party transactions made by the Company with related partieswhich may have a potential conflict with the interest of the Company.

All Related Party Transactions are placed before the Audit Committee for approval asper the Related Party Transactions Policy of the Company as approved by the Board.

Since all related party transactions that were entered into during the financial yearwere on an arm's length basis and were in the ordinary course of business and there was nomaterial related party transaction entered by the Company during the year as per RelatedParty Transactions Policy no details are required to be provided in Form AOC-2 prescribedunder clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of theCompanies (Accounts) Rules 2014.

The details of the transactions with related parties are provided in the notes toaccompanying standalone financial statements.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Pursuant to Section 186(11) of the Companies Act 2013 read with Rule 11(2) ofCompanies (Meetings of Board and its Powers) Rules 2014 the loans made guarantees givenor securities provided or acquisition of securities by a Non Banking Financial Company inthe ordinary course of its business are exempted from disclosure in the Annual Report.

Since your Company is a Non Banking Financial Company registered with the Reserve Bankof India it is exempted under the said section from giving disclosure regarding the Loansor guarantees given or securities provided.

As regards investments made by the Company the details of same are provided infinancial statement and notes forming part of the Annual Accounts of the Company for theyear ended March 31 2018.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The financial statement and other documents of the Subsidiary and Associates companiesare not being attached with the financial Statement of the Company. Salient features offinancial statements of Subsidiary Associates and Joint Ventures in the prescribedformat forms part of the Financial Statement of the Company. However the financialstatements of the Subsidiary company are available on the website of the company. TheCompany will provide a copy of separate annual accounts in respect of its subsidiary toany shareholder of the Company who

asks for it and the said annual accounts will also be kept open for inspection at theRegistered Office of the Company and that of the respective subsidiary companies.

Further there was no company which had become or ceased to be the subsidiary jointventure or associate company of the Company during the financial year under review.

CORPORATE SOCIAL RESPONSIBILITY

During the year under review your Company does not meet the criteria laid undersection 135(1) of the Companies Act 2013 read with Companies (Corporate SocialResponsibility Policy) Rules 2014 pertaining to the constitution of the Corporate SocialResponsibility Committee and other provisions covered there under regarding expenditure tobe made on certain specified activities as a part of the Corporate Social Responsibility.Therefore the Company has not framed the Corporate Social Responsibility Committee/ Policyand has not incurred any expenditure thereon.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Even though operations of the Company are not energy intensive the management has beenhighly conscious of the importance of conservation of energy and technology absorption atall operational levels and efforts are made in this direction on a continuous basis.

In view of the nature of activities which are being carried on by the Company theparticulars as prescribed under Section 134(3)(m) of the Act read with rule 8 of theCompanies (Accounts) Rules 2014 regarding Conservation of Energy and TechnologyAbsorption are not applicable to the Company and hence have not been provided.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has neither incurred any expenditure in foreign exchange nor earned anyincome in foreign exchange during the year under review.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES

As required by provisions of Rule 5(2) of the Companies (Appointment and Remunerationof Managerial personnel) Rules 2014 there were no employee who was in receipt of aremuneration of Rs. 10200000/- per year if employed for the whole year or Rs.850000/- per month if employed for the part of the year.

The ratio of remuneration of each of the director to median employee's remuneration andother details in terms of sub-section 12 of Section 197 of the Companies Act 2013 readwith rule 5(1) of Companies (Appointment and remuneration of managerial personnel) Rules2014 is annexed herewith as "Annexure D" to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act 2013 the Directors confirm that:

a) in the preparation of the annual accounts for the financial year ended March 312018 the applicable accounting standards and Schedule III of the Companies Act 2013have been followed and there are no material departures from the same;

b) the Directors have 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 your Company as at March 31 2018 and of the profit ofthe Company for the financial year ended March 31 2018;

c] proper 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 irregularities;

d] the annual accounts have been prepared on a 'going concern' basis;

e] proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f] the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

Further in terms of Para 9 of Secretarial Standard - 1 issued by the Institute ofCompany Secretaries of India and approved by Ministry of Corporate Affairs the Directorshad devised proper systems to ensure compliance with the provisions of all applicableSecretarial Standards and that such systems are adequate and operating effectively.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant or material orders passed by the Regulators / Courts whichwould impact the going concern status of the Company and its operations in future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

No material changes and commitments affecting the financial position of the Companyhave occurred between March 31 2018 and the date of the report. Further no Change in thenature of the business of the Company occurred during the year.

SHARE REGISTRATION ACTIVITY

Company has appointed "Link Intime India Private Limited" a category-IRegistrar and Share Transfer Agent registered with SEBI to handle the work related toShare Registry.

LISTING

The equity shares of the Company are listed with BSE Limited. There are no arrears onaccount of payment of listing fees to the Stock Exchanges.

STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per provision of section164[2] of the Act. The Directors of the Company have made necessary disclosures asrequired under applicable laws.

INDUSTRIAL RELATIONS

The Company enjoyed cordial relations with the employees during the year under reviewand the Management appreciates the efforts and dedication shown by all employees of theCompany in offering their support and expects their continued support for achieving higherlevel of productivity to enable meeting the targets set for the future.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in Company premises through various interventions and practices.The Company always endeavors to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment.

The Company has in place a robust policy on prevention of sexual harassment atworkplace. The policy aims at prevention of harassment of employees as well as contractorsand lays down the guidelines for identification reporting and prevention of sexualharassment. There is an Internal Complaints Committee (ICC) which is responsible forredressal of complaints related to sexual harassment and follows the guidelines providedin the policy. ICC has its presence at registered office of the Company.

During the year ended March 31 2018 the ICC has not received any complaintspertaining to sexual harassment

ENHANCING SHAREHOLDERS VALUE

Your Company believes that its members are among its most important stakeholders.Accordingly your Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation.

Your Company is also committed to creating value for its other stakeholders by ensuringthat its corporate actions positively impact the socio-economic and environmentaldimensions and contribute to sustainable growth and development.

ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude and place on record their appreciationfor all the employees at all levels for their hard work solidarity cooperation anddedication during the year. Your Directors sincerely convey their appreciation tocustomers shareholders bankers business associates regulatory and governmentauthorities for their continued support.

For and on behalf of Board of Directors

Place : Delhi \

Dated : May 29 2018

Pramod Kumar Gg

Whole Time Director

DIN:00008042