The Members of
Golden Goenka Fincorp Limited
Your Directors have pleasure in presenting the 25th Annual Report together with theAudited Accounts for the year ended 31st March 2018.
1. FINANCIAL RESULTS ('inLakhs)
|Particulars ||For the year ended March 312018 ||For the year ended March 312017 |
|Revenue from Operation ||2357.98 ||2594.49 |
|Profit before Provisions & Tax ||1770.93 ||1818.14 |
|Profit before Tax ||1647.21 ||1812.19 |
|Tax Expenses ||495.66 ||667.37 |
|Income tax in respect of earlier year ||- ||7.26 |
|Profit after Tax ||1151.55 ||1137.56 |
|Balance brought forward from previous year ||2097.21 ||1187.16 |
|Amount available for appropriation ||3248.75 ||2324.72 |
|Appropriations:- || || |
|Interim dividend including tax ||- ||- |
|Statutory Reserve ||230.31 ||227.51 |
|Balance Carried to Balance Sheet ||3018.44 ||2097.21 |
2. OPERATIONS & BUSINESS ACTIVITIES
The key highlights of your Company's performance during the year under review are:
i. The profit before bad debts provisions and tax is Rs 1770.93 Lakhs as against Rs1818.14 Lakhs in the last year.
ii. Profit before taxation is Rs 1647.21 Lakhs as against Rs 1812.19 Lakhs in thelast year.
iii. Net profit after taxation is Rs 1151.55 Lakhs as against Rs 1137.56 Lakhs in thelast year.
iv. The total assets is Rs 24780.32 Lakhs as against Rs 23491.73 Lakhs in the lastyear.
Your Company discloses Standalone Unaudited Financial Results on a quarterly basisStandalone Audited Financial Results on an annual basis and Consolidated Audited FinancialResults on an annual basis. The Financial Statements of your Company have been prepared inaccordance with the Generally Accepted Accounting Principles in India (Indian GAAP) tocomply with the Accounting Standards notified under the relevant provisions of theCompanies Act 2013 as applicable.
A fast-growing economy rising income levels higher financial savings greaterpropensity to spend and improving life expectancy rates are some of the encouragingfactors that are likely to boost growth in the finance sector in the coming years. Overthe past few years the Reserve Bank of India (the RBI) has been steadily implementingtechnology to deepen and broaden financial services in India. Considering the same yourCompany intends to expand into financial market segment and capitalize the set up for thesame along with increasing capacity as required by the business.
Pricing pressures continued unabated with several new players seeking to gain afoothold in the fiercely competitive vehicle finance segment. Your Company was largelyable to counter this on account of the strong customer relationships that it has built andnurtured over the decades its ability to raise resources at or near the best rates in thedebt markets and the deft management of its liabilities portfolio thereby enabling it tomaintain its strong market position.The outlook of the business is very exciting and wetake it as an opportunity to do something unique and exceptional.
A detailed review on the operation and performance of the Company and its business isgiven in the Management Discussion and Analysis Report. The same is enclosed as Annexure -1 to this Report.
Your directors are pleased to recommend a final dividend of Rs 0.05/-per equity share(i.e 1% on the face value of' 5/-) for the financial year ended March 312018 out of theprofits of the Company for the financial year ended March 312018 if approved by theshareholders will be recognised as a liability during the financial year 2018-19.
The Company is a non-deposit taking Non-Banking Financial Company and therefore is notaccepting any public deposits during the year.
5. LISTING OF SHARES
The equity share of the Company continues to be listed on The BSE Limited and TheCalcutta Stock Exchange Limited. The Company has paid the Annual Listing Fees to the saidStock Exchanges for the financial year 2018-19.
6. RESERVE BANK OF INDIA (RBI) GUIDELINES
Your Company continues to carry on its business of NonBanking Financial Institutionwithout accepting deposits. The Company has not accepted public deposits during the yearunder review. Further the Company has complied with and continues to comply with all theprudent financial management norms and directions issued by Reserve Bank of India asapplicable to it including Fair Practices Anti Money Laundering and Know Your Customer(KYC) Guidelines.
Disclosures as prescribed by Non-Systemically Important Non-Banking Financial(Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions2015 and other applicable NBFC Regulations have been made in this Annual Report.
