Subway Finance & Investment Co. Ltd.
Your Directors are pleased to present their Annual Report and the Company's auditedfinancial statement for the financial year ended March 31 2018.
1. Financial Summary/Highlights
The Company's financial performance for the year ended 31st March 2018 issummarised below:
|Particulars ||31s* March 2018 ||31s* March 2017 |
|Total Income ||1078015 ||1483505 |
|Less: Expenses ||728927 ||707085 |
|Profit before exceptional and extraordinary items and tax ||349088 ||776420 |
|Exceptional items ||- ||- |
|Profit before extraordinary items and tax ||349088 ||776420 |
|Less: extraordinary items ||- ||- |
|Profit before tax ||349088 ||776420 |
|Current Tax ||89890 ||- |
|Deferred Tax ||- ||- |
|Profit After Taxation ||259198 ||776420 |
2. The State of the Company's affairs :
During the year under review the Company achieved gross revenue from operations of Rs.1078015/- . The Company reported Profit Before Tax of Rs. 349088/- and Profit AfterTax of Rs. 259198/- as compared to the previous year.
There was no change in nature of the business of the Company during the year underreview.
3. Report on performance of Subsidiaries Associates and Joint Venture Companies
The Company did not have any subsidiaries associates or joint ventures during thefinancial year.
Transfer to reserves
During the financial year The Company has transferred an amount of Rs. 51839.57/- toReserves Account maintained under section 45IC of RBI 1934 out of profits of the Companyfor the financial year 2017-18.
4. Particulars of loans guarantees or investments under Section 186
The Company is Non-Banking Financial Company . Hence particulars of details of loansguarantee security or investments covered under Section 186 of the Companies Act 2013which is required to furnished are not applicable to the Company. Although particulars ofloans guarantees and investments provided during the financial year under review has beenfurnished in Notes to Accounts which forms part of the financials of the Company.
With a view to conserve resources Directors have thought it prudent not to recommendany dividend for the financial year under review. The Company has not transferred anyamount to the Investor Education & Protection Fund (IEPF) and no amount is lying inUnpaid Dividend A/c of the Company.
6. Public Deposits
During the financial year 2017-18 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.
7. Matters related to Directors and Key Managerial Personnels (KMP)
The Board of your Company consists of Seven Directors and CFO and CS on the financialyear end date is as follows:
The Company has following Directors & KMP in the Company:
|Name of the Director and KMP ||Designations |
|Mr. Sandeep Parikh ||Independent Director |
|Mr. Dilip Karelia ||Independent Director |
|Mrs. Janaki Shah ||Independent Director |
|Mr. Jay Ajit Jhaveri ||Independent Director |
|Mr. Ishan Rahul Shah ||Managing Director (Appointed On 15/04/2017) |
|Mr. Mayur Kantilal Shah ||CFO (Appointed On 11/10/2017) |
|Mrs. Bhavana Suketu Shah ||Director (Appointed On 15/04/2017) |
|Mrs. Sangita Kalpesh Shah ||Director (Appointed On 15/04/2017) |
|Mrs. Khushboo Shah ||Company Secretary (Appointed On 15/04/2017 and Resigned W.E.F. 31st March 2018) |
Mr. Kalpesh Kanubhai Shah Mr. Mayur Shah and Mr. Kalpesh Kanubhai Shah resigned asDirector of the Company with effect from 15th April 2017 due to personalreasons.
All the Directors have rich experience and specialized knowledge in various areas ofrelevance to the Company. The Company is immensely benefited by the range of experienceand skills that the Directors bring to the Board. The composition of the Board is as perthe Companies Act 2013 and the SEBI (Listing Obligations and Disclosures Requirements)Regulation 2015.
None of the Directors are disqualified from being appointed/re-appointed as Directorsof the Company as per the disclosure received from them pursuant to Section 164(2) of theCompanies Act 2013.
None of the Non-executive Directors had any pecuniary relationships or transactionswith the Company which may have potential conflict with the interests of the Company atlarge.
