The Members of
U. Y. Fincorp Limited
(Formerly known as Golden Goenka Fincorp Limited)
Your Directors have pleasure in presenting the 26th Annual Report together with theAudited Accounts for the year ended 31st March 2019.
|1. FINANCIAL RESULTS || ||(` in lakh) |
|Particulars ||For the Year Ended 31st March 2019 ||For the Year Ended 31st March 2018 |
|Revenue from Operation ||2000.97 ||2357.98 |
|Profit before Provisions & Tax ||1471.91 ||1770.93 |
|Profit before Tax ||1254.32 ||1647.21 |
|Tax Expenses ||440.61 ||495.66 |
|Income tax in respect of earlier year ||(0.03) ||- |
|Profit after Tax ||813.74 ||1151.55 |
|Balance brought forward from previous year ||3018.44 ||2097.21 |
|Amount available for appropriation ||3832.19 ||3248.75 |
|Appropriations:- || || |
|Final dividend including tax ||114.42 ||- |
|Statutory Reserve ||162.75 ||230.31 |
|Balance Carried to Balance Sheet ||3555.02 ||3018.44 |
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. 1471.91 Lakhs as against Rs.1770.93 Lakhs in the last year. ii. Profit before taxation is Rs. 1254.32 Lakhs asagainst `1647.21 Lakhs in the last year. iii. Net profit after taxation is Rs. 813.74Lakhs as against Rs. 1151.55 Lakhs in the last year. iv. The total assets is Rs.25695.77 Lakhs as against Rs. 24780.32 Lakhs in the last year.
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.
Over the past few years the Reserve Bank of India (the RBI) has been steadilyimplementing technology to deepen and broaden financial services in India. Considering thesame your Company intends to expand into financial market segment and capitalize the setup for the same along with increasing capacity as required by the business. The key driverto growth in today's scenario requires higher operating efficiency sustainabilitycustomer satisfaction improving capabilities and exploring new market. For the purpose ofdiversification your Company is engaged in the expansion of its business of vehicle loanand consumer loan etc. The outlook of the business is very exciting and we take it as anopportunity 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.
The Directors of your Company do not recommend any dividend for the financial yearended 31st March 2019 in order to plough back the resources for future growth.
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 2019-20.
6. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In compliance with the provisions of Sections 124 and 125 of the Companies Act 2013read with the Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund) Rules 2016 (IEPF Rules') as amended from time to time thecompany had already transferred the unpaid dividend amount of Rs. 64652/- on 16.05.2019to the specified bank account of the IEPF established by the Government of India withrespect to the unpaid/unclaimed dividend for the financial year 2011-12 which have not yetbeen encashed by the equity shareholders for seven consecutive years from the FinancialYear 2011-2012.
Further the Equity Shares in respect of which dividend w.r.t. the financial year2011-2012 remains unclaimed / unpaid for seven consecutive years or more are required tobe transferred to the Demat Account of the IEPF Authority. Accordingly the Company hasrequested the Members vide its letter dated June 5 2019 to those who have not claimedtheir dividend for the financial year 2011-12 to claim the shares from the Companyimmediately. The company is now in process of transferring 147382 underlying EquityShares in aggregate in respect of 227 Members on which dividends remained unpaid orunclaimed for a period of seven consecutive years or more to the Demat Account of IEPFAuthority.
The Company has requested the Members vide its letter dated June 5 2019 to those whohave not encashed/claimed their dividend for the financial year 2012-13 to claim theamount of dividend from the Company immediately. The unclaimed / unpaid dividend amountif not encashed will be transferred to the IEPF established by the Government of Indiaalong with the underlying shares with respect to such dividend. The due date for transferof the unclaimed /unpaid dividend to IEPF relating to the financial year 2012-13 is08.09.2019.
7. RESERVE BANK OF INDIA (RBI) GUIDELINES
Your Company continues to carry on its business of Non-Banking 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.
8. SHARE CAPITAL
The paid up equity share capital as on 31st March 2019 was Rs. 9511.92 Lakhs. Therewas no public issue rights issue bonus issue or preferential issue etc. during the year.The Company has neither issued shares with differential voting rights sweat equity sharesnor has it granted any stock options.
9. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of the requirement of Section 134 (3) (c) of the Companies Act 2013 yourDirectors 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.
10. 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 2018-19. 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.
11. 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.
12. KEY MANAGERIAL PERSONNEL
During the period under review Mr. Ayush Agrawal Chief Financial Officer of theCompany has resigned w.e.f. 11th September 2018 and in his absence Mr. Alok Banerjee wasappointed as Chief Financial Officer pursuant to Section 203 read with Rule 8 of theCompanies (Appointment and Remuneration) Rules 2014 w.e.f. 1st November 2018. The Boardplaces on record its high appreciation of the valuable services rendered by Mr. AyushAgrawal during his tenure as Chief Financial Officer of the Company.
13. EXTRACT OF ANNUAL RETURN
The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of Section92 (3) of the Companies Act 2013 and Rule 12 of Companies (Management and Administration)Rules 2014 is enclosed as Annexure - 3 to this Report and the same is available on theCompany's website and the web link of the same is:https://www.uyfincorp.com/wp-content/uploads/2019/08/Extract-of-Annual-Return-2018-19-1.pdf
14. 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.
15. 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.
16. 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 Six Board Meetings and four 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.
17. 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) of the Companies Act 2013.
18. 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).
