To The Members
Oracle Credit Limited
Your Directors have pleasure in presenting the 29th Annual Report on thebusiness and operations of the Company together with the audited Financial Statements ofthe Company for the financial year ended March 31 2019.
A summary of the financial performance of the Company during the financial year 2018-19along with previous year figures are given below:
|PARTICULARS ||2018-19 ||2017-18 |
|Revenue from Operations ||2687109 ||2491388 |
|Other Income ||- ||23530 |
|Profit before Depreciation and Tax ||1422342 ||562649 |
|Less: Depreciation ||5127 ||9333 |
|Profit before Tax ||1417215 ||553316 |
|Less: Tax Expense ||368250 ||182538 |
|Profit/ (Loss) after Tax ||1048965 ||370778 |
|Add: Balance brought forward from previous year ||(2501572) ||(2782784) |
|Appropriation: || || |
|Transfer to RBI Reserve Fund A/c ||209793 ||(74156) |
|Income Tax refund Non-recoverable ||- ||(15410) |
|Balance carried forward to Balance Sheet ||(1662400) ||(2501572) |
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 2019 the Board of Directors met Seven times viz. on 23/05/2018 10/08/201828/08/2018 03/11/2018 31/12/2018 08/02/2019 and 30/03/2019. The maximum intervalbetween any two meetings was not more than one hundred and twenty days.
DIRECTORS' RESPONSIBILITY STATEMENT
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 theannual accounts the applicable accounting standards have been followed along with properexplanation relating to material departures; ii. they have selected such accountingpolicies and applied them consistently and made judgements and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit and loss of the Company forthat period; iii. they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for 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 thatsuch internal financial controls are adequate and are operating effectively; vi. they havedevised proper systems to ensure compliance with the provisions of all applicable laws andthat 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 Act2013.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received the Declaration of Independence from its Independent Directorsi.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 section 149(6) ofthe Companies Act 2013 and that they are not disqualified from continuing theirappointment as Independent Director.
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 Policy is enclosed as Annexure II
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 2018-19.
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 as required by the Accounting Standards (AS 18) have been made in the notes to theFinancial Statements of the Company. Related Party Transactions Policy can be accessed athttp://www.oraclecredit.co.in/pdf/RELATED% 20PARTY%20TRANSACTION%20POLICY.pdf.
STATE OF COMPANY'S AFFAIRS
During the year under review total revenue of the Company increased to Rs. 2687109as compared to Rs. 2514918 /- during the financial year 2017-18 registering an increaseof 6.85%. The Net Profit after Tax of the Company has also increased to Rs.1048965 ascompared to Rs. 370778/- during the financial year 2017-18 registering a growth of182.91%.
TRANSFER TO RESERVES
The Board of Directors of the Company in its Meeting held on May 29 2019 resolved notto transfer any amount to General Reserve.
TRANSFER TO RBI RESERVE FUND ACCOUNT
Details of the amount transferred by the Company to RBI Reserve Fund Account as per theprovisions of Section 45-IC of the Reserve Bank of India Act 1934 are given in theFinancial Statements of the Company for the year ended March 31 2019 forming part of thisAnnual 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 2019.
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 2019 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. The Risk Management Policy of the Company canbe accessed at http://www.oraclecredit.co.in/pdf/policies/Ris k%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 (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 2019. 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 and Remuneration Committee andthe Stakeholders Relationship Committee was evaluated by the Board having regard tovarious criteria such as committee composition committee processes committee dynamicsetc. The Board was of the view that all the committees were performing their functionssatisfactorily.
In accordance with the criteria suggested by The Nomination and Remuneration Committeethe performance of each director was evaluated by the entire Board of Directors (excludingthe director being evaluated) on various parameters. Independent Directors at theirseparate meeting have evaluated the performance of Non-independent Directors and theBoard as a whole; and of the Chairman of the Board taking into account the views of otherDirectors; and assessed the quality quantity and timeliness of flow of informationbetween the Company's Management and the Board that is necessary for the Board toeffectively and reasonably perform their duties. The Board and the Independent Directorswere of the view that performance of the all the Directors as a whole was satisfactory.
The evaluation framework for assessing the performance of the Directors includes thefollowing broad parameters: Relevant expertise; Attendance of Directors in variousmeetings of the Board and its Committees; Effective participation in decision makingprocess; Objectivity and independence; Level of awareness and understanding of theCompany'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 bestinterest of the Company.
SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
As on March 31 2019 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 2019 there has been no change in the natureof business activities of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Following are the details of Directors and Key Managerial Personnel (KMP) of theCompany as on March 31 2019:
|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 |
|6. ||Ms. Kalpana ||Company Secretary |
During the year under review following changes took place in the Board of Directors andKey Managerial Persons:
i. Ms. Kalpana was appointed as Company Secretary and Compliance Officer of the companyw.e.f. December 31 2018.
ii. Mr. Girish Kumar was appointed as Chief Financial Officer of the company w.e.f.March 30 2019. On his appointment Mr. Ashok Kumar Jain Managing Director ceased todischarge the duties of Chief Financial Officer of the company w.e.f. March 30 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. Girish Chand Jain (DIN: 00266932) and Mr. Surinder Kumar Nagpal (DIN: 01171148)Independent Directors of the company has been re-appointed based on the recommendationof the Board of Directors and Nomination and Remuneration Committee of the company forthe further term of 5 consecutive years w.e.f. 19 September 2019 to 18 September 2024subject to approval of members at the ensuing annual general meeting.
None of the Directors of the Company are disqualified under the provisions of Section164(2) of the Companies Act 2013.
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 312019 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 Non-Deposit 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 2018-19 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. 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 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 required under Section 197(12) of the Companies Act 2013 read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed herewith as Annexure-III.
The Audit Committee of the Company is duly constituted in accordance with theprovisions of Regulation 18 of SEBI (LODR) Regulations 2015 read with Section 177 of theCompanies Act 2013 and other applicable laws. All Members of the Committee are personswith ability to read and understand the financial statement. As on March 31 2019 theAudit Committee of the Company comprises of two Independent Directors i.e. Mr. GirishChand Jain as Chairman and Mr. Surinder Kumar Nagpal as a Member and one Director Mr.Ashok Kumar Jain as a Member. The Chairman of the committee was present at the 28thAnnual General Meeting. The terms of reference of the Audit Committee is as set out inSection 177 of the Companies Act 2013 and other applicable laws. The Committee inter-aliareviews the adequacy of Internal Financial Controls and Financial Statements before theyare submitted to the Board for their approval. All the recommendations made by the Membersof the Audit Committee were accepted by the Board of Directors.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Company is constituted in line withthe provisions of Regulation 19 of SEBI (LODR) Regulations 2015 read with Section 178 ofthe Companies Act 2013. As on March 31 2019 the Nomination and Remuneration Committeeof the Company comprises of two Independent Directors i.e. Mr. Surinder Kumar Nagpal as aChairman and Mr. Girish Chand Jain as Member and one Non-Executive Director Mrs. MeenaJain as a Member. The Committee inter-alia identify persons who are qualified to becomedirectors and who may be appointed in senior management shall carry out evaluation ofevery director's performance formulate the criteria for determining qualificationspositive attributes and independence of a director and recommend to the Board a policyrelating to the remuneration for the directors key managerial personnel and otheremployees.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders' Relationship committee is constituted in line with the provisions ofRegulation 20 of SEBI Listing Regulations read with section 178 of the Companies Act2013. As on March 31 2019 the Stakeholders' Relationship committee of the Companycomprises of two Non- Executive Directors i.e. Mrs. Meena Jain as Chairman Mr. GirishChand Jain as a Member and one Executive Director Mr. Ashok Kumar Jain as a Member. TheCommittee inter-alia consider and resolve the grievances of security holders of theCompany including redressal of investor complaints such as transfer of securitiesnon-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 aWhistle 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 onthe website of the Company at 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 2019is annexed herewith as Annexure-IV.
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 2018-19 asrequired under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is annexed to this Report as Annexure-V.
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 ANDREDRESSAL) ACT 2013 READ WITH ALLIED RULES
During the year under review the company had less than ten employees. Hence thecompany is not required to constitute Internal Complaint Committee under the SexualHarassment of Women at Workplace (Prevention Prohibitions and Redressal) Act 2013.Further no complaint has been received by the company during the year under the said Act.
DISCLOSURE PERTAINING TO MAINTENANCE OF COST RECORD PERSUANT TO SECTION 148(1) OF THECOMPANIES 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 2018-19 there has been no change in the share capital of theCompany. The Paid-up Share Capital of the Company as on March 31 2019 stands at Rs.55500000 comprising of 5550000 Equity Shares of Rs. 10/- each.
The Listing Fees for the financial year 2019-20 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 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 theGovernment 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 |
| ||Ashok Kumar Jain ||Meena Jain |
|Date: 27.08.2019 ||Managing Director ||Non-Executive Director |
|Place: New Delhi ||DIN: 00091646 ||DIN: 00209017 |