Oracle Credit Limited
Your Directors have pleasure in presenting the 30th Annual Report on thebusiness and operations of the Company together with the audited Financial Statements ofthe Company for the financial year ended March 31 2020.
A summary of the financial performance of the Company during the financial year 2019-20along with previous year figures are given below:
|PARTICULARS ||FY 2019-20 ||FY 2018-19 |
|Total Income ||2931811 ||2687109 |
|Profit before Tax ||1676228 ||1417215 |
|Less: Tax Expense ||425559 ||368250 |
|Profit for the year ||1250669 ||1048965 |
|Other Compressive Income/(Loss) for the year ||- ||- |
|net of Income Tax || || |
|Total Comprehensive Income ||1250669 ||1048965 |
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 92 and 134 of the Companies Act 2013 read withthe allied Rules an extract of Annual Return in the prescribed Form MGT-9 is annexed tothis Report as Annexure-I.
NUMBER OF BOARD MEETING
The Board of Directors of the Company meets at regular intervals to take businessdecisions and to discuss the performance of the Company. During the financial year endedMarch 31 2020 the Board of Directors met Seven times viz. on 29/05/2019 27/08/201914/09/2019
24/10/2019 20/11/2019 09/12/2019 and 29/01/2020. The maximum interval between any twomeetings was not more than one hundred and twenty days.
Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of theCompanies Act 2013 the Directors hereby confirm that:
i. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
ii. they have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit and loss of 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 Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
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 andthat such internal financial controls are adequate and are operating effectively;
vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
During the year under review no incident of fraud has been reported by the Auditors tothe Audit Committee pursuant to the provisions of Section 143(12) of the
Companies Act 2013.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received the Declaration of Independence from its Independent Directors
i.e. Mr. Girish Chand Jain (DIN: 00266932) and Mr. Surinder Kumar Nagpal (DIN:01171148) confirming that they meet the criteria of independence as provided in section149(6) of the Companies Act 2013 read with Regulations 16 of SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 and that they are not
disqualified from continuing their appointment as Independent Director.
The Company has received requisite annual declarations/confirmations from all theaforesaid Independent Directors. The Board of Directors of the Company is of the view thatIndependent Directors fulfill the criteria of independence and they are independent fromthe management of the Company.
The Company has adopted requisite steps towards the inclusion of the names of allIndependent Directors in the data bank maintained with the Indian Institute of CorporateAffairs Manesar ('IICA'). Accordingly the Independent Directors of the Company haveregistered themselves with the IICA for the said purpose and will appear for the onlineproficiency test of IICA if applicable.
NOMINATION AND REMUNERATION POLICY
The Company's Policy on Director's appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a Director and othermatters as provided under Section 178(3) of the Companies Act 2013 can be accessed on theCompany's website at http://www.oraclecredit.co.in/pdf/policies/Nomination%20and%20Remuneration%20Polic y.pdf.
The Objective of the Policy is to ensure that
1. The level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully.
2. Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks and
3. Remuneration to Directors Key Managerial Personnel and Senior Management involves abalance between fixed and incentive pay reflecting short and long term performanceobjectives appropriate to the working of the Company and its goals.
RESPONSE TO AUDITORS' REMARKS
There is no qualification reservation adverse remark or disclaimer made by M/s. JainArun & Co. Chartered Accountant Statutory Auditor of the Company and M/s Siddiqui& Associates Company Secretaries Secretarial Auditor of the Company in their Reportfor the financial year 2019-20.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
The Company being a Non-Banking Finance Company registered with the Reserve Bank ofIndia and engaged in the business of giving loans is exempt from complying with theprovisions of Section 186 of the Companies Act 2013 in respect of loans guarantees andsecurity provided by it. Accordingly the disclosures of the loans and guarantees given asrequired under the aforesaid Section have not been given in this Report. Further theCompany has not made any investments attracting the provisions of Section 186 of theCompanies Act 2013 during the year under review.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review all the contract or arrangement entered into by theCompany if any with its related parties were in ordinary course of business and on arm'slength.
Accordingly the disclosure in Form AOC-2 as prescribed under Section 134 of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 is not required andhence the same is not attached with this Report. Details of transactions with relatedparties have been provided in the notes to the Financial Statements of the Company.
Related Party Transactions Policy can be accessed at
STATE OF COMPANY'S AFFAIRS
During the year under review total revenue of the Company increased to Rs. 2931811/-as compared to Rs. 2687109/- during the financial year 2018-19 registering an increaseof 9.11%. The Net Profit after Tax of the Company has also increased to Rs. 1250669/- ascompared to Rs. 1048965/- during the financial year 2018-19 registering a growth of19.23%.