7. SHARE CAPITAL
The paid up equity share capital as on 31st March 2018 was Rs 9511.92 Lakhs. There wasno public issue rights issue bonus issue or preferential issue etc. during the year. TheCompany has neither issued shares with differential voting rights sweat equity shares norhas it granted any stock options.
8. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of the requirement of Section 134 (3) (c) of the Companies Act 2013yourDirectors state that:
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) they have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;
c) they have 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) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
9. CORPORATE GOVERNANCE
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 Report on Corporate Governance along with certificate of compliance from M/s PrateekKohli & Associates Company Secretaries confirming compliances to the conditions ofthe Corporate Governance is enclosed as Annexure - 2 to this Report.
All Board members and Senior Management personnel have affirmed compliance with theCode of Conduct for the year 2017-18. A declaration to this effect signed by the ManagingDirector/CEO of the Company is contained in the Corporate Governance Section forming partof this Report.
The Managing Director/CEO and CFO have certified to the Board with regard to thefinancial statements and other matters as required under Regulation 17(8) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
10. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The Company is a Non-Banking Financial Company and therefore information relating toConservation of Energy and Technology Absorption are not applicable.
The Company has neither earned nor used any foreign exchange during the year underreview.
11. KEY MANAGERIAL PERSONNEL
During the period under review there was no change in the Key Managerial Personnel.
12. EXTRACT OF ANNUAL RETURN
The Extract of Annual Return is prepared in Form MGT- 9 as per the provisions ofSection 92 (3) of the Companies Act 2013 and Rule 12 of Companies (Management andAdministration) Rules 2014 and the same is available on the Company's website and the weblink of the same is: https://www.aoldenaoenka.com/imaaes/Extract%20of%20Annual%20Return%20for%20the%20vear%20 ended%2031.03.2018.pdf.
13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Your Company is exempted from the applicability of the provisions of Section 186 of theCompanies Act 2013 ("the Act") read with Rule 11 of the Companies (Meetings ofBoard and its Powers) Rules 2014 and Companies (Meetings of Board and its Powers)Amendment Rules 2015 as your Company is RBI registered Non-Banking Financial Companywhose principal business inter-alia includes financing of companies.
Details of Loans Investments Guarantees or security in connection with loans to otherbody corporates or persons as at the end of the year are given in notes to the FinancialStatements.
14. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION
There is no such material change and commitment affecting the financial position ofyour Company which have occurred between the end of the financial year of your Company towhich the financial statements relate and the date of the Report.
15. MEETING OF THE BOARD AND AUDIT COMMITTEE
The Board meets at regular intervals to discuss and decide on policy and strategy apartfrom other Board business. During the year four Board Meetings and five Audit CommitteeMeetings were convened and held. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The details regarding Board and AuditCommittee Meetings are given in the Corporate Governance Section forming part of thisReport.
16. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)
During the year under review there were no frauds reported by the auditors to theAudit Committee or the Board under section 143(12) ofthe CompaniesAct 2013.
17. SECRETARIAL STANDARDS OF ICSI
The Company is in compliance with the requirements of Secretarial Standards on Meetingsof the Board of Directors (SS-1) and General Meetings (SS-2).
18. SUBSIDIARY COMPANIES/ ASSOCIATE COMPANIES/ JOINT VENTURES
As on March 31 2018 the Company has six wholly owned non listed Indian subsidiariesand one Associate Company. None of the subsidiaries of your Company are MaterialSubsidiary.
As per the provisions of Section 129(3) of the Companies Act 2013 ("theAct") read with Rule 5 of the Companies (Accounts) Rules 2014 as amended by theCompanies (Accounts) Amendment Rules 2016 a separate statement containing the salientfeatures of the financial statements of the Subsidiary Companies/ Associate Companies/Joint Ventures is prepared in Form AOC-1 and the same is enclosed as Annexure - 3 to thisReport.
19. CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Consolidated Financial Statements have been prepared by theCompany's Management in accordance with the requirements of Accounting Standards 21 issuedby the Institute of Chartered Accountants of India (ICAI) and as per the provisions ofCompanies Act 2013 which forms part of the Annual Report.
As per the provisions of Section 136 of the Companies Act 2013 the Company has placedseparate audited accounts of its subsidiaries on its website www.aoldenaoenka. com andcopy of separate audited financial statements of its subsidiaries will be provided to theshareholders at their request.
