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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 4.34
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 4.34
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 their 34th Annual Report on thebusiness and operations of your Company together with the audited financial statements forthe financial year ended March 31 2019.

FINANCIAL HIGHLIGHTS

The Financial performance of your Company for the year ended March 31 2019 issummarized below:

(Rs. in Lakhs except per equity share data)

Standalone Consolidated
Particulars 2018-19 2017-18 2018-19 2017-18
Total Income 150.46 151.96 322.87 451.10
Total expenses 29.19 122.75 413.82 241.81
Profit before Tax 121.27 29.20 90.94 209.29
Less: Tax Expense 16.33 (0.40) 22.29 47.75
Profit after tax 104.94 29.20 (113.23) 161.54
Surplus opening balance 17.28 (6.39) 502.64 413.23
Amount Available for appropriation 101.22 17.28 292.29 502.64
Earnings per share (EPS) before extra-ordinary items:
Basic (in Rs.) 5.25 1.46 (9.47) 11.83
Diluted (in Rs.) 5.25 1.46 (9.47) 11.83
EPS after extra ordinary items
Basic (in Rs.) 5.25 1.46 (9.47) 11.83
Diluted (in Rs.) 5.25 1.46 (9.47) 11.83

REVIEW OF OPERATIONS

STANDALONE:

During the financial year 2018-19 the total income on standalone basis was Rs. 150.46Lacs as compared to total income of Rs. 151.96 Lacs during the previous financial year.The net profit for the year under review was Rs. 104.94 Lacs as compared to net profit ofRs. 29.20 Lacs in the previous financial year.

CONSOLIDATED:

During the financial year 2018-19 the total income on consolidated basis was Rs.322.87 Lacs as compared to Rs. 451.10 Lacs for the previous year and the Company has had anet loss of Rs. 113.23 Lacs during the year as compared to net Profit of Rs. 161.54 Lacsin the previous year.

DIVIDEND

Your Board of Directors have not recommended any dividend for the financial year underreview.

TRANSFER TO RESERVES

The Company has transferred a reserve of Rs. 2100000/- as required under Section45-IC of Reserve Bank of India Act 1934 to the Statutory Reserve. Other than this noamount has been transferred to the Reserve for the financial year ended March 31 2019.

CHANGE IN NATURE OF BUSINESS

There was no any change in the nature of business of the company during the year.

SHARE CAPITAL

As on March 31 2019 the authorized share capital of the Company stands at Rs. 60crore divided into 20 Lacs equity shares of Rs. 10/- each and 14.50 Lacs 3% Non-cumulativeRedeemable Preference Shares of Rs. 10/- each and the paid-up capital of the Companystands at Rs. 2 crores and the paid up Preference Share Capital of the Company at Rs.23.70 crores. During the year under review the Company has not issued any shares withdifferential voting rights neither granted stock options nor sweat equity.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There were no material changes and commitments occurred between the end of thefinancial year as on March 31 2018 and the date of this report which affects financialposition of the Company.

DEATISL OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES AND

As on March 31 2019 the Company had one subsidiary company named Bar Investments andFinance Private Limited in terms of the provisions of the Act. Further as required underthe Listing Regulations and Section 129 of the Act the Consolidated financial statementsof the Company were prepared by the Company in accordance with the applicable accountingstandards and form a part of the Annual Report. A statement containing the salientfeatures of the financial statements of subsidiaries joint ventures and associates of theCompany in

Form AOC-1 as required under the Companies (Accounts) Rules 2014 form a part of thenotes to the financial statements. The statement also provides the details of performanceand financial position of each of the subsidiaries.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 136 of the Act the audited financial statementsof the Company including consolidated financial statements and other documents required tobe attached thereto and audited financial statements of each of the subsidiaries areavailable on the website of the Company and may be accessed at www.mindafinance.com.These documents will also be available for inspection at the Registered Office of theCompany and respective subsidiary companies between 11:00 A.M.-1:00 P.M. on all workingdays.

