of Subway Finance & Investment Co. Ltd
17 Forthefinancial year 2016-
NAMES OF THE PAST AND PRESENT DIRECTORS OF THE COMPANY WITH DIRECTOR IDENTIFICATIONNUMBER
|Name of Director ||DIN ||Designation |
|Kalpesh Shah ||01227205 ||Managing Director |
|(ceased w.e.f 15.04.2017) || || |
|Mayur Shah ||01227368 ||Director |
|(ceased w.e.f 15.04.2017) || || |
|Suketu Shah ||01227301 ||Director |
|(ceased w.e.f 15.04.2017) || || |
|Janaki Shah ||06906873 ||Independent Director |
|Jay Jhaveri ||06373036 ||Additional Independent Director |
|(Appointed w.e.f 13.02.2017) || || |
|Ashok Tanna ||01584634 ||Independent Director |
|(ceased w.e.f 04.07.2016) || || |
|Sandeep Parikh ||00022365 ||Independent Director |
|Dilip Karelia ||03411839 ||Independent Director |
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 31 201 7.
The Company's financial performance for the year ended 31 st March 2017 is summarisedbelow:
|Particulars ||31st March 2017 ||31st March 2016 |
|Total Income ||1483505 ||(202800) |
|Less: Expenses ||707085 ||733289 |
|Profit before exceptional and extraordinary items and tax ||776420 ||(936089) |
|Exceptional items ||- ||- |
|Profit before extraordinary items andtax ||776420 ||(936089) |
|Less: extraordinary items ||- ||- |
|Profit before tax ||776420 ||(936089) |
|Current Tax ||- ||- |
|Deferred Tax ||- ||- |
|Profit After Taxation ||776420 ||(936089) |
During the year under review the Company reported gross profit from operations of Rs.1483505/- as against to loss of Rs. 202800/- during the financial year . 2015-16 TheCompany reported Profit Before Tax of Rs. 776420/- and Profit After Tax of Rs.776420/- as against to loss of Rs. 936089/- for the previous financial year.
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. 155284 out ofprofits of the Company for the financial year 2016-17 to Reserve Account.
Particulars of loans guarantees or investments under Section 186
The Company is NonBanking Financial Company. Hence particulars of details ofloans guarantee security or investments covered under Section 186 of the Companies Act2013 which is required to furnished are not applicable to the Company. Althoughparticulars of loans guarantees and investments provided during the financial year underreview has been furnished in Notes to Accounts which forms part of the financials of theCompany.
With a view to conserve resources Directors have thought it prudent not to recommendany dividend for the financial year under review.
Change in the nature of business
There was no change in the nature of business of the Company during the financial year.
During the financial year 2016-17 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.
Directors and Key Managerial Personnel
The Board of your Company consists of Eight Directors and CFO and CS on the financialyear end date isas follows: The Company has following Directors & KMP in the Company:
|KALPESH SHAH ||MANAGING DIRECTOR (ceased w.e.f 15.04.2017) |
|SANDEEP PARIKH ||INDEPENDENT DIRECTOR |
|DILIP KARELIA ||INDEPENDENT DIRECTOR |
|JANAKI SHAH ||INDEPENDENT DIRECTOR |
|JAY JHAVERI ||ADDITIONAL INDEPENDENT DIRECTOR (appointed w.e.f 13.02.2017) |
|ASHOK TANNA ||INDEPENDENT DIRECTOR (ceased w.e.f 04.07.2016) |
|SUKETU SHAH ||DIRECTOR (ceased w.e.f 15.04.2017) |
|MAYUR SHAH ||DIRECTOR (ceased w.e.f 15.04.2017) |
|BHUPENDRA KADHI ||CFO |
|KHUSHBOO SHAH ||CS |
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.
Declaration by Independent Director(s) and re-appointment if any
The Company has two 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.
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 and Disclosures Requirements) Regulation 2015:
Nomination and Remuneration Committee
Stakeholders' Relationship Committee
The details regarding composition and meetings of these committees held during the yearunder review as also the meetings of the Board of the Board of Directors are given in theCorporate Governance Report which may be taken as forming part of this report
In accordance with the provisions of the Companies Act 2013 read with the rules madethere under and the SEBI (Listing Obligations and Disclosures Requirements) Regulations2015 the Board has carried out formal annual evaluation of its own performanceperformance of its various Committees and individual Directors. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Reportwhich may be taken as forming part of this Report.
