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Visagar Financial Services Ltd.

BSE: 531025 Sector: Financials
NSE: N.A. ISIN Code: INE309H01020
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NSE 05:30 | 01 Jan Visagar Financial Services Ltd
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VOLUME 202687
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OPEN 1.49
CLOSE 1.55
VOLUME 202687
52-Week high 2.14
52-Week low 0.36
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Visagar Financial Services Ltd. (VISAGARFINAN) - Director Report

Company director report

The Members

VISAGAR FINANCIAL SERVICES LIMITED

Your Directors are pleased to present their 27th Annual Report together withthe Audited Financial Statements for the financial year ended March 31 2020 and theAuditors Report thereon.

1. Business Performance

PARTICULARS

YEAR ENDED 31.03.2020

YEAR ENDED 31.03.2019

Revenue from operations

15211141

10577031

Other income

-

82500

Gross Income

15211141

10659531

Total Expenses

18055952

10051023

Net Profit Before Tax

(2844811)

608508

Provision for Tax

-

160000

Net Profit After Tax

(2844811)

448508

2. Operations and Future Plans

During the year under review the Company's Turnover has increased from Rs. 105.77 Lakhsin FY 18-19 to Rs. 152.11 Lakhs in FY 19-20 and the expenses during the year has also beenincreased from Rs. 100.51 Lakhs in FY 18-19 to Rs. 180.56 Lakhs in FY 19-20. Howeverthere is net loss in the Company of Rs. 28.45 Lakhs compared to net profit of Rs. Rs. 4.49Lakhs in the previous year.

Your Company is optimistic about the coming year. Since the Company is trying to reducecost and expand its business your Directors are hopeful that the results will be moreencouraging.

Impact of Covid-19

During the last quarter of the year under review the incidence of Covid-19 developedinto a global pandemic. The directors have assessed the impact of Covid-19 on the businessat the balance sheet date and there are significant adverse impact in business revenue andchanges as of the balance sheet date. The company continues to provide the services to itscustomers although some parts of the business have been disrupted due to the currentlockdown conditions in most part of the country. Due to the worldwide uncertainty causedby Covid-19 and its potential to impact the company the company has put in placemitigation plans to minimize the adverse impact on both revenue and profitability. Therestrictions lockdowns & growing concerns of the Covid-19 pandemic will materiallyaffect the operations of the company.

3. Dividend

In order to plough back the profit your Directors have not recommended any dividendfor the year ended March 31 2020.

4. Share Capital

The Issued Subscribed & Paid up Capital of the Company as on March 31 2020 standsat Rs. 65018000/- divided into 32509000 Equity Shares of Rs. 2/- each. During theperiod under review the Company has not issued shares with differential voting rights norgranted any stocks options or sweat equity.

5. Transfer to Reserve

The Board does not propose to make transfer to reserves for the year 2019-20 as companyhas incurred net loss of Rs. 28.45 Lakhs as on March 31 2020.

6. Directors and Key Managerial Personnel

i) Retire by Rotation:

In accordance with the provisions of Section 152 of the Act and that of Articles ofAssociation of the Company Mr. Kailash Ram Chhaparwal (01211651) Director of the Companyretires by rotation at this Annual General Meeting of the Company and being eligibleoffers herself for reappointment.

ii) Change in Directors and Key Managerial Personnel's:

During the year under review Mr. Arvind Desai (DIN: 00353903) has resigned from theposition of Whole-time Director of the Company w.e.f. April 16 2019 due to hisdisqualification as per the list issued by Ministry of Corporate Affairs. The Boardconsidered and approved his resignation from the post of Directorship. The Board place onrecord its gratitude for the services rendered by him during the tenure as director of theCompany.

Mr. Suranjan Upadhyay (DIN: 05287812) has resigned from the position of IndependentDirector of the Company w.e.f. April 16 2019 due to personal reasons. The Boardconsidered and approved his resignation from the post of Directorship. The Board place onrecord its gratitude for the services rendered by him during the tenure as director of theCompany.

Further upon recommendation of the Nomination and Remuneration Committee and asapproved by the Board of Directors on April 16 2019 Mr. Sanjay Rajak (DIN: 08417877) wasappointed as the "Additional (Non-Executive Independent) Director" on the Boardof Directors of your Company for a term of 5 (Five) years starting from April 16 2019which is subject to approval of the Members at the ensuing Annual General Meeting.

Mr. Sagar Tilokchand Kothari has been appointed as Chief Executive Officer of theCompany in the Board Meeting held on April 16 2019.

