The Members of
Stephanotis Finance Limited
Your Directors have pleasure in presenting Thirty Sixth Annual Report together with theAudited Accounts of the Company for the financial year ended on 31st March 2021.
(Rs. in Lakhs)
|Particulars ||2020-21 ||2019-20 |
|Revenue from Operations ||74.31 ||184.62 |
|Other Income ||0.09 ||0 |
|Total Income ||74.41 ||184.62 |
|Total Expenses ||(74.41) ||(168.4) |
|Profit / (loss) before exceptional items & provision for tax ||(02.07) ||16.16 |
|Exceptional items ||0 ||0 |
|Profit / (loss) before tax ||(02.07) ||16.16 |
|Tax expenses ||(0.46) ||(4.05) |
|Profit/(Loss) after Tax ||(01.61) ||12.12 |
|EPS basic & diluted ( ) ||(0.03) ||0.19 |
2. STATE OF COMPANY'S AFFAIRS / PERFORMANCE OF THE COMPANY:
During the financial year under report total income of the company stands to Rs. 74.41lakhs comprised of Rs. 74.31 lakhs as revenue from operations and Rs. 0.09 lakhs as otherincome as compared to Rs. 184.62 lakhs comprised of Rs. 184.62 lakhs as revenue fromoperations and there is nil income as other income generated during the previous financialyear. The revenue from operations has shown decline of 59.15% in compare to previousfinancial year. Profit before interest depreciation and tax also stands at Rs. (0.52)lakhs as compared to Rs. 17.07 lakhs in the financial year ended on March 31 2020.Considering increased finance cost net profit after tax has been reduced from Rs. 12.12'lakhs to `(01.61)' lakhs which shows year to year decline of (113.28)%.
The detailed analysis as to review of company's operational and financial performanceis given in the management discussion and analysis report.
In order to preserve funds for future activities the Board of Directors of yourCompany do not recommend any Dividend for the Financial Year 2020-2021.
4.AMOUNT TRANSFERRED TO RESERVE:
During the year the Company does not propose to transfer any amount to the anyReserve.
During the financial year ended on March 31 2021 the company has not accepted anydeposits from the public within the meaning of the provisions of applicable directions andnotifications issued by the Reserve Bank of India in this respect. Further being anon-deposit taking non-banking financial company the disclosures with respect todeposits required as per rule 8(5)(v) & (vi) of the Companies (Accounts) Rules 2014read with the Companies (Acceptance of Deposits) Rules 2014 and section 73 of theCompanies Act 2013 are not applicable to it.
During the financial year under report the company has neither made any issue ofequity shares with differential voting rights sweat equity shares or under employee stockoptions scheme nor it has made any provision of money for purchase of its own shares byemployees or by trustees for the benefit of employees.
As on March 31 2021 the authorized share capital of the company stands at90000000/- consisting of 9000000 number of equity shares of 10/- each and issuedsubscribed and paid up share capital of the company stands at 64493800/- consisting of6449380 number of equity shares of 10/- each fully paid-up.
7.DETAILS OF SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES:
The company doesn't have any subsidiary joint venture or associate company.
8.EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of section 134(3)(a) and section 92(3) of the Companies Act2013 read with rule 12 of the Companies (Management and Administration) Rules 2014 theextract of the annual return as at March 31 2021 in the form MGT 9 is enclosed herewith.
9.MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:
There are no material changes and commitments but for affecting the financial positionof the company which have been occurred between the end of the financial year i.e. March31 2021 and the date of signing of the directors' report i.e. 2nd September 2021.
10.APPOINTMENTS AND RESIGNATIONS DURING THE FINANCIAL YEAR:
Secretarial Auditor M/s. Amruta Kothari & Associates Practicing CompanySecretaries Mumbai was resigned from the post of Secretarial Auditor and M/s Samuel &Associates Mumbai has been appointed w.e.f 26th June 2020 as Secretarial Auditor forthe financial year 2019-2020.
