The Members of Wall Street Finance Limited
Your Directors are pleased to present 31st Annual Report of your Companyalong with the Audited Financial Statements for the year ended 31st March2018.
The Company has successfully divested its entire stake of Goldman Securities PrivateLimited (GSPL) and transferred its MTSS business to EBIX Software India Private Limited(EBIX).
The Company continues to provide forex services for individual business travellers andcaters to the outwards remittance requirements for student for their overseas educationand other remitters under the Liberalised Remittance Scheme (LRS) of RBI.
The Company is into the transformational journey with the objective of enhancing valuecreation for all stakeholders.
Detailed information about the business review outlook and state of affairs of theCompany are included in the Management Discussion and Analysis Report and Chairman'sStatement forming part of the Annual Report.
The financial results of the Company for the year under review are summarized below:
(R in lakhs)
|Particulars || |
| ||31.03.2018 ||31.03.2017 ||31.03.2018 ||31.03.2017 |
|Profit before finance cost depreciation prior period adjustments and tax ||85.75 ||546.52 ||127.71 ||576.79 |
|Less: Finance Cost ||312.46 ||457.05 ||309.74 ||457.05 |
|Profit / (Loss) before depreciation / tax ||(226.71) ||89.47 ||(182.03) ||119.74 |
|Less: Depreciation ||60.85 ||39.87 ||61.65 ||41.44 |
|Net profit / (loss) before exceptional and extraordinary items and tax ||(287.56) ||49.60 ||(243.68) ||78.30 |
|Exceptional item ||3821.66 ||- ||3821.66 ||- |
|Net profit / (loss) before tax ||3534.09 ||49.60 ||3577.98 ||78.30 |
|Less: Tax including Deferred Tax ||852.89 ||6.78 ||859.20 ||15.07 |
|Profit / (loss) after tax ||2681.20 ||42.82 ||2718.78 ||63.23 |
|Add: Other Comprehensive Income ||19.24 ||4.03 ||19.24 ||3.92 |
|Surplus carried to balance sheet ||2700.44 ||46.85 ||2738.02 ||67.15 |
During the financial year the income from operations amounted to R 3450.40 Lakhs asagainst R 4392.58 Lakhs for the previous year recording a marginal decline of 21.45%.The net profit of the Company has significantly increased to R 2681.20 Lakhs during theyear taking into account exceptional income as against the net profit of R 42.82 Lakhs inthe previous year.
At consolidated level during the financial year the income from operations amountedto R 3567.69 Lakhs as against R 4684.72 Lakhs for the previous year recording amarginal decline of 23.84%. The net profit of the Company has significantly increased to R2718.78 Lakhs during the year taking into account exceptional income as against the netprofit of R 63.23 Lakhs in the previous year.
Figures of the current year were not directly comparable with the previous year sincethe Company had transferred its Money Transfer Service Scheme (MTSS) business to GSPLwhich was acquired by EBIX Software India Private Limited (EBIX) as mentioned above for aconsideration of R 4733 Lakhs.
The Company was engaged primarily in the business of Money Transfer and Money Changing.Money Transfer now stands sold as slump sale and hence there is no separate reportablesegment within the criteria as defined under Indian Accounting Standard 108 - OperatingSegment. The nature of the Company's activities is such that geographical segments are notseparately identified.
Indian Accounting Standards
The Ministry of Corporate Affairs (MCA) vide its notification dated 16thFebruary 2015 notified the Indian Accounting Standards (Ind AS) applicable to certainclasses of companies. Ind AS has replaced the existing Indian GAAP prescribed underSection 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts)Rules 2014. Ind AS is applicable to the Company with effect from 1st April2017 pursuant to SEBI Circular CIR/CFD/FAC/62/2016 dated 5th July 2016.Accordingly the financial statements of the Company for the year ended 31stMarch 2018 have been prepared as per Ind AS. The areas which had an impact on account oftransition to Ind AS have been reported in the note no. 36 to the financial statements.