TRANSFER TO RESERVES
The Board of Directors of the Company in its Meeting held on July 252020 resolved notto transfer any amount to General Reserve. Details of the amount transferred by theCompany to RBI Reserve Fund Account as per the provisions of Section 45-IC of the ReserveBank of India Act 1934 are given in the Financial Statements of the Company for the yearended March 31 2020 forming part of this Annual Report.
The Board of Directors of the Company deems it appropriate to preserve the financialresources of the Company for its future activities and therefore did not recommend anydividend on the Equity Shares for the financial year ended March 31 2020.
MATERIAL CHANGES AND
COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year to which FinancialStatements relate i.e. March 31 2020 and the date of this Report.
CONSERVATION OF ENERGY
TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company being a Non-Banking Finance Company (NBFC) does not have any manufacturingactivity. Thus the provisions related to conservation of energy and technology absorptionare not applicable on the Company. However the Company makes all efforts towardsconservation of energy protection of environment and ensuring safety.
Further the Company does not have any foreign exchange earnings and outgo.
RISK MANAGEMENT POLICY
Pursuant to the provisions of Section 134(3)(n) of the Companies Act 2013 the Companyhas a structured Risk Management Policy duly approved by the Board of Directors. The RiskManagement process is designed to safeguard the Company from various risks throughadequate and timely actions. It is designed to anticipate evaluate and mitigate risks inorder to minimize its impact on the business of the Company. The potential risks areintegrated with management process such that they receive the necessary considerationduring the decision making. It has been dealt in greater detail in Management Discussionand Analysis Report annexed to this Report.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of Section 135(1) of the Companies Act 2013 the provisionsrelated to Corporate Social Responsibility (CSR) are applicable on companies having networth of rupees five hundred crore or more; or turnover of rupees one thousand crore ormore; or a net profit of rupees five crore or more.
The present financial position of the Company does not make it mandatory for theCompany to undertake CSR initiatives or to formulate CSR Policy during the Financial Yearended March 31 2020. The Company will constitute CSR Committee develop CSR Policy andimplement the CSR initiatives whenever the same becomes applicable on the Company.
ANNUAL PERFORMANCE EVALUATION
In compliance with the provisions of the Act and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the performance evaluation was carried out asunder:
In accordance with the criteria suggested by the Nomination and Remuneration Committeethe Board of Directors evaluated the performance of the Board having regard to variouscriteria such as Board composition Board processes Board dynamics etc. The IndependentDirectors at their separate meeting also evaluated the performance of the Board as awhole based on various criteria. The Board and the Independent Directors were of the viewthat performance of the Board of Directors as a whole was satisfactory.
Committees of the Board The performance of the Audit Committee the Nomination andRemuneration Committee and the Stakeholders Relationship Committee was evaluated by theBoard having regard to various criteria such as committee
composition committee processes
committee dynamics etc. The Board was of the view that all the committees were
performing their functions satisfactorily.
In accordance with the criteria suggested by the Nomination and Remuneration Committeethe performance of each director was evaluated by the entire Board of
Directors (excluding the director being evaluated) on various parameters. IndependentDirectors at their separate meeting have evaluated the performance of Non-independentDirectors and the Board as a whole; and of the Chairman of the Board taking into accountthe views of other Directors; and assessed the quality quantity and timeliness of flow ofinformation between the Company's Management and the Board that is necessary for the Boardto effectively and reasonably perform their duties. The Board and the IndependentDirectors were of the view that performance of the all the Directors as a whole wassatisfactory.
The evaluation framework for assessing the performance of the Directors includes thefollowing broad parameters:
Attendance of Directors in various meetings of the Board and its Committees;
Effective participation in decision making process;
Objectivity and independence;
Level of awareness and understanding of the Company's business;
Professional conduct of the directors in various meetings of the Board and itscommittees;
Compliance with the Code of Conduct of the Company;
Ability to act in the best interest of the Company.
SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
As on March 31 2020 the Company does not have any Subsidiary Associate or JointVenture Company.
CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY
During the financial year ended March 31 2020 there has been no change in the natureof business activities of the Company.
Officer of the company w.e.f. January 18 2020.
ii. At the 29th AGM Mr. Surinder Kumar Nagpal (DIN: 01171148) and Mr. Girish ChandJain (DIN: 00266932) were reappointed as Independent Directors of the Company for anotherterm of 5 (five) years w.e.f. 19th September 2019
Pursuant to the provisions of Section 152 of the Companies Act 2013 and the Articlesof Association of the Company Mrs. Meena Jain (DIN: 00209017) will retire by rotation atthe ensuing Annual General Meeting of the Company and being eligible offers herself forre-appointment.
