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TRC Financial Services Ltd.

BSE: 511730 Sector: Financials
NSE: N.A. ISIN Code: INE759D01017
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NSE 05:30 | 01 Jan TRC Financial Services Ltd
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VOLUME 260
52-Week high 29.90
52-Week low 14.45
P/E
Mkt Cap.(Rs cr) 10
Buy Price 20.00
Buy Qty 25.00
Sell Price 20.90
Sell Qty 99.00
OPEN 21.90
CLOSE 20.00
VOLUME 260
52-Week high 29.90
52-Week low 14.45
P/E
Mkt Cap.(Rs cr) 10
Buy Price 20.00
Buy Qty 25.00
Sell Price 20.90
Sell Qty 99.00

TRC Financial Services Ltd. (TRCFINANCIAL) - Director Report

Company director report

To

The Members

TRC Financial Services Limited

Your Directors' have pleasure to present the Twenty Fourth Annual Report of yourCompany TRC Financial Services Limited for the financial year ended March 31 2018. Inline with the requirements of the Companies Act 2013 and the rules framed thereunderthis report covers the financial results and other developments during the Financial Year1st April 2017 to 31st March 2018.

1. FINANCIAL RESULTS

The financial results of the Company for the year ended March 31st 2018compared to the previous year are summarized below:

(Amount in INR)
Particulars March 31 2018 March 31 2017
Revenue from Operations 723100 856700
Other Income /Loss 77101 83875
Total Expenditure (1801467) (913603)
Net Profit/(Loss) before tax (1001266) 26972
Current Tax - -
Tax Expense for earlier years - 8067
Net Profit/(loss) after Tax (1001266) 18905

2. COMPANY'S AFFAIRS

Your Company has earned a total business revenue of Rs. 723100/- and the net loss ofRs. 1001266/- for the financial year 2017-18 as against the revenue of Rs. 856700/- andprofit of Rs. 18905/- in the previous financial year.

3. PERFORMANCE AND FUTURE PROSPECTS

The Company being an Investment Company and taking into consideration the risks in themarket the earnings of the Company during the F.Y. 2017-18 are at the same level incomparison with the previous F.Y. 2016-17 however due to increase in expenditure theCompany has incurred loss of Rs. 1001266/- during the financial year 2017-18

Further the management of the Company is in process of adopting various measures toenable the Company to be in a position to raise funds in order to enable the Company toenhance its NBFC Business.

4. CHANGE IN MANAGEMENT OF THE COMPANY

Jupiter Capital Private Limited (The Acquirer) had entered into a Share PurchaseAgreement with existing Promoters of the Company on 16th January 2017 foracquiring 2896174 equity shares of Rs. 10/- each representing 57.91% of the totalpaid-up Equity capital/ Voting rights of the Company. After successful completion of openoffer under SEBI (Substantial Acquisition of Shares & Takeovers) Regulations 2011Jupiter Capital Private Limited acquired 398252 equity shares representing 7.96% fromOpen Offer has been inducted in the Promoter Group of the Company.

5. DIVIDEND

The Board of Directors do not recommend any dividend for the financial year ended 31stMarch 2018.

6. TRANSFER OF UNCLAIMED/UNPAID AMOUNT

The Company doesn't have any unclaimed/unpaid amount to be transferred in accordance ofthe provisions of Section 125(2) of the Companies Act 2013.

7. TRANSFER TO RESERVE

No amounts have been transferred to any reserves during the financial year 2017-18.

8. CHANGE IN THE NATURE OF BUSINESS

There are no changes in the nature of business during the financial year 2017-18.Further there are no material changes and commitments affecting the financial position ofthe Company from 01st April 2018 till the date of issue of this report.

9. PUBLIC DEPOSITS

The Company has not accepted fixed deposits falling within the ambit of Section 73 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014and as suchno amount of principal or interest is outstanding.

10. SUBSIDIARY ASSOCIATE AND JOINT VENTURES COMPANIES

The Company does not have any subsidiary as per Clause 2(87) or associate as per Clause2(6) of the Companies Act 2013 or any joint venture Company.

