Your Directors take pleasure in presenting the 28th Annual Report of OptimusFinance Limited the "Company" on business and operations of Company alongwith the audited financial statements for the financial year ended 31st March2019.
01. FINANCIAL HIGHLIGHTS
The Company's financial performance for the year ended 31st March 2019 issummarized below:
| || || || ||(र in Lakh) |
|Particulars || |
| ||2018- 19 ||2017- 18 ||2018- 19 ||2017- 18 |
|Revenue from Operations ||292.33 ||291.70 ||6017.53 ||3599.88 |
|Other Income ||Nil ||0.14 ||125.94 ||19.28 |
|Total Revenue ||292.33 ||291.84 ||6143.47 ||3619.16 |
|Less: Expenses before Finance || || || || |
|Cost and Depreciation ||185.62 ||228.55 ||5641.53 ||3368.75 |
|Less: (a) Finance Cost ||42.54 ||49.66 ||86.54 ||64.25 |
|(b) Depreciation ||0.01 ||0.01 ||15.71 ||10.31 |
|Profit /(Loss) before Tax ||64.16 ||13.62 ||399.69 ||175.85 |
|Less: Tax Expenses || || || || |
|Current Tax ||16.30 ||3.78 ||41.33 ||16.60 |
|Deferred Tax ||2.57 ||2.14 ||2.72 ||4.32 |
|MAT Credit Entitlement ||Nil ||(3.78) ||Nil ||(3.78) |
|Income Tax earlier year ||0.55 ||Nil ||0.55 || |
|Profit/(loss) for the year ||44.74 ||11.48 ||355.09 ||158.71 |
02. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
The Company is engaged in the business of Loan and investment. Its Subsidiarynamely Maximus International Limited a marketing distribution & sourcing Company isin the business of importing and exporting lubricant oils different types of base oilsand other chemical products used mainly in the Automobile Industry Power Industry andMetal manufacturing among others. Its's Sub Subsidiary Companies namely Maximus Global FZEand MX Africa Limited engaged in the similar activity.
The Total revenue from operations on a standalone basis for the Current year is` 292.33 Lakh in comparison to Last year's revenue i.e. ` 291.70 Lakh.
The Total revenue from operations on a consolidated basis for the Current yearis ` 6017.53 Lakh in comparison to Last year's revenue i.e. ` 3599.88 Lakh.
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
Following material changes and commitments afiecting the financial position of theCompany occurred between the ends of the financial year of the Company to which thisfinancial statement relate and on the date of this report.
Resignation of Director:
Mr. Murali Krishnamoorthy (DIN: 06929357) has resigned from the post of non- executiveChairman and Independent Director of the Company with effect from 16th May2019. Mrs. Mansi Desai (DIN: 07289820) has resigned from the post of non- executiveIndependent Director of the Company with effect from 13th August 2019.
Appointment of Director:
The Board at its meeting held on 13th August 2019 appointed Ms. JigishaThakkar (DIN: 08536332) as an Additional Director in the category of non-executiveIndependent Director of the Company.
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 2019 the Company does not proposeto carry any amount to Reserve Account.
06. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of your Company and its subsidiaries are preparedin accordance with applicable provisions of the Companies Act 2013 Indian AccountingStandard (Ind AS 110) issued by the Institute of Chartered Accountants of India aswell as the SEBI (LODR) Regulations 2015 together with Auditors' Report thereon form partof this Annual Report.
Your Company being a Non-Systemically Important non-deposit taking NBFC has compliedwith all applicable regulations of the Reserve Bank of India (RBI). As per Non-BankingFinance Companies RBI Directions 1998 the Directors hereby report that the Company didnot accept any public deposits during the year and did not have any public depositsoutstanding at the end of the year. During the year under review your Company has notaccepted any deposit from anyone within the meaning of Section 73 of the Companies Act2013 and Companies (Acceptance of Deposit) Rules 2014.
08. DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS
Directors retiring by rotation:
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.
Appointment of Independent Director:
The Board through Circular Resolution dated 03.12.2018 provisionally appointed Mr.Niharkumar Naik as Additional Director (in the category of non-executive IndependentDirector) on the Board from the date on which he will be allotted Director IdentificationNumber (DIN) by the Ministry of Corporate Affairs New Delhi and accordingly he shallhold his office from that date onwards up to the next Annual General Meeting to be heldpertaining to the financial year ending on 31st March 2019 and he has beenappointed w.e.f. 12.12.2018 as an Additional Director (in the category of non-executiveIndependent Director) as he has been allotted Director Identification Number (DIN) by theMinistry of Corporate Affairs New Delhi.
