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Stephanotis Finance Ltd.

BSE: 512215 Sector: Financials
NSE: N.A. ISIN Code: INE902L01016
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NSE 05:30 | 01 Jan Stephanotis Finance Ltd
OPEN 47.00
PREVIOUS CLOSE 45.00
VOLUME 2
52-Week high 95.95
52-Week low 44.00
P/E 33.58
Mkt Cap.(Rs cr) 29
Buy Price 43.70
Buy Qty 2.00
Sell Price 45.00
Sell Qty 4.00
OPEN 47.00
CLOSE 45.00
VOLUME 2
52-Week high 95.95
52-Week low 44.00
P/E 33.58
Mkt Cap.(Rs cr) 29
Buy Price 43.70
Buy Qty 2.00
Sell Price 45.00
Sell Qty 4.00

Stephanotis Finance Ltd. (STEPHANOTISFIN) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 34th Annual Report together with theAudited Accounts for the year ended March 31 2019.

Financial Highlights

The business activities of the Company resulted in to the net Profit after tax of Rs.9025831/- as compared to net profit of Rs. 8560347/- in the previous year. To conservethe resources for future working capital requirements the Directors are not recommendingany dividend.

State of Company's Affairs and Future Outlook

The Company is currently in the business of Non-Banking Financial Services and otherfinancial activities.

As reported earlier the Company is evaluating possibilities of designing diversefinancial products including lending to customers of real estate projects to alignexposure to match with the progress of property development; however the activitiesrelating to NBFC business within the guidelines and stipulations of RBI would continue tobe focused on lending.

The economic growth for the year 2019-20 would not be more that 6.5 per cent at anypoint of time which has led to a relatively slow growth rate in various sectors. There hasbeen a distinct slowdown and the tight liquidity scenario pertaining to non-bankingfinancial companies (NBFC) and Housing Finance Companies (HFCs). There is a critical needto re-install confidence in lenders to support economic growth. The banks are reluctant tolend and are only going for “high-rated” NBFCs and HFCs. Meanwhile creditoutflow to several other small entities has been choked. Indian markets have been volatilefor past few weeks triggered by a high outflow of foreign and domestic investments. Whileexternal factors such as US-China trade tussle and negative US Fed Rate commentary haveaffected sentiments weakness in demand and growth have also dampened investor sentiments.

According to data obtained from Finance Industry Development Council (FIDC) which is aself-regulatory organization registered with the Reserve Bank of India (RBI) NBFC lendinghas dropped significantly in the end of 2018 and first three months of 2019; the situationhas hardly shown any improvement as financial organizations try to reduce their exposer tobad loans. The slowdown in growth is temporary in nature. However the government needs torelax certain norms to boost consumer demand.

The Recessionary trend and tightening of finance availability in the market had itsimpact on the recovery of interest and recovery of loan. In turn general NBFCs have toface the difficulties in disbursement due to poor recovery of dues and prolonged slowdown.

Material Changes and Commitments after the end of the Financial Year

No material changes or commitments affecting the financial position of the Company haveoccurred between the end of the financial year to which financial statements in thisreport relate and the date of this report.

Share Capital

The paid-up equity share capital of the Company as at 31st March 2019 was Rs.64493800.

The Company currently has no outstanding shares issued with differential rights sweatequity or ESOS at the year ended on 31 March 2019.

Fixed Deposits

The Company has not accepted any fixed Deposit during the financial year under review.

Subsidiary Joint Venture and Associate Companies

The Company has no subsidiary or joint venture companies. During the financial yearunder report no company has become / ceased to be subsidiary or joint venture company.