There was no change in the share capital of the Company during the financial year2017-18.
During the year under review the Board of Directors had declared and paid to theshareholders an interim dividend of R 4.25 per equity share. The Board of Directorsdeemed it prudent not to recommend any final dividend.
TRANSFER TO RESERVES
During the year under review the Company had transferred R 2681.22 Lakhs to GeneralReserve of the Company.
Matured unclaimed and unpaid fixed deposit of public as on 31st March 2018was R 20526 (including interest of R 5526). There is no default in repayment of depositsand payment of interest thereon during the year.
The above said matured unclaimed and unpaid deposit has been transferred to theInvestor Education and Protection Fund (IEPF) on account of it remaining unclaimed andunpaid for a period of seven years from the date they became due for payment. The Companyhas transferred all unclaimed / unpaid matured deposits to IEPF as on 16thApril 2018 on expiry of seven years.Thus as on date there is no deposits lying in thebooks and pending with the Company .
The working capital requirements of the Company are currently funded by the Company'sbankers at a reasonable cost. Various strengthening and tightening measures employed bythe management have resulted in better utilization of the existing credit facilitiesavailable to the Company and efforts are always on to get facilities from the banker's atthe best possible terms.
UPDATE ON THE INSURANCE CLAIM RELATED TO FRAUDLENT TRANSACTION AT A BRANCH IN SOUTHERNREGION AS REPORTED IN PREVIOUS YEAR REPORT
The Company has already reported recovery of substantial amount of R 474 Lakhs fromInsurance Company against an insurance claim filed in the FY 2011-12 for losses arisingout of some fraudulent transactions at a branch in southern region. The Company hasfurther claimed R 225 Lakhs required to be paid to Muthoot Exchange Private Limitedtowards full and final settlement of all disputes vide order dated 5thSeptember 2016 under Special Leave Petition No. 3658/2015 issued by Supreme Court ofIndia. The claim towards aforesaid amount paid to Muthoot Exchange Private Limited isunder process.
A civil claim of R 125 Lakhs had been filed by Weizmann Forex Limited before theHon'ble Court of Principal Sub Civil Judge Kollam Kerala in respect of the aforesaidfraud. The final decree in said matter was passed on 21st November 2016 by theHon. Court whereby a sum of R 4.04 Lakhs with interest was decreed against the Companyand the balance amount of R 121.93 Lakhs was dismissed in favour of the Company. Againstthat an appeal has been filed by Weizmann Forex Limited before Hon'ble High Court ofKerala and the same remains pending.
CASH FLOW STATEMENT
In conformity with the relevant provisions of the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 ('Listing Regulations2015') the cash flow Statement for the year ended 31st March 2018 is attachedas 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 consolidated financialstatements for the financial year ended 31st March 2018 includes theperformance of its two wholly owned subsidiary Companies namely S Global InsuranceAdvisory Limited for the financial year ended 31st March 2018 and GoldmanSecurities Private Limited for the half year ended 30th September 2017.
In accordance with the provisions of the Companies Act 2013 and the provisions ofIndian Accounting Standards ('Ind-AS') the consolidated financial statements of theCompany form part of the Annual Report and shall be laid before the ensuing 31stAnnual General Meeting ('AGM') of the Company along with the Company's financialstatements. Further a statement containing salient features of the financial statementsof the wholly owned subsidiary companies in the prescribed format AOC-I forms part of theAnnual Report.
In accordance with the third proviso of Section 136(1) of the Companies Act 2013 theAnnual Report of the Company containing therein its standalone and the consolidatedfinancial statements and all other documents as required under the relevant provisions ofthe Companies Act 2013 has been placed on the website of the Company and further as perfourth proviso of the said section audited annual financial statements of the subsidiaryCompanies have also been placed on the website of the Company www.wsfx.in .