Further upon recommendation of the Nomination and Remuneration Committee and asapproved by the Board of Directors on April 16 2019 there has been change in designationof Mr. Kailash Ram Gopal Chhaparwal from Independent Director to NonExecutive Director ofthe Company.

iii) Composition of Board of Directors and Key Managerial Personnel's:

As on the date of this Board's Report i.e. as on August 03 2020 your Company'sBoard of Directors comprises of the following Directors:

Name of the Director Director Identification Number (DIN) Category
Mr. Tilokchand Manaklal Kothari 00413627 Executive Director
Mrs. Asha Tilokchand Kothari 01040247 Chairperson & Non-Executive Director
Mr. Kailash Ram Gopal Chhaparwal 01211651 Non-Executive Director
Mr. Kuldeep Kumar 08373716 Non-Executive Independent Director
Mr. Sanjay Rajak 08417877 Non-Executive Independent Director
Ms. Madhu Bala Vaishnav 08376551 Non-Executive Independent Director

As on the date of this Board's Report i.e. as on August 03 2020 your Company's KeyManagerial Personnel are as follows:

Name of KMP Designation
Mr. Kalpesh Kantilal Khut Chief Financial Officer
Mr. Sagar Tilokchand Kothari Chief Executive Officer
Ms. Shalini Bose* Company Secretary and Compliance Officer

* Ms. Shalini Bose resigned from the position of Company Secretary w.e.f 06.05.2020.

7. Board Evaluation

Your Board has carried out an annual evaluation of its own performance Boardcommittees and individual Directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by SEBI (Listing Obligations andDisclosures Requirement) Regulations 2015.

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.

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 like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.

8. Meetings of the Board

During the year ended March 31 2020 Six (6) Board Meetings were held by the Companyon 16th April 2019 29th May 2019 13th August 201929th August 2019 13th November 2019 and 13th February2020.

9. Details of Committees of the Board

Currently the Company has three (3) Committees namely Audit Committee Nomination andRemuneration Committee & Stakeholders' Relationship Committee. The detailedcomposition of various Committees is elucidated below:

i) Audit Committee

The Audit Committee comprises of three Directors as on 31st March 2020namely Mr. Kailash Chhaparwal Mr. Kuldeep Kumar and Ms. Madhu Bala Vaishnav. Theaforesaid Members of the Committee operate in the capacity of Independent Directorsrespectively. The Chairman of the Committee is Mr. Kailash Chhaparwal who is anIndependent Non-Executive Director. The recommendations of the Audit Committee are alwayswelcomed and accepted by the Board & all the steps impacting the financials of theCompany are undertaken only after the consultation of the Audit Committee. During theperiod ended 31st March 2020 Five (5) Meetings of Audit Committee were heldon 29th May 2018 13th August 2018 14th November2018 14th February 2019 and 30th March 2019.

As on the date of this report i.e. August 03 2020 the composition of Audit Committeeare as follows:

Name of Member Designation Category
Mr. Sanjay Rajak** Chairman Independent Non-Executive Director
Mr. Kuldeep Kumar Member Independent Non-Executive Director
Ms. Madhu Bala Vaishnav Member Independent Non-Executive Director

**Mr. Sanjay Rajak has been inducted as the Chairman of Audit Committee in place of Mr.Kailash Ram Gopal Chhaparwal in the Board Meeting held on April 16 2019.

ii) Nomination & Remuneration Committee

The Committee was constituted pursuant to provisions under Section 178 of the CompaniesAct 2013. As on 31st March 2020; the Committee consists of three (3) Membersnamely Mr. Kailash Chhaparwal Mr. Kuldeep Kumar and Ms. Madhu Bala

Vaishnav. The aforesaid Members of the Committee operate in the capacity of IndependentDirectors respectively. The Chairman of the Committee is Mr. Kailash Chhaparwal who is anIndependent Non-Executive Director. During the year ended 31st March 2020 Two(2) Committee Meeting was held on August 13 2018 and February 14 2019.

Nomination and Remuneration Committee Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is annexed as "Annexure A" to this report.The policy is also available in the website of the Company i.e.http://vfsl.visagar.com/vfslinvestors.html

As on the date of this report i.e. August 03 2020 the composition of Nomination andRemuneration Committee are as follows:

Name of Member Designation Category
Mr. Sanjay Rajak** Chairman Independent Non-Executive Director
Mr. Kuldeep Kumar Member Independent Non-Executive Director
Ms. Madhu Bala Vaishnav Member Independent Non-Executive Director

As on the date of this report i.e. August 03 2020 the composition of Stakeholders'Relationship Committee are as follows:

Name of Member Designation Category
Mr. Sanjay Rajak** Chairman Independent Non-Executive Director
Mr. Kuldeep Kumar Member Independent Non-Executive Director
Ms. Madhu Bala Vaishnav Member Independent Non-Executive Director

**Mr. Sanjay Rajak has been inducted as the Chairman of Stakeholders' RelationshipCommittee in place of Mr. Kailash Ram Gopal Chhaparwal in the Board Meeting held on April16 2019.

