Your Directors are pleased to present the 24th Annual Report along with the AuditedFinancial Statements of your Company for the Financial Year ended on March 31st 2019.
The summarized financial highlight is depicted below:
| ||2018-2019 ||2017-2018 |
|Revenue from Operation ||10226951 ||8484335 |
|Other Income ||36702726 ||146907816 |
|Depreciation ||577581 ||585253 |
|Profit/ (Loss) before Tax ||7597247 ||9861038 |
|Profit/ (Loss) after Tax ||6085497 ||8625218 |
There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of this report.
TRANSFER TO RESERVES
Your Company proposes to transfer 12 17099 amounts from Profit & Loss to theStatutory Reserve.
The Board does not recommend and dividend during the Financial Year ended on March31st 2019.
The paid up Equity Share Capital as on March 31 2019 was Rs.3 00 000 00/- (Rs.Three Crore) and 480000 Non Convertible Cumulative Preference shares of Rs. 100 Each.During the year under review the company has not issued any shares or any convertibleinstruments.
MATERIAL CHANGES AND COMMITMENTS
There was no change in the nature of the business of the Company. There were nomaterial changes and commitments affecting the financial position of the Company betweenMarch 31 2019 and the date of this Report.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary or an associate company within the meaning ofSection 2(87) and 2(6) of the Companies Act 2013 ("Act") respectively as onMarch 31 2019.
DIRECTORS & KMP
There is no change in the board of the company during financial year 2018-2019.
Mr. Sourabh Kumar has resigned from the post of Chief Financial Officer with effectfrom June 23 2019. Mrs. Shashi Sharma has been appointed new Chief Financial officer ofthe company at Board Meeting held on August 13th 2019.
DIRECTORS' RESPONSIBILITY STATEMENT
As required by the Section 134(3)(c) read with the Section 134(5) of the Companies Act2013 your directors state that:
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) 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;
(c) The directors had taken a 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;
(d) The directors had prepared the annual accounts on a going concern basis;
(e) 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 if the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
KEY MANAGERIAL PERSONNEL
The following persons are Whole-Time Key Managerial Personnel (KMP') of theCompany in terms of provisions of Section 203 of the Companies Act 2013:
a. Mr. Arun Khera Chairman and Managing Director
b. Mr. Sourabh Kumar Chief Financial Officer*
c. Ms. Priyanka Sharma -Company Secretary
Mr. Sourabh Kumar has resigned from the post of chief Financial officer with effectfrom June 23 2019.
Mrs. Shashi Sharma has appointed as chief Financial officer as on August 132019.**
NUMBER OF BOARD MEETINGS
Six meetings of the Board of Directors of your Company were held during the year underreview.
EVALUATION OF BOARD PERFORMANCE
Pursuant to the provisions of the Companies Act 2013 and the corporate governancerequirements as prescribed by Securities and Exchange Board of India ("SEBI")under SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 the Boardof Directors has carried out an annual evaluation of its own performance the Boardcommittees and individual directors. The performance of the Board was evaluated by theBoard after seeking inputs from all the directors on the basis of the criteria such as thediversity of the Board effectiveness of the board processes information and functioningetc.
The performances of the committees were evaluated by the Board after seeking inputsfrom the committee members on the basis of the criteria such as the composition ofcommittees and effectiveness of the committee meetings etc. The performance of theindividual directors were reviewed on the basis of the criteria's such as contribution ofthe individual director to the Board and committee meetings like preparedness on theissues to be discussed meaningful and constructive contribution and inputs in meetingsetc.
The performances of non-independent directors the Board as a whole and of the Chairmanwere evaluated in a separate meeting of the Independent Directors after taking intoaccount the views of executive directors and the non-executive directors.
INTERNAL FINANCIAL CONTROL
The Company has in place an established internal control system to ensure properrecording of the financial &operational information the compliance of variousinternal controls and other regulatory/statutory compliances. All Internal Audit findingsand control systems are periodically reviewed by the Audit Committee of the Board ofDirectors which provides strategic guidance on Internal Controls.
M/s. HK DUA & Co. Chartered Accountants (Firm Registration No. 000581N) had beenduly appointed as an statutory Auditors of the Company in 23rd AGM held on September 28th2018 from Financial Year 2017-18 to Financial Year 2021-22 .