11. SHARE CAPITAL

During the F.Y. 2017-2018 the Company has not issued any fresh Capital further theCompany has not issued any Equity Shares with Differential Rights Sweat Equity SharesEmployee Stock Options.

12. BOARD OF DIRECTORS AND COMMITEES THEREOF

12.1 Board of Directors

The Composition of Board of Directors of the Company is as follows:

Sr.
Name of Director DIN Category
No.
1. Mr. Vijay Mario Sebastian Misquitta 00993141 Managing Director & CFO
2. Mr. Ajay Dilkush Sarupria3 00233245 Non- Executive
3. Mr. Shailesh Ghisulal Hingarh6 00166916 Non – Independent Non- Executive
4. Mr. Harshad Sobhagchand Dholakia 00379819 Non – Executive Independent
5. Mr. Paresh Jayakrishna Patel4 01497453 Non – Executive Independent
6. Ms. Madhuri Augustine Singh 07138862 Non – Executive Independent
7. Mr. Sidhartha Mehra1 07215979 Non – Independent Non- Executive
8. Mr. Naresh Gandhi2 08130774 Non – Executive Independent
9. Mr. K. Sanjay Prabhu5 00023196 Non – Independent Non- Executive

1. Mr. Sidhartha Mehra has been appointed as Additional Director w.e.f 11th May 2018.

2. Mr. Naresh Gandhi has been appointed as Additional Director w.e.f 11th May 2018

3. Mr. Ajay Sarupria has resigned from the Directorship w.e.f. 11th May 2018.

4. Mr. Paresh Patel has resigned from the Directorship of the Company w.e.f. 11th May2018. 5. Mr. K. Sanjay Prabhu has been appointed as Additional Director w.e.f 21st May2018. 6. Mr. Shailesh Hingarh has resigned from the Directorship of the Company w.e.f. 21stMay 2018.

12.2 Board of Directors

? Details of Board Meetings/Committee Meetings

The Board of Directors met five times during the year. The maximum interval between twomeetings did not exceed 120 days as prescribed in the Companies Act 2013. The details asper Standard 9 of the Secretarial Standards-1 on Board meetings / committee Meetings heldduring the financial year 2017-18 are furnished below:.

: 17th May 2017 9th August 2017 2nd September 2017 11th
Board Meeting Dates

November 2017 30th January 2018

: 17th May 2017 9th August 2017 11th November 2017 30th
Audit Committee Meeting Dates
January 2018
Stakeholders Grievances' Committee :

17th May 2017 and 11th November 2017

Meeting Dates
NRC Committee Meeting Dates : 30th January 2018
Investment Committee Meeting Dates :

17th May 2017 and 30th January 2018

Committee Meeting of Independent :

2nd December 2017

Directors for Takeover
Committee Meeting of Independent :
30th January 2018
Directors

? Attendance of Directors at Meetings

Sl. N o Name of the Director Board meeting attended Audit Committee meetings attended NRC Committee meetings attended Investment Committee meetings attended Stakeholder Grievances' Committee meetings attended Independe nt Directors Committee for Takeover Meeting Indepen dent Director s Committ ee
Mr. Vijay
Mario
1. 4 N.A. N.A. 1 2 N.A. N.A.
Sebastian
Misquitta
Mr. Ajay
2. Dilkush 5 4 1 N.A. N.A. N.A. N.A.
Sarupria
Mr. Shailesh
3. Ghisulal 2 N.A. N.A. 1 1 N.A. N.A.
Hingarh
Mr. Harshad
4. Sobhagchand 5 4 1 1 2 1 1
Dholakia
Mr. Paresh
5. Jayakrishna 4 4 1 N.A. N.A. 1 1
Patel
Ms. Madhuri
6. Augustine 5 N.A. N.A. N.A. N.A. 1 1
Singh

? Changes in Directors/ Key Managerial Personnel

During the year under review there were no changes in the constitution of Directors.Mr. Vijay Mario Sebastian Misquitta has been appointed as Managing Director in the BoardMeeting held on 30th January 2018 subject to approval of the members in theensuing Annual General Meeting.

