Oracle Credit Limited
Your Directors have pleasure in presenting the Twenty- Seventh (27th) Annualreport on the business and operations of the Company together with the Audited FinancialStatements of the Company for the Financial Year ended March 31 2017.
| || ||(Amount in Rs.) |
|PARTICULARS ||2016-17 ||2015-16 |
|Total Revenue ||2602806 ||2515395 |
|Profit before Interest Depreciation and Tax ||603183 ||(1657405) |
|Less: Interest ||-- ||- |
|Depreciation ||19821 ||7678 |
|Tax ||234946 ||2056 |
|Profit/ (Loss) after Tax ||348416 ||(1667139)* |
|Less: Amount transferred to RBI Reserve Fund A/c ||69683 ||- |
|Net Profit/ (Loss) ||278733 ||(1667139) |
|Add: Balance brought forward from previous year ||(3061517) ||(1394378) |
| || || |
| || || |
|Balance carried forward to ||(2782784) ||(3061517) |
|Balance Sheet || || |
*As per the Profit & Loss A/c for the previous year 2015-16 net loss was Rs.1665053 before adjusting deferred tax liability of Rs. 2056
STATE OF COMPANY'S AFFAIRS
During the year 2016-17 total revenue from operations of the Company increased to Rs.2602806 as against Rs. 2351382 in the previous year registering a growth of 10.69%.The net profit of the Company also increased to Rs. 278733 as against loss of Rs.1667139 in the previous year.
Your Directors deem it proper to preserve the resources of the Company for its futureactivities and therefore did not propose any dividend on the Equity Shares for theFinancial Year ended March 31 2017.
The Company has not accepted/ invited any deposits from the public during the FinancialYear ended March 31 2017 in terms of Chapter V of the Companies Act 2013 and theDirections issued by Reserve Bank of India for Non- Deposit accepting Non- Banking FinanceCompanies. The Board of Directors of the Company has passed a resolution that the Companywill not accept any public deposit during the year 2017-18.
During the year under review there was no change in the share capital of the Company.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return required under Section 134(3)(a) read with Rule 12(1) ofthe Companies (Management and Administration) Rules 2014 in the prescribed Form MGT-9 isannexed to this Report as Annexure-1.
NUMBER OF MEETINGS OF THE BOARD
During the Financial Year ended March 31 2017 the Board of Directors met 6 (six)times viz. on 25/04/2016 28/05/2016 10/08/2016 10/11/2016 04/01/2017 and06/02/2017. The gap between any two meetings was not more than one hundred and twentydays. There was no resolution passed by circulation by the Board pursuant to theprovisions of the Companies Act 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of the provisions of Section 134(3)(c) read with Section 134(5) of theCompanies Act 2013 the Directors state that:
i. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
ii. The Directors had 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 and loss of the Company for that period;
iii. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv. The Directors had prepared the annual accounts on a going concern basis;
v. The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
vi. The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
During the year under review no fraud has been reported by the Auditors to the AuditCommittee or the Board of Directors under Section 143(12) of the Companies Act 2013.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received declaration from the Independent Directors viz. Mr. GirishChand Jain (DIN: 00266932) and Mr. Surinder Kumar Nagpal (DIN: 01171148) confirming thatthey meet the criteria of independence as provided in Section 149(6) of the Companies Act2013.
NOMINATION AND REMUNERATION POLICY
The Company has a Policy on Director's appointment and remuneration including criteriafor determining qualifications positive attributes independence of a director and othermatters as provided in Section 178(3) of the Companies Act 2013. The aforesaid Policy isattached as Annexure-2 to this Report.
RESPONSE TO AUDITORS' REMARKS
There is no qualification reservation or adverse remark or disclaimer made by theStatutory Auditor or by the Secretarial Auditor in their respective Audit Reports andhence no explanation or comments of the Board is required in this matter.
PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS UNDER SECTION 186
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 the Company did not enter into any contract orarrangement as referred to in Section 188(1) of the Companies Act 2013 with any of itsrelated parties. Accordingly the disclosure in Form AOC- 2 prescribed under Section134(3) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014is not required. Hence the same is not attached with this report.