8. Declaration by Independent Director(s) and re-appointment if any
The Company has Four Independent Directors on the Board. The Company has receivednecessary declaration from each Independent Director under Section 149 (7) of theCompanies Act 2013 that the Independent Directors of the Company meet the criteria fortheir independence laid down in Section 149 (6) of the Companies Act 2013.
9. Changes in Key Managerial Personnel
During the year under review pursuant to the provision of Section 203 of the CompaniesAct 2013 read with Rule 8 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rule 2014 and other application provisions if any of the Companies Act2013 (including any statutory modification or re-enactment thereof) Mr. Mayur KantilalShah was appointed as Chief Financial Officer w.e.f. 11 October 2017.
Further Mr. Bhupendra Ratilal Kadhi Chief Financial Officer resigned w.e.f. 15thApril 2017 respectively due to other personnel commitments.
10. Committees of the Board
The Board of Directors of your Company has constituted the following committees interms of the provisions of the Companies Act 2013 and the SEBI (Listing Obligations andDisclosures Requirements) Regulation 2015:
Nomination and Remuneration Committee
Stakeholders' Relationship Committee
11. Board Evaluation
The Board has carried out an annual performance evaluation of its own performance andof the directors individually as well as the evaluation of all the committees i.e. AuditNomination and Remuneration Committee.
The Board adopted a formal evaluation mechanism for evaluating its performance and aswell as that of its Committees and individual directors including the Chairman of theBoard the exercise was carried out by feedback survey from each directors covering Boardfunctioning such as composition of Board and its Committees experience and competenciesgovernance issues etc. Separate Exercise was carried out to evaluate the performance ofindividual directors including the Chairman of the Board who were evaluated on parameterssuch as attendance contribution at the meeting etc.
Separate meetings of the Independent Director were also held to evaluate theperformance of the Executive and Non-executive Directors on the Board.
12. Annual Return
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 the Companyhas placed its Annual Return (as at 31st March 2017 and as at 31st March 2018) referredto in Section 92(3) in MGT-7 format on the below mentioned web-address:-
13. Extract of Annual Return
The details forming part of the extract of the Annual Return in Form MGT - 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are enclosed as 'Annexure V to this report.
14. Risk Management:
The Board of Directors of the Company has designed Risk Management Policy andGuidelines to avoid events situations or circumstances which may lead to negativeconsequences on the Company's businesses and define a structured approach to manageuncertainty and to make use of these in their decision making pertaining to all businessdivisions and corporate functions. Key business risks and their mitigation are consideredin the annual/strategic business plans and in periodic management reviews.
15. Particulars of remuneration to Directors
During the financial year 2017-18 no remuneration was paid to any of the Directors ofthe Company.
16. Particulars of contracts or arrangements made with related parties
There were no new contract or arrangements entered into by the Company with relatedparties referred to in sub-section (1) of Section 188 of the Companies Act 2013 during thefinancial year 2017-2018. Hence particulars of related party contracts or arrangements inform AOC - 2 is not applicable.
17. Material changes and commitments affecting financial position between the end ofthe financial year and date of report
There are no material changes and commitments affecting financial position between theend of the financial year and date of report.
18. Directors' Responsibility Statement
In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31st March 2018 the Board ofDirectors hereby confirms that:
a) in the preparation of the accounts for the financial year ended on 31st March 2018the applicable accounting standards have been followed and there are no materialdepartures from the same.
b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2018 and of the Profit ofthe Company for the year ended on that date.
c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
d) the Directors had prepared the accounts for the financial year ended on 31st March2018 on a 'going concern' basis.
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls were adequate and were operatingeffectively.
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
19. Management Discussion & Analysis
A separate report on Management Discussion & Analysis is appended to this AnnualReport and forms part of this Directors' Report as 'Annexure II'.
20. Disclosure of Internal Financial Controls
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Statutory Auditors of the Company forinefficiency or inadequacy of such controls.
