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Smart Finsec Ltd.

BSE: 539494 Sector: Financials
NSE: N.A. ISIN Code: INE766D01012
BSE 00:00 | 27 Apr Smart Finsec Ltd
NSE 05:30 | 01 Jan Smart Finsec Ltd
OPEN 54.55
PREVIOUS CLOSE 54.55
VOLUME 1
52-Week high 54.55
52-Week low 37.75
P/E 18.94
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 54.55
CLOSE 54.55
VOLUME 1
52-Week high 54.55
52-Week low 37.75
P/E 18.94
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Smart Finsec Ltd. (SMARTFINSEC) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the 22nd Annual Report along with the AuditedFinancial Statements of your Company for the Financial Year ended on March 31st 2017.

Financial Performance:

The summarized financial highlight is depicted below:

FINANCIAL RESULTS For the Year Ended 31.03.2017 For the Year Ended 31.03.2016
Income from operations: Rs.12975783 Rs. 342482
Other Income Rs. 3300000 Rs. 1500000
Depreciation Rs. 603998 Rs. 588114
Profit/(Loss) before Tax Rs.14282499 Rs -1916306
Profit/(Loss) after Tax Rs. 11100173 Rs. -785498

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 2220035 amount to the General Reserve.

DIVIDEND

Directors have not declared any dividend during the year under review due to inadequateof Profit. 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 2017 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 312017.

DIRECTORS

During the year Ms. Sunayana Director of the Company resigned from the Board of theCompany w.e.f. 26/05/2017. The Board expresses its gratitude for their valuablecontribution.

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 the Company interms of provisions of Section 203 of the Companies Act 2013:

a. Mr. Arun Khera - Chairman and Managing Director

b. Mr. Uma Singh - Chief Financial Officer*

c. Mr. Sourabh Kumar - Chief Financial Officer**

d. Ms. Priyanka Sharma - Company Secretary

*resigned w.e.f. June 30th 2017 **Appointed w.e.f. August 01st 2017

NUMBER OF BOARD MEETINGS

Five 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.

STATUTORY AUDITORS

M/s. HK DUA & Co. Chartered Accountants (Firm Registration No. 000581N) has beenduly appointed as an statutory Auditors of the Company from Financial Year 2017-18 toFinancial Year 2021-22 Your

Company has received letter from M/s. HK Dua & Co. Chartered Accountants to theeffect that their appointment if made would be within the prescribed limits underSection 141 of the Companies Act 2013 read with rules made there under and that they arenot disqualified for such appointment.

Directors recommend the appointment of M/s. HK Dua & Co. Chartered Accountants asStatutory Auditors of the Company to hold office for the Period of Five Years andauthorize the Board to fix their remuneration. Notes to the financial statements referredin the Auditors Report are self-explanatory and therefore do not call for any commentsunder Section 134 of the Companies Act 2013.

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.

FIXED DEPOSITS

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.

RISK MANAGEMENT

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.

AUDIT COMMITTEE

The Audit Committee of the Company consists of Mrs. Sangita Jain Chairman Ms.Sunayana 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

In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of theemployees drawing remuneration in the excess of the limits that set out in the said rulesis enclosed as Annexure B and forms as part of this report. A statement showing detailspertaining to the remuneration and other details as required under Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is enclosed as Annexure - B and forms as part of thisReport.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has not made any investments in securities of other body corporate(s)during the financial year 2016-17

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 - C 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-D and forms part of this Report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with therules made thereunderyour Company had appointed Mr. Pawan Kumar Mishra PracticingCompany Secretary to undertake the Secretarial Audit of the Company. The Secretarial AuditReport for financial year 2016-17 is annexed which forms part of this report asAnnexure-E There were no qualifications reservation or adverse remarks in the SecretarialAudit Report of the Company.

Committees of Board

Detail of Committees constituted by the board of Directors as per the provision ofCompany Act 2013 are given in Annexure- F

DISCLOSURE REQUIREMENTS

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 website http://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.

ACKNOWLEDGEMENT

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
Place: New Delhi Arun Khera Raman Khera
Date: 04/09/2017 Managing Director Director

Information regarding Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo pursuant to Companies (Disclosure of Particulars in the Reportof Board of Directors) Rules 1988 and forming part of Directors' Report.

A. CONSERVATION OF ENERGY

Energy conservation is a very important part of energy planning and its management.This not only saves energy resources for future but also avoids wasteful utilization ofenergy. Energy conservation initiatives provide solution to the energy crisisenvironmental degradation and pollution.

New energy initiatives give greater reliance on non-exhaustible and non-conventionalresources of energy in order to conserve exhaustible & conventional resources likecoal petroleum natural gas etc. Another aspect of energy conservation is to give greaterimportance on reduction in consumption of energy.

This can be achieved by inculcating change in the individual habits and adoption oflatest technology available in vogue. There is a growing gap between supply and demand ofelectrical power. Needless to say the use of fossil fuels is accompanied with severe andseveral environmental damages. Due to the liberalization measures of the Government ofIndia the industrial sector is rapidly growing thus increasing the energy demandenormously.

In the short run the only solution to the growing energy deficit is to facilitate goodenergy saving measures through conservation of power fuel and water. As industries arethe major gutters/ consumers of these resources the onus should lie on the industrialsector to limit & minimize its demand for energy. The need of the hour is to conserveand preserve the energy resources for future of the mankind.

Your Company is not covered in the Schedule of Industries under rule 2 of the Companies(Disclosure of Particulars in the Report of Board of Directors) Rules 1988 requiringfurnishing of information relating to conservation of energy. However realizing itsimportance the Company has launched a concerted drive for conserving energy. Replacementof worn out wires control of idle running of engines and plugging of leakage were someof the measures taken. Besides the measures already taken efforts are continuing toexamine and implement fresh proposals for further conservation of energy. Positive impactof measures already taken has been observed on the costs.

B. TECHNOLOGY ABSORPTION

Company is NBFC so Technology Absorption has not been applicable here.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned any income in foreign exchange nor incurred any expenditurein foreign currency during the year under review.