The Members of U. Y. Fincorp Limited
(Formerly known as Golden Goenka Fincorp Limited)
Your Directors have pleasure in presenting the 27th Annual Reporttogether with the Audited Accounts for the year ended 31st March 2020.
1. FINANCIAL RESULTS (' in lakh)
|Particulars ||For the Year Ended 31st March 2020 ||For the Year Ended 31st March 2019 |
|Revenue from Operation ||1721.17 ||2000.97 |
|Profit before Provisions & Tax ||1536.11 ||1648.64 |
|Profit before Tax ||457.66 ||601.05 |
|Tax Expenses ||157.46 ||198.68 |
|Income tax in respect of earlier year ||25.26 ||(0.04) |
|Profit after Tax ||274.93 ||402.41 |
|Balance brought forward from previous year ||3315.96 ||3190.35 |
|Amount available for appropriation ||3590.89 ||3592.76 |
|Add/(Less) Appropriations:- || || |
|Other Comprehensive Income ||(0.45) ||0.38 |
|Transfer to Fair Value Reserve against OCD ||(41.67) ||- |
|Final Dividend ||- ||(95.12) |
|Dividend Distribution Tax ||(0.25)* ||(19.30) |
|Statutory Reserve ||(5.50) ||(162.75) |
|Balance Carried to Balance Sheet ||3543.02 ||3315.96 |
* with respect to the earlier dividend.
2. OPERATIONS & BUSINESS ACTIVITIES
The key highlights of your Company's performance during the yearunder review are:
i. The profit before bad debts provisions and tax is ' 1536.11 Lakhsas against ' 1648.64 Lakhs in the last year.
ii. Profit before tax is ' 457.66 Lakhs as against ' 601.05 Lakhs inthe last year.
iii. Net profit after taxation is ' 274.93 Lakhs as against ' 402.41Lakhs in the last year.
iv. The total assets is ' 26887.88 Lakhs as against ' 25980.89 Lakhsin the last year.
Your Company discloses Standalone and Consolidated Unaudited FinancialResults on a quarterly basis Standalone and Consolidated Audited Financial Results on anannual basis. The Financial Statements of your Company have been prepared in accordancewith the applicable Accounting Standards notified under the relevant provisions of theCompanies Act 2013 as applicable.
The key driver to growth in today's scenario requires higheroperating efficiency sustainability customer satisfaction improving capabilities andexploring new market. For the purpose of diversification your Company is engaged in theexpansion of its business of vehicle loan and consumer loan etc. Over the past few yearsthe Reserve Bank of India (the RBI) has been steadily implementing technology to deepenand broaden financial services in India. Considering the same your Company intends toexpand into financial market segment and capitalize the set up for the same along withincreasing capacity as required by the business. The outlook of the business is veryexciting and we take it as an opportunity to do something unique and exceptional.
A detailed review on the operation and performance of the Company andits business is given in the Management Discussion and Analysis Report. The same isenclosed as Annexure - 1 to this Report.
The Directors of your Company do not recommend any dividend for thefinancial year ended 31st March 2020 in order to plough back the resources for futuregrowth.
The Company is a non-deposit taking Non-Banking Financial Company andtherefore is not accepting any public deposits during the year.
5. LISTING OF SHARES
The equity share of the Company continues to be listed on The BSELimited and The Calcutta Stock Exchange Limited. The Company has paid the Annual ListingFees to the said Stock Exchanges for the financial year 2020-21.
6. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In compliance with the provisions of Sections 124 and 125 of theCompanies Act 2013 read with the Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 ('IEPF Rules') as amended from timeto time the company had already transferred the unpaid dividend amount of Rs. 60552.20/-on 12.09.2019 to the specified bank account of the IEPF established by the Government ofIndia with respect to the unpaid/unclaimed dividend for the financial year 2012-13 whichhave not yet been encashed by the equity shareholders for seven consecutive years from theFinancial Year 2012-2013.
Further the Equity Shares in respect of which dividend w.r.t. thefinancial year 2012-2013 remains unclaimed / unpaid for seven consecutive years or moreare required to be transferred to the Demat Account of the IEPF Authority. The company isin process of transferred underlying Equity Shares on which dividends remained unpaid orunclaimed for a period of seven consecutive years or more to the Demat Account of IEPFAuthority.