21. Auditors and Auditors" Report
a) Statutory Auditors
M/s. Priya Choudhary & Associates (Registration No. 011506C) CharteredAccountants Statutory Auditors of the Company hold office till the conclusion of 37thAnnual General Meeting. The replies to the comments of Statutory Auditors in AuditorsReport are as follows:-
1. Interest Income: Income has been recognized only on the basis of confirmationreceived from the concerned parties while actual receipt is not made during the period.Further there are no specific documentations available for changes in the rate of intereston the said loans advanced by NBFC during the said period. - Board accepts the-qualification given by Statutory Auditor and assures to maintain better records anddocumentations thereon.
2. As per explanations provided to us there were no bank transactions throughout theyear since the current account was blocked by the Income tax department due to recoveriesof statutory dues from the Director of the company in his personal income tax matter -Board accepts the qualification given by Statutory Auditor and is in the process of takingnecessary action for the same.
Note: However on May 7th 2018 Section 40 of the Companies Amendment Act2017 (amending Section 139 of the Companies Act 2013) has been notified wherebyratification of Statutory Auditor's appointment is not required at every Annual GeneralMeeting.
b) Secretarial Auditors
The Board has appointed M/s M/s. Vijay S. Tiwari & Associates. Practicing CompanySecretaries to conduct the Secretarial Audit of the Company for the financial year2017-2018 as required under Section 204 of the Companies Act 2013 and Rules thereunder.
Secretarial Audit Report issued by M/s M/s. Vijay S. Tiwari & AssociatesPractising Company Secretaries in Form MR-3 for the financial year 2017-18 forms part tothis report as Annexure IV. The said report does not contain any observation orqualification requiring explanation or comments from the Board under Section 134(3) of theCompanies Act 2013.
c) Internal Auditors
M/s. Vidhi Shah & Associates were appointed the Internal Auditors of the Companyfor the financial year 2017-18. Based on the recommendation of the Audit Committee of theCompany the Board of Directors has appointed M/s. Vidhi Shah & Associates as theInternal Auditors of the Company for the financial year 2017-18.
d) Cost Records:
Pursuant to the provisions of Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time the Companyis not required to maintain Cost Records under said Rules.
e) Reporting of frauds By Statutory Auditors under Section 143(12):
There were no incidences of reporting of frauds by Statutory Auditors of the Companyunder Section 143(12) of the Act read with Companies (Accounts) Rules 2014.
22. Disclosures related to Board Committees and Policies
The Board of Directors met Six times during the financial year ended 31st March 2018 inaccordance with the provisions of the Companies Act 2013 and rules made thereunder.
The Company has complied with the applicable Secretarial Standards in respect of allthe above Board meetings.
Your Directors have in compliance with the provisions of Section 177 of the CompaniesAct 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 constituted the Audit Committee of the Board.
As on date the members of the Audit Committee are:
1. Mr. Sandeep Parikh (Chairman)
2. Mr. Jay Ajit Jhaveri (Member)
3. Mr. Dilip Karelia (Member).
The Audit Committee met four times during the financial year ended 31st March 2018
During the year under review the Board of Directors of the Company had accepted allthe recommendations of the Committee.
Nomination & Remuneration Committee
The Nomination and Remuneration Committee of Directors as constituted by the Board ofDirectors of the Company in accordance with the requirements of Section 178 of the Act.
The composition of the committee is as under:
1. Sandeep Parikh (Chairman)
2. Dilip Karelia ( Member)
3. Janki Shah (Member)
During the year under review the Board of Directors of the Company had accepted allthe recommendations of the Committee.
Policy on Nomination and Remuneration of Directors KMPs and other employees
In terms of sub-section 3 of Section 178 and Regulation 19 of SEBI (Listing Obligationsand Disclosures Requirements) Regulations 2015 of the Companies Act 2013 theNomination and Remuneration Committee of the Company has laid down a policy on theselection and appointment of Directors and the Senior Management of the Company and theirremuneration including criteria for determining qualifications positive attributesindependence of a Director and other matters.
During the year 2017-2018 2 (Two) meetings of the Nomination and RemunerationCommittee were held on 15 April 2017and 11 October 2017.
