Your Directors have pleasure in presenting their 21st Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2017.
1. FINANCIAL RESULTS:
|Particulars (Standalone) ||(Amount in INR/lakhs) |
| ||2016-17 ||2015-16 |
|Total Income ||222.84 ||245.59 |
|Total Expenditure ||177.87 ||201.42 |
|Profit before exceptional items and Tax ||44.96 ||44.17 |
|Less: Exceptional Items ||- ||- |
|Profit before Tax ||44.96 ||44.17 |
|Less: Provision for Tax ||11.70 ||13.17 |
|Profit after Tax ||33.26 ||31.00 |
Your directors have decided to deployed back the profits earned during the year andtherefore not recommended any dividend for the current financial year.
There are no amounts transferred to Reserves during the year under review excepttransfer of Rs. 665315/- to Reserves Funds under Section 45IC of Reserve bank of IndiaAct 1934. Credit balance of Profit and Loss Account is transferred to "Reserves andSurplus" in Balance Sheet.
4. INFORMATION ON THE STATE OF COMPANY'S AFFAIR:
The Company during the year sanctioned and disbursed 114 auto rickshaws loans & 362additional repair maintenance small loans for auto rickshaw and 58 other secured loansagainst hypothecation of computers equipment machinery etc. totaling to a tune of Rs 970lacs. During the year the company collected Rs 977 lacs by way of installments from hirepurchase & loan accounts. The company maintained its Asset Financing ratio way abovethe required RBI norms of 60% of its total assets hence continuing as NBFC AFC.
5. PERFORMANCE REVIEW:
The Company is engaged in the business of Hire-purchase finance. The net receipts fromOperations during the year under review were Rs. 222.84 lacs as against Rs. 245.59 lacs inthe previous year. The Profit after tax is Rs. 33 lacs as against Rs.31 lacs in theprevious year.
6. SNAPSHOT OF PERFORMANCE:
| ||(Amount in INR/lakhs) |
|Particulars ||2016-2017 ||2015-2016 |
|Deposits and interest payable ||- ||- |
|Corporate Deposits ||48.73 ||48.73 |
|Asset Financing and interest receivable ||1630.42 ||1618.22 |
Your Company has consolidated its Deposits and Asset financing base during the year.
Gross and Net Non-Performing Advances have been Rs. 87.61 lacs and Rs. 62.59 lacs in FY2015-16. In percentage terms Gross NPAs are now at 4.24 % and Net NPAs are at 3.03 % oftotal assets. Provision for NPA has been done in accordance to the norm. Rs 375 NPA forwhich 100% provision was made has been written off during the year. Rs 13.69 lacs has beenrecovered from the NPA accounts.
Appropriations from the net profit after the write offs write backs and provisioninghave been affected as under:
|Appropriations ||(Amount in INR/lakhs) |
|Provision for Income tax ||11.70 |
|Preference Share dividend and Dividend Distribution tax ||25.81 |
|Transfer to Reserves Fund 45IC ||6.65 |
8. MATERIAL CHANGES AND COMMITMENTS BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.
9. DIRECTORS' RESPONSIBILITY STATEMENT:
As per the clause (c) of sub-section (3) of Section 134 of the Companies Act 2013 theDirectors' 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 and loss 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 laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
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.
10. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any subsidiary joint ventures and associate company.
11. SHARE CAPITAL:
The Paid-up Share Capital as on March 31 2017 was Rs. 90762830/- comprising4670583 Equity Shares of Rs. 10/- each and 4405700 7% CCR Preference Shares of Rs.10/-each.
During the year under review the Company raised funds through issue and allotment of915200; 7% CCR Preference Shares of Rs.10/- each at par.
12. CAPITAL ADEQUACY RATIO:
Your Company's total Capital fund to Risk weigh Assets Ratio (CRAR) as on March 312017 stood at 60.80%. (Minimum required by RBI norms 15%).
Net worth of Company as at March 31 2017 was Rs.1133.18 lacs comprising of EquityShares Preference Shares Reserves and Share Premium.
The company has stopped accepting public deposits since December 2011.And has nowregistered as Non Deposit accepting NBFC (NBFC-ND)
15. ASSET FINANCING:
The average yield on Advances was 16.5 % pa. The Company was always above the requiredminimum norm of Asset financing of 60% of Total Assets.