7. RESERVE BANK OF INDIA (RBI) GUIDELINES
Your Company continues to carry on its business of Non-BankingFinancial Institution without accepting deposits. The Company has not accepted publicdeposits during the year under review. Further the Company has complied with and continuesto comply with all the prudent financial management norms and directions issued by ReserveBank of India as applicable to it including Fair Practices Anti Money Laundering and KnowYour Customer (KYC) Guidelines.
Disclosures as prescribed by Non-Systemically Important Non-BankingFinancial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank)Directions 2015 and other applicable NBFC Regulations have been made in this AnnualReport.
8. SHARE CAPITAL
The paid up equity share capital as on 31st March 2020 was '9511.92 Lakhs. There was no public issue rights issue bonus issue or preferential issueetc. during the year. The Company has neither issued shares with differential votingrights sweat equity shares nor has it granted any stock options.
9. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of the requirement of Section 134 (3) (c) of the CompaniesAct 2013 your Directors state that:
a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;
b) they have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;
c) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively; and
f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
10. CORPORATE GOVERNANCE
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Report on Corporate Governance along with certificate of compliancefrom M/s Prateek Kohli & Associates Company Secretaries confirming compliances to theconditions of the Corporate Governance is enclosed as Annexure - 2 to this Report.
All Board members and Senior Management personnel have affirmedcompliance with the Code of Conduct for the year 2019-20. A declaration to this effectsigned by the Managing Director/CEO of the Company is contained in the CorporateGovernance Section forming part of this Report.
The Managing Director/CEO and CFO have certified to the Board withregard to the financial statements and other matters as required under Regulation 17(8) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
11. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS ANDOUTGO
The Company is a Non-Banking Financial Company and thereforeinformation relating to Conservation of Energy and Technology Absorption are notapplicable.
The Company has neither earned nor used any foreign exchange during theyear under review.
12. KEY MANAGERIAL PERSONNEL
During the period under review there was no change in the KeyManagerial Personnel.
13. EXTRACT OF ANNUAL RETURN
The Extract of Annual Return is prepared in Form MGT-9 as per theprovisions of Section 92 (3) of the Companies Act 2013 and Rule 12 of Companies(Management and Administration) Rules 2014 is enclosed as Annexure - 3 to this Report.
14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Your Company is exempted from the applicability of the provisions ofSection 186 of the Companies Act 2013 ("the Act") read with Rule 11 of theCompanies (Meetings of Board and its Powers) Rules 2014 and Companies (Meetings of Boardand its Powers) Amendment Rules 2015 as your Company is RBI registered Non-BankingFinancial Company whose principal business inter-alia includes financing of companies.
Details of Loans Investments Guarantees or security in connectionwith loans to other body corporates or persons as at the end of the year are given innotes to the Financial Statements.
15. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION
There is no such material change and commitment affecting the financialposition of your Company which have occurred between the end of the financial year of yourCompany to which the financial statements relate and the date of the Report.
16. MEETING OF THE BOARD AND AUDIT COMMITTEE
The Board meets at regular intervals to discuss and decide on policyand strategy apart from other Board business. During the year Six Board Meetings and fourAudit Committee Meetings were convened and held. The intervening gap between the Meetingswas within the period prescribed under the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The details regarding Boardand Audit Committee Meetings are given in the Corporate Governance Section forming part ofthis Report.
17. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION143(12)
During the year under review there were no frauds reported by theauditors to the Audit Committee or the Board under section 143(12) of the Companies Act2013.
18. SECRETARIAL STANDARDS OF ICSI
The Company is in compliance with the requirements of SecretarialStandards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).
19. SUBSIDIARY COMPANIES/ ASSOCIATE COMPANIES/ JOINT VENTURES
As on March 31 2020 the Company has one wholly owned non listedmaterial Indian subsidiary and one Associate Company.
As per the provisions of Section 129(3) of the Companies Act 2013("the Act") read with Rule 5 of the Companies (Accounts) Rules 2014 as amendedby the Companies (Accounts) Amendment Rules 2016 a separate statement containing thesalient features of the financial statements of the Subsidiary Companies/ AssociateCompanies/ Joint Ventures is prepared in Form AOC-1 and the same is enclosed as Annexure -4 to this Report.
20. CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to Regulation 33 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Consolidated Financial Statements havebeen prepared by the Company's Management in accordance with the requirements ofapplicable Accounting Standards and as per the provisions of Section 129(3) of theCompanies Act 2013 which forms part of the Annual Report.
As per the provisions of Section 136 of the Companies Act 2013 theCompany has placed separate audited accounts of its subsidiary on its websitewww.uvfincorp.com and copy of separate audited financial statements of its subsidiary willbe provided to the shareholders at their request.
