TRC Financial Services Limited
Your Directors' have pleasure to present the Twenty Fifth Annual Report of yourCompany TRC Financial Services Limited for the financial year ended March 312019. In line with the requirements of the Companies Act 2013 and the rules framedthereunder this report covers the financial results and other developments during theFinancial Year 1st April 2018 to 31st March 2019.
1. FINANCIAL RESULTS
The financial results of the Company for the year ended March 31st 2019compared to the previous year are summarized below:
|(Rupees in Lacs) || || |
|Particulars ||March 31 2019 ||March 31 2018 |
|Revenue from Operations ||62.59 ||0.39 |
|Other Income /Loss ||0.04 ||0.04 |
|Total Expenditure ||70.23 ||18.00 |
|Net Profit/(Loss) before tax ||(7.60) ||(17.57) |
|Current Tax ||- ||- |
|Tax Expense for earlier years ||- ||- |
|Net Profit/(loss) after Tax ||(7.60) ||(17.57) |
2. COMPANY'S AFFAIRS
Your Company has earned a total business revenue of Rs. 62.63 Lacs and the net loss ofRs. 7.60 Lacs for the financial year 2018-19 as against the revenue of Rs. 0.43 lacs andnet loss of Rs. 17.57 in the previous financial year.
3. PERFORMANCE AND FUTURE PROSPECTS
Your Company has prepared the Financial Statements in accordance with Indian AccountingStandards ("IND AS") notified under the Companies (Indian Accounting Standards)Rules 2015 as amended by the Companies (Indian Accounting Standards) Rules 2016. TheCompany has adopted IND AS from 1st April 2018 with effective transition date of 1stApril 2017 and accordingly these Financial Statements together with the FinancialStatements for the comparative reporting period have been prepared with the recognitionand measurement principles stated therein prescribed under Section 133 of the CompaniesAct 2013 ("the Act") read with relevant Rules issued thereunder and the otheraccounting principles generally accepted in India.
This transition to IND AS has been carried out from the erstwhile Accounting Standardsnotified under the Act read with Rule 7 of the Companies (Accounts) Rules 2014 (asamended) guidelines issued by the Reserve Bank of India ("RBI") and othergenerally accepted accounting principles in India (collectively referred to asthe previous GAAP"). Accordingly the impact of transition has beenrecorded in the opening reserve as at 1st April 2017 and the corresponding adjustmentspertaining to comparative previous year as presented in these Financial Statements havebeen restated/reclassified in order to conform to current year presentation
During the year the company has earned Revenue of approximately Rs 60 lacs fromconsulting services. Employee benefit cost during the year was Rs 47.1 lacs as compared toNIL in previous year. Loss during the year was Rs 7.6 lacs as compared to 17.57 inprevious year.
Further the management of the Company is looking at various opportunities for expandingthe business including other area of lending and building a loan book.
4. CHANGE IN THE MANAGEMENT OF THE COMPANY
Post open Offer under SEBI (Substantial Acquisition of Shares & Takeovers)Regulations 2011 Jupiter Capital Private Limited has been inducted as Promoter Group ofthe Company. Further at the Annual General Meeting held on 16th July 2018 theshareholders had approved the reclassification of the erstwhile promoter as PublicCategory and accordingly an application was made to BSE Limited.
BSE Limited vide its letter dated April 18 2019 has approved the application forreclassification of Shareholders which was made by the new Promoters and classified theerstwhile promoters i.e. Mr. Vijay Misquitta and Mr. Ajay Sarupria under regulation 31A ofSEBI (Listing obligations and Disclosure Requirements) Regulations 2015 as publicshareholders.
Due to accumulated Loss The Board of Directors do not recommend any dividend for thefinancial year ended 31st March 2019.
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
During the year no amounts has been transferred to statutory reserves as there isloss.
8. CORPORATE GOVERNANCE
Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 provide threshold for applicability of corporate governance rules. Yourcompany does not exceeds such threshold. Hence provision of corporate governance is notapplicable on your company.
9. CHANGE IN THE NATURE OF BUSINESS
There are no changes in the nature of business during the financial year 2018-19.Further there are no material changes and commitments affecting the financial position ofthe Company from 01st April 2019 till the date of issue of this report.
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.
11.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.
During the F.Y. 2018-2019 the Company has not issued any fresh Capital further theCompany has not issued any Equity Shares with Differential Rights Sweat Equity SharesEmployee Stock Options.
