Your Board of Directors feel privileged to present the 32nd DirectorsReport of the Company together with the Audited Financial Statements for the financialyear ended on March 31 2017.
1. FINANCIAL PERFORMANCE
The salient features of companys financial results for the year under reviewalong with the figures of previous years are as follows:
|Particulars ||31st March 2017 ||31st March 2016 |
|Profit/(Loss) after depreciation ||11566499 ||2953808 |
|Less: Provisions as per RBI Act || || |
|Contingent Provision for Standard Assets ||96760 ||284138 |
|Provision for Loss Assets ||- ||- |
|Profit/(Loss)before Tax ||11469738 ||2669670 |
|Less: Provision for Taxation || || |
|Current tax ||3977750 ||740650 |
|Deferred Tax Asset ||(137397) ||12879 |
|Profit/(Loss) after Tax ||7629385 ||1916141 |
|Add: Balance bought forward from last year ||2964345 ||1431432 |
|Surplus available for appropriation || || |
|Less: Appropriations || || |
|Fixed Assets written off ||- ||- |
|Transfer to reserve Fund u/s 45(IC) of RBI Act 1934 ||(1525877) ||(383228) |
|Surplus Carried to Balance Sheet ||9067853 ||2964345 |
2. INFORMATION ON STATUS OF AFFAIRS OF THE COMPANY
During the financial year 2016-17 the company has recorded revenue of Rs. 40955771/-.The Company has earned a net profit of Rs. 7629385/- during the year as compared toprofit of Rs. 1916141/- in the last year. The Directors are optimistic about the futureperformance of the Company.
The Company did not recommend any dividend for the year.
4. CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company during the financialyear 201617.
5. NAME OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINT VENTURESOR ASSOCIATE COMPANIES DURING THE YEAR
Your Company does not have any subsidiary joint Venture or associate Company
6. DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF COMPANIES ACT 2013
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 and as such noamount on account of principal or interest on public deposits was outstanding as on thedate of the Balance Sheet.
As of the end of March 31 2017 an amount of NIL matured deposits remained unclaimed.
7. RBI GUIDELINES:
The company continues to fulfill all the norms and standards laid down by the ReserveBank of India for the Non Banking Financial Company.
8. NBFC REGISTRATION
The Company has been registered with Reserve bank of India as Non Banking FinanceCompany vide registration No. B-14.01224 dated 4th January 2003
9. CREDIT RATING
The directors of the Company are happy to report that the company get its membershipcertificate from all CICs i.e. Credit Information Bureau (India) Limited (CBIL) EquifaxCredit Information Services Private Limited (ECIS) Experian Credit Information Company ofIndia Private Limited CRIF High Mark Credit Information Services Private Limited. A soundrating/upgrade in a challenged business environment speaks volumes about theCompanys performance and its systems & processes.
10. EXPOSURE TO REAL ESTATE:
The following are details of loan provided to the companies engaged in real estatebusiness during the financial year 2016-17:
|Sr. No ||Name of Borrower ||Amount as on 31.03.2017 |
|1. ||Alisa Infratech Private Limited ||12000000 |
|2. ||Icon Realcon Private Limited ||79115205 |
|3. ||WM Developers Private Limited ||54835589 |
|4. ||BRK Infotech & Developers Private Limited ||68188488 |
11. DEMATERIALIZATION OF SHARES :
The Company has connectivity with NSDL & CDSL for dematerialization of its equityshares. The ISIN No INE985Q01010 has been allotted for the company. Therefore theinvestors may keep their shareholding in the electronic mode with their depositoryParticipant. 67.99% of the
Companys paid-up Share Capital is in dematerialized form as on 31stMarch 2017 and balance 32.01% in physical form.
12. THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVERESIGNED DURING THE YEAR-
Mr. Rakesh Kapoor (DIN 00216016) Non-Executive & Non-Independent Director of theCompany who retires by rotation in accordance with the provisions of Section 152 of theCompanies Act 2013 at the ensuing Annual General Meeting and being eligible offershimself for re-appointment.
Mr. Sujan Mal Mehta (DIN 01901945) Independent Director is re-appointed for a secondterm of five consecutive years from June 10 2017 to June 09 2022.
13. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions contained in Section 134 (5) of the Companies Act 2013your Directors based on the representation received from the Operating Management andafter due enquiry confirm that :
i) In the preparation of the annual accounts for the financial year ended on March 312017 the applicable Accounting Standards have been followed and there are no materialdepartures from the same;
ii) The selected accounting policies were applied consistently and the Directors madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2017 and of the profit of theCompany for that period.
iii) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
iv) The annual accounts have been prepared on a 'going concern' basis.
v) The Internal financial controls have been laid by the Company and such financialcontrols are adequate and were operating effectively.
vi) Proper systems had been devised in compliance with the provision of the allapplicable laws and such systems were adequate and operating effectively.
14. EXTRACT OF ANNUAL RETURN
The extract of annual return in Form MGT-9 as on March 31 2017 is attached asAnnexure-A
to this Report.
15. CORPORATE GOVERNANCE REPORT
Your Company has been practicing the principles of good Corporate Governance over theyears and it is a continuous and ongoing process. A report on the Corporate Governance asrequired under Regulation 24 34(3) and 54(f) read with Schedule V of Securities ExchangeBoard of India (Listing Obligation and Disclosure Requirements) Regulations 2015 is givenin this Report as Annexure-B.
Details on number of Meetings of Board and Committees and composition of variousCommittees of the Board including their Terms of Reference are in the annexed CorporateGovernance Report.
16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under the SEBI (ListingObligations and Disclosure Requirements) regulations 2015 is annexed as Annexure-C andforms part of the Directors Report.
17. NUMBER OF MEETINGS OF THE BOARD
During the year Five (5) meetings of the Board of Directors were held. For furtherdetails please refer Report on Corporate Governance.
18. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.
During the year under consideration there were no such instances.
19. INDEPENDENT DIRECTORS DECLARATION
Presently the Company has two Independent and Non- Executive Directors namely Mr.Rajesh Singal and Mr. Sujan Mal Mehta who have given declaration that they meet theeligibility criteria of independence as provided in sub-section (6) of Section 149 ofCompanies Act 2013. For further details please refer Annexure-D of Report on CorporateGovernance.
20. DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TOSECTION 134(3) (e) AND SECTION 178 (3)
The Board of the Directors had framed the policy which lays down a framework inrelation to Remuneration of Directors Key Managerial Personnel and Senior Management ofthe Company. This policy also lays down criteria for selection and appointment of BoardMembers. The Remuneration Policy is disclosed on the Companys websitehttp://www.sriamarnathfinance.in The Remuneration Policy is annexed to the CorporateGovernance Report.
21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:
In pursuant to the provision of section 177(9) & (10) of the Companies Act 2013the company had formulated a Whistle blower policy to establish a vigil mechanism forDirectors and employees of the Company to report concerns about unethical behavior actualor suspected fraud
or violation of the Company s code of conduct or ethics policy. The WhistleBlower policy is available on website of the Company http://www.sriamarnathfinance.in
22. AUDITOR AND AUDITORS REPORT
M/s Vinod Vishal & Co. Chartered Accountants (Firm Registration No. 09112N) wasappointed as the Statutory Auditor of the Company in the 30th Annual GeneralMeeting till the conclusion of 35th Annual General Meeting. Your consent isrequired for ratification of their appointment to hold office from the conclusion of theensuing Annual General Meeting till the conclusion of the next Annual General Meeting onremuneration to be fixed by the Audit Committee and approve by Board of Directors of theCompany.
There are no qualifications reservations or adverse remarks or disclaimers made by theM/s Vinod Vishal & Co. Chartered Accountants the Statutory Auditor in their reportfor the Financial Year ending on March 31 2017 under review.Auditors Report isannexed herewith and forms a part of Annual report.
23. SECRETARIAL AUDIT
Secretarial Audit of the Company has been undertaken by M/s Anurag Garg &Associates a firm of Company Secretaries in Practice. The Report of the Secretarial AuditReport is included as Annexure- E and forms an integral part of this report. SecretarialAudit Report does not contain any qualification reservation or adverse remark.
24. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS IN THEIR REPORTS
There were no qualifications reservations or adverse remarks made by the StatutoryAuditors or Secretarial Auditors in their report.
25. INTERNAL AUDITOR
The Company has appointed M/s. R Garg & Company as an Internal Auditor of theCompany for the financial year 2016-17. M/s. R Garg & Company placed the internalaudit report to the company which is self explanatory and need no comments.
26. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of loans guarantees and investments covered by the provisions of section 186of the Companies Act 2013 are given in the notes to the financial statements.
27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES.
The Particulars or arrangements with related parties for the financial year 2016-17 areannexed herewith as "Annexure- F" to the financial statements in form AOC-2. Thedetails of related party disclosures also form part of the notes to the financialstatements.
28. TRANSFER TO RESERVES
During the year under review your Company has transferred a sum of Rs. 383228/- tothe reserves from the profits of the Company in accordance with the provisions of section45IC of the Reserve Bank of India.
29. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred from the end of the Financial Year 2016-17 till the date of this report. Furtherthere was no change in the nature of business of the Company.
30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO
The company does not fall under the industries covered by the companies (Accounts)Rules 2014. Hence the requirement of disclosure in relation to the conservation ofenergy technology absorption foreign exchange earnings & outgo are not applicable toit.
|Particulars ||Current Year (2016-17) ||Previous Year (2015-16) |
|Conservation of Energy ||NIL ||NIL |
|Technology Absorption ||NIL ||NIL |
|Foreign Exchange Earning and Outgo ||NIL ||NIL |
31. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY
The assets of the company are adequately insured against the loss of fire riotearthquake terrorism loss of profit etc other risks which considered necessary by themanagement. The company has been addressing the various risks impacting the company andthe policy of the company on Risk Management is provided as part of Management Discussionand Analysis Report which forms part of this Annual Report.
32. CORPORATE SOCIAL RESPONSIBILITY POLICY
The provisions of Section 135 of companies Act 2013 are not applicable on yourCompany.
33. EVALUATION BY BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the applicable provisions of the Companies Act 2013 and Regulation 15 ofthe Listing Regulations the Company has devised the policy for performance evaluation ofthe Independent Directors Board Committees and other individual Directors whichincludes criteria for performance evaluation of non-executive directors and executivedirectors.
The evaluation of all the directors and Board as a whole was conducted based on thecriteria and framework adopted by the Board. More details regarding evaluation processhave been provided under Corporate Governance Report which forms part of this AnnualReport.
34. 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 weaknesses in the design or operation were observed.
35. DISCLOSURE UNDER THE SEXUALHARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The company has in place an Anti-Sexual Harassment Policy in line with the requirementsof Section 22 and Section 28 of The Sexual Harassment of Woman at the Workplace(Prevention Prohibition and Redressal) Act 2013. Internal Complaint Committee has beenset up to redress complaints received regarding sexual harassment. All employees(permanent contractual temporary trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed offduring the year 2016-17.
|No. of complaint received during the financial year 2016-2017 ||: 0 |
|No of Complaints disposed off ||: 0 |
36. HEALTH SAFETY AND ENVIRONMENT PROTECTION
The company has complied with all applicable environmental law and labour laws. TheCompany has been complying with the relevant laws and has been taking all necessarymeasures to protect the environment and maximize worker protection and safety.
37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the period under review there were no significant and material orders passed bythe regulators/ courts or tribunals that would impact going concern status of the Companyand its future operations.
However the Company brings to the notice of its shareholders that Bombay StockExchange has in compliance with the directions issued by SEBI vide its letter dated August09 2017 has placed trading in shares of your company in Stage VI of the GradedSurveillance Measure (GSM). Under the stage VI of GSM framework trading in thesesecurities of your company shall be permitted only once a month (First Monday of themonth) under trade to trade category. Further any upward price movement in thesesecurities shall not be permitted beyond the last traded price and additional surveillancedeposit of 200 % of trade value shall be collected form the buyers which shall be retainedwith Exchanges for a period for five months.
The Company is also in receipt of notice under section 272(4) of Companies Act 2013from the office of Regional Director Northern Region.
The Company further notifies its Shareholders that Mr. Surender Kumar Jain & Mr.Virender Jain Promoters of the Company were taken into the judicial custody ofEnforcement Directorate in the month of March 2017. A case was registered against them bythe Enforcement Directorate under Prevention of Money Laundering Act 2002 (PMLA) and thematter is sub-judice before the competent court. The arrest of the promoter does notimpact the going concern status and operations of the Company now & in future.
38. NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RBI) DIRECTIONS 2008:
Pursuant to the Non-Banking Financial Companies Auditors Report (ReserveBank) Directions 2008 a report from the Statutory Auditors to the Board of Directors hasbeen received by your Company. This report has certified that the Company has compliedwith all the directions and prudential norms as prescribed under the RBI Act 1934.
39. CAPITAL FUND TO RISK WEIGHTED ASSETS:
Percentage to capital funds to the risk weighted assets/exposures
|Particulars ||(in %) |
|Tier-I Capital ||146.77% |
|Tier-II Capital ||0.63% |
|Total ||147.41% |
40. PARTICULARS OF EMPLOYEES
None of the employee was drawing in excess of the limits as described by the CompaniesAct 2013 and rules made there under which needs to be disclosed in the Directors Report.
41. PARTICULARS OF EMPLOYEES PURSUANT TO THE SECTION 197 (12) OF COMPANIES ACT AND RULE5(1) 5(2) AND 5(3) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)RULES 2014
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors is furnished hereunder:
|Name ||Designation ||Remuneration paid during 2016-17 ||% increase in remuneration over financial year 2016-17 ||Ratio of the remuneration of each Director to median remuneration of employees |
|Priti Jain ||Managing Director ||Nil ||Nil ||Nil |
|Surender Kumar Jain ||Director ||Nil ||Nil ||Nil |
|Rakesh Kapoor ||Director ||Nil ||Nil ||Nil |
|Manish Kapoor ||Director ||Nil ||Nil ||Nil |
|Rajesh Singal ||Director ||Nil ||Nil ||Nil |
|Sujan Mal Mehta ||Director ||Nil ||Nil ||Nil |
|Bhawana Tuli ||Company Secretary ||336046 ||10% ||NA |
|Parveen Kumar ||Chief Finance Officer ||237370 ||NA ||NA |
The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year:
Not Applicable as the company has not paid any remuneration to any Directors duringthe financial year 2015-16 and there is 10% increase in the Salary of Company SecretaryKMP during the financial year 2016-17.
The percentage increase in the median remuneration of employees in the Financial Year:-557%
Salary increases in this financial year is due to increase in number of employees.
The number of permanent employees on the rolls of company: 15(Fifteen).
Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point outexceptional circumstances for increase in the managerial remuneration (if any):
Salary increases in this financial year is due to increase in number of employees.There is no direct nexus between increases in the salary with the performance of thecompany further the Company has paid no remuneration to its Directors during thefinancial year 2016-17.
Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company hereby affirm that the remuneration paid is as per the as per theRemuneration Policy for Directors Key Managerial Personnel and other Employees.
Statement of Particulars of Employees pursuant to the Section 197 (12) of Companies Actand Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014
a) Details of the employees employed throughout the Financial Year was in receipt ofremuneration for that year which in the aggregate was not less than one crore rupees andtwo lakh rupees.
b) Details of the employees employed for a part of the Financial Year and was inreceipt of remuneration for any part of that year at a rate which in the aggregate wasnot less than eight lakh and fifty thousand rupees per month;
c) If employed throughout the Financial Year or part thereof and was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the Managing Director or Whole-timeDirector or Manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the Company.
42. OTHER INFORMATION
a) Disclosure of composition of audit committee
Details regarding composition of the Audit Committee is given in the CorporateGovernance Report.
b) Board Committees
The Corporate Governance Report also includes details of the various Committees of theBoard.
c) Sweat Equity Shares Employee Stock Option
The Company has not issued any Sweat Equity Shares and had not provided any StockOption Scheme to the employees during the period under review.
Your Directors wish to express their grateful appreciation for the valuable support andco-operation received from sub-brokers business associates vendors bankers financialinstitutions investors stakeholders registrar and share transfer agent other businessaffiliates and media.
The Board places on record its sincere appreciation towards the Companys valuedclients for the support and confidence reposed by them in the organization and thestakeholders for their continued co-operation and support to the company and looks forwardto the continuance of this supportive relationship in future.
Your Directors also place on record their deep sense of appreciation for the devotedservices of the employees during the year under review.
By order of the Board of Directors
For SRI AMARNATH FINANCE LIMITED
|PRITI JAIN ||RAKESH KAPOOR |
|MANAGING DIRECTOR ||DIRECTOR |
|DIN: 00537234 ||DIN: 00216016 |
|Dated: 12th August 2017 || |
|Place: New Delhi || |