Details of Directors and Key Managerial Personnel

Sr. No. Name and Address Designation Date of Appointment DIN/PAN
1 Mr. Sureshbabu Malge Chairman & Managing Director 28/07/2017 01481222
1 Sonal Apartment Charai Thane 400 601
Maharashtra India
2 Mr. Jayesh Jashvantlal Shah Non Executive Independent Director 01/09/2017 00260876
15-B Yashomangal Plot No. 64 B. L. S. Road Near
Lalubhai Park Andheri (West) Mumbai 400 058
Maharashtra India
3 Mr. Sumit Sureshbabu Malge Director 28/07/2017 02413173
Sonal Apartment 1st Floor Joshiwada Annaji Sunder
Road Charai Thane 400 601 Maharashtra India
4 Mr. Kanwaljit Singh Non-Executive Independent Director 12/05/2018 08122223
House No. 1104 Sector 39B Sector 36 Chandigarh
160 036 Punjab India
5 Mrs. Rizwana Muazzam Rumani Non-Executive Independent Director 12/05/2018 08122263
Room No. 4 Jama Masjid Building Opp. Kalva
Medical Ganesh Oil Depot Kalva Thane 400 602
Maharashtra India
6 Mr. Sonu Sureshbabu Malgee Chief Executive Officer 18/05/2018 AOPPM0149B
Sonal Apartment 1st Floor Joshiwada Annaji Sunder
Road Charai Thane 400 601Maharashtra India
7 Mr. Anand Jain Chief Finance Officer 02/07/2015 AGUPJ8122E
Flat No. 4 C-46 Sector 10 Shanti Nagar Mira Road
(East) Thane 401107

Mr. Sumit Sureshbabu Malge is liable to retire by rotation and being eligible offeredhimself for re-appointment.

Mr. Jayesh Jashvantlal Shah Mr. Kanvaljit Singh and Mrs. Rizwana Muazzam Rumani whoare independent directors have submitted a declaration that each of them meets thecriteria of independence as provided in Section 149(6) of the Companies Act 2013 andthere has been no change in the circumstances which may affect their status as independentdirectors during the year.

Appointments and Resignations during the Financial Year

Mr. Kanwaljit Singh (DIN: 08122223) was appointed as Additional Non-ExecutiveIndependent Director on the Board with effect from May 12 2018 and the necessaryresolution has been passed by the members at the Annual General Meeting held on 29thSeptember 2018 to appoint Mr. Kanwaljit Singh as Non-Executive Independent Director ofthe Company for a period of 5 years with effect from May 12 2018. Mrs. Rumani RizwanaMuazzam (DIN: 08122263) was appointed as Additional Non-Executive Independent Director onthe Board with effect from May 12 2018 and the necessary resolution has been passed bythe members at the Annual General Meeting held on 29th September 2018 toappoint Mrs. Rumani Rizwana Muazzam as Non-Executive Independent Director of the Companyfor a period of 5 years with effect from May 12 2018. Ms. Madhuri Bohra Director (DIN:07137362) Mr. Vinod Chopra Non-executive Independent Director (DIN: 02257009) & Mr.Parasmal Jain Non-executive Independent Director (DIN: 07137362) resigned from the Boardof Directors of the Company with effect from May 12 2018. Mr. Sonu Sureshbabu Malge wasappointed as Chairman Chief Executive Officer (CEO) of the Company by the Board ofDirectors with effect from May 18 2018. Mr. Purushottam Bohra Managing Director ceasedto a Director of the Company on completion of his tenure on 29th September2018. Mr. Pradeep Kumar was appointed as Company Secretary and compliance Officer of theCompany by the Board of Directors with effect from May 18 2018 and resigned w.e.f. March15 2019.

Constitution of Committees of the Board

Mr. Jayesh Shah Non-executive Independent Director has been appointed as Chairman ofAudit Committee and Mr. Kanwaljit Singh non-executive Independent Director and Mr. SumitMalge Director have been appointed as other members of Audit Committee with effect from12th May 2018

Mr. Kanwaljit Singh Non-executive Independent Director has been appointed as Chairmanof Nomination and remuneration Committee and Mr. Jayesh Shah Non-executive and Mr. SumitMalge have been appointed as other members of Nomination and Remuneration Committee witheffect from 12th May 2018

Mrs. Rizwana Muazzam Rumani Non-executive Independent Director has been appointed asChairman of Stakeholders Relationship Committee and Mr. Kanwaljit Singh Non-executiveIndependent Director and Mr. Sumit Malge Director have been appointed as other membersof Stakeholders Relationship Committee with effect from 12th May 2018.

Board Meetings

During the Financial Year 2018-19 Nine meetings of the Board of Directors of thecompany were held. The date of the meetings of the board held is as under-

Sr. No. Date of Meeting Total Strength of the Board No of Directors Present
01 12 May 2018 5 5
02 18 May 2018 5 5
03 30 May 2018 5 5
04 14 Aug 2018 5 5
05 29 Sept 2018 5 5
06 14 Nov 2018 5 5
07 30 Jan 2019 5 5
08 14 Feb 2019 5 5
09 18 March 2019 5 5

Independent Directors' Meeting

During the year under review Independent Directors met on 14th February 2019inter-alia to discuss: Evaluation of the performance of Non-Independent Directors and theBoard as whole.