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

There are Five (5) Directors on the Board of your company consisting of one (1)Whole-time Director two (2) Non–Executive Directors and two (2) IndependentDirectors as on 31st March 2019.

A. During the year under review the following changes were taken place in theDirectors and KMPs of the Company:

The Board of Directors of your Company at its meeting held on March 29 2019 basedon the recommendation of Nomination and Remuneration Committee and on the basis ofperformance evaluation has approved subject to approval of the members re-appointment ofMs. Seema Gupta (DIN: 06944070) as an Independent Director not liable to retire byrotation for a second term of 3 (Three) years w.e.f. April 1 2019 to March 31 2022. TheBoard recommends to the members for re-appointment of Ms. Seema Gupta.

Mr. Dhiraj Aroraa has been resigned as Company Secretary of the Company w.e.f.November 14 2019.

Mr. Lalit Khubchandani has been appointed as Company Secretary of the Companyw.e.f. November 15 2019.

Pursuant to Section 152 of the Companies Act 2013 and in accordance with Articlesof Association of your Company Mr. Nirmal K. Minda (DIN: 00014942) Director is liable toretire by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment. The Board recommends to the members for re-appointment of Mr.Nirmal K. Minda.

As on March 31 2019 Mr. Pramod Kumar Garg Whole-time Director; Mr. ShashiShankar Malviya Chief Financial Officer and Mr. Lalit Khubchandani Company Secretary ofthe Company are the Key Managerial Personnel as per the provisions of the Companies Act2013.

B. Statement on declaration given by Independent Directors:

Pursuant to Section 149(7) of the Companies Act 2013 Mr. Mohan Chander Joshi and Ms.Seema Gupta Independent Directors of the Company have submitted declaration(s) ofindependence that they meet the criteria of independence as laid down under Section 149(6)of the Act.

Further None of the Directors of the Company is disqualified under Section 164 of theCompanies Act 2013.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year the Board of Directors met 7 (Seven) times on 29 May 2018 10 August2018 5 September 2018 27 October 2018 14 November 2018 9 February 2019 and

30 March 2019. The intervening gap between any two meetings was within the periodprescribed by the Companies Act 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 Committeesof the Board:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

AUDIT COMMITTEE:

In terms of the provisions of Section 177 of the Companies Act 2013 the Company hasduly constituted the Audit Committee comprises of following 3 (Three) Directors withindependent Directors forming a majority:

Sl. No. Name of the members Designation
1. Ms. Seema Gupta Chairperson
2. Mr. Anand Kumar Minda Member
3. Mr. Mohan Chander Joshi Member

During the year there was no change in the composition of the Audit Committee of theBoard. Further in compliance with Section 177(8) of the Companies Act 2013 it isinformed that during the year the Board has accepted all the recommendations of the AuditCommittee.

NOMINATION & REMUNERATION POLICY/ COMMITTEE:

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.

In terms of the provisions of Section 178 of the Companies Act 2013 the Company hasduly constituted the "Nomination and Remuneration Committee" consisting of 3(Three) Directors with independent Directors forming a majority. The Company Secretaryacts as a Secretary of the Committee.

The aforesaid policies of the Company on directors' appointment and remunerationincluding criteria for determining qualifications positive attributes independence of adirector and other matters as required under sub-section (4) of Section 178 of theCompanies Act 2013 are available on the Company's website www.mindafinance.com.There has been no change in the said policies during the year under review.

STAKEHOLDER RELATIOSHIP COMMITTEE:

In terms of the provisions of Section 178 of the Companies Act 2013 the Company hasduly constituted the Stakeholders Relationship Committee comprises of 3 (Three) Directorswith independent Directors forming a majority.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) read with Section 134(5) the Directors state that—

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating 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 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; and

(e) the directors had devised proper systems to ensure compliance with the provisionsof all 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.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out theannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andStakeholders Relationship Committees. The evaluation process focused on various aspects ofthe Board and Committees functioning such as composition of the Board and Committeesexperience and competencies.