13.BOARD OF DIRECTORS KEY MANAGERIAL PERSONNEL AND COMMITTEES THEREOF
13.1 Board of Directors and Key Managerial personnel
The Current Composition of Board of Directors and Key Managerial Personnel of theCompany is as follows:
|Sr. No. ||Name of Director and Key Managerial Personnel ||DIN/ PAN ||Category |
|1. ||Mr. Giddaiah Koteswar ||07121503 ||Whole Time Director |
|2. ||Mr. Naresh Gandhi ||08130774 ||Non Executive Independent Director |
|3. ||Mr. K. Sanjay Prabhu ||00023196 ||Non- Executive Non Independent Director |
|4. ||Mrs. Uma Prasad Bontha ||08406107 ||Non- Executive Independent Director |
|5. ||Ms. Charmi Kartik Gindra ||AQAPC3360K ||Company Secretary and Compliance Officer |
|6. ||Mr. Manoj Kumar Tulsani ||ACTPT3956H ||Chief Financial Officer |
13.2 Board of Directors
Details of Board Meetings/Committee Meetings
The Board of Directors met four times during the year. The details as per Standard 9 ofthe Secretarial Standards-1 on Board meetings / committee Meetings held during thefinancial year 2018-19 are furnished below:
|Board Meeting Dates ||: 11th May 2018 16th July 2018 14th November 2018 5th February 2019 |
|Audit Committee Meeting Dates ||: 11th May 2018 16th July 2018 14th November 2018 5th February 2019 |
|NRC Committee Meeting Dates ||: 11th May 2018 14th November 2018 5th February 2019 |
Attendance of Directors at Meetings
|Sl. No ||Name of the Director ||Board meeting attended ||Audit Committee meetings attended ||NRC Committee meetings attended |
|1. ||Mr. Naresh Gandhi ||3 ||3 ||2 |
|2. ||Mr. Sidhartha Mehra ||4 ||3 ||2 |
|3. ||Mr. Harshad Shobagchand Dholakia ||4 ||3 ||1 |
|4. ||Mr. Sanjay Prabhu ||3 ||N A ||N A |
|5. ||Ms. Madhuri Augustine Singh ||2 ||N A ||NA |
|6. ||Mr. Vijay Mario Misquita ||2 ||2 ||NA |
|7. ||Mr. Chirag Meswani ||2 ||N A ||NA |
Changes in Directors/ Key Managerial Personnel
During the year under review and since the last Boards report the following changes inthe composition of Board of Directors and Key Managerial Personnel took place:
1. Mr. Vijay Mario Sebastian Misquitta was appointed as Managing Director in the AnnualGeneral meeting held on 16th July 2018.
2. Mr. Vijay Mario Sebastian Misquitta resigned as Director and Managing Directorw.e.f. 1st November 2018.
3. Mr. Chirag Meswani was appointed as Additional Non Executive Director w.e.f 1stNovember 2018
4. Mr. Chirag Meswani was appointed as whole time Director w.e.f. 14thNovember 2018.
5. Ms. Charmi Gindra was appointed as Company Secretary and Compliance Officer w.e.f 14thNovember 2018.
6. Mr. Harshad Dholakia and Ms. Madhuri Singh resigned as independent Director w.e.f.26th February 2019.
7. Mr. Manoj Tulsani was appointed as Chief Financial Officer w.e.f. 11thApril 2019.
8. Mr. Giddaiah Koteswar was appointed as Additional Non Executive Director w.e.f. 9thApril 2019 and then was appointed as Whole Time Director w.e.f. 11th April2019.
9. Mr. Chirag Meswani has resigned as Whole time Director and Director with effect from11th April 2019.
10. Mrs. Uma Prasad Bontha was appointed as Additional Non Executive IndependentDirector w.e.f. 9th April 2019.
11. Mr. Sidhartha Mehra tendered his resignation as a director w.e.f. 15thMay 2019.
Retirement by Rotation
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. K. Sanjay Prabhu (DIN: 00023196)retires by rotation at 25th Annual General Meeting and being eligible hasoffered himself for re-appointment.
The Board of Directors recommends to the shareholders to re-appoint him at the 25thAnnual General Meeting.
Committee Meeting Independent Directors
During the year under review due to the continuous changes in the composition of theBoard of Directors there was no meeting of the Independent Directors scheduled. HoweverMeeting of the Independent Directors was held on 24th May 2019 inter alia todiscuss:
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.
Familiarization program for independent directors
All new independent directors appointed on the Board attend a familiarization program.
After appointment a formal letter is issued to the independent directors outlininghis/her roles functions duties and responsibilities.
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 held on 24th May 2019performance of non-independent directors and performance of the board as a whole wasevaluated taking into account the views of executive directors and non-executivedirectors.
