Wall Street Finance Ltd.
|BSE: 511147||Sector: Financials|
|NSE: N.A.||ISIN Code: INE549D01012|
|BSE 00:00 | 24 Jun||20.85||
|NSE 05:30 | 01 Jan||Wall Street Finance Ltd|
Wall Street Finance Ltd. (WALLSTREETFIN) - Director Report
Company director report
The Members of Wall Street Finance Limited
Your Directors are pleased to present the 33rd Annual Reportof your Company along with the Audited Financial Statements for the year ended 31stMarch 2020.
The Company continues to be in the business of foreign exchangeservices through its network of branches under its AD-II License from Reserve Bank ofIndia. The Company deals in foreign currency forex cards and outward remittances and isfocused on the corporate leisure and student segments.
The Company has consciously embarked on a path of digitaltransformation and creating a digital ecosystem for all its customer segments. The Companyhad launched its Smart corporate and agent platforms for corporate customers and agentpartners to deal in foreign exchange.There has been good adoption for these platforms witha number of corporates and agents on boarded and transacting through the digitalplatforms.
In July 2019 the Company launched its Smart currency card an uniqueApp-enabled Forex & INR prepaid card in association with Yes Bank. The Smart currencycard is a contactless VISA card with global acceptance and is safe and secure for useinternationally as well as in the domestic market. It has unique features likemulti-currency wallets INR wallet easy encashment NFC (Near Field Communication)pin-based security and wide acceptability at 31.4 billion Visa merchant outlets. The smartapp ensures easy control of card management and is loaded with smart features likelock/unlock of the card change of PIN transaction notification and history intra-wallettransfers and rate calculator etc. whilst the customer is on the go anywhere across theglobe.
The Company has launched its consumer (B2C) app through which it willbe providing an end-to-end digital solution to its retail customers with a view toensuring that the Company products and services are accessible beyond its branch networkacross India. Further the Company is also ensuring that its internal processes arealigned to this digital transformation of the business to garner sustainable value for allstakeholders.
UPDATE ON COVID - 19 AND ITS IMPACT ON THE BUSINESS OF THE COMPANY
The Company has been taking all recommended precautions to contain thespread of COVID-19 which includes work from home for employees wherever possiblethermal screening of employees as well as for visitors and maintenance of socialdistancing at all work places and other precautionary measures as per the directionsissued by the Government of India and local authorities.
COVID-19 pandemic has impacted all business segments of the Company asinternational travel has come to a standstill. The Company's business / revenues recordedsubstantial decline from the last week of February 2020 but have since recovered to someextent. At present the Company continues to have a modest level of business turnover fromoutward remittances and forex card reloads related to university / college fees ofstudents doing their study overseas and for living expenses of individuals stayingoverseas.
The financial results of the Company for the year under review aresummarized below:
During the FY 2019-20 the income from operations amounted to R3632.22 Lakhs as against R 2387.79 Lakhs for the FY 2018-19. The net loss after tax hascome to R (52.39) Lakhs during the FY 2019-20 as against the net profit of R12.17 Lakhsfor the FY 2018-19.
At consolidated level during the FY 2019-20 the income fromoperations amounted to R 3632.22 Lakhs as against R 2388.18 Lakhs for the FY 2018-19.The net loss after tax has come to R (52.45) Lakhs during the FY 2019-20 as against thenet profit of R 11.19 Lakhs for the FY 2018-19.
The Company is engaged only in the business of foreign exchange andtherefore there is no separate reportable segment under Indian Accounting Standards108-Operating Segment. The nature of the Company's activities is such that geographicalsegments cannot be separately identified.
There was no change in the share capital of the Company during thefinancial year 2019-20.
The Board of Directors of your Company is pleased to recommend a finaldividend @ 15% i.e. R 1.50 per equity share of the face value of R 10 each payable tothose Shareholders whose names appear in the Register of Members as on the Book Closure /Record Date subject to TDS where the Dividend payment to Individual shareholder isgreater than R 5000/-.
There were no outstanding matured unclaimed and unpaid fixed depositsof public as on 31st March 2020. The Company has not accepted public depositsduring the year under review. Thus as on date there are no deposits lying in the booksand pending with the Company.