Mr. Ashok Kumar Jain (DIN: 00091646) Managing Director of the company has beenre-appointed based on the recommendation of Nomination and Remuneration Committee andapproval of the Board of Directors of the company for the further term of 5 consecutiveyears w.e.f. 30 October 2019 to 29 October 2024 subject to approval of members at theensuing annual general meeting.
None of the Directors of the Company are disqualified under the provisions of Section164(2) of the Companies Act 2013.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Following are the details of Directors and Key Managerial Personnel (KMP) of theCompany as on March 31 2020:
|S.No. ||Name of the Director/ KMP ||Designation |
|1. ||Mr. Ashok Kumar Jain ||Managing Director |
|2. ||Mrs. Meena Jain ||Non-Executive Non-Independent Director |
|3. ||Mr. Girish Chand Jain ||Non-Executive Independent Director |
|4. ||Mr. Surinder Kumar Nagpal ||Non-Executive Independent Director |
|5. ||Mr. Girish Kumar ||Chief Financial Officer |
During the year under review following changes took place in the Board of Directors andKey Managerial Persons:
i. Ms. Kalpana resigned from the post of Company Secretary and Compliance
The Company being a Non-Deposit accepting Non- Banking Finance Company has notaccepted/ invited any deposits from the public during the financial year ended March 312020 in terms of the provisions of Chapter V of the Companies Act 2013 read with theallied Rules and the Directions issued by Reserve Bank of India for NonDeposit acceptingNon-Banking Finance Companies and shall not accept any deposits from the Public withoutobtaining the prior approval of RBI.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL
During the financial year 2019-20 there were no significant and material orders passedby the Regulators or Courts or Tribunals which would impact the going concern status ofthe Company and its future operations.
INTERNAL FINANCIAL CONTROLS
The Company has laid proper and adequate systems of internal financial controlcommensurate with the size of its business and nature of its operations with regard to thefollowing-
i. Systems have been laid to ensure that all transactions are executed in accordancewith management's general and specific authorization.
ii. Systems and procedures exist to ensure that all transactions are recorded asnecessary to permit preparation of financial statements
in conformity with generally accepted accounting principles or any other criteriaapplicable to such statements and to maintain accountability for aspects and the timelypreparation of reliable financial information.
iii. Access to assets is permitted only in accordance with management's general andspecific authorization. No assets of the Company are allowed to be used for personalpurposes except in accordance with terms of employment or except as specificallypermitted.
iv. The existing assets of the Company are verified/ checked at reasonable intervalsand appropriate action is taken with respect to any differences if any.
v. Proper systems are in place for prevention and detection of frauds and errors andfor ensuring adherence to the Company's policies.
DISCLOSURE UNDER SECTION 197 OF THE COMPANIES ACT 2013 READ WITH THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014 The Disclosure requiredunder Section 197(12) of the Companies Act 2013 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed herewith asAnnexure-II.
The Audit Committee of the Company is duly constituted in accordance with theprovisions of Section 177 of the Companies Act 2013 and other applicable laws. AllMembers of the Committee are persons with ability to read and understand the financialstatement. As on March 31 2020 the Audit Committee of the Company comprises of twoIndependent Directors i.e. Mr. Girish Chand Jain as Chairman and Mr. Surinder Kumar Nagpalas a Member and one Director Mr. Ashok Kumar Jain as a Member.
The Chairman of the committee was present at the 29th Annual GeneralMeeting. The terms of reference of the Audit Committee is as set out in Section 177 of theCompanies Act 2013 and other applicable laws.
The Committee inter-alia reviews the adequacy of Internal Financial Controls and
Financial Statements before they are submitted to the Board for their approval. All therecommendations made by the Members of the Audit Committee were accepted by the Board ofDirectors.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration
Committee of the Company is constituted in line with the provisions Section 178 of theCompanies Act 2013. As on March 31 2020 the Nomination and Remuneration
Committee of the Company comprises of two Independent Directors i.e. Mr. Surinder KumarNagpal as a Chairman and Mr. Girish Chand Jain as Member and one NonExecutive DirectorMrs. Meena Jain as a Member.
The Committee inter-alia identify persons who are qualified to become directors and whomay be appointed in senior
management shall carry out evaluation of every director's performance formulate thecriteria for determining qualifications positive attributes and independence of adirector and recommend to the Board a policy relating to the remuneration for thedirectors key managerial personnel and other employees.