10. Declaration of Independence from Independent Directors

Your Company has received declarations pursuant to Section 149(7) of the Companies Act2013 from all the Independent Directors confirming that they meet the criteria ofindependence laid down under Section 149(6) of the Companies Act 2013. Based on thedeclaration(s) of Independent Directors the Board of Directors recorded its opinion thatall Independent Directors are independent of the Management and have fulfilled theconditions as specified in the Companies Act 2013 rules made thereunder as well asapplicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

11. Internal Control Systems and their Adequacy

The Management continuously reviews the internal control systems and procedures for theproficient conduct of the Company's business. The Company adheres to the prescribedguidelines with respect to the transactions financial reporting and ensures that all itsassets are safeguarded and protected against losses. The Internal Auditor of the Companyconducts the audit on regular basis and the Audit Committee periodically reviews internalaudit reports and effectiveness of internal control systems. Apart from the above theCompany in consultations with the external and independent consultants adopted a policyfor development and implementation of risk management for the company includingidentification of elements of risk if any that may threaten the existence of the Companyand a mechanism to mitigate the same.

12. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 the Directors of your Companyconfirm that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and

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.

13. Change in the Nature of Business

During the period under review there is no change in the nature of business of theCompany. The Company continues to operate in the NBFC (Non- Banking Financial Company)Sector.

14. Extract of Annual Return

The extract of Annual Return in Form MGT-9 as required under Section 92 of theCompanies Act 2013 (herein after referred to as "the Act") forms an integralpart of this Report as "Annexure B".

15. Prevention of Sexual Harassment Policy

In order to prevent sexual harassment at workplace your Company has adopted a Policyon prevention prohibition and redressal of sexual harassment at workplace in line withthe requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and Rule made thereunder. During the year under review therewere no cases filed or reported pursuant to the provisions of the said Act.

16. Auditors & their Report

a) Statutory Auditor:

S.C. Mehra & Associates Chartered Accountants (Firm Registration No: 106156W) isthe Statutory Auditors of the Company appointed at the AGM in the year 2017 for the periodof 5 years till the conclusion of the Annual General Meeting to be held in the year 2022.

There is no audit qualification reservation or adverse remark for the Financial yearunder review.

b) Secretarial Auditor:

In compliance with the provisions of Sec 204 and other applicable provisions ofCompanies Act 2013 the Board of Directors have appointed M/S VRG & AssociatesPractising Company Secretary as Secretarial Auditors to undertake Secretarial Audit of theCompany for the financial year ended March 31 2020. The Secretarial Audit Report isattached herewith marked as "Annexure C" and forms an integral part of thisreport.

The Secretarial Auditor has made and mentioned the following observation in his report:

1. During the year company has maintain minutes of board meeting and other committee inelectronic mode.

2. Annual Report for the Financial Year 2018-2019 the attached MGT-9 is pertaining forthe year 31st March 2018.

3. As per Regulation 30 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 Newspaper publication is notuploaded for Intimation of Board Meeting for the quarter ended 31st December2019 30th September 2019 and 31st March 2020.

5. As per Regulation 30 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 Newspaper publication is notuploaded for Intimation of Board Meeting for the quarter ended 31st December2019 30th September 2019 and 31st March 2020.

c) Internal Auditor:

M/s. Lakhpat M Trivedi & Co. Chartered Accountants Mumbai (Membership No. 109047)was appointed as Internal Auditor of the Company for the FY 2019-20 and the Internal AuditReport prepared by them was placed before the Audit Committee.

17. Risk Management

Risk Management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate/control theprobability and/or impact of unfortunate events or to maximize the realization ofopportunities. The Company has laid a comprehensive Risk Assessment and MinimizationProcedure which is reviewed by the Audit committee and approved by the Board from time totime. These procedures are reviewed to ensure that executive management controls riskthrough means of a properly defined framework. The policy has been hosted on Company'swebsite www.vfsl.org.

18. Public Deposits

The Company has not accepted any deposit from the general public within the meaning ofsection 73 of the Companies Act 2013 and the rules made there under.

19. Particulars of Contracts/ Arrangements with Related Party

During the year there were no related party transactions made in the Companytherefore Form AOC-2 is not applicable to the Company. The policy on materiality ofrelated party transactions and dealing with related party transactions as approved by theBoard may be accessed on the Company's website at the link:http://vfsl.visagar.com/attachments/policyrtp.pdf.