13.3 Committees of Board of Directors
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. No. ||Name of Member ||DIN ||Category |
|1. ||Mr. Naresh Gandhi Chairman ||08130774 ||Non Executive Independent Director |
|2. ||Mr. Giddaiah Koteswar ||07121503 ||Whole-time Director |
|3. ||Mrs. Uma Prasad Bontha ||08406107 ||Non Executive Independent Director |
*The Audit Committee was re-constituted effective 14th November 2018consequent to resignation of Mr. Vijay Misquitta. Further it was re-constituted effective24th May 2019 where Mr. Giddaiah Koteswar and Mrs. Uma prasad Bontha wereinducted in place of Mr. Harshad Dholakia and Mr. Sidhartha Mehra.
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. No. ||Name of Members ||DIN ||Category |
|1. ||Mr. Naresh Gandhi Chairman ||08130774 ||Non Executive Independent Director |
|2. ||Mr. K Sanjay Prabhu ||00023196 ||Non Executive Non- Independent Director |
|3. ||Mrs. Uma Prasad Bontha ||08406107 ||Non-Executive Independent Director |
* The nomination and remuneration committee was re-constituted effective 9thApril 2019 to induct Mr. K. Sanjay Prabhu in place of Mr. Harshad Dholakia. Further ithas been is again reconstituted 24th May 2019 to induct Mrs. Uma Prasad inplace of Mr. Sidhartha Mehra who resigned as Director w.e.f 15th May 2019.
The nomination and remuneration policy is available at the registered office of thecompany for inspection and the same is available at the website of the Company i.e.www.trcfin.in.
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. No. ||Name of the Member ||DIN ||Category |
|1. ||Mr. Naresh Gandhi Chairman ||08130774 ||Non Executive Independent Director |
|2. ||Mr. Giddaiah Koteswar ||07121503 ||Whole-time Director |
|3. ||Mrs. Uma Prasad Bontha ||08406107 ||Non-executive Independent Director |
* Stakeholders Relationship Committee was reconstituted effective from 14thNovember 2018 to induct Mr. Chirag Meswani in place of Mr. Vijay Misquitta. Further it wasagain reconstituted effective 24th May 2019 to induct Mr. G. Koteswar and Mrs.Uma Prasad Bontha in place of Ms. Madhuri Singh and Mr. Sidhartha Mehra.
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. No. ||Name of Director ||DIN ||Category |
|1. ||Mr. Giddaiah Koteswar ||08130774 ||Wholetime Director |
|2. ||Mr. Naresh Gandhi ||08130774 ||Non Executive Independent |
|3. ||Mrs. Uma Prasad Bontha ||08406107 ||Non Executive Independent |
*Investment Committee was reconstituted effective from 14th November 2018for induction of Mr. Chirag Meswani in place of Mr. Vijay Misquitta. Further the saidcommittee was re-constituted effective 24th May 2019 for induction of Mr.Giddaiah Koteswar and Mrs. Uma Prasad Bontha in place of Mr. Chirag Meswani and Mr.Sidhartha Mehra.
14. 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.
15.VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a vigil mechanism/whistle blower policy to provide for adequatesafeguard against victimization of person who use such mechanism and make provision fordirect access to the chairperson of audit committee.
16.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL
The Company has received BSE approval for the application of Reclassification ofPromoters of the Company vide its letter no. LIST/ COMP/ MI/ 27/2019-20 dated April 182019.
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 26th AGM to be held in theyear 2020.
M/s Harish Hedge & Co. shall continue as Statutory Auditors for the remainingperiod of the term till the AGM to be held in the year 2020.
18.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.
19.INTERNAL FINANCIAL CONTROL (IFC)
Your Company's internal control system (including Internal Financial Controls withreference to Financial statements) ensures efficiency reliability and completeness ofaccounting records and timely preparations of reliable financial and managementinformation compliance with all applicable laws and regulations optimum utilization andthe protection of the Company's assets.
The Company has appointed M/s. VMRS & Co. Chartered Accountants as the InternalAuditors as mandated under Section 138 of the Companies Act 2013 for conducting theInternal Audit of the Company.
20.REPORTING OF FRAUDS
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of Act and Rules framed thereunder.
21.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 riskmitigation.
22.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 under review form apart of the financial statements.
23. 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.
24. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
In order to prevent sexual harassment of women at work place your Company has adopteda Policy for prevention of Sexual Harassment of Women at Workplace. During the year underreview the Company has not received any complaints in this regard.
