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Minolta Finance Ltd.

BSE: 532164 Sector: Financials
NSE: N.A. ISIN Code: INE514C01018
BSE 00:00 | 29 Sep 3.93 -0.20
(-4.84%)
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4.33

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NSE 05:30 | 01 Jan Minolta Finance Ltd
OPEN 4.33
PREVIOUS CLOSE 4.13
VOLUME 4459
52-Week high 5.95
52-Week low 1.60
P/E 39.30
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.33
CLOSE 4.13
VOLUME 4459
52-Week high 5.95
52-Week low 1.60
P/E 39.30
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Minolta Finance Ltd. (MINOLTAFINANCE) - Director Report

Company director report

To The Members

Your Directors have pleasure in presenting the 29th Annual Report of yourCompany together with the Audited Statements of Accounts for the year ended March 312021.

Financial Highlights

The financial performance of the Company is summarized hereunder:

Particulars 2020-21 2019-20
Revenue from Operation 31.67 65.09
Profit /(Loss) before Tax & Extraordinary Item 06.24 24.25
Less : Provision for Tax 01.62 5.08
Profit / (Loss) after Tax 04.62 19.17
Less : Extra-Ordinary Items 0.00 0.00
Add: Profit/(Loss) brought forward from Previous Year 52.92 33.76
Balance of Profit / (Loss) carried forward 57.54 52.92

Covid-19 pandemic

The Covid-19 pandemic which is a once in a lifetime occurrence has brought with it anunimaginable suffering to the people and to almost all sections of the economy. Thenationwide lockdowns to curtail the transmission of disease had put the global economy inextreme stress of the level not seen since the great depression and would have a longlasting economic impact. The dynamic and evolving nature of the pandemic with itsresurgence (second wave) at the close of the year once again creates uncertaintyincluding economic impact. Hopefully the outreach of vaccination drives across thecountry additional efforts to set up medical infrastructure and obtain required medicalsupplies in addition to continue adherence to Covid-19 specific protocols will help inovercoming this testing situation. Like the greater economy the pandemic coupled with thelockdown and relief measures provided by RBI had a bearing on the performance of theCompany. The impacts of the above on the performance of the Company and the measuresadopted by the Company to steer through the pandemic have been discussed in detail inManagement Discussion and Analysis Report.

Adoption of Indian Accounting Standards

The Company adopted the Indian Accounting Standards ("Ind-AS") notified underthe Companies (Indian Accounting Standards) Rules 2015 during the year for preparationand presentation of these Financial Statements.

State of Company's Affairs and Future Outlook

Income before tax from operations was remained at Rs. 6.24 Lakhs for the year incomparison to last year's figure of profit Rs. 24.25 Lakhs. The Net Profit of the Companyafter tax stood at Rs. 4.62 Lakhs in comparison to last years' profit of Rs. 19.17 Lakhs.The Company is into the Business of Investment and Financing activities.

The company is willing to continue to be in the business of Investment in financing butis also willing to invest wisely so as the Company can be a profit making entrepreneurduring the year and thus it can deliver to its Shareholders.

Change(s) in the Nature of Business

During the year under review there was no change in the nature of the business of theCompany.

Dividend

Due to marginal profit the directors do not recommend any Dividend for the year underreview.

Demat Suspense Account/ Unclaimed Suspense Account

There were no shares underlying in the demat suspense account or unclaimed suspenseaccount.

Transfer to Reserves

The Board is not proposing to transfer any amount to the General Reserves of theCompany.

Changes in Share Capital

During the year under review there were no changes in the Share Capital of theCompany.

Joint Ventures or Associate or Subsidiaries Companies which become or ceased duringthe year

The Company did not have any subsidiary joint venture or associate company during theyear under review.

Directors and Key Managerial Personnel

Details of Directors and Key Managerial Personnel (KMP) appointed re-appointed orresigned during the year are as below:

Sl. No. Name Date of Appointment/ Re-appointment/ Resignation
1 Mr. Tanuj Kumar Sharma Appointed w.e.f. 29 September 2021 as an Independent Director (Additional)
2 Mr. Vikash Bansal Resigned w.e.f. 29 September 2021 as an Independent Director
3. Ms. Puja Tebriwal Appointed w.e.f. 29 September 2021 as a Company Secretary and the Key Managerial Personnel.

Mr. Dinesh Kumar Patnia is liable to retire by rotation at the ensuing Annual GeneralMeeting and being eligible has offered himself for re-appointment.

None of the Directors of the Company is disqualified under the provisions of Section164(2)(a) & (b) of the Act.