The Stakeholders' Relationship committee is constituted in line with the provisions ofsection 178 of the Companies Act 2013. As on March 31 2020 the Stakeholders'
Relationship committee of the Company comprises of two Non- Executive Directors i.e.Mrs. Meena Jain as Chairman Mr. Girish Chand Jain as a Member and one Executive DirectorMr. Ashok Kumar Jain as a Member. The Committee inter-alia consider and resolve thegrievances of security holders of the Company including redressal of investor complaintssuch as transfer of securities non-receipt of dividend / notice / annual reports etc.
Pursuant to the provisions of Section 177 of the Companies Act 2013 read with theCompanies (Meetings of Board and its Powers) Rules 2014 the Company has formulated a'Whistle Blower Policy' for the Directors and Employees to report genuine concerns orgrievances about unethical behaviour actual or suspected fraud or violation of theCompany's Code of Conduct and provides safeguard against victimization of director oremployees or any other person who avail the mechanism and also provide for direct accessto the Chairman of the Audit
Committee in exceptional cases. The same is also uploaded on the website of the Companyat http://www.oraclecredit.co.in/pdf/Vigil%20M echanism.pdf.
During the year under review no complaints have been received by the Company from anywhistle blower.
In terms of provisions of Section 139 of the Companies Act 2013 the Members of theCompany at 27th Annual General Meeting (AGM) of the Company held on July 262017 had appointed M/s. Jain Arun & Co. Chartered Accountant (Firm Registration No.011158N) as Statutory Auditors of the Company for a period of five years to hold officeuntil the conclusion of 32nd AGM subject to ratification by Members of theCompany at each AGM.
The companies Amendment Act 2017 had omitted the requirement of ratification ofappointment of statutory auditors at every AGM which became effective from May 07 2018.Hence ratification of appointment of M/s. Jain Arun & Co. as Statutory Auditors is notrequired.
M/s Multi Associates Chartered Accountants New Delhi (Firm Registration No. 509955C)was appointed as Internal Auditor of the Company pursuant to the provisions of Section 138of the Companies Act 2013 read with the Rule 13 of the Companies (Accounts) Rules 2014.The Report of the Internal Auditors is reviewed by the Audit Committee.
M/s Siddiqui & Associates Company Secretaries was appointed as Secretarial Auditorof the Company pursuant to the provisions of Section 204 of the Companies Act 2013 readwith the Rules framed thereunder.
The Secretarial Audit Report in Form MR-3 for the financial year ended March 31 2020is annexed herewith as Annexure-III.
COMPLIANCE WITH SECRETARIAL STANDARDS
Pursuant to Secretarial Standard issued by the Institute of Company Secretaries ofIndia company has complied with the applicable secretarial standard i.e. SS-1 & SS-2(Meetings of Board of Directors & General Meetings) respectively during the yearunder review.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the Financial Year 2019-20 asrequired under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is annexed to this Report as Annexure-IV.
As per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Corporate Governance provisions as specified in Regulation 17 to27 clauses (b) to (i) of Regulation 46(2) and Paragraph C D and E of Schedule V are notapplicable on the companies whose paid- up share capital and net worth is less than RupeesTen Crore and Rupees Twenty Five Crore respectively.
Since the paid-up share capital and net worth of the Company is less than the aforesaidthreshold limit the Company is not required to comply with the above mentioned CorporateGovernance provisions.
DISCLOSURE UNDER SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION
PROHIBITION AND REDRESSAL) ACT 2013 READ WITH ALLIED RULES During the year underreview the company had less than ten employees. Hence the company is not required toconstitute Internal Complaint Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibitions and Redressal) Act 2013. Further no complaint has been receivedby the company during the year under the said Act.
DISCLOSURE PERTAINING TO
MAINTENANCE OF COST RECORD PERSUANT TO SECTION 148(1) OF THE COMPANIES ACT 2013
The company is not required to maintain Cost Records as specified u/s 148(1) of theCompanies Act 2013 read with the applicable rules thereon for the Financial Year 2018-19.Hence the clause is not applicable to the Company.
During the financial year 2019-20 there has been no change in the share capital of theCompany. The Paid-up Share Capital of the Company as on March 31 2020 stands at Rs.55500000 comprising of 5550000 Equity Shares of Rs. 10/- each.
The Listing Fees for the financial year 202021 has been paid by the Company to BSELimited i.e. the Stock Exchange where shares of the Company are listed.
The Directors place on record their sincere thanks and appreciation for the continued
services of the employees who have largely contributed to the efficient management ofthe Company. The Directors also place on record their appreciation for the support fromthe Government of India the Reserve Bank of India the Securities and Exchange Board ofIndia the Stock Exchange Investors Lenders and other regulatory authorities.
| ||For and on behalf of Board of Directors of |
| ||Oracle Credit Limited |
|Place: New Delhi || |
|Date: 29.08.2020 || |