The annual accounts of subsidiaries will also be kept for inspection by any Member ofthe Company at the registered office of the Company. The Consolidated Financial Statementspresented by the Company include the financial information of its subsidiaries.
The financials of Purple Advertising Services Private Limited an associate of theCompany could not be completed and hence same has not been considered for consolidationpurpose.
20. AUDITORS AND AUDITOR'S REPORT A. Statutory Auditors
M/s Das & Prasad Chartered Accountants (ICAI Firm Registration Number: 303054E)were appointed as Statutory Auditors of the Company at the 21st Annual General Meeting(AGM) held on 10th September 2014 to hold office for a term of five consecutive yearsfrom the conclusion of the 21st Annual General Meeting till the conclusion of the 25thAnnual General Meeting subject to ratification of the appointment by the members at everyAGM held after the 21st Annual General Meeting.
As per the requirements laid down under Sections 139 and 141 of the Companies Act 2013read with Rule 4 of the Companies (Audit and Auditors) Rules 2014 the Company hasreceived consent from M/s Das & Prasad Chartered Accountants Statutory Auditors ofthe Company and confirmation regarding their eligibility to continue as the StatutoryAuditors of the Company.
Since the term of their appointment is going to expire in the forthcoming 25th AGM ofthe Company therefore your Directors requested to re-appoint M/s Das & PrasadChartered Accountants as the Statutory Auditors of the Company to hold office for a termof 5 (Five) years from the conclusion of forthcoming 25th Annual General Meeting until theconclusion of the 30th Annual General Meeting of the Company at a remuneration to bedetermined by the Board of Directors 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 relevant notes to theaccounts and accounting policies are self- explanatory.
B. Secretarial Auditor
As per the provisions of Section 204 of the Companies Act 2013 the Board of Directorshave appointed M/s Prateek Kohli & Associates Company Secretaries as SecretarialAuditor to conduct Secretarial Audit of the Company for the financial year ended on March312018.
Secretarial Audit Report issued by M/s Prateek Kohli & Associates CompanySecretaries in Form MR-3 is enclosed as Annexure - 4 to this Report.
There is no reservation qualification or adverse remark contained in the SecretarialAudit Report. Information referred in Secretarial Audit Report are self-explanatory anddon't call for any further comments.
21. RISK MANAGEMENT
The Company manages risk through a detailed Risk Management Policy framework which laysdown guidelines in identifying assessing and managing risks that the businesses areexposed to. Risk is managed through appropriate structures that are in place at GoldenGoenka Fincorp Limited including suitable reporting mechanisms.
Further kindly refer to the write-up in the Section Management Discussion and AnalysisReport.
22. PARTICULARS OF EMPLOYEES REQUIRED UNDER SECTION 197(12) READ WITH RULE 5 OF THECOMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014 AND COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT RULES 2016
The prescribed particulars of remuneration of employees pursuant to Section 197(12)read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 and Companies (Appointment and Remuneration of Managerial Personnel) AmendmentRules 2016 are set out as Annexure - 5 to this Report.
23. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTOR UNDER SUB SECTION (6) OFSECTION 149 OF COMPANIES ACT 2013
All the Independent Directors of your Company have submitted a declaration at the timeof their appointment and also annually that they meet the criteria of independence as laiddown under Section 149(6) of the Act and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. All requisite declarations were placed before the Board.
In accordance with the provisions of Section 152 of the Act and your Company's Articlesof Association Mr. Deepak Kothari (DIN: 00280323) retires by rotation at the ensuing AGMand being eligible offers himself for re-appointment.
Subjected to the approval of members at the ensuing Annual General Meeting of theCompany the Board of Directors at its meeting held on 14th August 2017 considered andapproved the appointment of both Mr. Udai Kothari (DIN: 00284256) designated as ExecutiveChairman & Managing Director and Mr. Deepak Kothari (DIN:-00280323) designated asWholetime Director of the Company for a period of 3 years with effect from 21st September2017. The same has been approved by the members of the company at the 24th AGM held on20th September 2017.