The annual accounts of subsidiary will also be kept for inspection byany Member of the Company at the registered office of the Company. The ConsolidatedFinancial Statements presented by the Company include the financial information of itssubsidiary.
The financials of Purple Advertising Services Private Limited anassociate of the Company could not be completed and hence same has not been considered forconsolidation purpose.
21. AUDITORS AND AUDITOR'S REPORT
A. Statutory Auditors
M/s Das & Prasad Chartered Accountants (ICAI Firm RegistrationNumber: 303054E) were appointed as Statutory Auditors of the Company at the 25th AnnualGeneral Meeting (AGM) held on 26th September 2018 for a term of five consecutive yearsfrom the conclusion of the 25th Annual General Meeting till the conclusion of the 30thAnnual General Meeting at a remuneration to be determined by the Board of Directors(including any Committee thereof) of the Company and reimbursement of out of pocketexpenses as may be incurred by them during the course of the Audit.
The observations of the Auditors when read together with the relevantnotes to the accounts and accounting policies are selfexplanatory.
B. Secretarial Auditor
As per the provisions of Section 204 of the Companies Act 2013 theBoard of Directors have appointed M/s Prateek Kohli & Associates Company Secretariesas Secretarial Auditor to conduct Secretarial Audit of the Company for the financial yearended on March 312020.
Secretarial Audit Report issued by M/s Prateek Kohli & AssociatesCompany Secretaries in Form MR-3 is enclosed as Annexure - 5 to this Report.
There is no reservation qualification or adverse remark contained inthe Secretarial Audit Report. Information referred in Secretarial Audit Report areself-explanatory and don't call for any further comments.
22. RISK MANAGEMENT
The Company manages risk through a detailed Risk Management Policyframework which lays down guidelines in identifying assessing and managing risks that thebusinesses are exposed to. Risk is managed through appropriate structures that are inplace at U. Y Fincorp Limited including suitable reporting mechanisms.
Further kindly refer to the write-up in the Section ManagementDiscussion and Analysis Report.
23. PARTICULARS OF EMPLOYEES REQUIRED UNDER SECTION 197(12) READ WITHRULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014AND COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT RULES 2016
The prescribed particulars of remuneration of employees pursuant toSection 197(12) read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and Companies (Appointment and Remuneration ofManagerial Personnel) Amendment Rules 2016 are set out as Annexure -6 to this Report.
24. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTOR UNDERSUB SECTION (6) OF SECTION 149 OF COMPANIES ACT 2013
All the Independent Directors of your Company have submitted adeclaration at the time of their appointment and also annually that they meet the criteriaof independence as laid down under Section 149(6) of the Act and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. All requisite declarations were placedbefore the Board.
The members of the Company at the 26th Annual General Meeting of theCompany held on 25th September 2019 approved the re-appointment of both Mrs. Leena HineshJobanputra (DIN:- 06975039) and Mr. Govind Kumar Goyal (DIN:- 02466348) as an IndependentDirectors of the Company for second term of 5 (five) consecutive years not liable toretire by rotation with effect from 12th November 2019 and 24th July 2020 respectively.
In accordance with the provisions of Section 152 of the Act and yourCompany's Articles of Association Mr. Dinesh Burman (DIN: 00612904) retires by rotationat the ensuing AGM and being eligible offers himself for re-appointment.
The Company has received consent from Mr. Udai Kothari Chairman andManaging Director of the Company whose term of appointment will be expired on 20thSeptember 2020 to change his designation from Chairman and Managing Director toNon-Executive Non Independent Director of the Company w.e.f. 21st September2020. Hence based on the recommendation of the Nomination and Remuneration Committee andsubjected to the approval of members at the ensuing Annual General Meeting of the Companythe Board of Directors at its meeting held on 29th August 2020 considered andapproved the appointment of Mr. Deepak Kothari (DIN:-00280323) designated as ExecutiveChairman & Managing Director of the Company for a period of 3 years with effect from21st September 2020.
The information as required to be disclosed under Regulation 36(3) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 in case ofre-appointment/appointment of the director is provided in the Corporate Governance Sectionforming part of this Report..
26. CHANGE IN THE NATURE OF THE BUSINESS IF ANY
During the year under review there is no change in the nature of thebusiness.
27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS/COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND YOUR COMPANY'SOPERATIONS IN FUTURE
During the year under review there were no such orders passed by theregulators / courts / tribunals impacting the going concern status and your Company'soperations in future.
