To Dear Members
Your Directors take great pleasure in presenting the 27th Annual Report ofOptimus Finance Limited the Company on business and operations of Companyalong with the audited financial statements for the financial year ended 31stMarch 2018.
01. FINANCIAL HIGHLIGHTS
The Company's financial performance for the year ended 31st March 2018 issummarized below: (Rs in Lakh)
|Particulars || |
| ||2017- 18 ||2016- 17 ||2017- 18 ||2016- 17 |
|Revenue from Operations ||291.70 ||443.22 ||3599.88 ||1462.51 |
|Other Income ||0.14 ||0.53 ||19.45 ||3.71 |
|Total Revenue ||291.84 ||443.75 ||3619.33 ||1466.22 |
|Less:Expenses before Finance || || || || |
|Cost and Depreciation ||227.54 ||380.62 ||3377.10 ||1337.97 |
|Less:(a) Finance Cost ||50.67 ||30.90 ||56.07 ||31.50 |
|(b) Depreciation ||0.01 ||0.01 ||10.31 ||2.85 |
|Profit /(Loss) before Tax ||13.62 ||32.22 ||175.85 ||93.90 |
|Less: Tax Expenses || || || || |
|Current Tax ||3.78 ||6.84 ||16.60 ||28.17 |
|Tax adjustment for earlier year ||Nil ||Nil ||Nil ||(0.04) |
|Deferred Tax ||2.14 ||(4.88) ||4.32 ||(4.63) |
|MAT Credit Entitlement ||(3.78) ||(6.84) ||(3.78) ||(6.84) |
|Profit/(loss) for the year ||11.48 ||37.10 ||158.71 ||77.24 |
02. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S
The Company is engaged in the business of Loan and investment. Its Subsidiary namelyMaximus International Limited a marketing distribution & 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. Its's Sub Subsidiary Company namely Maximus Global FZE engagedin the similar activity.
The Total revenue from operations on a standalone basis for the Current year is `291.70 Lakh in comparison to Last year's revenue i.e. ` 443.22 Lakh.
The Total revenue from operations on a consolidated basis for the Current year is `3599.88 Lakh in comparison to Last year's revenue i.e. ` 1462.51 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 affecting 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.
Appointment of Director:
The Board at its meeting held on 29th May 2018 appointed Mr. MuraliKrishnamoorthy as Additional Director on the Board.
Resignation of Director:
Mr. Gaurang Sanghavi has resigned as Director of the Company with effect from 29thMay 2018.
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 2018 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 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.
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 retiring by rotation:
All the Directors of the Company are Independent Directors so none of the Directorsliable to retire by rotation.
KEY MANAGERIAL PERSONNEL
Mr. Deepak Raval has ceased as Whole time Director of the Company as he is disqualifiedby MCA Notification from being appointed as a Director under Section 164(2) (a) andvacated the office under Section 167(1) (a) of the Companies Act 2013.
Mr. Deepak Raval has been appointed as Chief Executive Officer (CEO) of the Company inthe meeting of Board of Directors held on 10th February 2018.
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 2015 is attached to the Corporate Governance Report.
10. DECLARATION BY INDEPENDENT DIRECTORS
Mr. Vikesh Jain and Mrs. Mansi Desai independent Directors of the Company have giventheir respective declaration as required under Section 149(7) of the Companies Act 2013to the effect that they meet the criteria of independence as provided in Section 149(6) ofthe Companies Act 2013.
11. 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.
12. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE
COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Provisions of Section 135 of the Companies Act 2013 relating to the Corporate SocialResponsibility initiatives are not applicable to the Company.
13. 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 materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe 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) Rules2014 aregiven in Form AOC-2 annexed as Annexure: 2 and the same forms part of this report.
The policy on Related Party Transactions as approved by the Board has been uploaded onthe Company's website.
14. AUDITORS 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 (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. The said Auditors will carry out theAudit pertaining to financial year 2018-19 on the terms of remuneration to be decidedmutually. The Company has received a certificate from the above Auditors to the effectthat they are eligible to continue to act as Auditors of the Company in accordance withthe 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 Section204 of the Companies Act 2013 and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 for the Financial Year 2017-18. 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:3 which forms part of this report.
16. 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: 31 to the Standalone FinancialStatements.
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 OF THE 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 (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
There is no woman employee in the Company. However the Company has in place anAnti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013.
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 neitherearned nor used any foreign exchange during the year under review.
24. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE
REGULATORS / COURTS /TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY'SOPERATION 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 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.
26. BOARD EVALUATION
Pursuant to the provisions of Section 134(3)(p) of the Companies Act 2013 mandates theBoard'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 stipulated underRegulation 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 this report.
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
As on 31st March 2018 your Company has following subsidiary /sub-subsidiary Companies:
1. Maximus International Limited (Subsidiary Company)
2. Maximus Global FZE (Sub-subsidiary incorporated outside India - Wholly ownedSubsidiary of Maximus International Limited) The statement containing salient features offinancial performance of Subsidiaries in Form AOC-1 is furnished in Annexure:7 andattached to this report.
Your Directors acknowledge the support received from all its Business AssociatesBankers Shareholders and other business constituents. Your Directors also wish to placeon record their appreciation for the continued co-operation made by employees during theyear.
For and on behalf of the Board of Directors For Optimus Finance Limited
|Place: Registered Office: || || || |
|504A OZONE ||SD/- ||SD/- ||SD/- |
|Dr. Vikram Sarabhai Marg ||Deepak Raval ||Mansi Desai ||Murali Krishnamoorthy |
|Vadi-Wadi ||CEO & Company Secretary ||Director ||Additional Director |
|Vadodara-390003 || ||DIN: 07289820 ||DIN: 06929357 |
|Date: 11.08.2018 || || || |