Secretarial Auditor M/s Samuel & Associates Practicing CompanySecretaries Mumbai was resigned from the post of Secretarial Auditor and M/s. ShreyasAthavale & Co. Mumbai has been appointed as Secretarial Auditor for the financialyear 2020-2021.
Miss Rashmi S. Raturi Company Secretary and Compliance Officer of the Companyre- appointed as lnternal Auditor of the Company for the financial year 2020-2021.
11. LOANS / GUARANTEES OR INVESTMENT IN SECURITIES:
Being a non banking financial company pursuing loan business in its ordinary course ofbusiness the disclosures relating to the details of loans made guarantees givensecurities provided or subscription / acquisition of securities pursuant to theprovisions of section 186(11) of the Companies Act 2013 and rule 11 of the Companies(Meetings of Board and its Powers) Rules 2014 are not required to be given. Details ofloans as financial assets are given in the financial statements of the company.
12.DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
Details of Directors and Key Managerial Personnel (KMP):
|NAME AND ADDRESS ||DESIGNATION ||DATE OF APPOINTMENT ||DIN/PAN |
|1 Mr. Sureshbabu Ganpati Malge ||Chairman & Managing Director ||28/07/2017 ||01481222 |
|2 Mr. Jayesh Jashvantlal ||Non-Executive Independent Director ||01/09/2017 ||00260876 |
|3 Shah Mr. Sumit Sureshbabu Malge ||Director ||28/07/2017 ||02413173 |
|4 Mr. Kanwaljit Singh ||Non-Executive Independent Director ||12/05/2018 ||08122223 |
|5 Mrs. Rizwana Muazzam Rumani ||Non-Executive Independent Director ||12/05/2018 ||08122263 |
|6 Mr. Sonu Sureshbabu Malgee ||Chief Executive Officer ||18/05/2018 ||AOPPM0149B |
|7 Mr. Anand Suresh Jain ||Chief Finance Officer ||02/07/2015 ||AGUPJ8122E |
|8 Miss. Rashmi Satyendra Raturi ||Company Secretary ||31/08/2019 ||AVOPR6680A |
13.DIRECTOR RETIRING BY ROTATION
Pursuant to the provisions of section 152 of the Companies Act 2013 and in accordancewith the articles of association of the company Mr. Sumit S. Malge non-executivedirector of the company retires by rotation at the ensuing annual general meeting andbeing eligible offers himself for reappointment. The board of directors of the companyrecommends his re-appointment.
The independent directors have submitted the declaration confirming that they meet thecriteria of independence as prescribed under both the provisions of the relevant laws.Further the independent directors have complied with the code for independent directorsprescribed in schedule IV of the Companies Act 2013 and code of conduct prescribed forthe directors management and senior managerial personnel.
Further a separate meeting of independent directors of the company was held onFebruary 13 2021 in accordance with the provisions of clause VII of the schedule IV ofthe Companies Act 2013. All the independent directors of the company have completed theirregistration on the independent directors'data bank within the timeline stipulated by thelaw.
15.KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of section 203 of the Companies Act 2013 Mr. Sureshbabu S.Malge holds position of Managing director Mr. Sonu Malgee holds the position ChiefExecutive Officer Miss Rashmi S. Raturi holds position of Company Secretary and Mr. AnandS. Jain holds the position of Chief Financial Officer of the company.
Pursuant to the provisions of section 149 of the Companies Act 2013 and regulation 17of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 Mrs.Rizwana Rumani holds position of a non-executive Independent woman director of thecompany.
All of the directors of the company have confirmed that they are not disqualified underprovisions of section 164 of the Companies Act 2013 from being appointed / continue tohold position of directors of the company.