Declaration given by the Independent Directors under Section 149(7) of the Act

All Independent Directors of the Company have given their declarations to the Companythat they meet the criteria of independence as laid down under Section 149(6) of theCompanies Act 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations. In theopinion of the Board the Independent Directors of the Company are persons of integrityexpertise and experience and duly qualified to hold such positions.

Number of Meetings of the Board

The Board of Directors of the Company met 8 (Eight) times during the Financial Year2020-21 i.e. 26/06/2020 07/09/2020 15/09/2020 23/09/2020 29/11/2020 05/12/202012/02/2020 and 19/03/2021. At least 1 (one) Board Meeting was held in every quarter andthe time gap between any 2 (two) Board Meetings did not exceed 120 days as prescribedunder the SEBI Listing Regulations and the Act apart from the first Board Meeting in theFinancial Year held on June 26 2020 wherein general relaxation was given by the SEBI aswell as by the Ministry of Corporate Affairs (“MCA”) in view of the Covid-19pandemic.

Separate Meeting of Independent Directors

During the year under review the Independent Directors met on March 19 2021 withoutthe presence of Non-Independent Directors and members of the Management and inter alia:

(i) reviewed the performance of Non-Independent Directors and the Board as a whole;

(ii) reviewed the performance of the Chairperson of the Company taking into accountthe views of Executive Directors and Non-Executive Directors;

(iii) assessed the quality quantity and timeliness of flow of information between theCompany management and the Board that is necessary for the Board to effectively &reasonably perform their duties.

All Independent Directors were present at the meeting. The Independent Directorspresent at the meeting deliberated on the above and expressed their satisfaction.

Annual Evaluation of Performance:

Pursuant to the provisions of the Act and the SEBI Listing Regulations the Nominationand Remuneration Committee has laid down the criteria for performance evaluation on thebasis of which the Board has carried out evaluation of its own performance theperformance of Board Committees and of the Independent Directors individually.

During the financial year the Board of Directors adopted a formal mechanism forevaluation of its performance as well as that of its Committees and individual Directorsincluding Chairman of the Board. Through a structured evaluation process covering variousaspects of the Board's functioning such as governance issues performance of specificduties and obligations experience and competencies. Separate exercise was carried out toevaluate the performance of individual Directors including the Chairman of the Board basedon the parameters such as attendance at Board / Committee Meetings contribution at Board/ Committee Meetings and guidance given to Management and also based on questionnaire andfeedback from all the Directors as a whole Committee and self-evaluation.

A separate meeting of Independent Directors was convened during the month of March 192021 which reviewed the performance of the Board as a whole the Non-IndependentDirectors and the Chairman of the Board. After the conclusion of the Independent DirectorsMeeting the feedback of Independent Directors were discussed by the Chairman ofNomination and Remuneration Committee with the Chairman of the Board covering theperformance of the Board as a whole performance of Non-Independent Directors and theperformance of the Chairman of the Board.

The performance evaluation of the Board was carried out based on the following:

Board's structure and composition

Establishment and Delineation of responsibilities to Committees Efficacy ofcommunication with external stakeholders Effectiveness of Board process information andfunctioning.

Committees of the Board

As on March 31 2021 the Company has the following Committees:

- Audit Committee;

- Nomination and Remuneration Committee;

- Stakeholder's Relationship Committee;

- Share Transfer Committee; and

- Internal Complaints Committee.

Audit Committee

The Audit Committee consists of three Directors out of which two are IndependentDirectors and the Managing Director. All members of the Audit Committee are financiallyliterate and they have accounting or related financial management expertise.

The primary purpose of the Audit Committee is to assist the Board of Directors (the“Board”) of Minolta Finance Ltd. (the “Company”) in fulfilling itsoversight responsibilities with respect to (a) the accounting and financial reportingprocesses of the Company including the integrity of the audited financial results andother financial information provided by the Company to its stockholders the public stockexchanges and others

(b) the Company's compliances with legal and regulatory requirements

(c) the Company's independent auditors' qualification and independence

(d) the audit of the Company's Financial statements and the performance of theCompany's internal audit function and its Independent Auditors.

Terms of Reference

The terms of reference of the Audit Committee as approved by the Board are as requiredunder Companies Act 2013 and Regulation 18 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and NBFC Regulations.

The members of Audit Committee met four times on 26th June 2020 15thSeptember 2020 12th November 2020 and on 13th February 2021 duringthe Financial Year ended on 31st March 2021.

