Your Directors take great pleasure in presenting the 26th Annual Report of OptimusFinance Limited the "Company" on business and operations of Company alongwith the audited financial statements for the financial year ended 31st March2017.
01. FINANCIAL HIGHLIGHTS
The Company's financial performance for the year ended 31st March 2017 issummarized below:
(Amount in Lacs)
|Particulars ||2016- 17 ||2015- 16 |
|Revenue from Operations ||443.22 ||189.44 |
|Other Income ||0.53 ||0.31 |
|Total Revenue ||443.75 ||189.75 |
|Less: Expenses before Finance || || |
|Cost and Depreciation ||380.62 ||211.76 |
|Less: (a) Finance Cost ||30.90 ||10.50 |
|(b) Depreciation ||0.01 ||0.00 |
|Profit /(Loss) before Tax ||32.22 ||(32.50) |
|Less: Tax Expenses || || |
|Current Tax ||6.84 ||Nil |
|Tax adjustment for earlier year ||Nil ||4.92 |
|Deferred Tax ||(4.88) ||Nil |
|MAT Credit Entitlement ||(6.84) ||Nil |
|Profit/(loss) for the year ||37.10 ||(37.42) |
02. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
The Company is engaged in the business of Loan and investment activities.
The Total revenue for the Current year is Rs. 443.75 Lacs in comparison to Lastyear's revenue i.e. Rs. 189.75 Lacs.
During the year under review there has been no change in the nature of the business ofthe Company. Further there were no significant and material orders passed by theregulators or courts or tribunals impacting the going concern status and Company'soperations in future.
03. MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments afecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statement relateon the date of this report.
The Management has considered it prudent to plough back the profits into the businessin view of proposed working capital requirement for future growth prospects as such yourDirectors have decided not to recommend any dividend for the year.
05. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT 2013
For the financial year ended 31st March 2017 the Company does not proposeto carry any amount to Reserve Account.
06. SHARE CAPITAL
The paid up share capital of the Company has been increased from Rs. 35723000/- toRs. 55723000/- pursuant to allotment of 2000000 (Twenty Lacs) Equity Shares of theface value of Rs. 10/- each at a Price of Rs. 30/ - per equity share aggregating to Rs.60000000/- (Rupees Six Crore Only) against conversion of 2000000 Convertible EquityWarrants of the face value of Rs. 10/- each issued at a Price of Rs. 30/- per warrantincluding premium of Rs. 20/-per warrant on a preferential basis.
The Company has not accepted any deposits during the year.
08. DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Deepak Raval Whole time Director of the Company retiresby rotation and offers himself for re- appointment.
Pursuant to the provisions of Sections 149 150 152 and other applicable provisions ofthe Companies Act 2013 and the rules made there under read with Schedule IV to theCompanies Act 2013 Mr. Vivek jain was appointed as an Additional Director of the Companyw.e.f. 14th December 2016 in the category of Independent Director. Mr. Vivek jain willhold office upto the date of the ensuing Annual General Meeting. The Board proposes toappoint him for a term of 5 (five) consecutive years commencing from 14th December 2016to 13th December 2021 not liable to retire by rotation. Mr. Pankaj Parikh has resignedas Director of the Company with effect from 14th December 2016.
The details of the number of Board Meetings and meetings of various Committees aregiven in the Annexure:1 Corporate Governance Report. The intervening gap betweenthe meetings was within the time period prescribed under the Companies Act 2013.
The formation and term of reference of various Committees are also given in theCorporate Governance Report.
10. DECLARATION BY INDEPENDENT DIRECTORS
Independent Directors of the Company have given their declaration as required underSection 149(7) of the Companies Act 2013 to the effect that they meet the criteria ofindependence as provided in Section 149(6) of the Companies Act 2013.
11. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the
Board of Directors of the Company confirms that- i) in the preparation of the annualaccounts the applicable accounting standards have been followed and there are no materialdepartures; ii) they 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 the Company at the end of the financial year and ofthe profit of the Company for that perid; iii) they have taken proper and sufficient carefor the maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities;
iv) they have prepared the annual accounts on a going concern basis;
v) they have laid down internal financial controls to be followed by the Company andsuch financial controls are adequate and operating effectively;
vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
12. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 are notapplicable.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All contracts / 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 therefore the provisions of Section 188 of the Companies Act 2013 were notattracted.
Further there are no materially significant related party transactions during the yearunder review made by the Company with Promoters Directors or other designated personswhich may have a potential conflict with the interest of the Company at large.
Your Directors draw attention of the members to Note No.27 in the Accounting Policiesto the Financial Statement which sets out related party disclosures as prescribed underAccounting Standard 18. Information on transactions with related parties pursuant toSection 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules2014are given in Annexure: 2 Form AOC-2 and the same forms part of this report.