17.NUMBER OF BOARD MEETINGS:
During the Financial Year 2020-21 four meetings of the Board of Directors of thecompany were held. The date of the meetings of the board held is as under-
|S.No ||Date of Meeting ||Total strength of the Board ||No. of Directors Present |
|1 ||26th June 2020 ||5 ||4 |
|2 ||28th July 2020 ||5 ||5 |
|3 ||4th September 2020 ||5 ||5 |
|4 ||2nd November 2020 ||5 ||5 |
|5 ||12th February 2021 ||5 ||5 |
The intervening gap between any two board meetings did not exceed 120 days asprescribed under the provisions of the law(s) except where relaxation provided by theappropriate authorities.
18.INDEPENDENT DIRECTORS' MEETING:
During the year under review Independent Directors met on 12th February 2021inter-alia to discuss:
Evaluation of the performance of Non-Independent Directors and the Board aswhole.
Evaluation of the performance of the Chairman of the Company taking intoaccount the views of the Executive and Non-Executive Directors.
Evaluation of the quality quantity content and timeless of flow of informationbetween the management and the Board.
19.PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered during the financial year under reportwere in the ordinary course of business of the company and were on arm's length basis.There were no materially significant related party transactions entered by the companywith its promoters directors key managerial personnel or other persons which may have apotential conflict with the interest of the company. All such related party transactionsare being quarterly placed before the audit committee for its review. Omnibus approval hasbeen obtained from the audit committee board of directors and shareholders of the companyfor all the related party transactions (including transactions which are foreseen andrepetitive in nature).
Since no material related party transactions were entered by the company and all thetransactions entered into by the company with its related parties were in the ordinarycourse of business and on arm's length basis disclosure in the form AOC-2 is not beinggiven.
The Audit Committee has been reconstituted as per regulation 18 of SEBI(LODR)regulations 2015 & Section 177 of Companies Act 2013 during the year as:
|Name of Director ||Designation |
|Mr. Jayesh Shah ||Chairman (Independent Director) |
|Mr. Kanwaljit Singh ||Member (Independent Director) |
|Mr. Sumit Malge ||Member (Director) |
21.NOMINATION & REMUNERATION COMMITTEE:
In compliance with section 178 of the Act & regulation 19 of SEBI(LODR)regulations 2015 the Board has constituted "Nomination and Remuneration Committeeas:
|Name of Director ||Designation |
|Mr. Kanwaljit Singh ||Chairman (Independent Director) |
|Mr. Jayesh Shah ||Member (Independent Director) |
|Mr. Sumit Malge ||Member (Director) |
22.STAKEHOLDERS RELATIONSHIP COMMITTEE:
In compliance with regulation 20 of SEBI(LODR) regulations 2015 the Board hasconstituted during the year as:
|Name of Director ||Designation |
|Mrs. Rizwana Rumani ||Chairman (Independent Director) |
|Mr. Kanwaljit Singh ||Member (Independent Director) |
|Mr. Sumit Malge ||Member (Director) |
23.PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO:
The disclosures required to be made under section 134(3)(m) of the Companies Act 2013read with rule (8)(3) of the Companies (Accounts) Rules 2014 pertaining to theconservation of energy technology absorption and foreign exchange earnings and outgo arenot applicable to the company as the company being a non banking financial company isneither involved in any manufacturing processing activities nor any of its transactionsinvolves foreign exchange earnings and outgo.
24.INTERNAL CONTROL AND SYSTEM:
The company has internal control systems commensurate with the size scale andcomplexity of its operations. Your company has laid down set of standards processes andstructure which enable it to implement internal financial control systems across theorganization and ensure that the same are adequate and operating effectively. Internalfinancial control systems of the company provide a reasonable assurance with regard tomaintaining of proper accounting controls monitoring of operations protecting assetsfrom unauthorized use or losses compliance with regulations and for ensuring reliabilityof financial reporting.
25.PARTICULARS OF EMPLOYEES:
During the year there was no employee in receipt of remuneration as prescribed in theRule 5(2) of the companies (Appointment and Remuneration of managerial personnel) Rules2014.