DIRECTORS' VIEW ON AUDITORS' OBSERVATIONS
The Management responses to the observation of the auditors are explained wherevernecessary through appropriate notes to the Accounts is reproduced hereunder in compliancewith the relevant legal provisions.
No disclosure or reporting is required in respect to the deposits covered under ChapterV of the Companies Act 2013 as there were no transactions in respect to the same duringthe year under review.
There is a continuous process of identifying / managing risks through a Risk ManagementProcess. The measures used in managing the risks are also reviewed. The risks identifiedby the Company broadly fall in the category of operational risk regulatory riskfinancial & Accounting risk & foreign currency related risks. The risk managementprocess consists of risk identification risk assessment risk monitoring & riskmitigation. During the year measures were taken for the minimization of risks and theBoard was informed from the time to time. In the opinion of the Board none of the saidrisks which have been identified may threaten the existence of the Company.
The Audit Committee of the Company consists of Mrs. Sangita Jain Chairman Mr. ArjumPahwa & Mr. Arun Khera. The Board of Directors of your Company has revised its termsof reference to make it in line with the requirements of Section 177 of the Companies Act2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015..
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO
The information pertaining to the conservation of energy technology absorption andforeign exchange earnings and outgo as required under Section 134(3)(m) of the CompaniesAct 2013 read with the Rule 8(3) of the Companies (Accounts) Rules 2014 is enclosed asAnnexure - A and forms part of this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE
There was no such employee of the Company who is covered under provisions of Section197(12) of the Companies Act 2013 read with Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not made any investments in securities of other body corporate(s)during the financial year 2018-19
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions are in ordinary course of business and at arm's lengthwhich are not material in nature. All related party transactions are with the approval ofthe Audit Committee and periodically placed before the Board for review.
The prescribed Form AOC-2 is enclosed as Annexure - B and forms part of this Report.Your directors draw the attention of members to Note 24 to the standalone financialstatements which set out related party disclosures.
EXTRACT OF ANNUAL RETURN
The details forming part of the Extract of Annual Return in prescribed form MGT-9 isenclosed as Annexure-C and forms part of this Report.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with therules made there under your Company had appointed Mr. Pawan Kumar Mishra PracticingCompany Secretary to undertake the Secretarial Audit of the Company. The Secretarial AuditReport for financial year 2018-19 is annexed which forms part of this report as Annexure-DThere were no qualifications reservation or adverse remarks in the Secretarial AuditReport of the Company.
COMPLIANCE WITH PROVISIONS OF SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company is committed to uphold and maintain the dignity of women employee and ithas in place a policy which provides for protection against sexual harassment of women atworkplace and for prevention and redressal of such complaints. During the year no suchcomplaints were received. The Company has also constituted an Internal ComplianceCommittee under the Sexual Harassment of women at workplace (Prevention Prohibition andRedressal) Act 2013.
Committees of Board
Detail of Committees constituted by the board of Directors as per the provision ofCompany Act 2013 are given in Annexure- E
1. Policy on materiality of related party transactions and dealing with related partytransactions is available on the website of the Company.
2. The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including directors of the Company to report genuine concernswhich is available on Company's websitehttp://www.smartfinsec.com/.The provisions of thispolicy are in line with the provisions of Section 177(9) of the Companies Act 2013 andthe Regulation 22 of the SEBI (Listing Obligation and Disclosures Requirements)Regulation 2015.
3. There were no significant or material orders passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
4. During the year under review there were no cases reported under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
The Directors wish to acknowledge and thank the Central and State Governments and allregulatory bodies for their continued support and guidance. The Directors thank theshareholders customers business associates Financial Institutions and Banks for thefaith reposed in the Company and its management.
The Directors place on record their deep appreciation of the dedication and commitmentof your Company's employees at all levels and look forward to their continued support inthe future as well.
| ||For on behalf of the Board || |
| ||For Smart Finsec Limited || |
| ||Sd/- ||sd/- |
|Place: New Delhi ||Arun Khera ||Raman Khera |
|Date: 04/09/2019 ||Managing Director ||Director |
| ||DIN :- 00055694 ||DIN:- 00055728 |