The Board at its meeting held on 9th February 2019 provisionallyappointed Mr. Vinay Pandya as Additional Director (in the category of non-executiveIndependent Director) on the Board from the date on which he will be allotted DirectorIdentification Number (DIN) by the Ministry of Corporate Affairs New Delhi andaccordingly he shall hold his office from that date onwards up to the next Annual GeneralMeeting to be held pertaining to the financial year ending on 31st March 2019 and he hasbeen appointed w.e.f. 20th February 2019 as an Additional Director (in thecategory of non-executive Independent Director) as he has been allotted DirectorIdentification Number (DIN) by the Ministry of Corporate Affairs New Delhi.
Resignation of Independent Director:
During the year under review Mr. Gaurang Sanghavi (DIN: 02137663) has resigned fromthe post of Independent Director of the Company with effect from 29th May2018. The Board expresses its sincere appreciation for his services rendered to theCompany as a Director of the Company. During the year under review Mr. Vikesh Jain (DIN:07630501) has resigned as Independent Director from the Board of Directors of the Companyw.e.f. 26th December 2018. The same was considered and approved by the Boardof Directors of the Company through Resolution passed by Circulation on 01stJanuary 2019. The Board expresses its sincere appreciation for his services rendered tothe Company as a Director of the Company.
KEY MANAGERIAL PERSONNEL
During the year under review Mr. Deepak Raval has resigned as Chief Executive Officerof the Company w.e.f. 26th December 2018. The same was considered and approvedby the Board of Directors of the Company through Resolution passed by Circulation on 01stJanuary 2019.
Mr. Deepak Raval Director had attracted dis-qualification under Section 164(2)(a) readwith Section 167(1)(a) of the Companies Act 2013 and accordingly he ceased to continueas Director of the Company with effect from 30.09.2017 as per the MCA press release dated5th September 2017 and his DIN: 01292764 was deactivated. Mr. Deepak Raval thenapproached the Hon'ble Gujarat High Court Ahmedabad and filed Petition vide Special CivilApplication-Number 6824 of 2018 challenging the action of the MCA/ROC Gujarat atAhmedabad. The Hon'ble Gujarat High Court Ahmedabad was pleased to pass the Judgment on18th December 2018 stating that the Petition filed by Mr. Deepak Raval (DIN:01292764) is allowed the List notified by the MCA/ROC is quashed and the Respondents i.e.Union of India and the ROC Ahmedabad is directed to activate the Director IdentificationNumber (DIN) of Mr. Deepak Raval and thereupon the Ministry of Corporate Affairs (MCA)reactivated his DIN: 01292764. Accordingly with effect from 26th December2018 the Board of Directors of the Company had restored the original designation of Mr.Deepak Raval as Whole time Director of the Company.
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. Theformation and term of reference of various Committees are also given in the CorporateGovernance Report.
The requisite certificate from M/s. H. M. Mehta & Associates Practising CompanySecretaries confirming compliance with the conditions of corporate governance asstipulated under the Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is attached to the Corporate Governance Report.
10. DECLARATION BY INDEPENDENT DIRECTORS
Independent Directors of the Company have given their respective declaration asrequired under Section 149(7) of the Companies Act 2013 to the effect that they meet thecriteria of independence as provided in Section 149(6) of the Companies Act 2013.
11. REMUNERATION POLICY
The Company follows a policy on remuneration of Directors and Senior ManagementEmployees. The policy is approved by the Nomination and Remuneration Committee and theBoard. This policy is posted on the website of Company. The web-Link for the same ishttp:// www.optimusfinance.in/wp-content/uploads/2019/07/Nomination-and-Remuneration-Policy.pdf
12. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that- i) in the preparation of the annual accounts the applicableaccounting standards have been followed and there are no material departures; ii) theyhave selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year and of the profit of theCompany for that perid; iii) they have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother 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 and suchfinancial controls are adequate and operating effectively; vi) they have devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
Provisions of Section 135 of the Companies Act 2013 relating to the Corporate SocialResponsibility initiatives are not applicable to the Company.
14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained on a quarterlybasis for the transactions which are of a foreseen and repetitive nature. A statementgiving details of all related party transactions is placed before the Audit Committee andthe Board of Directors for their approval on a quarterly basis.