28. BOARD EVALUATION
In compliance with the requirements of the provisions of Section 178 ofthe Companies Act 2013 read with Rules framed thereunder and provisions of Schedule IV tothe Act as well as the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 your Company has carried out performance evaluation for the Board of DirectorsCommittees of the Board and Individual Directors on the basis of participation ofdirectors quality of information available quality of discussions contributions anddecision making etc. The overall performance of the members of the Board was foundsatisfactory. The manner in which the evaluation is carried out has been explained in theCorporate Governance Section forming part of this Report.
29. PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES
All transactions entered into with Related Parties as defined under theCompanies Act 2013 and Regulation 23 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 during the year were in the ordinary course of businessand on an arms' length basis and do not attract the provisions of Section 188 of theCompanies Act 2013. However pursuant to the provisions of Regulation 23 (2) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 prior approval of theAudit Committee was sought for entering into the Related Party Transactions. Further theAudit Committee granted omnibus approval for repetitive transactions to be entered intowith the related parties during the year. The Audit Committee reviews all related partytransactions on a quarterly basis.
A Policy on the Related Party Transactions has been devised by yourCompany for determining the materiality of transactions with related parties and dealingswith them. The said Policy is available on your Company's website www.uvfincorp.comand a web link to the said Policy has been provided in the Corporate Governance Sectionforming part of this Report.
30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Kindly refer to the write-up in the Section Management Discussion andAnalysis Report.
31. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism / Whistle Blower Policyfor directors and employees to report to the management instances of unethical behavioractual or suspected fraud or violation of the Company's code of conduct or ethicspolicy if any.
The Policy is also available on the Company's website and the weblink of the same is:https://www.uvfincorp.com/wp-content/uploads/2019/08/UYFL-WB-Policv.pdf
32. POLICY ON PREVENTION OF SEXUAL HARASSMENT
The Company has in place the Policy on Prevention of Sexual Harassmentof Women at Workplace in accordance with The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
During the financial year ended 31st March 2020 the Company has notreceived any Complaints pertaining to Sexual Harassment.
33. NOMINATION AND REMUNERATION COMMITTEE
During the financial year 2019-20 one Nomination and RemunerationCommittee Meetings was held on 14.08.2019.
The Composition of the Committee has been provided in the CorporateGovernance Section forming part of this Report.
The terms of reference of the Committee are wide enough to covermatters specified for the Committee under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Section 178 of the Companies Act 2013.
The Company's Remuneration Policy has been provided in theCorporate Governance Section forming part of this Report.
34. CORPORATE SOCIAL RESPONSIBILITY
In terms of Section 135 and Schedule VII of the Companies Act 2013the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committeeand on the recommendation of the said committee the Board has approved a Corporate SocialResponsibility (CSR') policy and the same has been uploaded on the website ofthe Company www.uvfincorp.com which contains the CSR activities being carried out by theCompany governance structure implementation process etc.
Your Directors are pleased to inform that the Company has fulfilled itsCSR obligations pursuant to Section 135(5) of the Companies Act 2013 for the year2019-20 inter-alia on CSR projects in the areas of education. The details on CSRactivities as prescribed under Companies (Corporate Social Responsibility Policy) Rules2014 are provided as Annexure - 7 and forms part of this Report.
The Policy is also available on the Company's website and the weblink of the same is: https://www.uvfincorp.com/wp-content/uploads/2019/08/UYFLCSR-Policv.pdf
35. OTHER DISCLOSURES
In March 2015 search and seizure operations were conducted by theIncome Tax Authorities under Section 132 of the Income Tax Act. During the course of thesearch and seizure operations the Income Tax Authorities have taken custody of certainmaterials such as documents records and recorded statements of certain officials of theCompany. The Company does not expect any liability arising out of the aforesaid search andseizure.
Your Directors would like to express their grateful appreciation forthe excellent support and co-operation received from the Banks RBI SEBI MCA Registrarand Share Transfer Agents Registrar of Companies Stock Exchanges DepositoriesCustomers Business Associates Members and other Stakeholders during the year underreview. Your Directors also place on record their deep appreciation for the valuablecontribution of the employees at all levels for the progress of your Company during theyear and look forward to their continued co-operation in realisation of the corporategoals in the years ahead.
| ||For and on Behalf of the Board |
| ||Sd/- |
| ||Udai Kothari |
|Kolkata-700001 ||(Chairman & Managing Director) |
|Dated: 29th August 2020 ||(DIN:-00284256) |