Stakeholders Relationship Committee
During the year under review pursuant to Section 178 of the Companies Act 2013 theBoard of Directors of the Company has constituted the Stakeholder's RelationshipCommittee comprising of Mr. Dilip Karelia Mr. Mayur Shah and Sandeep Parikh.
Mr. Dilip Karelia has been appointed the Chairman of the Stakeholders' RelationshipCommittee. The Company Secretary acts as the Secretary of the Stakeholders' RelationshipCommittee.
The Company has established and adopted Vigil Mechanism and the policy thereof forDirectors and employees of the Company in accordance with the provisions of Companies Act2013 as well as Listing Regulations. During the year under review no personnel of theCompany approached the Audit Committee on any issue falling under the said policy. Thevigil mechanism policy is available on the website www.subwavfinance.in
Corporate Social Responsibility
The Company is not falling in any criteria as mentioned in Section 135 of the Act readwith Companies (Corporate Social Responsibility Policy) Rules 2014 the Act. Henceprovision of CSR is not applicable to the Company.
The properties assets and inventories of your Company are adequately insured.
24. Maintenance Cost Records
Pursuant to the provisions of Section 148 of the Companies Act 2013 read with theCompanies
(Cost Records and Audit) Rules 2014 as amended from time to time the Company is notrequired to maintain Cost Records under said Rules.
25. Disclosure under Section 197(12) of the Companies Act 2013 and other disclosuresas per rule 5 of companies (Appointment & Remuneration) Rules 2014
The Company is not paying any remuneration to the Directors and KMP of the Company.Further the Company does not have any employees.
26. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo
The particulars as required under the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are furnished below
A. Conservation of Energy:
|Steps taken or impact on conservation of energy ||Taking in to consideration business of the Company The Company has not spent any substantial amount on Conservation of Energy to be disclosed here. |
|Steps taken by the company for utilizing alternate sources of energy |
|Capital investment on energy conservation equipments |
B. Technology Absorption
Efforts made towards technology absorption: Considering the nature of activitiesof the Company there is no requirement with regard to technology absorption.
Benefits derived as a result of the above efforts: Since the Company did makeany technology absorption there was no benefit derived from the same.
In case of imported technology (imported during the last 3 years reckoned fromthe beginning of the financial year): no new technology has been imported during the year.
(a) the details of technology imported: Not Applicable
(b) the year of import: Not Applicable
(c) whether the technology been fully absorbed: Not Applicable
(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof: Not Applicable
Expenditure Incurred on Research and Development: The Company has not spent anymoney on Research and Development during the financial year 17-18.
C. Foreign exchange earnings and outgo
There was no Foreign Currency earning and expenditure during the year.
27. Disclosure Under Section 43(a)(ii) Of The Companies Act 2013
The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.
28. Disclosure Under Section 54(l)(d) Of The Companies Act 2013
The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(l)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debenture) Rules 2014 is furnished.
29. Disclosure under Section 62(1) (b) of the Companies Act 2013:
The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62(l)(b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.
30. Disclosure under Section 67(3) of the Companies Act 2013
During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014 is furnished.
31. Details of Significant and material orders passed by the regulators
There were no significant/material orders passed by the regulators or courts ortribunals impacting the going concern status of your Company and its operations in future.
32. Policy on Sexual Harassment at workplace
Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
33. Disclosure Regarding Internal Complaints Committee
The provision to constitute an Internal Compliance Committee as mentioned under theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013is not applicable to the Company as the Company does not have any employees.
Your Directors would like to express their grateful appreciation for the assistancesupport and co-operation received from the Financial Institutions Banks GovernmentAuthorities and Shareholders during the year under review.
Your Directors also wish to place on record their deep sense of appreciation for thecommitted services of the employees of the Company at all levels.
For and on behalf of the Board of Directors Subway Finance & Investment Co. Ltd.
Ishan Rahul Shah
Chairman & Managing Director
701 Saroj Building Opp Pawanhans
S.V.Road.Vile Parle West Mumbai 400056
Place: Mumbai Date: 14th August 2018