PERFORMANCE AND FINANCIAL POSITIONS OF WHOLLY OWNED SUBSIDIARY COMPANIES S GlobalInsurance Advisory Limited
During the year under review the Company has earned total revenue of R 0.44 Lakhs inFY 2017-18 as compared to R 2.65 Lakhs in the FY 2016-17 and has booked a Loss of R 0.36Lakhs as compared to the Profit of R 1.28 Lakhs in FY 2016-17.
Goldman Securities Private Limited
The Company has earned total revenue of R 116.94 Lakhs for a period from 1stApril 2017 to 30th September 2017 as compared to R 289.49 Lakhs in the FY2016-17 resulting a profit of R 3.42 Lakhs for a period from 1st April 2017 to30th September 2017 as compared to profit of R 19.09 Lakhs in FY 2016-17.
PARTICULARS OF LOANS INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
The Company has not given any loan guarantee or provided security during the yearunder review. The particulars of investments made have been disclosed in the note no. 7 ofstandalone financial statements which forms part of the Annual Report.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year under review in compliance of provisions of Section 188 ofthe Companies Act 2013 readwith rules framed thereunder and Regulation 23 of the ListingRegulations 2015 approvals of the Board of Directors and Audit Committee were taken fromtime to time wherever required. There being no 'material' related party transactions asdefined under Regulation 23 of the Listing Regulations 2015.
The details of the related party transactions entered during the year under review areincluded in the note no. 31 forming part of the standalone financial statements whichforms part of Annual Report.
The Policy of related party transactions and dealing with related party transactions asapproved by the Audit Committee and the Board of Directors is uploaded on the website ofthe Company and link for the same is https://wsfx.in/assets/pdf/corporate-governance/Policies&Codes/Policy_on_Related_Party_Transactions.pdf
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company was into the business of MTSS till 4th October 2017 theremittances sent from abroad for family maintenance were disbursed to the receiversresiding in India in compliance with the guidelines prescribed by Reserve Bank of Indiafrom time to time.
The details of total foreign exchange earned and used are as under:
| || ||(R in Lakhs) |
|Particulars || |
For the year ended
| ||31.03.2018 ||31.03.2017 |
|Earnings in foreign currency || || |
|Export of foreign currencies ||3233.52 ||21236.12 |
|Inward Remittance received - Money transfer services ||207436.23 ||325031.76 |
|Expenditure in foreign currency || || |
|Travel expenses ||0.00 ||2.47 |
PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION
Since the Company does not own any manufacturing facility the other particularsrelating to conservation of energy and technology absorption stipulated in Section 134(3)of the Companies Act 2013 read with rule 8(3) of the Companies (Accounts) Rules 2014amended from time to time are not applicable to the Company.
INTERNAL FINANCIAL CONTROLS
The Company has adopted relevant policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial information.
The internal financial controls are exercised through documented policies guidelinesand procedures. It is supported by regular internal audits conducted by the external firmsof Chartered Accountants appointed by the Audit Committee and the Board. The Auditobservations and corrective actions if any taken thereon are periodically reviewed bythe Audit Committee to ensure effectiveness of the internal control system. The StatutoryAuditors have reviewed the internal financial controls as part of control assuranceprocess. It was reported to be satisfactory and acceptable and no material weaknesses inthe design or operations were observed. The recommendation of the internal and statutoryauditors for improving or further strengthening internal financial controls with referenceto the financial statements were accepted by the Management and the same are beingimplemented.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of theCompany which has occurred between the end of the financial year of the Company i.e. 31stMarch 2018 and the date of the Director's report i.e. 14th May 2018.
LISTING OF SECURITIES
Equity Shares of the Company are presently listed on BSE Limited. The annual listingfee for the year 2018-19 has been duly paid to BSE Limited.
UPDATE ON REGULATORY APPROVALS
During the year under review Authorized Dealer Category-II Licence has been renewedfor a period of one year valid till 31st December 2018 and RBI has givenpermission for a period of one year to import currency notes valid till 31stMarch 2019.