The Company had an Investment portfolio of Rs. 68 lacs as on 31.03.2017 which wasinvested in Bonds of Government of India
17. KNOW YOUR CUSTOMER (KYC/ANTI-MONEY LAUNDERING (AML) MEASURES:
The Company has been implementing KYC/AML policy as approved by the Board of Directorsin accordance with the PMLA 2002 (Prevention of Money Laundering Act 2002) and RBI/IBA(Reserve Bank of India/Indian Bank's Association) guidelines.
18. HUMAN RESOURCES: KEY COMPETITIVE ADVANTAGE:
The Company strongly believes that in a service industry like Banking and finance itis only through people and their contributions that most of the objectives like offeringproducts to various customer groups and servicing the poor can be achieved. Your Companybelieves in spreading the risk and financing self-generating assets like Auto rickshawstaxis machineries equipments etc.
The Management has a healthy relationship with the officers and the Employee.
19. RISK MANAGEMENT POLICY:
The Company has adopted a Risk Management Policy duly approved by the Board and isoverseen by the Audit Committee of the Company on a continuous basis to identify assessmonitor and mitigate various risks to key business objectives.
20. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required by Regulation 34(2)(e) of SEBI (LODR) Regulations 2015 the ManagementDiscussion and Analysis Report which forms part of this Annual Report.
22. PREVENTION OF SEXUAL HARASSMENT POLICY:
The Company has in place a Prevention of Sexual Harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up headed by Ms.Anjum Syed to redress complaints received regarding sexual harassment. All employees(permanent contractual temporary trainees) are covered under this policy. During theyear 2016-2017 no complaints were received by the Company related to sexual harassment.
24. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Hozef Darukhanawala Managing Director of your Company was re-appointed for aperiod of 3 (three) years commencing from October 01 2016 to September 30 2019 by theshareholders of the Company at 20th AGM of your Company held on June 29 2016.
Further in compliance with the provisions of Sections 149 152 Schedule IV and otherapplicable provisions if any of the Companies Act 2013 read with Companies (Appointmentand Qualification of Directors) Rules 2014 Mr. Nathmal Gokuldas Lohia (DIN 00177112) andMs. Sadhana Pai (DIN 00177146) were appointed as Independent Directors on the Board ofDirectors of your Company at 18th AGM of your Company held on September 302014 to hold office upto 5 (five) consecutive years.
Ms. Tasneem Lakdawala had resigned from the position of Chief Financial Officer of theCompany w.e.f. March 30 2017 and Ms. Anjum Sayed was appointed as a new Chief FinancialOfficer w.e.f. March 30 2017.
Mrs. Duraiya Hozef Darukhanawala (DIN: 00177073) Non-Executive Director is liable toretire by rotation at the ensuing Annual General Meeting and being eligible she hasoffered herself for re-appointment. Your Board has recommended her re-appointment.
25. DECLARATION OF INDEPENDENT DIRECTORS:
The Company has received declarations from all Independent Directors as required undersection 149(7) that they meet the criteria of independence as laid down under Section149(6) of the Act.
26. 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 Committees.
27. BOARD AND BOARD COMMITTEES:
During the year under review the Board met Nine times on April 21 2016 May 27 2016;June 30 2016; September 1 2016; October 5 2016; November 12 2016; December 23 2016;January 9 2017; March 30 2017 The Board has constituted following three Committees:
a. Audit Committee:
Audit Committee comprises of two Independent Directors and one Executive Director. Mr.Nathmal Lohia is the Chairman of Audit Committee and Dr. Sadhana Pai and Mr. HozefDarukhanawala are the other members of the Committee. During the year under review theAudit Committee met 4 times and all the members have attended the said meetings.
b. Nomination and Remuneration Committee:
Nomination and Remuneration Committee comprises of three non-executive directors. Dr.Sadhana Pai is the Chairperson of the said Committee and Mr. Nathmal Lohia and Mrs.Duraiya Darukhanawala are the other members of the Committee. During the year under reviewthe committee met 2 times and all the members have attended the said meetings.
c. Stakeholders Relationship Committee:
Stakeholder Relationship Committee comprises of two non-executive Independentdirectors. Said committee was chaired by Dr. Sadhana Pai and Mr. Nathmal Lohia and Mr.Hozef Darukhanawala are the other members of the Committee. The committee met 4 timesduring the year under review.