The working capital requirements of the Company are currently funded bythe Company's bankers at a reasonable cost and efforts are always on to get facilitiesfrom the bankers at the best possible terms.
UPDATE ON THE FRAUDULENT TRANSACTION AT A BRANCH IN SOUTHERN REGION INYEAR 2011-12
(a) Weizmann Forex Limited had filed a civil claim of R 125 Lakhsbefore the Hon'ble Court of Principal Sub Civil Judge Kollam Kerala in respect of somefraudulent transactions at a branch in southern region in the FY 2011-12. The final decreein respect of aforesaid fraud was passed by the Hon'ble Court of Principal Sub CivilJudge Kollam Kerala on 21st November 2016 whereby a sum of R 4.04 Lakhswith interest was decreed against the Company and the balance amount of R 121.93 Lakhs wasdismissed in favour of the Company. Weizmann Forex Limited has filed an appeal beforeHon'ble High Court of Kerala and the same remains pending.
(b) Update on Insurance Matters
The balance amount of R 20.54 Lakhs is still pending with the InsuranceCompany since 2014-15 out of total claim filed in the FY 2011-12 and another claim of R225 Lakhs paid to Muthoot Exchange Private Limited towards full and final settlement ofall disputes vide order dated 5th September 2016 under Special Leave Petitionissued by Supreme Court of India is also pending with Insurance Company. The insurancecompany's response is still awaited. The Company has been pursuing the matter with theinsurance company.
cash FLOW STATEMENT
In conformity with the relevant provisions of the Companies Act 2013and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ('ListingRegulations 2015') the cash flow statement for the year ended 31st March2020 is attached as part of the Annual Financial Statements of the Company.
SUBSIDIARY cOMpANY AND cONSOLIDATED FINANciAL STATEMENT
Pursuant to Section 129(3) of the Companies Act 2013 the consolidatedfinancial statements for the financial year ended 31st March 2020 includefinancials of S Global Insurance Advisory Limited (SGIAL) a wholly owned subsidiary ofthe Company.
In accordance with the provisions of the Companies Act 2013 and as perIndian Accounting Standards ('Ind-AS') the consolidated financial statements of theCompany form part of the Annual Report. The Annual Audited Accounts of SGIAL and therelated information will be made available to the Shareholders of the Company at theRegistered Office of the Company and on the Company's website under the Investor section.The Company shall furnish the accounts of SGIAL to any Shareholders on demand. Further astatement containing salient features of the financial statements of SGIAL in theprescribed format AOC-I is attached as Annexure-I to Directors report.
In accordance with the third proviso of Section 136(1) of the CompaniesAct 2013 the Annual Report of the Company containing therein its standalone and theconsolidated financial statements and all other documents as required under the relevantprovisions of the Companies Act 2013 have been placed on the website of the Company andfurther as per fourth proviso of the said section audited annual financial statements ofthe subsidiary Company have also been placed on the website of the Company www.wsfx.in.
Since there has been no business in the books of SGIAL since December2018.The Management has decided to file an application for voluntary winding up of SGIALunder the provisions of Section 248 of the Companies Act 2013 at appropriate time.
PERFORMANCE AND FINANCIAL POSITION OF WHOLLY OWNED SUBSIDIARY COMPANY
During the year under review S Global Insurance Advisory Limited hasbooked a total revenue of R Nil as compared to R 0.39 Lakhs in the FY 2018-19 therebybooking a loss of R (0.06) Lakhs as compared to the loss of R (0.98) Lakhs in FY 2018-19.
PARTICULARS OF LOANS INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED
The Company has not given any loan guarantee or provided security toany party during the year under review. The particulars of investments made have beendisclosed in the note no. 7 to standalone financial statements which forms part of theannual report.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year under review in compliance of provisions ofSection 188 of the Companies Act 2013 read with rules framed thereunder and Regulation 23of the Listing Regulations 2015 (including amendments thereof) an omnibus approval ofthe Audit Committee was taken wherever required for the related party transactions. Thedetails of the related party transactions entered in normal course of business and atarm's length basis are included in the Note No. 30 forming part of the standalonefinancial statements. However there is no 'material' related party transactions asdefined under Regulation 23 of the Listing Regulations 2015 including amendments thereofduring the year.