During the period under review Mr. Girdhari Lal Goenka and Mr. Rhythm Arora directorsof the company had resigned w.e.f. 21st September 2017 and 15th February 2018respectively. Further Mr. Niranjan Kumar Choraria also tendered his resignation from theDirectorship of the Company w.e.f. 11th August 2018. The Board places on record its highappreciation of the valuable services rendered by aforesaid Directors during their tenureas Directors of the Company.
Based on the recommendation of the Nomination and Remuneration Committee the Board ofDirectors of your Company has appointed both Mr. Jignesh Dalai (DIN: 08065507) and Mr.Nishant Sharadrao Nanda (DIN: 08196581) as Additional Directors (Category - Independent)with effect from 15th February 2018 and 10th August 2018 respectively to hold office upto the date of forthcoming Annual General Meeting (AGM) under Section 161 of the CompaniesAct 2013. Subject to approval of the Members the Board recommends appointment of bothMr. Jignesh Dalai (DIN: 08065507) and Mr. Nishant Sharadrao Nanda (DIN: 08196581) asIndependent Directors of your Company for a period of 5 (five) consecutive years witheffect from 15th February 2018 and 10th August 2018 respectively.
The information as required to be disclosed under Regulation 36(3) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 in case of re-appointment/appointment of the director is provided in the Corporate Governance Section forming partof this Report.
25. CHANGE IN THE NATURE OF THE BUSINESS IF ANY
During the year under review there is no change in the nature of the business.
26. 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 the regulators /courts / tribunals impacting the going concern status and your Company's operations infuture.
27. BOARD EVALUATION
In compliance with the requirements of the provisions of Section 178 of the CompaniesAct 2013 read with Rules framed thereunder and provisions of Schedule IV to the Act aswell as the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 your Company has carried out performance evaluationfor the Board of Directors Committees of the Board and Individual Directors on the basisof participation of directors quality of information available quality of discussionscontributions and decision making etc. The overall performance of the members of the Boardwas found satisfactory. The manner in which the evaluation is carried out has beenexplained in the Corporate Governance Section forming part of this Report.
28. PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES
All transactions entered into with Related Parties as defined under the Companies Act2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 during the year were in the ordinary course of business and on an arms'length basis and do not attract the provisions of Section 188 of the Companies Act 2013.However pursuant to the provisions of Regulation 23 (2) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 prior approval of the Audit Committee wassought for entering into the Related Party Transactions. Further the Audit Committeegranted omnibus approval for repetitive transactions to be entered into with the relatedparties during the year. The Audit Committee reviews all related party transactions on aquarterly basis.
A Policy on the Related Party Transactions has been devised by your Company fordetermining the materiality of transactions with related parties and dealings with them.The said Policy is available on your Company's website www. goldengoenka.com and a weblink to the said Policy has been provided in the Corporate Governance Section forming partof this Report.
29. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Kindly refer to the write-up in the Section Management Discussion and Analysis Report.
30. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism / Whistle Blower Policy for directors andemployees to report to the management instances of unethical behavior actual orsuspected fraud or violation of the Company's code of conduct or ethics policy if any.
The Policy is also available on the Company's website and the web link of the same is:http://www.goldengoenka.com/ images/GGFL-WhistleBlowerPolicy.pdf
31. POLICY ON PREVENTION OF SEXUAL HARASSMENT
The Company has in place the Policy on Prevention of Sexual Harassment of Women atWorkplace in accordance with The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
During the financial year ended 31st March 2018 the
Company has not received any Complaints pertaining to Sexual Harassment.
32. NOMINATION AND REMUNERATION COMMITTEE
During the financial year 2017-18 two Nomination and Remuneration Committee Meetingswas held on 14.08.2017 and 14.02.2018.
The Composition of the Committee has been provided in the Corporate Governance Sectionforming part of this Report.
The terms of reference of the Committee are wide enough to cover matters specified forthe Committee under SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and Section 178 of the Companies Act 2013.
The Company's Remuneration Policy has been provided in the Corporate Governance Sectionforming part of this Report.
33. CORPORATE SOCIAL RESPONSIBILITY
In terms of Section 135 and Schedule VII of the Companies Act 2013 the Board ofDirectors have constituted a Corporate Social Responsibility (CSR) Committee and on therecommendation of the said committee the Board has approved a Corporate SocialResponsibility (CSR') policy and the same has been uploaded in the website of theCompany www.goldengoenka.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 its CSR obligationspursuant to Section 135(5) of the Companies Act 2013 for the year 2017-18 inter-alia onCSR projects in the areas of education. The details on CSR activities as prescribed underCompanies (Corporate Social Responsibility Policy) Rules 2014 are provided as Annexure -6 and forms part of this Report.