Evaluation of the performance of the Chairman of the Company taking into account theviews of the Executive and Non-Executive Directors. Evaluation of the quality quantitycontent and timeless of flow of information between the management and the Board.

Particulars of Loan Guarantees and Investments under Section 186

The provisions of Section 186 are not applicable to Non-Banking Finance Companies.

The Company has not granted any Loan or provided any security guaranty to relatedparties during the year under review.

Particulars of Contracts or Arrangements with Related Parties

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 The Policy onmateriality of related party transactions and dealing with related party transactions asapproved by the Board. All related party transactions that were entered into during thefinancial year were on an arm's length basis and pre-approved by the Audit Committee. Inview of this disclosure in form AOC-2 has not been provided as the same is not applicableto the Company.

The details of the transaction with Related Party are provided in the accompanyingfinancial statement. Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo

As required under Rule 8 (3) of the Companies (Accounts) Rules 2014 the particularsrelating to the conservation of energy technology absorption and the foreign exchangeearnings and out go are NIL. Internal Control and System

Adequate internal controls systems and checks are in place commensurate with thesize of the Company and the nature of its business. The management exercises financialcontrol on the Company's operations through monitoring and standard operating procedures.

Board Evaluation

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.

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 as amended from time to time.

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 2019.

Disclosure on Establishment of a Vigil Mechanism

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.

Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013

There were no complaints reported under the prevention of Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013.

Fraud Reporting (Required by Companies Amendment Bill 2014)

No Fraud reported / observed during the financial year 2018 -19.

AUDITORS

Statutory Auditors

The auditors M/s. NGST & Associates Chartered Accountants (Firm RegistrationNo135159W) were appointed as Statutory Auditors of the Company for the period of fiveconsecutive years in accordance with the provisions of the Companies Act 2013 at theconclusion of Annual General Meeting held on 29th September 2017. In terms of provisionsof section 139 (1) the appointment of M/s NGST & Associates Chartered Accountants asstatutory auditors of the Company.

Secretarial Audit Report

A Secretarial Audit was conducted during the year by the Secretarial Auditor M/sAmruta Kothari & Associates Practicing Company Secretaries Mumbai in accordance withProvisions of Section 204 of the Act. The Secretarial Auditors Report is attached asAnnexure II and forms part of this Report. There are Qualifications or Observations orremarks made by the Secretarial Auditor in the report.

Management reply to the observation raised in the Secretarial Audit Report is as under:

SR. No. Observation Reply
1 Non Compliance with filling INC -22A form with MCA. Due to unavailability of Whole Time Company Secretary the Company was unable to file Form INC-22A.
2 Company has registered with FIU(Financial Intelligence unit India) after prescribed time. Company is regularly filing required documents and submissions with RBI pursuant to RBI Guidelines.
Late filling of board resolution for not accepting public deposit. The Company is under process for Registration with CICs after getting New registration certificate from
Fail to obtain credit rating facility from 2 CICs. RBI on change of name of the Company.

Cost Auditors

Requirements of Appointment of Cost Auditors of the company are not applicable to thecompany.

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 March2019 the applicable accounting standards had been followed along with proper explanationrelating to material departures; The directors had selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company as at 31stMarch 2019.

b) 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;

c) The directors had prepared the annual accounts on a going concern basis;

d) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

e) The proper internal financial controls are in place and that such internal financialcontrols are adequate and are operating effectively.

f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Extract of Annual Return

The extract of Annual Return in format MGT -9 for the Financial Year 2018-19 has beenenclosed with this report.

Acknowledgment

The Directors express their sincere appreciation to the valued shareholders bankersprofessionals clients and devoted employees for their support.

By Order of the Board of Directors
Stephanotis Finance Limited
(Formerly Vora Constructions Ltd.)
Date: 31st August 2019 Sureshbabu Malge Sumit Sureshbabu Malge Anand Jain
Place: Mumbai Chairman & Managing Director Director Chief Finance Officer