Your Directors take pleasure in presenting the 30th Annual Report of Optimus FinanceLimited the "Company" on business and operations of Company along with theAudited Standalone and Consolidated Financial Statements for the Financial Year ended 31stMarch 2021.
01. FINANCIAL HIGHLIGHTS
The financial performance of the Company for the year ended 31st March 2021 on aStandalone and Consolidated basis is summarized below:
(Rs. in Lakh)
|Particulars ||Standalone basis ||Consolidated basis |
| ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Revenue from Operations ||90.41 ||109.80 ||5343.01 ||3196.99 |
|Total Revenue From Operation ||90.41 ||109.80 ||5343.01 ||3196.99 |
|Other Income ||0.27 ||0.94 ||59.32 ||113.38 |
|Total Income ||90.69 ||110.75 ||5402.33 ||3310.37 |
|Finance Cost ||15.25 ||37.40 ||130.88 ||107.22 |
|Fees and Commission Expense ||3.17 ||26.74 ||3.17 ||26.74 |
|Cost of Material Consumed || || ||3403.08 ||2174.80 |
|Purchase Of Stock in trade || || ||363.41 ||384.37 |
|Purchase Of Shares ||33.00 || ||33.00 || |
|Changes in inventories to finished goods stock in trade and Work-in-progress ||(7.82) || ||34.91 ||(148.67) |
|Employee benefits expenses ||30.33 ||27.97 ||462.22 ||196.44 |
|Depreciation amortization and impairment ||0.01 ||0.01 ||125.97 ||47.93 |
|Other expenses ||12.67 ||13.93 ||446.48 ||210.02 |
|Total expenses ||86.60 ||106.04 ||5003.11 ||2998.87 |
|Profit /(Loss) before Tax ||4.08 ||4.71 ||399.22 ||311.50 |
|Less: Tax Expenses || || || || |
|Current Tax ||0.62 ||3.11 ||32.70 ||22.54 |
|Deferred Tax ||0.41 ||0.51 ||8.95 ||17.23 |
|Income Tax Earlier Years ||0.44 || ||1.74 || |
|Profit after tax for the Period ||2.62 ||1.08 ||355.83 ||271.73 |
|Total Other Comprehensive income || || ||(119.49) ||9.04 |
|Total Comprehensive income / (loss) for the Period ||2.62 ||1.08 ||236.34 ||280.76 |
02. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
The Company is engaged in the business of Loan and investment. Its Subsidiary namelyMaximus International Limited a marketing distribution and sourcing Company is in thebusiness of importing and exporting lubricant oils different types of base oils and otherchemical products used mainly in the Automobile Industry Power Industry and Metalmanufacturing among others. It's Step down Subsidiary Companies namely Maximus Global FZE(Sharjah-UAE) and MX Africa Limited (Nairobi-Kenya) having production facilities by theirsubsidiaries in respective locations for lubricant oils various base oils and chemicalproducts.
Standalone Financial Performance:
Total revenue from operations on a standalone basis for the current year is ' 90.41Lakh as against ' 109.80 Lakh in the previous year.
Net profit for the current year is ' 2.62 Lakh as against ' 1.08 Lakh in the previousyear.
Earnings per share stood at ' 0.05 on face value of '10 each.
Consolidated Financial Performance:
Total revenue from operations on a consolidated basis for the current year is ' 5343.01Lakh as against ' 3196.99 Lakh in the previous year.
Net Profit for the current year is ' 355.83 Lakh as against ' 271.73 Lakhs in theprevious year.
Earnings per share stood at ' 3.60 on face value of '10 each.
Effects of COVID -19 on the business of the Company:
In the recent past COVID-19 has already had a significant impact on the globalfinancial markets including India and that this impact has continued in the secondconsecutive year. Second wave of COVID has affected retail & whole sale sectors badly.Therefore the economy has been facing liquidity issues although the Reserve Bank of Indiahas taken sloth of efforts to boost MSME Infrastructure and NBFC sectors.
In the current year since unlock was announced your Company had restarted itsoperations after facing lockdown in the last year. With the ease of lock down yourCompany has commenced its business activities with all due care and observing socialdistancing norms. However the operations of the Company are still not fully geared up andit would take more time in view of the second wave of the COVID.
As such the loan and investment portfolio of the Company largely comprising of groupCompanies there is minimal risk of losses except fall in the fair value / market valueof the assets. Your company has now stopped activities of retail loan segment (vehicleloan). It is felt that in your Company's case such risk is also at very low level. Henceexcept for loss of business opportunities the Company does not foresee any financiallosses during COVID-19 in the current year of operations.