After 31st March 2018 the following changes took place in the composition:

1. Mr. Sidhartha Mehra has been appointed as Additional Director (Category: NonExecutive Director) in the Board Meeting held on 11th May 2018.

2. Mr. Naresh Gandhi has been appointed as Additional Director (Category: IndependentDirector) in the Board Meeting held on 11th May 2018

3. Resignation of Mr. Ajay Sarupria from the Directorship of the Company w.e.f. 11thMay 2018.

4. Resignation of Mr. Paresh Patel from the Directorship of the Company w.e.f. 11th May2018.

5. Mr. K. Sanjay Prabhu has been appointed as Additional Director (Category: NonExecutive Director) by the Board of Directors w.e.f. 21st May 2018.

6. Mr. Shailesh Hingarh has resigned from the Directorship of the Company w.e.f. 21stMay 2018.

? Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. Vijay Mario Sebastian Misquitta (DIN: 00993141)retires by rotation at 24th Annual General Meeting and being eligible hasoffered himself for re-appointment.

The Board of Directors recommends the shareholders to re-appoint him at the 24th AnnualGeneral Meeting

? Committee Meeting Independent Directors

During the year under review the Independent Directors met on 30th January 2018inter alia to discuss:

1. Evaluation of performance of Non Independent Directors and the Board of Directors asa whole;

2. Evaluation of performance of the Chairman of the meetings of the Company takinginto account the views of Executive and Non Executive Directors.

3. Evaluation of the quality content and timelines of flow of information between theManagement and the board that is necessary for the Board to effectively and reasonablyperform its duties

? Declaration from Independent Directors

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosures Requirements) Regulations 2015.

? Performance Evaluation of the Board/ Committees and Independent Directors

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and Independent Directors pursuant to the applicable provisions of theAct.

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings.

In a separate meeting of Independent Directors performance of non-independentdirectors and performance of the board as a whole was evaluated taking into account theviews of executive directors and non-executive directors.

12.3 Committees of Board of Directors

? Audit Committee*

The Audit Committee of Directors is constituted as per the provisions of Section 177 ofthe Companies Act 2013. The Composition of Audit Committee is as follows:

Sr. Name of Member DIN Category
No.
1. Mr. Naresh Gandhi Chairman 08130774 Non – Executive Independent
2. Mr. Sidhartha Mehra 07215979 Non – Executive Non Independent
3. Mr. Harshad Dholakhia 00379819 Non – Executive Independent
4. Mr. Vijay Mario Sebastian Misquitta 00993141 Managing Director

*Audit Committee was reconstituted effective from 11th May 2018 where Mr.Sidhartha Mehra Mr. Naresh Gandhi and Mr. Vijay Mario Sebastian Misquitta were inductedin place Mr. Ajay Dilkush Sarupria and Mr. Paresh Jayakrishna Patel.

? Nomination and Remuneration Committee*

The Nomination & Remuneration Committee of Directors is constituted in accordancewith the requirements of Section 178 of the Companies Act 2013. The Composition ofNomination and Remuneration Committee is as follows:

Sr. Name of Director DIN Category
No.
1. Mr. Naresh Gandhi – Chairman 08130774 Non – Executive Independent
2. Mr. Sidhartha Mehra 07215979 Non- Executive Non Independent
3. Mr. Harshad Sobhagchand Dholakia 00379819 Non – Executive Independent

*Nomination and Remuneration Committee was reconstituted effective from 11thMay 2018 where Mr. Sidhartha Mehra and Mr. Naresh Gandhi were inducted in place Mr. AjayDilkush Sarupria and Mr. Paresh Jayakrishna Patel.

The nomination and remuneration policy is available at the registered office of thecompany for inspection.

