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Shalibhadra Finance Ltd.

BSE: 511754 Sector: Financials
NSE: N.A. ISIN Code: INE861D01011
BSE 16:00 | 26 May 199.00 0
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209.95

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NSE 05:30 | 01 Jan Shalibhadra Finance Ltd
OPEN 209.95
PREVIOUS CLOSE 199.00
VOLUME 450
52-Week high 259.80
52-Week low 50.10
P/E 22.16
Mkt Cap.(Rs cr) 100
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 209.95
CLOSE 199.00
VOLUME 450
52-Week high 259.80
52-Week low 50.10
P/E 22.16
Mkt Cap.(Rs cr) 100
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shalibhadra Finance Ltd. (SHALIBHADRAFIN) - Director Report

Company director report

Dear Members

Your directors are delighted to present the 30th Annual Report and the Auditedfinancial statements of the company for the year ended March 31 2021.

Financial Results:

Rs. in ‘000
Particulars 2020 - 21 2019 - 20 % Change
Business Income 211725 239859 -12%
Profit before Interest Depreciation & Tax 133447 171991 -22%
Less: Interest 83000 90947 -9%
Depreciation 542 633 -14%
Profit before tax 49905 80411 -38%
Less: Provision for Income Tax 14500 22100 -34%
Less: Provision for Deferred Tax 257 249 3%
Profit after tax 35148 58062 -39%
Add: Balance brought forward from Previous Year 208358 179534 16%
243506 237596 2%
Less: Appropriations
Proposed Dividend -* -* -*
Distribution Tax -* -* -*
Transfer to / (from) General Reserve 10000 10000 0%
Transfer to Special Reserve 7200 12000 -40%
Balance carried to Balance Sheet 226306 215596 5%

* Proposed dividend is not included in Annual accounts in compliance with AccountingStandards.

Operations

During FY 20-21 Total Income was 21.17 crores and Net profit after Tax was 3.51crores. During FY 20-21 the portfolio reached 106 crores mark.

Outlook and Prospects:

Outlook & Prospect look very encouraging due to increase sale of new two wheelers.

Dividend:

Your Directors have recommended a dividend of 5% (i.e. Rs 0.50 per equity share) forthe financial year ended March 31 2021 to those Members whose names appear in theregister of members as on the book closure date (last year dividend was not declared dueto COVID-19 pandemic).

Finance:

Company plans to raise fund Rs. 25 corers from banks/financial institutions during FY2020-21.

Corporate Governance & Compliance Certificate:

A separate section on Corporate Governance is included in the Annual Report and thecertificate from company secretary confirming the Compliance of the conditions on theCorporate Governance as stipulated in Regulations 17 to 27 clauses (b) to (i) ofsub-regulation (2) of Regulation 46 and paragraphs C D and E of Schedule V of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 are annexed to this Report.

Public Fixed Deposits:

The Company has no public deposit as of date and will not accept any deposit withoutprior approval of the statutory authorities concerned.

RBI Guidelines:

The Company is consistently complying with all the guidelines issued by the ReserveBank of India for

NBFC's (AFC's) with respect to capital adequacy asset classification provisioning andincome recognition on non-performing assets.

The capital adequacy of the Company as on 31st March 2021 is much higher than theminimum norms stipulated by the RBI for NBFC (AFC's).

Management's discussion and analysis report:

Management's Discussion and Analysis Report for the year under review is presented in aseparate section forming part of the Annual Report.

Accounts & Accounting Standards:

The Company adheres to the prudential guidelines prescribed by the Reserve Bank ofIndia and to the Accounting Standards issued by the Institute of Chartered Accountant ofIndia in preparation of its financial statements.

The particulars on the related party exposures non-performing assets and businesslevels in vehicle loans purchase and other activities required to be disclosed in theformat prescribed by the Reserve Bank of India are contained in the schedules forming partof the accounts.

Changes in composition of Board of Directors

To comply with the provisions of Section 152 of the Companies Act 2013 Mr. Minesh M.Doshi & Mr. Amit M. Doshi shall retire by rotation at the ensuing AGM beingeligible offered for reappointment.

Declaration by Independent directors:

Independent Directors have submitted their disclosures to the Board that they fulfillall the requirements as stipulated in Section 149(6) of the Companies Act 2013 so as toqualify themselves to be appointed as Independent Directors under the provisions of theCompanies Act 2013 and the relevant rules.

Independent directors meeting:

During the year under review the independent Directors of the Company met thriceinter-alia to discuss: (a) Evaluation of performance of Non-Independent Directors and theBoard of Directors of the company as a whole. (b) Evaluation of performance of theChairman of the Company taking into views of Executive and Non Executive Directors.

(c) Evaluation of the quantity content and timelines of flow of information betweenthe Management and the board that is necessary for the Board to effectively and reasonablyperform its duties.

Induction and training of the board members:

Directors are issued a detailed appointment letter which inter alia sets out terms ofappointment duties responsibilities etc. of such director. Each independent director ofthe Company on appointment is given such letter of appointment and also briefed by theManaging Director/ Executive Director about the nature of business of the Company itsfinances operations etc. The Compliance Officer of the company also assists theIndependent Director in understanding their statutory duties obligations andresponsibilities as a Director/ Independent Director of the Company.

Evaluation of performance of the board members:

Pursuant to the provisions of the Companies Act 2013 and Listing Regulation theevaluation of the performance of the Board as well as of the Audit Committee Nominationand Remuneration Committee and Stakeholders Relationship Committee has been carried out.The performance evaluation of the Independent Directors was carried out by the entireBoard and the performance evaluation of the Chairman and Non-Independent Directors wascarried out by the Independent Directors.