Your Company is optimistic of surge in the economy in near future and expected toperform moderately in the time to come for the reason that Government is successfullydriving its Vaccination program thereby minimizing risk of virus spread in the society.
03. MATERIAL CHANGES AND COMMITMENTS
There has been no material change and commitment affecting the financial performanceof the Company which occurred between the end of the Financial Year of the Company towhich the financial statements relate and the date of this Report except for the impactarising out of COVID- 19 which is detailed elsewhere in 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 your
Directors 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
The Company during the year under review in accordance with Section 45-IC (1) of theReserve Bank of India Act 1934 transferred the amount of Rs. 52316 to Reserve.
06. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of your Company and its subsidiaries are preparedin accordance with Section 133 and other applicable provisions of the Companies Act 2013as well as the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015together with Auditors' Report thereon form part of this Annual Report.
07. SHARE CAPITAL
During the year under review there was no change in Authorized Issued Subscribed andPaid-up Share Capital of the Company. The Company has not issued any equity shares withdifferential rights during the year.
Your Company being a Non-Systemically Important nondeposit taking NBFC has compliedwith all applicable regulations of the Reserve Bank of India (RBI). As per NonBankingFinance 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 not accepted any deposit from anyonewithin the meaning of Section 73 of the Companies Act 2013 and Companies (Acceptance ofDeposit) Rules 2014.
09. DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors:
Director liable to retire by rotation
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Deepak Raval (DIN: 01292764) Whole time Director of theCompany retire by rotation at the ensuing Annual General Meeting ("AGM") of theCompany and being eligible offer himself for re-appointment.
Key Managerial Personnel:
In terms of Section 203 of the Companies Act 2013 the following are the KeyManagerial Personnel of the Company as on 31st March 2021:
Mr. Deepak Raval - Whole time Director & CS
Mr. Paresh Thakkar - Chief Financial Officer
The details of the number of Board Meetings and meetings of various Committees aregiven in the Annexure:1 Corporate Governance Report. The intervening gap between themeetings 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 201 5 is attached to the Corporate Governance Report.
11. DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors of the Company have given their declarations to theCompany under Section 149(7) of the Companies Act 2013 that they meet the criteria ofindependence as provided under Section 149(6) of the Act read with Regulation 16(1) (b) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. There hasbeen no change in the circumstances affecting their status as Independent Directors of theCompany.
12. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
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 ishttps://www.optimusfinance.in/
13. 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 for the Financial Year ended 31st March2021 the applicable accounting standards have been followed and there are no materialdepartures;
ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv) they have prepared the annual accounts for the Financial Year ended 31st March2021 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.
14. 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.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
During the year no transaction with related parties was in conflict with the interestsof the Company. All Related Party Transactions are placed on a quarterly basis before theAudit Committee and before the Board for the noting and approval. Prior omnibus approvalof the Audit Committee and the Board is obtained for the transactions which are of aforeseeable and repetitive nature. The policy on Related Party Transactions as approved bythe Board has been uploaded on the Company's website. The web link for the same ishttps://www.optimusfinance.in/
The particulars of contracts or arrangements with related parties referred to insub-section (1) of Section 188 of the Companies Act 2013 in Form AOC-2 is annexedherewith as Annexure: 2 to this report.
M/s. CNK & Associates LLP Chartered Accountants (Firm Registration. No.101961W/W-100036) ("CNK'') were appointed as Statutory Auditors of the Company by theMembers at the 29th Annual General Meeting ("AGM") held on 30th September 2020for a second term of 5 (five) consecutive years commencing from the conclusion of 29th AGMof the Company until the conclusion of 34th AGM of the Company. As explained in theexplanatory statement to the Notice of AGM CNK vide its letter dated 13th August 2021voluntarily resigned as Statutory Auditors of the Company from Financial Year 2021-22 soas to fall in line with the RBI Circular no. RBI/2021-22/25 Ref No.DoS.CO.ARG/SEC.01/08.91.001/2021-22 dated 27th April 2021 to be read along with FAQissued by Reserve Bank of India on 11th June 2021.
CNK before resigning have completed Audit for the quarter ended on 30th June 2021 andhad issued Limited Review Report for Unaudited Standalone and Consolidated FinancialResults for the Quarter ended on 30th June 2021 in compliance with the SEBI CircularCIR/CFD/CMD1/114/2019 dated as on 18th October 2019.
Based on the recommendation of the Audit Committee the Board of Directors of theCompany at its meeting held on 13th August 2021 noted and accepted the resignation ofCNK. The Board also placed on record its appreciation to CNK for their contribution to theCompany with their audit processes and standards of auditing.