? Stakeholders Relationship Committee*

Pursuant to Section 178 of the Companies Act 2013 the Board of Directors hasconstituted the Stakeholders Relationship Committee. The Composition of StakeholdersRelationship Committee is as follows:

Sr. Name of the Member Category
No.
1. Mr. Naresh Gandhi – Chairman 08130774 Non – Executive Independent
2. Mr. Sidhartha Mehra 07215979 Non- Executive Non Independent
3. Mr. Vijay Mario Sebastian Misquitta 00993141 Managing Director
4. Ms. Madhuri Singh 07138862 Non – Executive Independent

* Stakeholders Relationship Committee was reconstituted effective from 21stMay 2018 where Mr. Sidhartha Mehra Mr. Naresh Gandhi and Ms. Madhuri Singh were inductedin place of Mr. Harshad Sobhagchand Dholakia and Mr. Shailesh Ghisulal Hingarh.

? Investment Committee*

The Board of Directors has constituted the Investment Committee to co-ordinate andoversee the organizations investment portfolio as required under RBI's NBFC regulations.Composition of the same is as follows

Sr. Name of Director DIN Category
No.
1. Mr. Vijay Mario Sebastian Misquitta – 00993141 Managing Director & CFO
Chairman
2. Mr. Naresh Gandhi 08130774 Non – Executive Independent
3. Mr. Sidhartha Mehra 07215979 Non – Independent Non- Executive

*Investment Committee was reconstituted effective from 11th May 2018 whereMr. Sidhartha Mehra and Mr. Naresh Gandhi were inducted in place Mr. Harshad SobhagchandDholakia and Mr. Shailesh Ghisulal Hingarh

? Committee of Independent Directors for Takeover*

The Board of Directors pursuant to regulation 26(6) of Securities and Exchange Board ofIndia (Substantial Acquisition of Shares and Takeovers) Regulations 2011 has constitutedthe independent Directors Committee for Takeover to provide reasoned recommendation on theopen Offer to the Shareholders for acquisition of Equity Shares/ Voting Rights underRegulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares & Takeovers)Regulations 2011. Composition of the same is as follows

Sr. Name of Director DIN Category
No.
1. Mr. Harshad Sobhagchand Dholakia – 00993141 Non – Executive Independent
Chairman
2. Mr. Paresh Jayakrishna Patel 00379819 Non – Executive Independent
3. Mr. Madhuri Augustine Singh 00166916 Non – Executive Independent

*The Committee was formed for the purpose of providing recommendation on Open Offer tothe Equity Shareholders of the Company. Post successful Open Offer the purpose of theCommittee is served and therefore it is dissolved.

13. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act 2013 and the Companies (CorporateSocial Responsibility Policy) Rules 2014 in respect of Corporate Social Responsibilityare not applicable to the Company.

14. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism/whistle blower policy to deal with instances of fraudand mismanagement.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

The Company has received RBI approval for the application of change in control andManagement of the Company vide its letter no. 953/ 13.20.121/2017-18 dated 25th October2017.

16. STATUTORY AUDITORS

In accordance with the provisions of Section 139 of the Companies Act 2013 read withCompanies (Audit and Auditors) Rules 2014 M/s. Harish Hedge & Co CharteredAccountants as Statutory Auditors of the Company were appointed for 4 years from theconclusion of 22nd AGM till the conclusion of the 27th AGM to be held in the year 2020subject to ratification by members at every AGM or as may be necessitated by the Act fromtime to time.

However Ministry of Corporate Affairs vide its notification dated 7th May 2018 has doneaway with the requirement of the ratification of the appointment of Statutory Auditors atevery Annual General Meeting and hence M/s Harish Hedge & Co. shall continue asStatutory Auditors for the remaining period of the term till the AGM to be held in theyear 2020.

17. STATUTORY AUDITORS' REPORT

The Statements made by the Auditors in their report are self-explanatory and doesn'trequire any comments by the Board of Directors.

18. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal financial control and risk mitigationsystem commensurate with the size of the Company and nature of its business. The Companyis following all the applicable Accounting Standards for properly maintaining the books ofaccounts and reporting financial statements. The Audit committee actively reviews theadequacy and effectiveness of the Internal Financial control and suggests the improvementsfor the same.

19. RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy which helps the Company inidentification of risk lays down procedure for risk assessment and procedure for riskminimization.

20. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Since the Company is a registered entity under the Reserve Bank of India to conduct thebusiness of Non Banking Financial Services pursuant to the section of 186 (11) (a) (b)of the Companies Act 2013 the company is exempted from complying with the provisions.

Further details of Investments made by the Company during the year review form a partof the financial statements.

21. RELATED PARTY TRANSACTIONS

There were no transactions falling under the purview of Section 188 of the CompaniesAct 2013 and the rules framed thereunder.

22. PARTICULARS OF TRANSACTION BETWEEN THE COMPANY AND THE NON EXECUTIVE DIRECTORS

During the year under review the company has not entered into any transaction with itsNon Executive Directors.

23. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

In order to prevent sexual harassment of women at workplace your company has adopted aPolicy for prevention of sexual harassment of women at workplace and no such complaintshave been reported.

24. COMPLIANCE WITH THE ICSI SECRETARIAL STANDARDS

The relevant Secretarial Standards issued by the Institute of Company Secretaries ofIndia (ICSI) related to the Board Meetings and General Meetings have been complied with bythe Company.

25. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013 in relation to financialstatements for the year ended 31st March 2018 the Board of Directors statethat:

a. In the preparation of the Annual Accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures

b. The Directors had selected such Accounting Policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

c. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; d.The Directors had prepared the Annual Accounts on a going concern basis.

e. The Directors had laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and were operating effectively.

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

26. 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 is enclosed as "Annexure A" to thisreport.

27. SECRETARIAL AUDITORS

M/s Priti J Sheth & Associates Practicing Company Secretaries were appointed assecretarial Auditors pursuant to the provisions of Section 204 of the Companies Act 2013and the rules made there under the Company to undertake the Secretarial Audit of theCompany for the Financial Year 2017-18.

The Board has appointed M/s. Priti J Sheth & Associates Practicing CompanySecretaries as secretarial auditor of the Company for the Financial Year 2018-19

28. SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the financial year 2017-18 forms part of Annual Reportas "Annexure B" to the Boards Report

The Secretarial Audit report contains qualified opinion with respect to Non appointmentof Whole –time Company Secretary Internal Auditors promoter holding minor amount ofEquity shares of the Company in physical form

The Board of Directors would like to inform the members with respect to abovementionedqualification that the Company is in search of a Whole Time Company Secretary and anInternal Auditor who meets the criteria for appointment fixed by the Board of Directorsand the Board will ensure the minor amount of equity shares held in physical form would bedematerialized at the earliest.

29. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

(A) CONSERVATION OF ENERGY

i. The Steps Taken Or Impact On Conservation Of Energy: The Company takes necessarymeasure to conserve energy at its offices. ii. The Steps Taken By The Company ForUtilizing Alternates Source Of Energy: NIL iii. The Capital Investment on energyconservation equipments: NIL

(B) TECHNOLOGY ABSORPTION

i. The efforts made towards technology absorption: NIL ii. The benefits derived likeproduct improvement cost reduction product development or import substitution:

NIL iii. In case of imported technology (imported during last three years reckoned frombeginning of financial year)

? Details of technology imported: Nil

? Year of Import: Nil

? Whether technology has been fully absorbed: Nil

? If not fully absorbed areas where absorption has not taken place and the reasonsthereof: Nil

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of Foreign exchange earnings and outgo during the period under review is asunder:

Particulars As at March 31 2018 As at March 31 2017
Foreign Exchange earned Nil Nil
Foreign Exchange used Nil Nil

For and on behalf of the Board of Directors

TRC FINANCIAL SERVICES LIMITED

Sd/- Sd/-
Vijay Mario Sebastian Shailesh Ghisulal Hingarh
Misquitta
Managing Director & CFO Director
DIN: 00993141 DIN: 00166916

Place: Mumbai

Date: 21st May 2018