28. MANAGERIAL REMUNERATION:
Disclosures of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided as
The details of remuneration paid to the Managing Director of the Company are given inForm MGT-9 forming part of the Directors Report.
29. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Company is registered Non-Banking Financial Company (NBFC) and therefore theprovisions related to loans and investments u/s 186 are not applicable.
30. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company is not required to develop and implement any Corporate SocialResponsibility initiatives as the said provisions are not applicable.
31. RELATED PARTY TRANSACTIONS:
During the financial year 2015-16 your Company has not executed any transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 read withCompanies (Specification of Definitions Details) Rules 2014. During the financial year2015-16 there were no transactions with related parties which qualify as materialtransactions under the Listing Regulations.
Your Company has framed a Policy on materiality of related party transactions anddealing with related party transactions as approved by the Board.
32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
33. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS &OUTGO:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 are as below:
Energy Conservation: Company working in such business segment which does notrequire it to take steps for energy conservation.
Technology Absorption: company working in such business segment which doesnot require to take steps for Technology Absorption.
Foreign Exchange Earnings and Outgo: During the period under review therewas no foreign exchange earnings or out flow.
34. STATUTORY AUDITORS:
The Statutory Auditors M/s. Meena N. Shetty & Co. Chartered Accountants Mumbaihas vacated its office by operation of law and new auditors M/s. Varsha Sangai & Co.Chartered Accountant having Firm Registration No.063381 are appointed for a period of next5 years subject to ratification of appointment in every year.
Your Company has received confirmation from the Auditors to the effect that theirappointment if made will be in accordance with the limits specified under the CompaniesAct 2013 and the firm satisfies the criteria specified in Section 141 of the CompaniesAct 2013 read with Rule 4 of Companies (Audit & Auditors)
Rules 2014. Your Board is of the opinion that continuation of M/s. Varsha Sangai &Co. Statutory Auditors during next five financial years will be in the best interests ofthe Company and therefore Members are requested to consider their appointment as StatutoryAuditors of the Company from the conclusion of ensuing Annual General Meeting till theconclusion of the Twenty sixth AGM of the Company to be held in the year 2022 atremuneration as may be decided by the Board.
35. AUDITORS' OBSERVATION & REPORT:
The observation made in the Auditors' Report read together with relevant notes thereonare self-explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.
36. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors has appointedM/s. Komal Deshmukh & Associates Practicing Company Secretaries for conductingSecretarial Audit of the Company for the financial year 2017-2018.
The Secretarial Audit Report for the year ended on 31st March 2017 isannexed herewith as "Annexure B".
Board's Reply of the comments in the Secretarial Audit Report:
|The Company has not appointed internal auditor for the financial year under review. ||The Company will finalize the said appointment in the current financial year 2017-2018. |
|The website of the Company is not updated. The website does not have details of financial data policies as required under Clause 33 34 and 43 of the SME Listing Agreements. ||The Company is in process of updating the website and will update the details as required under SME Listing Agreements. |
|The Composition of the Board is not in consonance with Sec 152 (6) & (7) of the Companies Act 2013. ||The Board has taken on record observation made by Secretarial Auditor and will take the necessary action. |
|Company does not have Company Secretary ||The Company is looking for proper candidature for filling up the position of Company Secretary |
37. EXTRACT OF THE ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as "AnnexureC" to this Report.
The Board of Directors wish to acknowledge the continued support and co-operationextended by the Securities and Exchange Board of India Reserve Bank of India StockExchanges Ministry of Corporate Affairs Forward Markets Commission other governmentauthorities Bankers material suppliers customers and other stakeholders for theirsupport and guidance.
Your Directors would also like to take this opportunity to express their appreciationfor the dedicated efforts of the employees of the Company at all the levels.
The Board is also indebted to the RBI and other regulatory authorities variousfinancial institutions Banks for their valuable support and guidance to the company fromtime to time.
| ||On behalf of Board of Directors of |
| ||Money Masters Leasing & Finance Limited |
| ||Sd/- |
|Place: Mumbai ||Hozef Darukhanawala |
|Date: May 29 2017 ||Managing Director |