Particulars of Loans Guarantees or Investments in Securities:

Pursuant to section 186(11) of the Companies Act 2013 the provisions of section 186(4) of the Act requiring disclosure in the financial statements of the full particulars ofthe loans made and guarantees given or securities provided by a Non-Banking FinancialCompany in the ordinary course of its business and the purpose for which the loan orguarantee or security is proposed to be utilized by the recipient of the loan or guaranteeor security are exempted from disclosure in the Annual Report. Further pursuant to theprovisions of section 186 (4) of the Act the details of investments made by the Companyare given in the Notes to the Financial Statements.

Risk management:

Pursuant to Companies Act 2013 & listing regulation the company is exempted fromformation of risk management committee. At present the company has not identified anyelement of risk which may threaten the existence of the company.

Significant and material orders passed by regulators/courts if any:

There are no significant or material orders passed by the Regulators / courts whichwould impact the going concern status of the Company and its operations.

Share Capital:

a) The Company has not bought back any of its securities during the year under review.b) The Company has not issued any Sweat Equity Shares during the year under review. c) NoBonus Shares were issued during the year under review.

Employee stock options:

The Company has not provided any Stock Option Scheme to the employees.

Disclosure under the Sexual harassment of women at workplace (Prevention prohibitionand redressal) Act 2013:

The company has in place an Anti-Harassment policy in line with the requirements of theSexual harassment of women at the workplace (Prevention Prohibition & Redressal) Act2013. Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. During the year under review company has not received anySexual Harassment Complaints.

Directors' Responsibility Statement:

Pursuant to the provisions of section 134(5) of the

Companies Act 2013 (‘the Act') your Directors confirm that: (a) In thepreparation of the annual accounts for the year ended March 31 2021 the applicableaccounting standards read with requirements set out under Schedule III to the Act havebeen followed and there are no material departures from the same; (b) The Directors haveselected such accounting policies and applied them consistently and made judgements andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2021 and of the profit of the Company for theyear ended on that date; (c) The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets www.shalibhadrafinance.com of the Company and forpreventing and detecting fraud and other irregularities; (d) The Directors have preparedthe annual accounts on a ‘going concern' basis; (e) The Directors have laid downinternal financial controls to be followed by the Company and that such internal financialcontrols are adequate and are operating effectively; and (f) The Directors have devisedproper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems are adequate and operating effectively.

Material Changes after the date of Balance Sheet:

There has been no material change and commitment affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the Balance Sheet relates and the date of the Report.

Contracts & arrangements with related parties:

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. Your Directors drawattention of the members to Notes to the financial statement which sets out related partydisclosures.

Credit Rating:

The Company's financial discipline and prudence is reflected in the credit rating BBB-(stable) for bank loans ascribed by rating agency ICRA.

Particulars of Remuneration and related disclosures:

Mr. Vatsal M. Doshi director of the company was paid remuneration as set out byNomination & Remuneration committee of the Board.

Meetings of the Board& its committees:

For further details on meetings of the Board & its committees refer report onCorporate Governance

Vigil mechanism:

The Company in order to maintain highest standards of ethical moral and legal conductadopted Vigil 13

Mechanism/Whistle Blower policy to provide an avenue to its employees to raise concernsof any violations of legal or regulatory requirements incorrect or misrepresentations ofany financial statements and reports etc. The Audit committee of the company oversees thesaid mechanism from time to time. None of the Company personnel has been denied access tothe Audit Committee.

Internal Financial Controls:

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.

Corporate Social Responsibility (CSR):

The company has identified suitable projects that are eligible activities for CorporateSocial Responsibility in terms of provisions of Section 135 of the Companies Act 2013and rules framed thereunder. A separate section on Annual Report on CSR Activities isannexed to this Report.

Conservation of Energy Technology Absorption:

Additional information required under the Companies Act regarding conservation ofEnergy Technology Absorption is not applicable as the company is not carrying out anymanufacturing operation.

Foreign Exchange Earnings and Outgo:

During the year under review the company has neither earned any foreign exchangeincome nor incurred any expenses.

Extract of Annual Return:

The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12of the Companies

(Management and administration) Rules 2014 is annexed herewith as Annexure to thisReport.

Statutory Auditors:

M/s Vora & Associates Chartered Accountants were appointed as Statutory Auditorsof the Company for a period of 5 years commencing from the conclusion of the 26th AGMtill the conclusion of the 31st AGM subject to ratification of their appointment byMembers at the AGM. The Members are requested to ratify their appointment as StatutoryAuditors of the Company.

Secretarial Auditor:

The Secretarial Audit Report for the financial year ended March 31 2021 is annexedherewith.

Reporting of Frauds by Auditors:

During the year under review the Statutory Auditors and the Secretarial Auditor havenot reported any instances of frauds committed in the Company by its Officers or Employeesto the Audit Committee under section 143(12) of the Companies Act 2013 details of whichneeds to be mentioned in this Report.

Subsidiary companies:

The Company does not have any Subsidiary.

Acknowledgments:

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiesvendors customers and members during the year. Your Directors wish to place on recordtheir appreciation to all the employees for their hard work dedication commitment andrendering impeccable service to every constituent of the company's customer andshareholders.

Place: Mumbai For & on behalf of the Board
Date: June 30 2021
Minesh Doshi
Managing Director.

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