TRANSFER TO RESERVES
The Board in its meeting held on May 25 2017 proposed not to transfer any amount toGeneral Reserve.
TRANSFER TO RBI RESERVE FUND ACCOUNT
In terms of Section 45-IC of the Reserve Bank of India Act 1934 the details of theamount transferred by the Company to the RBI Reserve Fund are given in the FinancialStatements of the Company for the year ended March 31 2017 forming part of this AnnualReport.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There have been no material changes and commitments affecting the financial position ofthe Company between the end of the Financial Year i.e. March 31 2017 to which theFinancial Statements relate 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 anymanufacturing activity. Thus the provisions related to conservation of energy andtechnology absorption are not applicable on the Company. However the Company makes allefforts towards conservation 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. The Risk Management Process is designed tosafeguard the Company from various risks through adequate and timely actions. It isdesigned to anticipate evaluate and mitigate risks in order to minimize its impact on thebusiness of the Company. The potential risks are integrated with management process suchthat they receive the necessary consideration during the decision making. It has beendealt in greater detail in Management Discussion and Analysis Report annexed to thisReport. The Risk Management Policy of the Company can be accessed athttp://www.oraclecredit.co.in/pdf/policies/Risk% 20Management%20Policy.pdf.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of Section 135(1) of the Companies Act 2013 the provisionsrelated to Corporate Social Responsibility are applicable on companies having net worth ofrupees five hundred crore or more; or turnover of rupees one thousand crore or more; or anet profit of rupees five crore or more.
Since the Company does not meet the aforesaid criteria laid down in Section 135(1) ofthe Companies Act 2013 the Company is not required to undertake Corporate SocialResponsibility initiatives or to formulate
Corporate Social Responsibility Policy during the Financial Year ended March 31 2017.
ANNUAL PERFORMANCE EVALUATION
Independent Directors at their separate meeting have evaluated the performance ofNon-independent Directors and the Board as a whole; and of the Chairman of the Boardtaking into account the views of other Directors; and assessed the quality quantity andtimeliness of flow of information between the Company's
Management and the Board that is necessary for the Board to effectively and reasonablyperform their duties.
The Nomination and Remuneration Committee has also carried out the performanceevaluation of all the Directors of the Company. Based on the performance evaluationcarried out by Independent Directors as well as the Nomination and Remuneration Committeethe Board has carried out the evaluation of its own performance and that of its Committeesand of the individual Directors.
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 ASSOCIATE AND JOINT VENTURE
As on March 31 2017 the Company does not have any Subsidiary Associate or JointVenture Company.
CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY
During the Financial Year 2016-17 there has been no change in the nature of businessof the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review Ms. Sandhya Gharana resigned from the post of CompanySecretary w.e.f. September 28 2016. The Board of Directors has duly appointed Ms. RupaliKulshrestha as the Company Secretary and Compliance Officer of the Company with effectfrom January 4 2017 on the recommendation of the Nomination and Remuneration Committee.
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mrs. Meena Jain (DIN: 00209017) will retire byrotation at the ensuing Annual General Meeting and being eligible offers herself forre-appointment.
None of the Directors of the Company are disqualified under the provisions of Section164(2)(a) & (b) of the Companies Act 2013.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There were no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.
INTERNAL FINANCIAL CONTROLS
The Company has proper and adequate systems of internal financial control commensuratewith the size of the business of the Company to ensure that all the activities of theCompany are monitored and controlled against any misuse and that all transactions areproperly recorded. The Audit Committee periodically reviews the adequacy and effectivenessof the internal systems and controls with regard to the following-
i. Systems have been laid to ensure that all transactions are executed in accordancewith management's general and specific authorization. There are well-laid manuals for suchgeneral or specific authorization.
ii. Systems and procedures exist to ensure that all transactions are recorded asnecessary to permit preparation of financial statements in conformity with generallyaccepted accounting principles or any other criteria applicable to such statements and tomaintain accountability for aspects and the timely preparation of reliable financialinformation.