The Policy is also available on the Company's website and the web link of the same is:https://www.goldengoenka.com/ images/GGFL CSR%20Policy.pdf.
34. OTHER DISCLOSURES
In March 2015 search and seizure operations were conducted by the Income TaxAuthorities under Section 132 of the Income Tax Act. During the course of the search andseizure operations the Income Tax Authorities have taken custody of certain materialssuch as documents records and recorded statements of certain officials of the Company.The Company does not expect any liability arising out of the aforesaid search and seizure.
35. OPEN OFFER TO THE SHAREHOLDERS
During the year under review the outgoing Promoters of our Company viz Mr. GirdhariLal Goenka M/s. Girdhar Fiscal Services Private Limited M/s. Golden Goenka CommercePrivate Limited and M/s. Golden Goenka Credit Private Limited have entered into a SharePurchase Agreement dated 30.01.2017 for sale of their entire shareholding in
the Company constituting 95536854 fully paid-up equity shares of face value of Rs5/- each representing 50.22% of the total equity and voting share capital of the Companywith Mr. Deepak Kothari (Acquirer 1) Mr. Udai Kothari (Acquirer 2) and M/s. Lotus CapitalFinancial Services Limited (Acquirer 3). Subsequently the Acquirers alongwith M/s. U.Y.Industries Private Limited (PAC 1) and Dipak Kothari (HUF) (PAC 2) have initiated an OpenOffer under Regulation 3(1) and 4 of the SEBI (SAST) Regulations 2011 vide PublicAnnouncement dated 30.01.2017. Thereafter pursuant to receipt of the Statutory approvalsfrom the Securities and Exchange Board of India and Reserve Bank of India the Acquirersand the PACs acquired 2600 equity shares from the public shareholders in the tenderingperiod which opened on 19th June 2017 and closed on 3rd July 2017.
The outgoing promoters of the company has transferred their entire shareholding in theCompany constituting 95536854 fully paid-up equity shares of face value of Rs. 5/-each representing 50.22% of the total equity and voting share capital of the Company toMr. Deepak Kothari (Acquirer 1) Mr. Udai Kothari (Acquirer 2) and M/s. Lotus CapitalFinancial Services Limited (Acquirer 3) on 14th August 2017.
Subsequent to the aforesaid acquisitions the Acquirers along with the PACs now hold106613254 fully paid up equity shares of face value of Rs 5/- each representing 56.04%of the entire equity share capital of the Company and become the new promoters of theCompany.
36. CHANGE OF THE NAME OF THE COMPANY
Since the management of the Company had changed in August 2017 and the new managementtook over under the leadership of Mr. Udai Kothari.
Therefore it was proposed to change the name of the Company from Golden Goenka FincorpLimited to U. Y. Fincorp Limited by using the prefix "U. Y." in place"Golden Goenka" to reflect the new promoter of the Company.
Subjected to the approval of the members and other regulatory authorities the Board ofDirectors at their meeting held on 14th August 2017 had approved the change of name ofthe Company to U. Y Fincorp Limited. Further the Company had obtained the necessaryapproval from the Registrar of Companies (MCA) for availability of the proposed name interms of the Section 4(5) of the Companies Act 2013 and had also obtained the Noobjection certificate from the RBI for change the name of the Company.
Your Directors would like to express their grateful appreciation for the excellentsupport and co-operation received from the Banks RBI SEBI MCA Registrar and ShareTransfer Agents Registrar of Companies Stock Exchanges Depositories CustomersBusiness Associates Members and other Stakeholders during the year under review. YourDirectors also place on record their deep appreciation for the valuable contribution ofthe employees at all levels for the progress of your Company during the year and lookforward to their continued co-operation in realisation of the corporate goals in the yearsahead.
| ||For and on behalf of the Board |
| ||Sd/- |
| ||Udai Kothari |
|Place: Kolkata ||(Chairman & Managing Director) |
|Date: 10th August 2018 ||(DIN: 00284256) |