There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea 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 Form AOC-2 annexed as Annexure: 2 and the same forms part ofthis report.
The policy on Related Party Transactions as approved by the Board has been uploaded onthe Company's website. The web-link for the same is http://www.optimusfinance.in/wp-content/uploads/2017/08/Policy-on-Related-Party-Transactions.pdf
15.1 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 (AGM) held on 26thSeptember 2015 i.e. up to the conclusion of the AGM to be held in relation to thefinancial year ending on 31st March 2020 subject to ratification of theirappointment by Members at every AGM if so required under the Act. The requirement toplace the matter relating to appointment of auditors for ratification by Members at everyAGM has been done away by the Companies (Amendment) Act 2017 with effect from 7thMay 2018. Accordingly no resolution is being proposed for ratification of appointment ofstatutory auditors at the ensuing AGM and a note in respect of same has been included inthe Notice for this AGM.
15.2 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 Section204 of the Companies Act 2013 and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 for the Financial Year 2018-19. The Secretarial AuditReport is annexed herewith as Annexure: 3.
15.3 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.
16. 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:3 which forms part of this report.
17. PARTICULARS OF LOANS GUARANTEES OR
INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT 2013
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Note No: 30 to the Financial Statements.
18. 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. In compliance with section 134(3)(a)of the Companies Act 2013 MGT 9 is uploaded on Companies website and can be accessed athttp://www.optimusfinance.in/wp-content/ uploads/2019/08/Form-MGT-9-2018-19.pdf
19. 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.
20. STATEMENT CONCERNING DEVELOPMENT AND
IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
The Company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence are very minimal.
21. 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.
22. PARTICULARS OF EMPLOYEES AND RELATED
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 anyemployee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) ofCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014.
23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. The Company did not receive any sexual harassment complaint/s during the periodunder review. A copy of the said policy is available on the website of the Company. Theweb link for the same is http:// www.optimusfinance.in/wp-content/uploads/2019/07/ P ol ic y- o n -P r ev e n ti o n -o f -S e x ua l - H a r a s s m en t - a t -Workplace.pdf
24. 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 neitherearned nor used any foreign exchange during the year under review.
25. 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 is notrequired.
26. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has established a Vigil Mechanism and adopted a vigil mechanism policy forits directors and employees in order to ensure that the activities of the Company and itsemployees are conducted in a fair and transparent manner by adoption of highest standardsof professionalism honesty integrity and ethical behavior. This policy is posted on thewebsite of Company. The web-Link for the same ishttp://www.optimusfinance.in/wp-content/uploads/2017/08/Whistle-Blower-Policy.pdf
27. ANNUAL EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations.
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.
The above criteria are based on the Guidance Note on Board Evaluation issued by theSecurities and Exchange Board of India on January 5 2017.
In a separate meeting of independent directors performance of non-independentdirectors the board as a whole and the Chairman of the Company was evaluated taking intoaccount the views of executive directors and nonexecutive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc. In theboard meeting that followed the meeting of the independent directors and meeting ofNomination and Remuneration Committee the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.
28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulated underRegulation 34(2)(e) of the SEBI (Listing Obligation and Disclosure Requirement) Regulation2015 is presented in Annexure:6 and the same is for the part of this report.
29. 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.
30. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
As on 31st March 2019 your Company has following subsidiary /sub-subsidiary and Associate:
1. Maximus International Limited (Subsidiary Company)
2. Maximus Global FZE (Sub-subsidiary incorporated outside India - Wholly ownedSubsidiary of Maximus International Limited- in Sharjah-UAE)
3. MX Africa Limited (Sub-subsidiary incorporated outside India - Wholly ownedSubsidiary of Maximus International Limited- in Nairobi- Kenya)
4. Pacific Lubricants LLC ( Associate of Maximus Global FZE - in RAK-UAE) The statementcontaining salient features of financial performance of Subsidiaries in Form AOC-1 isfurnished in Annexure:7 and 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.
| || |
By Order of the Board of Directors
| || |
For Optimus Finance Limited
|Place: Registered Office: || || |
|504A OZONE || || |
|Dr. Vikram Sarabhai Marg ||SD/- ||SD/- |
|Vadi-Wadi ||Niharkumar Naik ||Vinay Pandya |
|Vadodara-390003 ||Additional Director ||Additional Director |
|Date: 13.08.2019 ||DIN: 08302107 ||DIN: 08368828 |