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 systemsare in place for prevention and detection of frauds and errors and for ensuring adherenceto the Company's policies.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH RULE 5 OF THECOMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
The Disclosure required under Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is annexed herewith as Annexure-3.
Details required under Section 197(12) of the Companies Act 2013 read with Rule 5(2)& 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 form part of this Report. In terms of the first proviso to Section 136(1) of theCompanies Act 2013 the Annual Report comprising of Director's Report and the FinancialStatements of the Company is being sent to the Members excluding the aforesaidremuneration.
Any Member who is interested in inspecting the aforesaid documents or desiring a copythereof may send his/her request to the Company Secretary at the registered office of theCompany.
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. The Chairman of the Committee was present at the 26th Annual GeneralMeeting of the Company to answer the queries of the shareholders. The terms of referenceof the Audit Committee is as set out in Section 177 of the Companies Act 2013 and otherapplicable laws.
As on March 31 2017 the Audit Committee of the Company comprises of two IndependentDirectors i.e. Mr. Girish Chand Jain as Chairman and Mr. Surinder Kumar Nagpal as aMember and one Promoter Director Mr. Ashok Jain as a Member. The Committee inter-aliareviews the adequacy of Internal Financial Controls and Financial Statements beforethey are submitted to the Board for their approval.
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 aWhistle Blower Policy' for the Directors and employees to report genuine concerns orgrievances about unethical behavior actual or suspected fraud or violation of thecompany's Code of Conduct. The same is also uploaded on the website of the Company athttp://www.oraclecredit.co.in/pdf/Vigil%20Mech anism.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 M/s. Rakesh Raj &Associates Chartered Accountants were appointed as the Statutory Auditors of the Companyto hold office until the conclusion of 27th Annual General Meeting (AGM) of theCompany. The Board of Directors of the Company in their meeting held on May 25 2017 hasrecommended the appointment of M/s. Jain Arun
& Co. Chartered Accountant (Firm Registration No. 011158N) as Statutory Auditorsof the Company for a period of five years to hold office until the conclusion of 32ndAGM subject to ratification by Members of the Company at each AGM.
A resolution for appointment of M/s. Jain Arun & Co. as Statutory Auditors andfixation of their remuneration for the year 2017-18 is proposed in the notice of theensuing AGM for approval of the Members.
SECRETARIAL AUDIT REPORT
The Board of Directors of the Company in their meeting held on May 28 2016 hasappointed Mr. Khalid Omar Siddiqui Proprietor of Siddiqui & Associates PracticingCompany Secretary as Secretarial Auditor of the Company for conducting the secretarialaudit for the Financial Year March 31 2017 pursuant to the provisions of Section 204 ofthe Companies Act 2013 read with the Rules framed thereunder.
The Secretarial Audit Report in Form MR-3 for the financial year ended March 31 2017is annexed herewith as Annexure-4.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the Financial Year 2016-17 asrequired under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isannexed to this Report as Annexure-5.
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 does notapply on the companies whose paid- up share capital and net worth is less than Rupees TenCrore 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 ANDREDRESSAL) ACT 2013 READ WITH ALLIED RULES
During the year under review no case of sexual harassment was filed with the Companyunder the Sexual Harassment of Women at Workplace
(Prevention Prohibition and Redressal) Act 2013 read with the allied Rules.
The Listing Fees for the year 2017-18 has been paid by the Company to BSE Limitedwhere shares of the Company are listed.
The Directors place on record their sincere thanks and appreciation for the continuedservices of the employees who have largely contributed to the efficient management of theCompany. The Directors also place on record their appreciation for the support from theinvestors lenders Central Government State Government and other regulatory authorities.
| ||For and on behalf of || |
| ||Oracle Credit Limited || |
| ||Ashok Jain ||Meena Jain |
|Date: May 25 2017 ||Chairman cum Managing Director & Chief Financial Officer ||Non-Executive Director |
|Place: New Delhi || ||DIN: 00209017 |
| ||DIN: 00091646 || |