19. SUBSIDIARY COMPANIES/ ASSOCIATE COMPANIES/ JOINT VENTURES
During the year under review the Company has disposed the entire equity stake in thefollowing Companies:-
1. Golden Goenka Financial Advisors Limited
2. Golden Goenka Management Consultancy Services Limited
3. Golden Goenka Properties & Construction Private Limited
4. Goodpoint Conclave Limited
5. Linkwise Promoters Private Limited
Consequent to the said disposal the aforesaid Companies ceases to be the subsidiariesof our Company w.e.f. 29th September 2018.
As on March 31 2019 the Company has one wholly owned non listed material Indiansubsidiary and one Associate Company.
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 4 to thisReport.
20. 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 subsidiary on its website www.uyfincorp.com and copy ofseparate audited financial statements of its subsidiary will be provided to theshareholders at their request.
The annual accounts of subsidiary will also be kept for inspection by any Member of theCompany at the registered office of the Company. The Consolidated Financial Statementspresented by the Company include the financial information of its subsidiary.
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.
21. 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 25th Annual General Meeting(AGM) held on 26th September 2018 for a term of five consecutive years from theconclusion of the 25th Annual General Meeting till the conclusion of the 30th AnnualGeneral Meeting at a remuneration to be determined by the Board of Directors (includingany Committee thereof) of the Company and reimbursement of out of pocket expenses as maybe 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 March31 2019.
Secretarial Audit Report issued by M/s Prateek Kohli & Associates CompanySecretaries in Form MR-3 is enclosed as Annexure - 5 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.
22. 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 U. Y.Fincorp Limited including suitable reporting mechanisms.
Further kindly refer to the write-up in the Section Management Discussion and AnalysisReport.
23. 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 -6 to this Report.
24. 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. Udai Kothari (DIN: 00284256) retires by rotation at the ensuing AGMand being eligible offers himself for re-appointment.
During the period under review Mr. Niranjan Kumar Choraria tendered his resignationfrom the Directorship of the Company w.e.f. 11th August 2018 due to his pre-occupation.The Board places on record its high appreciation of the valuable services rendered by Mr.Niranjan Kumar Choraria during his tenure as Directors of the Company.
Based on the recommendation of the Nomination and Remuneration Committee the Board ofDirectors of your Company has appointed Mr. Nishant Sharadrao Nanda (DIN: 08196581) asAdditional Directors (Category Independent) with effect from 10th August 2018 to holdoffice up to the date of 25th Annual General Meeting (AGM) under Section 161 of theCompanies Act 2013. Further subject to approval of the Members the Board recommendsappointment of Mr. Nishant Sharadrao Nanda (DIN: 08196581) as Independent Directors ofyour Company for a period of 5 (five) consecutive years with effect from 10th August2018. The same has been approved by the members of the company at the 25th Annual GeneralMeeting held on 26th September 2018.
Subjected to the approval of the members by way of Special Resolution at the ensuing26th Annual General Meeting of the Company the Board of Directors at its meeting held on14th August 2019 on the basis of performance evaluation and recommendation of theNomination and Remuneration Committee considered and approved the re-appointment of bothMrs. Leena Hinesh Jobanputra (DIN:- 06975039) and Mr. Govind Kumar Goyal (DIN:- 02466348)as an Independent Directors of the Company for second term of 5 (five) consecutive yearsnot liable to retire by rotation with effect from 12th November 2019 and 24th July 2020respectively. The information as required to be disclosed under Regulation 36(3) of theSEBI (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 the business.
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 the regulators /courts / tribunals impacting the going concern status and your Company's operations infuture.
28. 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 yourCompany has carried out performance evaluation for the Board of Directors Committees ofthe Board and Individual Directors on the basis of participation of directors quality ofinformation available quality of discussions contributions and decision making etc. Theoverall performance of the members of the Board was found satisfactory. The manner inwhich the evaluation is carried out has been explained in the Corporate Governance Sectionforming part of this Report.
29. 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.uyfincorp.com and a web link tothe said Policy has been provided in the Corporate Governance Section forming part of thisReport.
30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Kindly refer to the write-up in the Section Management Discussion and Analysis Report.
31. 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:
32. 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 2019 the Company has not received anyComplaints pertaining to Sexual Harassment.
33. NOMINATION AND REMUNERATION COMMITTEE
During the financial year 2018-19 three Nomination and Remuneration Committee Meetingswas held on 23.05.2018 10.08.2018 and 31.10.2019.
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.
34. 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 on the website of theCompany www.uyfincorp.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 2018-19 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 -7 and forms part of this Report.
The Policy is also available on the Company's website and the web link of the same is:
35. 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.
36. CHANGE OF THE NAME OF THE COMPANY
Since the management of the Company has changed in August 2017 and the new managementtook over under the leadership of Mr. Udai Kothari. Therefore it was proposed to changethe name of the Company from Golden Goenka Fincorp Limited to U. Y. Fincorp Limited byusing the prefix U. Y. in place Golden Goenka to reflect the newpromoter 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. The same was approved by the shareholders at their25th Annual General Meeting held on 26th September 2018.
Further the Company has receipt all the necessary approvals from the various statutoryauthorities for the change of name of the Company. Pursuant to issue of fresh certificateof incorporation dated 10th December 2018 by Registrar of Companies West Bengal thename of the Company was changed from Golden Goneka Fincorp Limited to U. Y. FincorpLimited with effect from 10th day of December 2018 .
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 |
|Kolkata-700001 ||(Chairman & Managing Director) |
|Dated: 14th August 2019 ||(DIN:-00284256) |