14.1 STATUTORY AUDITORS
M/s. CNK & Associates LLP Chartered Accountants Vadodara were appointed asStatutory Auditors for a period of 5 years in the Annual General Meeting held on26.09.2015. Their continuance of appointment and payment of remuneration are to beratified and approved in the ensuing Annual General Meeting. The Company has received acertificate from the above Auditors to the effect that if they are reappointed it wouldbe in accordance with the provisions of Section 141 of the Companies Act 2013.
14.2 SECRETARIAL AUDIT
Mr. Hemang M. Mehta Proprietor of M/s. H. M. Mehta & Associates PractisingCompany Secretaries has been appointed as Secretarial Auditors under provisions of Section
204 of the Companies Act 2013 and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 for the Financial Year 2016-17. The Secretarial AuditReport is annexed herewith as Annexure: 3
14.3 INTERNAL AUDITORS
M/s. D. P. Consultancy Accounting Consultants has been appointed as Internal Auditorsunder Section 138 of the Companies Act 2013 read with the Rule 13 of the Companies(Accounts) Rules 2014.
15. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The auditors' report and secretarial auditors' report do not contain anyqualifications reservations or adverse remarks. The report of Secretarial Auditor isgiven as an annexure which forms part of this report.
16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
17. EXTRACT OF ANNUAL RETURN
The Extract of Annual Return as required under section 92(3) of the Companies Act 2013and rule 12(1) of the Companies (Management and Administration) Rules 2014 is furnishedin Annexure: 4 and is attached to this Report.
18. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid in the last year.
19. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY
The Company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence are very minimal.
20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has a formal system of internal control testing which examines both thedesign effectiveness and operational effectiveness to ensure reliability of financial andoperational information and all statutory / regulatory compliances. The Company has astrong monitoring and reporting process resulting in financial discipline andaccountability.
21. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required pursuant to Section197 (12) read with Rule 5 (1) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are providedin the Annexure: 5 of the Annual Report.
The Company has not appointed any employee(s) in receipt of remuneration exceeding thelimits specified under Rule 5 (2) of Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014.
22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
As such there is no woman employee in the Company; an Anti Sexual Harassment Policy inline with the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 is not applicable to the Company.
23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO
Since the Company is not a manufacturing company the information pertaining toconservation of energy technology absorption Foreign exchange Earnings and outgo asrequired under Section 134 (3)(m) of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) Rules 2014 is not applicable to the Company.
The Company has neither earned nor used any foreign exchange during the year underreview.
24. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNALIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
There are no significant material orders passed by the Regulators / Courts / Tribunalwhich would impact the going concern status of the Company and its future operations.
Hence disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules 2014 isnot required.
25. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has framed a Whistle Blower Policy to deal with instances of fraud andmismanagement if any. The details of the Policy are given in the Corporate GovernanceReport and also posted on the website of Company.
26. BOARD EVALUATION
Pursuant to the provisions of Section 134(3)(p) of the Companies Act 2013 mandatesthe Board's performance evaluation for every listed Company . 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 andStakeholder Relationship Committee. The manner in which the evaluation has been carriedout has been explained in the Corporate Governance Report.
27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2)(e) of the SEBI (Listing Obligation and Disclosure Requirement)Regulation 2015 is presented in Annexure:6 and the same is for the part of thisreport.
28. BUSINESS RESPONSIBILITY REPORT (BRR)
The Board of Directors of the Company hereby confirms that according to the provisionsof Regulation 34(2)(f) of the SEBI (Listing Obligation and Disclosure Requirement)Regulation 2015 the report on Business Responsibility Report (BRR) is not mandatorilyapplicable to our Company hence not annexed with Annual Report.
29. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has Subsidiary namely Maximus International Limited having CIN:U51900GJ2015PLC085474 in which it holds 71.07% equity stake. The statement containingsalient features of financial performance of Subsidiary in Form AOC-1 is furnished in Annexure:7and attached to this report.
Your Directors acknowledge the support received from all its Business AssociatesBankers Shareholders and other business constituents.
Your Directors also wish to place on record their appreciation for the continuedco-operation made by employees during the year.
| || ||For and on behalf of the Board of Directors |
| || ||For Optimus Finance Limited |
|Place: || || |
|Registered Office: || || |
|301 Atlantis Heritage ||SD/- ||SD/- |
|Dr. Vikram Sarabhai Marg ||Deepak Raval ||Mansi Desai |
|Vadi-Wadi ||Whole time ||Director |
|Vadodara-390003 ||Director & CS || |
| ||DIN: 01292764 ||DIN: 07289820 |
|Date: 12.08.2017 || || |