BOARD OF DIRECTORS
In accordance with the provisions of Section 152(6) of the Companies Act 2013 andArticles of Association of the Company Mr. Dilip Modi being longest in the office shallretire at the ensuing AGM and is eligible for the re-appointment. The Board recommends hisre-appointment at ensuing AGM for the approval of members.
All Independent Directors have provided declarations as required under Section 149(7)of the Companies Act 2013 that they meet the criteria of Independence as laid down underSection 149(6) of the Companies Act 2013 and rules made thereunder and regulation16(1)(b) of the Listing Regulations 2015.
Ms. Preeti Malhotra resigned w.e.f. 21st February 2018 the vacancy createddue to her resignation will be filled shortly in compliance of the relevant provisions ofthe Companies Act 2013 and the Listing Regulations 2015.
The Board approved the appointment of Mr. Arun Ajmera Chief Executive Officer (KeyManagerial Personnel) as Whole-Time Director and Co-Chief Executive Officer-MTSS and Mr. NSrikrishna as Co-Chief Executive - Forex w.e.f. 17th July 2017.
Mr. N. Srikrishna was appointed as the Whole-Time Director and Chief Executive Officer(Key Managerial Personnel) w.e.f. 22nd December 2017 due to resignation of Mr.Arun Ajmera from the position of Whole-Time Director and Chief Executive Officer (KeyManagerial Personnel) w.e.f. 30th November 2017.
KEY MANAGERIAL PERSONNEL
The following were the Key Managerial Personnels of the Company during the FY 2017-18:
(1) Mr. Arun Ajmera Whole Time Director and Chief Executive Officer (upto 30thNovember 2017)
(2) Mr. Dipesh Dharod Chief Financial Officer
(3) Ms. Chaitali Desai Company Secretary
(4) Mr. N Srikrishna Whole Time Director and Chief Executive Officer (w.e.f. 22ndDecember 2017)
FORMAL ANNUAL EVALUATION OF THE BOARD
The Board has carried out the annual evaluation of its own performance and each of thedirectors individually including the independent directors and the committees of theBoard. The manner in which the evaluation has been carried out is detailed in theCorporate Governance Report which forms part of the Annual Report.
AUDITORS AND AUDITORS REPORT
M/s. DTS & Associates Chartered Accountants Mumbai were appointed at the 30thAnnual General Meeting (AGM) held on 20th September 2017 for a period of fiveyears as the statutory auditors of the Company to hold office until the conclusion of theAnnual General Meeting to be held in the calendar year 2022. The Company had receivedletter from the said firm that their appointment is within the prescribed limits andconfirmed that they are not disqualified pursuant to provisions of the Companies Act 2013and other applicable statutory provisions.
The Auditors' Report for the financial year ended 31st March 2018 on thefinancial statements of the Company is a part of this Annual Report. The notes onfinancial statement referred to in the Auditors' Report are self-explanatory and do notcall for any further comments. The Auditors' Report does not contain any qualificationreservation or adverse remark.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s D. M. Zaveri & Co. (C.P No. 4363) a firm of Company Secretaries inPractice to undertake the secretarial audit of the Company. The secretarial audit reportfor the financial year ended 31st March 2018 does not contain anyqualification reservation or adverse remark and the same is enclosed as Annexure I tothis Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has framed a CSR policy in compliance of the relevant provisions of theCompanies Act 2013 and the same is uploaded on the website of the Company and link forthe same is https://wsfx.in/assets/pdf/corporate-governance/Policies&Codes/CSR_Policy.pdf. The details of the CSR Committee and the amounts spentduring the year is included in the CSR Annual Report enclosed as Annexure - II forms partof this report.
NOMINATION AND REMUNERATION POLICY
The Company has devised a policy on Nomination Remuneration and Board Diversityincluding criteria for determining qualifications positive attributes independence of adirector and other matters specified under the provisions of Section 178 of the CompaniesAct 2013. The Policy also includes the criteria for nomination appointment and removalof Directors Key Managerial Personnels (KMPs) and Senior Management and to fix theirremuneration. No change in the policy since the last financial year.