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 Annexure-Iform part of this Report. The same is available on the website of the Company at www.mindafinance.com.

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 thefinancial year ended March 31 2019.

DEPOSITS

During the financial year 2018-19 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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contract/arrangements/ transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. No material contracts or arrangements with related party were entered into duringthe year under review. Accordingly no transactions are being reported in Form AOC-2 interms of Section 134 of the Act read with rules made thereunder.

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. Thedetails of the transactions with related parties are provided in the notes accompanyingthe standalone financial statement of the Company.

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/Policy and has not incurred any expenditure thereon.

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.

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.

INTERNAL FINANCIAL CONTROL

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.

POLICY FOR PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE

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. The Internal Committee was constituted as per the requirements of The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

During the financial year under review the Internal Committee has not received anycomplaints pertaining to sexual harassment.

AUDITORS AND AUDITORS' REPORT

a) STATUTORY AUDITORS

M/s. A H P N & Associates Chartered Accountants (Firm Registration No. 09452N)Chartered Accountants were appointed as Statutory Auditors of the Company at the AnnualGeneral Meeting held on September 28 2017 to hold office from the conclusion of the 32ndAnnual General Meeting (AGM) of the Company till the conclusion of 37th AGM ofthe Company subject to ratification of their appointment at every subsequent AGM. TheMinistry of Corporate Affairs (MCA) vide notification dated May 7 2018 obliterated therequirement of seeking members' ratification at every AGM on appointment of statutoryauditors during their tenure of five years.

Further the notes on Financial Statements (including the Consolidated financialstatements) referred to in the Auditors' Report for the Financial Year 2018-19 areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remarks or disclaimer.

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 March 312019.

Further a Secretarial Audit Report for the financial year 2018-19 given by Mr.Shailendra Kumar Roy the Secretarial Auditor of the Company in Form MR-3 has beenannexed herewith as "Annexure-II" and forms part of this Report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.

c) INTERNAL AUDITORS

In terms of Section 138 of the Companies Act 2013 read with Companies (Accounts)Rules 2014 the Board of Directors of the Company has re-appointed M/s. A J H & Co.as Internal Auditor of the Company for the FY 2018-19.

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.

CORPORATE GOVERNANCE REPORT

In terms of Regulation 15(2) of the SEBI (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 crores as on the last day of the previous financial year.

Since the paid up equity share capital of the Company as on 31st March 2019does not exceed above prescribed limit the provisions of Regulation 15(2) of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 are not applicableon the Company.

EMPLOYEES' STOCK OPTION SCHEME

During the year under review your Company has not provided any Stock Option Scheme tothe employees.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as requiredunder Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 is annexed herewith as "Annexure-III" and forms part ofthis Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the Company's future operations.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Board has adopted procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to the Company policies the safeguarding of its assets theaccuracy and completeness of the accounting records and the timely preparation offinancial disclosures.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

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.

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

The ratio of remuneration of each of the director to median employee's remuneration andother details in terms of Section 197(12) of the Companies Act 2013 read with rule 5(1) ofCompanies (Appointment and remuneration of managerial personnel) Rules 2014 is annexedherewith as Annexure-IV and forms part to this report.

As required by provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isenclosed as Annexure–V and forms part to this report.

RBI GUIDLINES

As a Non-systemically Important Non-Deposit taking Non-Banking Finance Company yourCompany always aims to operate in compliance with applicable RBI laws and regulations andemploys its best efforts towards achieving the same.

SHARE REGISTRATION ACTIVITY

Your 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 your Company are listed with BSE Limited. There are no arrears onaccount of payment of listing fees to the Stock Exchanges.

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.

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 the Board of Directors

Mr. Pramod Kumar Garg Mr. Anand Kumar Minda
Date: 10.08.2019 Whole-time Director Director
Place: Delhi DIN: 00008042 DIN: 00007964

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