In this regard after obtaining the consent and eligibility certificate under Section 139(1) of the Companies Act 201 3 the Board of Directors of the Company at their meetingheld on 13th August 2021 appointed M/s. Shah Mehta and Bakshi Chartered Accountants(Firm Registration. No. 103824W) as Statutory Auditors of the Company under Section138(8)(i) of the Companies Act 2013 to fill casual vacancy consequent to the resignationof CNK.
As required by Section 139(8)(i) of the Companies Act 201 3 the appointment is alsoto be ratified and approved at a general meeting of the Company. Accordingly the Board ofDirectors recommends the said appointment for the ratification and approval of theshareholders at the ensuing AGM of the Company.
Further the Board on recommendation of the Audit Committee and subject to the approvalof the shareholders approved the appointment of M/s. Shah Mehta and Bakshi CharteredAccountants (Firm Registration. No. 103824W) as Statutory Auditors of the Company for aterm of 5 (five) consecutive years from the conclusion of this 30th AGM till theconclusion of the 35th AGM of the Company to be held in relation to the financial yearending on 31st March 2026 at such remuneration including applicable taxes andreimbursement of out-of-pocket expenses as may be mutually agreed between the Board ofDirectors of the Company and the Statutory Auditors.
Appropriate resolution seeking Members' approval for the appointment of M/s. Shah Mehtaand Bakshi as Statutory Auditors of the Company is appearing in the Notice conveying theensuring AGM of the Company.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules madethere under the Company had appointed Mr. Hemang M. Mehta Proprietor of M/s. H. M. Mehta& Associates Practicing Company Secretaries to undertake the Secretarial Audit of theCompany for the year ended 31st March 2021. The Secretarial Audit Report is annexedherewith as Annexure: 3.
M/s. D. P. Consultancy Accounts 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.
17. 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.
18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
The details of Loans Investments and Guarantees covered under the provisions ofSection 186 of the Companies Act 2013 are given in the Notes to the Financial Statementsforming part of Annual Report.
19. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013 theAnnual Return in the prescribed format is available at https://www.optimusfinance.in/
20. 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.
21. 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.
22. 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 a strongmonitoring and reporting process resulting in financial discipline and accountability.
23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required pursuant to Section 197 (12) read with Rule 5 (1) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are providedin the Annexure: 4 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.
24. 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 https:// www.optimusfinance.in/
25. 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.
26. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGU LATORS / COURTS /TRIBUNALIMPACTIN G 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.
27. 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 is https://www.optimusfinance.in/
28. ANNUAL EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the applicable provisions of the Act and the Listing Regulations the Boardhas carried out an annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Committee Nominationand Remuneration Committee and Stakeholders Relationship Committee. The manner in whichthe evaluation has been carried out has been explained in the Corporate Governance Report.
29. REPORTING OF FRAUDS
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and/or to the Board as required underSection 143(12) of the Companies Act 2013 and the rules made thereunder.
30. 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)Regulation 2015 is presented in Annexure:5 and the same is for the part of this report.
31. 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.
32. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
As on 31st March 2021 your Company has following Subsidiary/Step down Subsidiaries:
1. Maximus International Limited - Subsidiary Company
2. Maximus Global FZE - Step down Subsidiary - in Sharjah - UAE
(Wholly owned Subsidiary of Maximus International Limited)
3. MX Africa Limited - Step down Subsidiary - in Nairobi - Kenya
(Wholly owned Subsidiary of Maximus International Limited)
4. Maximus Lubricants LLC - Step down Subsidiary - in RAK-UAE
(Subsidiary of Maximus Global FZE)
5. Quantum Lubricants (E.A.) Limited - Step down Subsidiary - in Nairobi - Kenya
(Subsidiary of MX Africa Limited)
There are no associates or joint venture companies within the meaning of Section 2(6)of the Companies Act 2013. There has been no material change in the nature of thebusiness of the Subsidiaries/Step down Subsidiaries. Pursuant to the provisions of Section129(3) of the Companies Act 2013 a statement containing salient features of financialperformance of Subsidiaries/Step down Subsidiaries in Form AOC-1 is furnished in Annexure:6 and attached to this report.
33. GREEN INITIATIVES
In commitment to keep in line with the Green Initiatives and going beyond itelectronic copy of the Notice of 30th Annual General Meeting of the Company including theAnnual Report for Financial Year 2020-21 are being sent to all Members whose e-mailaddresses are registered with the Company/ Depository Participant(s).
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 For Optimus Finance Limited
| ||SD/- |
| ||Deepak Raval |
|Date: 13.08.2021 ||Chairman Whole time Director & CS |
|Place: Vadodara ||DIN: 01292764 |