The Policy of related party transactions and dealings with relatedparty transactions as approved by the Audit Committee and the Board of Directors isuploaded on the website of the Company athttps://s3.ap-south-1.amazonaws.com/files.wsfx.in/pdf/corporate-governance/Policies&Codes/PolicyOnRelatedPartyTransactionsNew.pdf
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company is into the business of foreign exchange the earnings andoutgo in foreign currencies are as under:
(R in lakhs)
PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION
Since the Company does not own any manufacturing facility the otherparticulars relating to conservation of energy and technology absorption stipulated inSection 134(3) of the Companies Act 2013 read with rule 8(3) of the Companies (Accounts)Rules 2014 as amended from time to time are not applicable to the Company. However thebest efforts were made by the Company to use latest technology for their various digitalplatforms and servers for the data storage.
INTERNAL FINANCIAL CONTROLS
The Company has adopted relevant policies and procedures for ensuringorderly and efficient conduct of its business including adherence to the Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information.
The internal financial controls are exercised through documentedpolicies guidelines and procedures. It is supported by regular internal audits conductedby external firms of Chartered Accountants appointed by the Audit Committee and the Board.
The Audit observations and corrective actions taken thereon areperiodically reviewed by the Audit Committee to ensure effectiveness and furtherstrengthen the internal control system. The Statutory Auditors have reviewed the internalfinancial controls as part of control assurance process. They are reported to besatisfactory and acceptable and no material weaknesses in their design or operation wereobserved. The recommendations from time to time of the internal and statutory auditors forimproving or further strengthening internal financial controls with reference to thefinancial statements have been accepted by the Management and implemented.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THECOMPANY
There are no material changes and commitments affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany i.e. 31st March 2020 and the date of the Director's report i.e. 17thJune 2020.
LISTING OF SECURITIES
Equity Shares of the Company are presently listed on BSE Limited. Theannual listing fee for the year 2020-21 has been duly paid to BSE Limited.
UPDATE ON REGULATORY APPROVALS
Reserve Bank of India (RBI) has granted Authorized Dealer Category-IIlicense for a period of five years valid till 31st December 2023.
BOARD OF DIRECTORS>
In accordance with the provisions of Section 152(6) of the CompaniesAct 2013 and Articles of Association of the Company
Mr. Ramesh Venkataraman non-executive director shall retire at theensuing AGM and is eligible for re-appointment. The Board recommends his re-appointment atensuing AGM for the approval of members.
Mr. Dilip Modi (DIN: 00029062) Non-Executive Promoter Directordesignated as the Chairman resigned from his Board membership and consequentlyrelinquished the Chairmanship with effect from 4th February 2020 so tofacilitate a transition to a professional non-promoter led Board. Mr. Dilip Modi joinedthe Board on 4th April 2016 and during his nearly 4-year tenure hesuccessfully guided restructuring of the business of the Company. The Board of Directorsrecorded its appreciation for the significant contribution of Mr. Modi during his tenureas Chairman of the Company. Consequent to his resignation from the Board Mr. Dilip Modialso ceased to be a Member of the Nomination and Remuneration and Corporate SocialResponsibility Committees.
The Board of Directors unanimously nominated Mr. Ramesh Venkataraman(DIN: 03545080) as the Chairman with effect from 4th February 2020.
Mr. Madhukar Sardar (DIN: 03067522) Independent Director on the Boardresigned with effect from 22nd April 2020 due to advancing age. The Boardrecorded its appreciation for the contribution made by Mr. Madhukar Sardar during his longtenure of over a decade. Consequent to resignation from the Board of the Company Mr.Madhukar Sardar ceased to be a Member and Chairman of the Audit and StakeholdersRelationship Committees respectively.
Ms. Asha Shah (DIN: 08137628) is a Woman Independent Director on theBoard of the Company.
All Independent Directors have provided declarations as required underSection 149(7) of the Companies Act 2013 that they meet the criteria of Independence asprovided in Section 149(6) of the Companies Act 2013 and rules made thereunder andregulation 16(1)(b) of the Listing Regulations 2015 including amendments thereof. TheIndependent Directors have complied with the Code for Independent Directors as prescribedin Schedule IV to the Companies Act 2013.