Further the provisions relating to constitution of Internal Complaints Committee underthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 are not applicable.
25. 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.
26. DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act 2013 in relation to financialstatements for the year ended 31st March 2019 the Board of Directors statethat:
a. In the preparation of the Annual Accounts the applicable accounting standards hadbeen followed.
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.
27. 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 this report.
Further Annual return for the financial year 2019-20 once file shall be available onthe on the website of the Company i.e. www.trcfin.in.
28. CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE
Priti J Sheth of M/s Priti J Sheth & Associates practicing Company Secretaries hasissued a certificate as required under the Listing Regulations confirming that none ofthe Directors on the Board of the Company has been debarred or disqualified from beingappointed or continuing as director of Companies by SEBI/ Ministry of Corporate Affairs orany such statutory authority. The certificate is enclosed as "Annexure B"
29. 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 2018-19.
30. SECRETARIAL AUDIT REPORT
The Secretarial Audit Report for the financial year 2018-19 forms part of Annual Reportas " Annexure C" to the Boards Report.
31. DIRECTORS COMMENT ON QUALIFICATION OR OBSERVATION
The responses of your Directors on the observations made by the Secretarial Auditor areas follows:-
Response to point No.1: Due to continuous Changes in the Composition of Board ofDirectors the Company couldn't hold -separate meeting of Independent Directors in theFinancial Year 2018-19. However the same has been held on 24th May 2019.
Response to point No.2: The Companies endeavor is to comply with all the NBFC norms ofReserve Bank of India. However minor delay in compliance of C-KYC was due to transitionissues of Personnel which the management ensures that it will not occur in future.
32.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 For Utilizing Alternates Source Of Energy: NIL
iii. The Capital Investment on energy conservation equipments: NIL
(B) TECHNOLOGY ABSORPTION
i. The efforts made towards technology absorption: NIL
ii. The benefits derived like product improvement cost reduction product developmentor 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 thereasons thereof: Nil
iv. The expenditure incurred on Research and Development: Nil
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 2019 ||As at March 31 2018 |
|Foreign Exchange earned ||Nil ||Nil |
|Foreign Exchange used ||Nil ||Nil |
33. CEO / CFO CERTIFICATION
The company is exempted under Regulation 15(2) of the SEBI (Listing Obligations andDisclosures) Regulations 2015 from including CEO / CFO certificate as a part of AnnualReport.
34.RELATED PARTY TRANSACTIONS
The details of Related Party Transactions entered into by the Company are annexedhereto in "Annexure D" in form AOC-2.
Further the disclosure of Related Party Transactions in compliance with AccountingStandards form a part of Note No 22 of the financial statements.
The Company has not entered into the transaction with holding Company as mentionedunder Clause 2 Part A of Schedule V of Listing Regulations.
35.MANAGEMENT DISCUSSION AND ANALYSIS
The management discussion and analysis report as per the SEBI (Listing Obligations andDisclosures) Regulations 2015 forms integral part of this Annual Report.
36.RESERVE BANK OF INDIA REGULATIONS
The Reserve Bank of India has classified the Company as "Category B'Non-Banking Finance Company".
The Company continues to comply with all the applicable regulation prescribed by theReserve Bank of India ("RBI") from time to time.
37.MAINTENANCE OF COST RECORDS:
Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not applicable to the Company.
38.PARTICULARS OF REMUNERATION TO DIRECTORS KEY MANAGERIAL PERSONS AND EMPLOYEES
The Company wishes to place on record their appreciation to the contribution made bythe employees to the operations of the company during the period.
During the year under review there were no employees who were in receipt of theremuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment andRemuneration) Rules 2014 and therefore no disclosures need to be made under the saidsection. Further the details of the top 10 employees in terms of remuneration drawnpursuant to rule 5(1) and 5(2) of Companies (Appointment and Remuneration) Rules 2014shall be available at the registered office of the Company during the business hours andthe details ratios of the remuneration of each Director to the median remuneration to theemployees of the Company for the financial year are enclosed as "Annexure E"to the Board's Report. The Company has 4 permanent employees during the year 2018-19.
Your Board wishes to place on record its sincere appreciation for the wholeheartedsupport received from members government authorities bankers consultants and all otherbusiness associates. We look forward to continued support of all these partners inprogress.
|For and on behalf of the Board of Directors |
|TRC FINANCIAL SERVICES LIMITED |
|Giddaiah Koteswar ||Korodi Sanjay Prabhu |
|Whole Time Director ||Director |
|DIN: 07121503 ||DIN: 00023196 |
|Place: Bangalore || |
|Date: 6th August 2019 || |