Name Position Category Meetings Attended
Mr. Vikash Bansal Chairman Independent Non-Executive 4/4
Mr. Pankaj Kumar Member Independent Non-Executive 4/4
Ms. Papiya Nandy Member Independent Non-Executive 4/4

The Committee reviews various aspects of the internal control system financial andrisk management policies. The requirements in respect to SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended from time to time are also reviewedby the Committee. The management makes a presentation before the Audit Committee on theobservation and recommendation of the Statutory and Internal Auditors to strengthencontrol and compliance.

Nomination and Remuneration Committee

The Company has constituted Remuneration Committee. The Committee has power to regulateits Meetings and proceedings. The Remuneration Policy relating to the remuneration of theDirectors Key Managerial Personnel and other employees form part of the Directors Report.

The Committee met one time during the year on dated 13th August 2020 duringthe Financial Year ended on 31st March 2021. The Composition of the Nominationand Remuneration Committee and their attendance to the meetings of the committee are asunder:-

Name Position Category Meetings Attended
Mr. Vikash Bansal Chairman Independent Non-Executive 1/1
Ms.Papiya Nandy Member Independent Non-Executive 1/1
Mr. Pankaj Kumar Member Independent Non-Executive 1/1

Stakeholders' Relationship Committee

The Board of Directors of the Company constituted its Shareholders' and Investors'Grievance Committee. This Committee was constituted to specifically look into theshareholders' and investors' complaints on matters relating to transfer of sharesnon-receipt of annual report non-receipt of dividend payment of unclaimed dividends etc.In addition the Committee also looked into matters that can facilitate better investorservices and relations. The Board was kept apprised of all the major developments oninvestors' issues through various reports and statements furnished to the Board from timeto time throughout the year.

In compliance with the provisions of section 178 of the Companies Act 2013 andRegulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Board renamed the Committee as 'Stakeholders Relationship Committee' and revised theterms of reference of said Committee as follows:

1. To look into the redressal of complaints of security-holders on mattersrelating to transfer of shares dematerialisation of shares non-receipt of annual reportnon-receipt of dividend matters relating to issue of new share certificates etc.

2. To look into matters that can facilitate better security-holders services andrelations.

3. Review of measures taken for effective exercise of voting rights byshareholders.

4. Review of adherence to the service standards adopted by the listed entity inrespect of various services being rendered by the Registrar & Share Transfer Agent.

The Share Department of the Company and the Registrar and Share Transfer Agent NicheTechnologies Pvt. Ltd. attend to all grievances of the shareholders and investors receiveddirectly or through SEBI Stock Exchanges and Registrar of Companies etc.

The Minutes of Stakeholders Relationship Committee are noted by the Board of Directorsat the Board Meetings.

Continuous efforts are made to ensure that grievances are more expeditiously redressedto the complete satisfaction of the investors. Shareholders are requested to furnish theirtelephone numbers and email addresses to facilitate prompt action.

During the year under review the Committee met on 13th August 2020 tointer alia review the status of investors' services rendered. The Committee expressed itssatisfaction on the overall status of compliance and actions taken on various matters.

Brief Details of Names Position Category and meeting attended by Members of Committeeis as follows:

Name Position Category Meetings Attended
Mr. Vikash Bansal Chairman Independent Non-Executive 1/1
Mr. Dinesh Kumar Patnia Member Executive Wholetime 1/1
Mr. Pankaj Kumar Member Independent Non-Executive 1/1

Share Transfer Committee

The Board of Directors has constituted Share Transfer Committee under the Chairmanshipof Mr. Dinesh Kumar Patnia; Chairman with two other Independent Directors.

The members of Share Transfer Committee met one time on 14th August in year2020 during the Financial Year ended on 31st March 2021.

Name Position Category Meetings Attended
Mr. Dinesh Kumar Patnia Member Executive Whole time 1/1
Mr. Vikash Bansal Chairman Independent Non-Executive 1/1
Mr. Pankaj Kumar Member Independent Non-Executive 1/1

Policy on Appointment and Remuneration

The Board on the recommendation of the Nomination and Remuneration Committee asprescribed under Section 178(3) of the Act has framed a Policy on Appointment andRemuneration of Directors Key Managerial Personnel and other employees of the Companyincluding criteria for determining qualifications positive attributes independence of adirector and other matters and the same is available on the Company's website:www.minolta.co.in

Familiarisation Programme

The details of the familiarisation programme imparted to the Independent Directors ofthe Company are uploaded on the website of the Company i.e. www.minolta.co.in

Extract of Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the draft AnnualReturn as on March 31 2021 in e-form MGT 7 will be available on the Company's websiteafter the same will be uploaded with the Registrar of Companies.