Independent Directors have the right balance of expertise andcompetencies and collectively have vast experience and knowledge in the areas of forexbanking capital markets Companies Act accounting legal and regulatory compliance andcorporate governance which are required to manage and direct operations of the Companysmoothly. Independent Directors have registered themselves with the Indian Institute ofCorporate Affairs in compliance of Section 150 of the Companies Act 2013 and rules framedthereunder. Pursuant to rule 6 of the Companies (Appointment and Qualifications ofDirectors) Rules 2014 including amendments thereof online proficiency self-assessmenttest as conducted by the said Institute will be undertaken by the Independent Director asmay be applicable.
KEY MANAGERIAL PERSONNEL
The following are the Key Managerial Personnel's of the Company duringFY 2019-20:
(a) Mr. Narasimhan Srikrishna Whole Time Director and Chief ExecutiveOfficer
(b) Mr. Dipesh Dharod Chief Financial Officer
(c) Ms. Chaitali Desai Company Secretary ^
ANNUAL EVALUATION OF THE BOARD
The Board has carried out the annual evaluation of its performance andthat of its Committees and of Individual Directors including Chairman of the Board for theFY 2019-20. The main criteria of evaluation included the size of the Board talentskills relevant experience Directors' participations in the board functioningsuggestions and deliberations at the meetings and polices and other related matters. Thedetailed process of evaluation forms part of the Corporate Governance Report.
AUDITORS AND AUDITORS REPORT
M/s. DTS & Associates LLP Chartered Accountants Mumbai wereappointed at the 30thAnnual General Meeting (AGM) held on 20thSeptember 2017 for a period of five years as the statutory auditors of the Company tohold office until the conclusion of the Annual General Meeting to be held in the calendaryear 2022. The Company has received a letter from the said firm that their appointment iswithin the prescribed limits and confirmed that they are not disqualified pursuant toprovisions of the Companies Act 2013 and other applicable statutory provisions.
The Auditors' Report for the financial year ended 31stMarch 2020 on the financial statements of the Company is a part of this Annual Report.The notes to financial statement referred to in the Auditors' Report are self-explanatoryand do not call for any further comments. The Auditors' Report does not contain anyqualification reservation or adverse remark.
Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s D. M. Zaveri & Co. (C.P No. 4363) a firm of CompanySecretaries in Practice to undertake the secretarial audit of the Company. The secretarialaudit report for the financial year ended 31st March 2020 does not contain anyqualification reservation or adverse remark and the same is enclosed as annexure II tothis Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has framed a CSR policy in compliance of the relevantprovisions of the Companies Act 2013 and the same is uploaded on the website of theCompany at https://s3.ap-south-1.amazonaws.com/files.wsfx.in/pdf/corporate-governance/Policies&Codes/CSR_Policy.pdf. Since the average net profit made during the threeimmediately preceding financial years calculated in accordance with the provisions ofSection 198 is negative R (74.01) Lakhs the provisions relating to CSR would not beapplicable to the Company as far as FY 2019-20 is concerned.
NOMINATION AND REMUNERATION POLICY
The Company has devised a policy on Nomination Remuneration and BoardDiversity including criteria for determining qualifications positive attributesindependence of a director and other matters as specified under the provisions of Section178 of the Companies Act 2013. The policy lays down criteria and terms and conditionswith regard to identifying persons who are qualified to become directors (Executive andNon-Executive including Independent Directors) KMPs and persons who may be appointed insenior management positions and retain motivate and promote talent and to ensure longterm sustainability of talented managerial persons and create competitive advantage forthe Company. The said policy has been uploaded on the website of the Company athttps://s3.ap-south-1.amazonaws.com/files.wsfx.in/pdf/corporate-governance/Policies&Codes/Nomination_Remuneration%20and%20Board%20Diversity%20policy.pdf
Key provisions of the policy are summarized hereunder:
- The Board approves the remuneration of the Executive Director uponrecommendation of the Nomination of Remuneration Committee subject to approval of theshareholders. The Company pays remuneration to Executive Director in accordance with theapplicable provisions of the Act and the rules framed thereunder.
- Non-Executive Independent Directors are paid sitting fees forattending the Board meetings Audit Committee meetings and Nomination and RemunerationCommittee meetings in accordance with the Companies Act 2013. The Nomination andRemuneration Committee may recommend to the Board of Directors the payment of commissionto the Non- Executive Independent Directors and Non-Executive Non-Independent Director asper the provisions of the Act and the rules framed thereunder subject to approval of theShareholders if required.
