Your Directors have pleasure in presenting the 28th Annual Report of yourCompany together with the Audited Statements of Accounts for the year ended March 312020.
| || ||(Rsin Lac) |
|Financial Results ||Year Ended ||Year Ended |
| ||31.03.2020 ||31.03.2019 |
|Income ||65.09 ||57.84 |
|Profit /(Loss) before Tax & extraordinary item ||24.25 ||(2.49) |
|Less : Provision for Taxation ||5.08 ||(15.15) |
|Profit / (Loss) after Tax ||19.17 ||12.65 |
|Less : Extra-Ordinary Items ||0.00 ||14.17 |
|Add: Profit/(Loss) brought forward from Previous Year ||33.76 ||19.59 |
|Balance of Profit / (Loss) carried forward ||52.92 ||33.76 |
OVERALL PERFORMANCE & OUTLOOK
Income before tax from operations remained at Rs. 24.25 Lac for the year in comparisonto last year's figure of loss Rs. (02.49) Lac. The Net Profit of the Company after taxstood at Rs. 19.17 Lac in comparison to last years' profit of Rs. 26.82 Lac.
The Company is in to 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 can deliver to its Shareholders.
In view of marginal profit your Directors do not recommend any Dividend for the yearunder review.
The world is facing an unprecedented challenge in this century with Corona Virus (Covid19). World Health Organization (WHO) Geneva has been guiding the world in handling Covid19 and has finally declared on 11th March 2020 as a Pandemic through anoutbreak in China during December 2019. Lockdown in India has been imposed on 24thMarch 2020 which paused the activities of the business. There is no significant impact onthe business operations of the Company.
ADOPT ION 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. Consequently the Financial Statements ofthe previous year have had to be restated to conform to the provisions of Ind-AS. Thecorresponding reconciliation and description of the effects of this transition from theprovisions of the Companies (Accounting Standards) Rules 2006 has been provided underNote No. 19.3.10 to the Financial Statements
SHARE CAPITAL AND RESERVES
The paid up equity share capital as on 31st March 2020 was Rs. 99995750/-.There was no public issue rights issue bonus issue or preferential issue etc. during theyear. The Company has not issued shares with differential voting rights sweat equityshares nor has it granted any stock options.
The Company does not have any material non-listed Indian subsidiary whose turnover ornet worth (i.e. paid-up capital and free reserves exceeding 20% of the consolidatedturnover or networth respectively of the listed holding company and its subsidiaries inthe immediately preceding accounting year.
STATUTORY & LEGAL MATTERS
There has been no significant and/or material order(s) passed by anyRegulators/Courts/Tribunals impacting the going concern status of the Company's operationsin future.
There was no fraud reported by Auditors of the Company under Section 143 (12) of theCompanies Act 2013 to the Audit Committee or Board of Directors during the year underreview.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return as provided under sub-section (3) of section 92 of theCompanies Act 2013 in the prescribed Form MGT-9 is annexed as Annexure A to thisReport.
NUMBER OF MEETINGS OF THE BOARD
There were six meetings of the Board held during the year. Detailed information isgiven in the Corporate Governance Report.
MANAGEMENT DISCUSSIONS & ANALYSIS
Management Discussion and Analysis comprising an overview of the financial resultsoperations / performance and future prospects of the Company is annexed and forms part ofthis Report.
There is no change in Management of the Company during the year under review.
There is no change in composition of Board during the Financial Year under review.
Further none of the Directors of the Company are disqualified under sub-section (2) ofSection 164 of the Companies Act 2013.
DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(5) OF THE COMPANIESACT 2013
Pursuant to provisions of Section 134 (5) of the Companies Act 2013 the Board herebysubmits its responsibility Statement:
1. In the preparation of the annual accounts the applicable Accounting Standards hadbeen followed alongwith proper explanation relating to material departures;
2. The Directors had adopted such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period.
3. 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.
4. The Directors had prepared the annual accounts on a going concern basis.
5. The directors have laid down internal financial controls which are adequate andwere operating effectively.
6. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted the declaration of independence as requiredpursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub-section (6).
DIRECTORS' REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178
Information regarding Directors' Remuneration Policy and criteria for determiningqualifications positive attributes independence of a director and other matters providedunder sub-section (3) of section 178 are provided in the Corporate Governance Report.
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 March2019 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 of communication with external stakeholders
Effectiveness of Board process information and functioning.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Information regarding loans guarantees and investments covered under the provisions ofsection 186 of the Companies Act 2013 are detailed in the financial statements.
RELATED PARTY TRANSACTIONS
There were no related party transactions (RPTS) entered into by the company during thefinancial Year which attracted the provisions of section 188 of the companies act 2013.There being no material' related party transactions as defined under SEBI (ListingObligations And Disclosure Requirements) Regulations 2015 there are no details to bedisclosed in form AOC-2 in that regard.
During the year 2019-20 pursuant to section 177 of the companies act 2013 and SEBI(Listing Obligations And Disclosure Requirements) Regulations 2015 all RPTS were placedbefore the audit committee for its Prior/omnibus approval.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Companyand the date of this Report.
The Company being basically in to the business of NBFC and is lending its fund toCorporate Clients and HNIs. Beside this the Company is investing its fund in the CapitalMarket. Due to said line of business the requirement regarding and disclosures ofParticulars of conservation of energy and technology absorption prescribed by the rule isnot applicable to us.
