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Shalibhadra Finance Ltd.

BSE: 511754 Sector: Financials
NSE: N.A. ISIN Code: INE861D01011
BSE 00:00 | 30 Oct 68.00 -2.00
(-2.86%)
OPEN

65.20

HIGH

68.00

LOW

65.20

NSE 05:30 | 01 Jan Shalibhadra Finance Ltd
OPEN 65.20
PREVIOUS CLOSE 70.00
VOLUME 134
52-Week high 87.95
52-Week low 34.80
P/E 6.38
Mkt Cap.(Rs cr) 34
Buy Price 63.55
Buy Qty 20.00
Sell Price 76.75
Sell Qty 15.00
OPEN 65.20
CLOSE 70.00
VOLUME 134
52-Week high 87.95
52-Week low 34.80
P/E 6.38
Mkt Cap.(Rs cr) 34
Buy Price 63.55
Buy Qty 20.00
Sell Price 76.75
Sell Qty 15.00

Shalibhadra Finance Ltd. (SHALIBHADRAFIN) - Director Report

Company director report

Dear Members

Your directors are delighted to present the 28th Annual Report and theAudited financial statements of the company for the year ended March 31 2019.

Financial Results:
Rs. in 000
Particulars 2018 - 19 2017 - 18 % Change
Business Income 222225 193964 15%
Profit before Interest Depreciation & Tax 169378 144924 17%
Less: Interest 79271 65010 22%
Depreciation 751 615 22%
Profit before tax 89356 79299 13%
Less: Provision for Income Tax 25100 22300 13%
Provision for Deferred Tax 269 323 -17%
Profit after tax 63987 56676 13%
Add: Balance brought forward from Previous Year 143237 105062 36%
207224 161738 28%
Less: Appropriations
Proposed Dividend -* -* -*
Distribution Tax -* -* -*
Transfer to / (from) General Reserve 9000 7000 29%
Transfer to Special Reserve 13000 11500 13%
Balance carried to Balance Sheet 185224 143238 29%

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

Operations

FY 2018-19 was yet another year of outstanding achievements for our company. With over13% growth Net Profit after tax increased from 5.7 crores to 6.4 crores. We were able topost a 15% growth in topline with the portfolio nearing 108 crores.

Outlook and Prospects:

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

Dividend:

Your Directors have recommended a dividend of 12% (i.e. Rs 1.20 per equity share) forthe financial year ended March 31 2019 to those Members whose names appear in theregister of members as on the book closure date. The dividend including dividend tax willamount to Rs. 74.27 lacs (last year Re. 1.20 per equity share was declared).

Finance:

Company plans to raise fund Rs. 25 corers from banks/financial institutions during FY2019-20.

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 classificationprovisioning and income recognition on non-performing assets.

The capital adequacy of the Company as on 31st March 2019 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

Mr Narotanmal Rampuria Independent Director of the company has retired at theensuring AGM on completion of 5 years term. The Board wishes to place on record itsappreciation for the valuable contribution of Mr Narotanmal Rampuria in the sustainedgrowth of the Company during his tenure as Director of the Company.

Dr. Flaguni Doshi Independent Director of the company shall retire at the ensuringAGM on completion of 5 years term being eligible offered for reappointment.

Mr. Kamalkant A Keswani shall be appointed as Independent director of the company for aperiod of 5 years starting from the ensuring AGM upto 30th September 2024.

To comply with the provisions of Section 152 of the Companies Act 2013 Mr. Minesh M.Doshi shall retire by rotation at the ensuing AGM being eligible offered forreappointment.

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 the Board ofDirectors of the company as a whole.

(b) Evaluation of performance of the Chairman of the Company taking into views ofExecutive 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 section 134 (3) (n) of the Companies Act 2013 & listing regulationthe company has constituted a business risk management committee. The details of thecommittee and its terms of reference are set out in the corporate governance report. Atpresent the company has not identified any element of risk which may threaten theexistence 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) No Bonus 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 the preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;www.shalibhadrafinance.com

(b) The Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2019 and of the profit ofthe Company for the year ended on that date;

(c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

(f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such 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 was appointed as director of the company at the previous AGM at aremuneration as set out by Nomination & 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 Mechanism/Whistle Blower policy to provide an avenue to its employees toraise concerns of any violations of legal or regulatory requirements incorrect ormisrepresentations of any financial statements and reports etc. The Audit committee ofthe company oversees the said mechanism from time to time. None of the Company personnelhas been denied access to the 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 in the field of education that areeligible activities for Corporate Social Responsibility in terms of provisions of Section135 of the Companies Act 2013 and rules framed thereunder.

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 asAnnexure to this Report.

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 26thAGM till the conclusion of the 31st AGM. They have confirmed that they are notdisqualified from continuing as Auditors of the Company.

Secretarial Auditor:

The Secretarial Audit Report for the financial year ended March 31 2019 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: May 30 2019
Minesh Doshi
Managing Director

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