Risk Management Policy

The Company has a Risk Management Policy which lays down the framework foridentification and mitigation of various risks. The specific objectives of the RiskManagement Policy are to ensure that all the current and future material risk exposures ofthe Company are identified assessed quantified appropriately mitigated and managed toestablish a framework for the Company's risk management process.

The Risk Management Framework emphasises proper analysing and understanding theunderlying risks before undertaking any transaction. This enables a proper assessment ofall risks and ensures that the transactions and processes conform to the Company's riskappetite and regulatory requirements.

The Risk Management Policy is discussed at the meeting of the Audit Committee of theBoard of Directors. The management accepts the suggestions with regard to mitigation ofrisks that may arise in future. Further in the opinion of the Board there are noexisting factors which threaten the existence of the Company.

Internal Financial Control Systems with reference to Financial Statements and itsadequacy

The Company has adequate Internal Financial Control systems and procedures which arecommensurate with its size and nature of business. It is ensured that all the assets aresafeguarded and protected against loss and all transactions are authorized recorded andreported correctly. The Internal Financial Control systems of the Company are monitoredand evaluated and reviewed by the Audit Committee.

The Directors have laid down Internal Financial Controls to be followed by the Companyand that such Internal Financial Controls are adequate and were operating effectively. Inthis regard the Board confirms the following:

1) Systems have been laid to ensure that all transactions are executed inaccordance with management's general and specific authorization;

2) Systems and procedures exist to ensure that all transactions are recorded asnecessary to permit preparation of Financial Statements in conformity with GenerallyAccepted Accounting Principles or any other criteria applicable to such statements and tomaintain accountability for aspects and the timely preparation of reliable financialinformation;

3) Access to assets is permitted only in accordance with management's generaland specific authorization. No assets of the Company are allowed to be used for personalpurposes except in accordance with terms of employment or except as specificallypermitted;

4) The existing assets of the Company are verified/ checked at reasonableintervals and appropriate action is taken with respect to differences if any; and

5) Proper systems are in place for prevention and detection of frauds and errorsand for ensuring adherence to the Company's policies.

Management Discussions & Analysis Report

The Management Discussion and Analysis Report in terms of Regulation 34 read withSchedule V of the SEBI Listing Regulations form part of this Report. ManagementDiscussion and Analysis Report comprising an overview of the financial resultsoperations / performance and future prospects of the Company is annexed and forms part ofthis Report.

Corporate Governance Report

As per Regulation 15 of the SEBI Listing Regulation the paid up equity share capitalnot exceeding rupees ten crore and net worth not exceeding rupees twenty five crore as onthe last day of the previous financial year so the para C D and E of Schedule V was notapplicable to the Company.

Management

There is no change in Management of the Company during the year under review.

Particulars of Loans Guarantees or Investments

The loan and guarantee given by the Company during the Financial Year ended March 312021 are within the limits prescribed under Section 186 of the Act. Further the detailsof the said loan given guarantee given and investment made are provided in the Notes tothe Financial Statements of the Company.

Compliance with Secretarial Standards

The Directors state that the Company is in compliance with the applicable SecretarialStandards i.e. SS-1 and SS-2 relating to ‘Meetings of the Board of Directors' and‘General Meetings' respectively.

Particulars of Contracts or Arrangements with Related Parties

There was no Related Party Transactions (RPT) entered into by the Company during theFinancial Year which attracted the provisions of the Section 188 of the Companies Act2013. There being no ‘material' related party transactions as defined under SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 so there are nodetails to be disclosed in form AOC-2 in this regard.

During the year 2020-21 pursuant to section 177 of the companies act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 all RPT were placedbefore the audit committee for its Prior/omnibus approval.

Material Changes and Commitments if any affecting the financial position of theCompany which have occurred between the end of the Financial Year of the Company to whichthe Financial Statements relate and the date of this Report

There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the Financial Year 2020-2021 ofthe Company and the date of this Report.

Details of significant and material orders passed by the Regulators/ Courts/ Tribunalsimpacting the going concern status and the Company's operations in future

No such significant and material order has been passed by any Regulator/ Court/Tribunals against the Company which will impact the going concern status and theCompany's operations in future.

Statutory Information

The Company being basically in to the business of NBFC and is lending its fund toCorporate Clients and individuals. Beside this the Company is investing its fund in theCapital Market. Due to said line of business the requirement regarding and disclosuresof Particulars of conservation of energy and technology absorption prescribed by the ruleis not applicable to us.

Information Technology

Your Company believes that in addition to progressive thought it is imperative toinvest in research and development to ascertain future exposure and prepare forchallenges. In its endeavor to obtain and deliver the best your Company has invested itsmoney for acquiring latest Computer hardware and software.