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.
Pursuant to sections 139 142 and other applicable provisions if any of the CompaniesAct 2013 (the Act') and the Companies (Audit and Auditors) Rules 2014 (includingany statutory modification(s) or re-enactment thereof for the time being in force) andpursuant to recommendation of the Audit Committee and the Board of Directors M/s.Khandelwal Prem & Associates Chartered Accountants (Firm Registration No. 317092E) beand are hereby appointed as the Statutory Auditors of the Company in place of M/s M. K.Poddar & Associates Chartered Accountants (Firm Registration No. FRN - 314213E) whoshall hold office for a period of five years from the conclusion of this Annual GeneralMeeting until the conclusion of the Thirty Third Annual General Meeting of the Company tobe held in the year 2025.
The members are requested to appointment of M/s Khandelwal Prem & AssociatesChartered Accountants (Firm Registration No. 317092E) as Statutory Auditors of the Companyand to fix their remuneration for the year 2020-21.
Pursuant to the provisions of section 204 of the Companies Act 2013 and Rules madethereunder the Company has appointed M/s Jaiswal A & Co. (Certificate of PracticeNumber 12281) Company Secretary in Practice to undertake the Secretarial Audit of theCompany. Secretarial Audit Report for the year 2019-20 as issued by him in the prescribedform MR-3 is annexed to this Report.
Company has a Policy on Prevention of Sexual Harassment at Workplace. There was no casereported during the year under review under the said Policy.
PARTICULARS OF EMPLOYEES
Statement required under Section 197 of the Companies Act 2013 read with Rule 5(2) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notattached to this Report as none of the employees was in receipt of remuneration asprescribed under this Section and Rules.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUT GO
As there has been no manufacturing operation during the year there is nothing to bereported with regard to conservation of energy and technology absorption. The Company hasnot earned or used foreign exchange earnings/outgoings during the year under review.
During the year under review your Company has not accepted any deposits from thepublic within the meaning of section 73 of the Companies Act 2013 and the rules thereunder.
FORMAL ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEESAND INDIVIDUAL DIRECTORS
Complied with the provisions of the Companies Act 2013 and SEBI Regulations.
Ratio of Directors Salary to Median Employees' salary's & other as per Rule 5(1) tothe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
(i) The ratio of the salary of each director to the median salary of the employees ofthe Company for the financial year:
Ratio of salary of Shri Dinesh Kumar Patnia (Managing Director) to the median salary ofthe employees: 0.63x
None of the other Directors received any remuneration.
(ii) The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year;
Percentage increase in salary of Shri Dinesh Kumar Patnia (Managing Director) : Nil
(iii) The percentage increase in the median salary of employees in the financial year:
During F.Y. 2019-2020 the percentage increase in the median remuneration of employeesas compared to previous year was same.
(iv) The number of permanent employees on the rolls of Company:
7 permanent employees were on the rolls of the Company at the close of the financialyear.
(v) The explanation on the relationship between average increase in remuneration andcompany Performance:
The Company has not increased salary of its employees.
(vi) Comparison of the salary of the Key Managerial Personnel against the performanceof the Company:
Total salary paid to the Director of the Company during the year: Rs.60000/-
(vii) Average percentile increase already made in the salaries of employees other thanthe Managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
During F.Y. 2019-2020 there has been no percentage increase in the salaries ofemployees other than the Managerial personnel as compared to previous year.
(viii) Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company;
The Company has increase salary of KMPs during the period 2019-20.
(ix) The key parameters for any variable component of remuneration availed by thedirectors:
The salary availed by the directors during the year did not consist of any variablecomponent.
(x) The ratio of the salary of the highest paid director to that of the employees whoare not directors but receive salary in excess of the highest paid director during theyear:
(xi) Affirmation that the remuneration is as per the remuneration policy of theCompany.
The Company follows its remuneration policy in fixing the remuneration of its employeesor directors.
REPORT ON CORPORATE GOVERNANCE
Corporate governance is an ethically driven business process that is committed tovalues aimed at enhancing an organization's brand and reputation. This is ensured bytaking ethical business decisions and conducting business with a firm commitment tovalues while meeting stakeholders' expectations. The Company conforms to the norms ofCorporate Governance as envisaged in the Companies Act 2013 and the Regulation 34(3) readwith Schedule V of the SEBI (Listing Obligations And Disclosure Requirements) Regulations2015 a Separate Section on Corporate Governance practices followed by the Companytogether with a Certificate from the Company's Auditors confirming compliance forms anintegral part of this Report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the SEBI ListingRegulations 2015 the Company has Policy on Vigil Mechanism/ Whistle Blower and the samewas hosted on the website of the Company. The functioning of Vigil mechanism is reviewedby the Audit committee from time to time. No Director/ employee have been denied access tothe Chairman of the Audit Committee and that no complaints were received during the year.
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
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.
|Kolkata December 05 2020 ||By order of the Board |
| ||For MINOLTA FINANCE LIMITED |
|Registered Office : || |
|37 A&B Stephen House ||DINESH KUMAR PATNIA |
|4 B.B.D. Bagh (East) ||DIN : 01709741 |
|Kolkata-700 001 ||Managing Director |