- The Board on the recommendation of the Nomination and RemunerationCommittee approves the remuneration payable to the Key Managerial Personnel's and SeniorManagement.
All the recommendations of the Audit Committee were accepted by theBoard. The composition of the Audit Committee forms part of the Corporate GovernanceReport.
RISK MANAGEMENT POLICY
The Company has in place a mechanism to identify assess monitor andmitigate various risks to key business objectives. Major risks identified by the functionsare systematically addressed through mitigating actions on a continuous basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany.
MEETING OF THE BOARD
During the period under review your Company has complied with theSecretarial Standards 1 related to Board Meetings issued by the Institute of CompanySecretaries of India.
The Board met four times during the year under review the details ofwhich are given in Corporate Governance report which forms part of the Annual Report. Theintervening gap between the meetings was within the period as prescribed under theCompanies Act 2013 and the Listing Regulations 2015.
cOMMITTEEs OF THE BOARD
Currently the Company has four Committees as indicated below:
(a) Audit Committee
(b) Nomination and Remuneration Committee
(c) Stakeholders Relationship Committee
(d) Corporate Social Responsibility Committee
Details of all the Committees along with their charters compositionand meetings held during the year are provided in the Corporate Governance report formingpart of the Annual Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Act read with rule 5(1) 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 (including amendmentsthereof) form part of this report and are annexed as annexure III.
The details of sitting fees paid to Non-Executive Independent Directorsduring the FY 2019-20 are provided in the Corporate Governance report forming part of theAnnual Report.
During the year under review none of the employees of the Company werein receipt of remuneration in excess of limits as prescribed under rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2016.
EXTRACT OF ANNUAL REPORT
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act2013 read with relevant rules framed thereunder the extract of Annual Return as on 31stMarch 2020 forms part of this Report and is annexed as annexure IV and the same will beuploaded on the Company's website: www.wsfx.in.
directors' responsibility STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act2013 it is hereby confirmed that:
(a) in the preparation of the annual accounts the applicableaccounting standards have been followed and there were no material departures;
(b) the Directors selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as on 31stMarch 2020 and the loss for that period;
(c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(d) the Directors have prepared the annual accounts for the financialyear ended 31st March 2020 on a 'going concern basis;
(e) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and
(f) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.
EMPLOYEE STOCK OPTION PLAN
(a) In line with the Company's ESOP scheme titled 'Wall Street FinanceLimited - Employees Stock Option Plan 2018 (WSFL- ESOP 2018)' the Nomination andRemuneration Committee had granted 1033590 Options to eligible employees andNon-Executive Director on 7thJune 2018 at the closing market price of 5thJune 2018 i.e. R 25.20 per option. Options lapsed during the year under review wereadded back to pool created for ESOP. The details of vesting period and exercise of optionsare as under:
(b) The Nomination and Remuneration Committee had further granted67500 options to eligible employees on 29th July 2019 at the then prevailingmarket price of R 25.20 per option. The options lapsed during the year under review wereadded back to pool created for ESOP. The details of vesting period and exercise of optionsare asunder:
None of the employee and Non-Executive Director have exercised optionstill date. The relevant details on the options granted and the accounting of their costsare set out in the notes to the Standalone Financial Statements.
A separate section on Corporate Governance standards followed by theCompany as stipulated under Regulation 27 of the Listing Regulations 2015 along withStatutory Auditors and Secretarial Auditors certificates in compliance of Schedule V ofRegulation 34(2) forms part of the Annual Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place Sexual Harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013 read with relevant rules framed thereunder. This policy providesfor protection against sexual harassment of women at workplace and for prevention andredressal of such complaints.
The Company has complied with provisions relating to the constitutionof Internal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. There was no complaint received fromany employee during the FY 2019-20.
There were no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and the Company's operation infuture.
Your Directors would like to place on record their sincere appreciationand gratitude for the guidance provided by the Reserve Bank of India and other statutoryauthorities and support received from bankers shareholders business associates andesteemed customers during the year under review.
The Directors also wish to thank all the employees for their sincereefforts at all levels.