Statutory Auditors and Auditor's Report

At the 28th Annual General Meeting of the Company held on December 30 2020the members approved appointment of M/s Khandelwal Prem & Associates CharteredAccountants (Firm Registration No. 317092E) as Statutory Auditors of the Company to holdoffice for a period of five years from the conclusion of that Annual General Meeting tillthe conclusion of the 33rd Annual General Meeting.

The Notes on accounts referred to in the Auditors' Report are self-explanatory andtherefore do not call for any further explanations/comments.

Details in respect of Fraud

During the Financial Year 2020-21 the Auditors have not reported any fraud asprescribed under Section 143(12) of the Act.

Secretarial Auditor Report

Pursuant to the provisions of section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofthe Directors of the Company has appointed M/s Jaiswal A & Co. (Certificate ofPractice Number 12281) Company Secretary in Practice to undertake the Secretarial Audit ofthe Company. The Secretarial Audit Report for the Financial Year 2020-21 as issued by himin the prescribed form MR-3 is annexed hereto and marked as Annexure B. The SecretarialAudit Report does not contain any qualification reservation adverse remark ordisclaimer.

Maintenance of Cost Records

The provisions of Section 148 of the Companies Act 2013 with respect to maintenanceof Cost records are not applicable to the Company.

Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013

The Company is committed to provide the safe and conducive work environment to theemployee of the Company and has formulated ‘Policy for Prevention of SexualHarassment' to prohibit prevent or deter any acts of sexual harassment at workplace andto provide the procedure for the redressal of complaints pertaining to sexual harassmentthereby providing a safe and healthy work environment. Further the Company has compliedwith the provisions relating to constitution of Internal Complaints Committee under SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013.

However during the year under review no such incidence has been reported.

Particulars of Employees

The particulars of employees as required under Section 197(12) of the Companies Act2013 read with Rule 5(1) & (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed hereto marked as ‘Annexure C

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Out Go Asthere has been no Manufacturing Operation during the year there is nothing to be reportedwith regard to conservation of energy and technology absorption. The Company has notearned or used foreign exchange earnings/outgoings during the year under review.

Public Deposits

During the year under review the Company has not accepted any deposits from the publicwithin the meaning of section 73 of the Companies Act 2013 and the rules there under.

Vigil Mechanism

In terms of the Section 177(9) of the Companies Act 2013 read with Rule 7 of theCompanies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the SEBIListing Regulations 2015 the Company has framed a Policy on Vigil Mechanism/ WhistleBlower and the same was hosted on the website of the Company i.e. www.minolta.co.inwith an objective to provide an avenue to address concerns in line with the policy of theCompany to the highest possible standards of ethical moral and legal business conduct andits commitment to open communication as well as timely redressal of concerns anddisclosures to build and strengthen a culture of transparency and trust in the Company.The mechanism also provides for adequate safeguards against victimization of director(s)or employee(s) or any other person for availing the mechanism and in exceptional casesdirect access to the Chairman of the Audit Committee to report instances of fraud/misconduct. The Audit Committee looks into the complaints raised if any and theirredressal.

The details of the Whistle Blower Policy are explained in the Report on CorporateGovernance and also available on the website of the Company www.minolta.co.in

RBI

The Company continues to comply with all the requirements prescribed by the ReserveBank of India from time to time.

Directors Responsibility Statement

To the best of our knowledge and belief and according to the information andexplanations obtained by us we hereby make the following statements in terms of Section134(3)(c) and 134(5) of the Act:

1) that in the preparation of the Annual Accounts the applicable Accounting Standardshad been followed along with proper explanation relating to material departures if any;2) that such accounting policies as mentioned in Notes to the Annual Accounts have beenselected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2021 and of the profit of the Company for that period; 3) thatproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities has been taken; 4) that theAnnual Accounts has been prepared on a going concern basis;

5) that proper systems to ensure compliance with the provisions of all applicable lawsare in place and that such systems were adequate and operating effectively; and 6) thatinternal financial control to be followed by the Company are in place and that suchinternal financial controls are adequate and are operating effectively.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution ofall the employees of the Company and their gratitude to the Company's valued customersbankers vendors and members for their continued support and confidence in the Company.

Place: Kolkata By order of the Board
Date: December 6 2021 For MINOLTA FINANCE LIMITED
Registered Office : Sd/-
37 A&B Stephen House DINESH KUMAR PATNIA
4 B.B.D. Bagh (East) DIN : 01709741
Kolkata-700 001 Managing Director

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