20. Particulars of Loans Guarantees or Investments by the Company under section 186

Details of Loan Guarantees and Investments covered under the provisions of the Actare disclosed in the notes to the Financial Statements.

21. Material Changes affecting the financial position of the Company

During the year ended March 31 2020 there were no material changes and commitmentsaffecting the financial position of the Company have occurred to which financial resultsrelate and the date of the Report.

22. Corporate Social Responsibility Committee

Since the provisions as laid down in the Section 135 of the Companies Act 2013 are notapplicable to the Company; hence no such Committee has been formed. However Company hadalways tried in its best possible ways to involve itself in social development activities.

23. Dematerialisation of Shares

Your Company has connectivity with the National Securities Depository Limited (NSDL)& Central Depository Services (India) Limited (CDSL) for dematerialization of itsEquity Shares. The ISIN No INE309H01020 has been allotted for the Company Shares.Therefore

the members and/or investors may keep their shareholdings in the electronic mode withtheir Depository Participant.

As on March 31 2020 87.88% of the paid up Equity Share Capital stands in Demat modeand the remaining 12.12% Equity Shares were held in physical mode the details of whichare as follows:

Particulars

No. of Shares

% of Total Capital

Held in Demat form with CDSL

17094424

52.58

Held in Demat form with NSDL

11473507

35.29

Held in physical mode

3941069

12.12

24. Listing of Shares

The shares of your Company are listed at BSE Limited. The applicable Annual Listingfees have been pending for payment to the Stock Exchange for the financial year 2019-20.

25. Subsidiary Companies

The Company does not have any Subsidiary Company.

26. Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of the Companies Act 2013 read with the Companies (Meetingof Board and its Powers) Rules 2014 and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 every listed Company is required to have a VigilMechanism/ Whistle Blower Policy for the Directors and employees to report their concernsand grievances. The Company has a Whistle Blower Policy in place and the same is alsoavailable on the web-site at the web-link

http://vfsl.visagar.com/attachments/whistleblowerpolicyVigilmechanism.pdf

The Audit Committee of Directors are entrusted with the responsibility to oversee theVigil mechanism.

27. Corporate Governance

In terms of Regulation 15(1) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the provisions related to Corporate Governance asspecified in Regulation 17 to 27 and Clause (b) to (i) of sub-regulation (2) of regulation46 and para C D and E of schedule V shall not be applicable in respect of companieshaving paid up equity share capital not exceeding Rs.10 Crore and Net worth not exceedingRs.25 Crore as on the last day of the previous financial year.

As on March 31 2020 the Equity Share Capital is Rs. 65018000 and Net worth is Rs.120545104/-. Hence the company is not providing a separate report on corporategovernance and also a certificate from the Company's Auditors confirming the complianceof Corporate Governance. However the Company continues to adhere to the best practicesprevailing in Corporate Governance and follows the same in its true spirit.

28. Secretarial Standards of ICSI

Pursuant to the approval given on April 10 2015 by the Central Government to theSecretarial Standards specified by the Institute of Company Secretaries of India theSecretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings(SS-2) came into effect from July 01 2015. The Company is in compliance with the same.

29. Significant and Material Orders Passed by the Regulators or Courts:

There are no significant and material orders passed by the Regulators/Courts whichwould impact the going concern status of the Company and its future operations.

30. Management Discussion and Analysis

Management Discussion and Analysis Report is appended to this Annual Report.

31. Particulars of Employees

The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered office of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the company secretary in advance.

No employee has received remuneration in excess of the limits set out in rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014during FY 2019 - 20.

32. Conservation of Energy. Technology Absorption and Foreign Exchange Earning &Outgo

There was no technology absorption and no foreign exchange earnings or outgo duringthe year under review. Hence the information as required under Section 134(3)(m) of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 is to be regarded asNil.

The Company has not entered into any technology transfer agreement.

33. Acknowledgement

Your Directors take this opportunity to express their grateful appreciation for theexcellent assistance and co-operation received from all our Clients Bankers BusinessAssociates and the Government and other regulatory authorities and thank all stakeholdersfor their valuable sustained support and encouragement towards the conduct of theproficient operation of the Company. Your Directors would like to place on record theirgratitude to all the employees who have continued their support during the year.

By Order of the Board of Directors

For Visagar Financial Services Limited

Sd/- Sd/-
Date: June 29 2020 Tilokchand Kothari Asha Kothari
Place: Mumbai Director Director
DIN: 00413627 01040247

.