26.COMPLIANCE WITH THE RESERVE BANK OF INDIA GUIDELINES
The company being a non banking financial company categorized as a loan companycontinues to comply with all the applicable regulations directions and guidelines issuedby the Reserve Bank of India from time to time.
Formal Annual evaluation has been made by the Board of its own Performance and that ofits Committees & Individual Directors during the meeting of Board of Directors and bycommon discussion with concerned persons.
The Disclosure pursuant to Rule 5 (1) of the Companies (Appointment of ManagerialPersonnel) 2014 is as follows:
|Name of the Director ||Amount of remuneration to Directors |
|Sureshbabu Malge ||1200000/- |
The Independent Directors do not receive any sitting fees.
1. Remuneration of Key Managerial Personnel/Director are disclosed in Annual Returni.e. MGT-9.
2. As on 31st March 2021 there were a total of 5 employees on the roll of the Company.
3. It is affirmed that the remuneration is as per the remuneration policy of thecompany.
A) None of the employee of the Company was in receipt of the remuneration (throughoutthe financial year or part thereof) as per Rule 5(2) of the Companies (Appointment ofManagerial Personnel) 2014.
B) The Company do not have any Holding or Subsidiary Company and None of the Directorsof the Company are the Managing Director or Whole Time Director in the Associate Company.
29.TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
There are no amounts due and outstanding to be credited to investor Education andProtection Fund as 31st March 2021.
30.IMPACT OF COVID-19 PANDEMIC:
The business of the Company being primarily a Non-Banking Financial Company("NBFC") has also been impacted by COVID-19 pandemic. The operations of theCompany are based in the city Mumbai which has been declared most of the financial year2020-2021 as red zone. The lockdown due to COVID-19 pandemic and the subsequent nationwidelockdown led to a slowdown in the disbursements and collections across the country. Thisimpacted the operating performance of the Company.
The duration of this lockdown is uncertain at this point of time and will depend upondirectives issued by the respective Government authorities. Moreover the company hasadopted work from home policy in accordance with applicable governmental and regulator'sguidelines and accordingly no operations of the company are required to be shut down forany period.
31.CORPORATE SOCIAL RESPONSIBILITY:
During the financial year under report your company did not meet the criteria laiddown under the provisions of section 135(1) of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 and accordingly theprovisions including but not limited upto constitution of corporate social responsibilitycommittee and formulation / implementation of a policy on corporate social responsibilityare not applicable to the company.
Your company practices a culture that is built on core values and ethical governancepractices and is committed to transparency in all its dealings. A report on corporategovernance IS exempted under Regulation 27 (2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and a certificate from company secretary fornon-applicability of corporate governance report for the company as per Regulation 15 (2)of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 thecompliance with the Corporate Governance provisions specified in Regulation 27 of SEBI(LODR)
The Company's equity shares are listed at BSE Limited vide scrip code 512215 and theAnnual Listing Fees for the year 2020-21 has been paid.
34.DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The company promotes ethical behavior in all its business activities and has put inplace a mechanism wherein the employees are free to report illegal or unethical behavioractual or suspected fraud or violation of the company's of conduct or corporate governancepolicies raise concerns against management and business practices incorrect ormisrepresentation of any financial statements and reports or any improper activity beingnegative in nature to the chairman of the audit committee of the company or chairman ofthe board. The whistle blower policy has been appropriately communicated within thecompany.
Under the whistle blower policy the confidentiality of those reporting violation(s) ispr otected and they are not subject to any discriminatory practices. No personnel havebeen denied access to the audit committee. The functioning of the vigil mechanism isreviewed by the audit committee from time to time.
The Company has Vigil Mechanism/Whistle Blower Policy to deal with instance of fraudand mismanagement if any. No personnel had been denied access to the Audit Committee tolodge their grievances.
35.DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013
A policy under the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 has been laid down and circulated toevery employee of the company so as to inform them about the redressal mechanism availableto them against any kind of harassment. Your directors state that during the financialyear under report there were no cases filed or compliant received from any employeepertaining to the sexual harassment.