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 the Nomination and Remuneration Committee of theCompany has laid down a policy on the selection and appointment of Directors and theSenior Management of the Company and their remuneration including criteria for determiningqualifications positive attributes independence of a Director and other matters.
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 I' tothis report.
The details of the risk management framework adopted and implemented by the Company aregiven in the Corporate Governance Report which may be taken as forming part of thisReport.
Particulars of remuneration to Directors
During the financial year 2016-17 no remuneration was paid to any of the Directors ofthe Company.
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 the financial year 2015-2016. Hence particulars of relatedparty contracts or arrangements in form AOC - 2 is not applicable.
Material changes and commitments affecting financial position between the end of thefinancial 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.
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 2017 theBoard of Directors hereby confirms that: a) in the preparation of the accounts for thefinancial year ended on 31st March 2017 the applicable accounting standardshave been followed and there are no material departures from the same. b) the Directorshad selected such accounting policies and applied them consistently and made judgments andestimates that were reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2016 and of the loss of the Company for the yearended on that date. c) the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities. d) the Directors had prepared the accounts for the financial yearended on 31 st March 2016 on a going concern' basis. e) the Directorshave laid down internal financial controls to be followed by the Company and that suchinternal financial controls were adequate and were operating effectively. f) the Directorshave devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems are adequate and operating effectively.
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'.
Report on Corporate Governance
The compliance with the corporate governance provisions specified in SEBI (ListingObligations and Disclosure Requirements) Regulation
2015 is not applicable to our Company.
But Company voluntarily complies with the Regulation 34(3) read with Schedule V of theSEBI (Listing Obligations and Disclosure Requirements) Regulation 2015; a detailed Reporton Corporate Governance is enclosed as a part of this Annual Report as AnnexureIII'.
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.
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 Notes on the financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments.
The Auditors' Report contains qualification saying -
"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.Matter has been qualified in our report & our opinion is only based on confirmations& information provided by the management in this regard. Furthermore there are nospecific documentations available for changes in the rate of interest on the said loansadvanced by NBFC during the said period."
Response of Board : Board accepts the Qualification given by Statutory Auditor andassures to maintain better records and documentations thereon. b) Secretarial Auditors
The Board has appointed M/s Vijay Kumar Tiwari & Associates. Practicing CompanySecretaries to conduct the Secretarial Audit of the
Company for the financial year 2016-2017 as required under Section 204 of theCompanies Act 2013 and Rules thereunder. The secretarial audit report for financial year2016-2017 forms part of the Directors Report asAnnexure IV'. c) InternalAuditors
M/s. Vidhi Shah & Associates were appointed the Internal Auditors of the Companyfor the financial year 2016-17. 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 2016-17.
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year 6 Board Meetings and 4 Audit Committee Meetings were convened and held. Thedetails of which are given in the Corporate Governance Report. The intervening gapbetween the
Meetings was within the period prescribed under Regulation 18 of the SEBI (ListingObligation and Disclosures Requirements) Regulations
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.
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 AuditCommittee of the Board. As on date the members of the Audit Committee are Mr. SandeepParikh (Chairman)Mr. Ashok Tanna (Member)Mr. Dilip Karelia (Member).
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.subwayfinance.in
The properties assets and inventories of your Company are adequately insured.
The Company considers human resources as its most critical asset and is putting inplace various practices to ensure healthy work environment. Industrial relations continuedto be cordial and harmonious throughout the year.
Disclosure under Section 197(12) of the Companies Act 2013 and other disclosures asper 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.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
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 |
|Steps taken by the company for utilizing alternate sources of energy ||Conservation of Energy to be disclosed here. |
|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 didmake any technology absorption there was no benefits derived from the same.
In case of imported technology (imported during the last 3 years reckoned from thebeginning 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: NotApplicable (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 2016-17.
C. Foreign exchange earnings and outgo
There was no Foreign Currency earning & expenditure during the year.
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.
Disclosure Under Section 54(1)(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(1) (d) of the Act read with Rule8(13) of the Companies (Share Capital and Debenture) Rules 2014 is furnished.
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(1)(b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.
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.
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.
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 and Redressal) Act 2013
Your Directors would like to express their grateful appreciation for the assistancesupport and co-operation received from the Financial Institutions
Banks Government Authorities 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 |
|DIN: 06966381 |
|Managing Director |
|Block No 8 468 A Hanuman Prasad |
|1st Floor King Circle Mumbai 400019 |
|Place: Mumbai |
|Date: 14th August 2017 |