During the year all the recommendations of the Audit Committee were accepted by theBoard. The composition of the Audit Committee is given in the Corporate Governance Reportwhich forms part of the Annual Report.
RISK MANAGEMENT POLICY
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany. The Company has adopted Risk Management Policy in accordance with the ListingRegulations 2015.
MEETING OF THE BOARD
The Board met seven times during the year under review. The details of which are givenin Corporate Governance report which forms part of the Annual Report. The intervening gapbetween the meetings was within the period as prescribed under the Companies Act 2013 andthe 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 composition and meetings heldduring the year are provided in the Corporate Governance report forms part of the annualreport.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with rule 5(1) 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 (including amendments thereof) formspart of this report and annexed as Annexure III.
The details of sitting fees paid to Non-Executive Independent Directors during the FY2017-18 are provided in the corporate governance report forms part of the annual report.
During the year under review none of the employees of the Company were in receipt ofremuneration in excess of limits as prescribed under rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2016. Hence no reporting inthis regard would be required under rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2016.
EXTRACT OF ANNUAL REPORT
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act 2013 read withrelevant rules framed thereunder the extract of Annual Return as on 31stMarch 2018 forms part of this Report as Annexure IV.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act 2013 it ishereby confirmed that:
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(b) the Directors selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at the end of the financial year and of theprofit and loss of the Company for that period;
(c) the Directors 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) the Directors have prepared the annual accounts on a 'going concern' basis;
(e) the Directors laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and are operating effectively; and
(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
EMPLOYEE STOCK OPTION PLAN
The Board approved the Wall Street Finance Employees Stock Option Scheme 2013 asrecommended by the Nomination and Remuneration Committee on 13th August 2013.Since there were several amendments and there has been no grant till
date subject to the necessary statutory approvals as required in compliance of theprovisions of the Companies Act 2013 Listing Regulations 2015 and SEBI (Share basedemployee benefits) regulations 2014 the Board appoved a fresh ESOP scheme titled 'WallStreet Finance Limited - Employees Stock Option Plan 2018 (WSFL-ESOP 2018)' as recommendedby the Nomination and Remuneration Committee for an issue of options upto 1735000 toeligible employees including Directors (other than Promoters of the Company IndependentDirectors and Directors holding directly or indirectly more than 10% of the outstandingEquity Shares of the Company) and to eligible employees of the holding and subsidiarycompany(ies). The approval of members were obtained through postal ballot on 7thApril 2018 being last date of voting through ballot paper and e-voting in thisconnection. The results was declared on 9th April 2018 for an issue upto1735000 Options in compliance of the provisions of the Companies Act 2013 SEBI ListingRegulations 2015 and SEBI (Share based employee benefits) regulations 2014.
Options are proposed to be granted with a view to enhancing the employees engagement toreward the employees for their association and performance as well as to motivate them tocontribute to the growth and profitability of the Company and to create a sense ofownership and participation amongst them.
A separate section on Corporate Governance standards followed by the Company asstipulated under Regulation 27 of the Listing Regulations 2015 alongwith Auditorscertificate thereon forms part of the Annual Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place Sexual Harassment Policy in line with the requirements of theSexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act2013. This policy provides for protection against sexual harassment of women at work placeand for prevention and redressal of such complaints.
There was no complaint received from any employee during the financial year 2017-18.
There were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and the Company's operation in future.
Your Directors would like to place on record their sincere appreciation and gratitudefor the guidance provided by the Reserve Bank of India and other statutory authorities andsupport received from bankers shareholders business associates and the esteemedcustomers during the year under review.
The Directors also wish to thank all the employees for their sincere efforts at alllevels.
| ||For and on behalf of the Board |
|N. Srikrishna ||Brij Gopal Daga |
|Whole-Time Director and CEO Director |
|DIN - 07175251 ||DIN - 00004858 |
Date : 14th May 2018
Place : Mumbai