36.FRAUD REPORTING (REQUIRED BY COMPANIES AMENDMENT BILL 2014):
No Fraud reported / observed during the financial year 2020-2021.
37.STATEMENT OF DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:
The company has developed and implemented a risk management policy to meet the risksassociated with the business of the company. Business risk evaluation and management is anongoing process within the company. The assessment is periodically examined by the riskmanagement committee of the board. The company while giving loan to its customersfollows the criteria and procedure laid down in policy and the credibility of the clients2020-21.
The Auditors M/s. NGST & Associates Chartered Accountants Mumbai (FirmRegistration No.135159W) were appointed as Statutory Auditors of the Company for theperiod of five consecutive years in accordance with the provisions of the Companies Act2013 at the conclusion of Annual General Meeting held on 29th September 2017 in terms ofprovisions of section 139 (1) the appointment of M/s NGST & Associates CharteredAccountants as statutory auditors of the Company for 5 year ending the tenure as on31-3-2022.
In accordance with the provisions of the Companies (Amendment) Act 2017 requirementof placing the matter of ratification of appointment of statutory auditors at every annualgeneral meeting has been omitted.
Further the company being engaged in the financial service activities is notrequired to maintain cost records under the provisions of section 148 of the CompaniesAct 2013.
In accordance with the provisions of section 138 of the Companies Act 2013 and rulesframed thereunder your company has re-appointed Rashmi Raturi Company Secretary &Compliance Officer as the internal auditors of the company in the board meeting held onJune 26 2021 to conduct the internal audit of the functions and activities of the companyfor the financial year ending on March 31 2021.
40.DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:
a. In the preparation of the annual accounts for the financial year ended 31st March2021 the applicable Ind-AS had been followed along with proper explanation relating tomaterial departures;
b. The directors had selected such accounting policies and applied and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at 31st March 2021
c. The directors had taken proper and sufficient care 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;
d. The directors had prepared the annual accounts on a going concern basis;
e. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
f. The proper internal financial controls are in place and that such internal financialcontrols are adequate and are operating effectively.
g. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
41.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations
42.SECRETARIAL AUDIT REPORT
Pursuant to the provisions of section 204 of the Companies Act 2013 and rules framedthereunder the board has appointed the Secretarial Auditors of the company M/s. ShreyasAthavale & Co. Practicing Company Secretary Mumbai for conducting the secretarialaudit for the financial year ending on March 31 2021.
Secretarial audit report issued by the secretarial auditor of the company for thefinancial year ended on March 31 2021 is attached to the directors' report as Annexure 3.Further the company has complied with the secretarial standards to the extent applicableto the company.
|Observation ||Reply |
|1. The Compliance with respect to the Website could not be up-to-datedness. ||The website of the company is undergoing upgradation and would be updated shortly |
|2. The Company has filed applicable RBI returns on COSMOS Portal and Migration to new XBRL portal is in Process. ||The Company is in the process of filing the same with the respective authorities |
Your Directors take this opportunity to express their grateful appreciation for theexcellent assistance and co-operation received from all our Clients FinancialInstitutions Bankers Business Associates and the Government and other regulatoryauthorities and thank all stakeholders for their valuable sustained support andencouragement towards the conduct of the proficient operation of the Company. YourDirectors would like to place on record their gratitude to all the employees who havecontinued their support during the year.
The Directors also express sincere thanks to Government of India and Government ofothers States Police Doctors Nurses Sanitary workers NGO's and every individual whoare risking their lives in the fight against Covid-19.
| ||For and on behalf of the Board of Directors |
| ||Stephanotis Finance Limited |
| ||Sureshbabu Malge ||Sumit Malge |
|Place: Mumbai ||Managing Director ||Director |
|Date: 02.09.2021 ||DIN 01481222 ||DIN 02413173 |