The Members of Wall Street Finance Limited
Your Directors are pleased to present the 34th Annual Report of your Companyalong with the Audited Financial Statements for the year ended 31st March2021.
Wall Street Finance Ltd. continues to make headway in the business of foreign exchangeservices through its strategic network of 17 branches and digital forex solutions underits AD-II License sanctioned and authorized by the Reserved Bank of India. The Companydeals in foreign currency forex prepaid cards and outward remittance facilities with afocus on digital forex solutions created for today's traveler. Wall Street Finance Ltd.has a unique offering for each segment of customers along with a strategic focus on thestudent corporate and the international leisure traveler.
Over the last three years Wall Street Finance Ltd. has embarked on a digital journey tosimplify and digitalize forex solutions carving a niche for itself as a Forex fin-tech.The Company has created a digital forex ecosystem for each of its customer segments withdigital forex solutions such as the WSFx Smart Agent and WSFx Smart Corporate Platform.
The Company has also launched an 'industry first' Co-branded Multi currency card withForeign Currency and INR Wallet in partnership with Yes Bank. The prime feature of thecard is its Smart App for Card management and its INR Wallet facility letting you transferyour pending (unspent?) foreign currency to it along with the ability to encash it orswipe in India. The card can be loaded in 14 international currencies and has been wellaccepted by the customers.
During the Financial Year 2021 the Company launched "WSFx Smart Forex App" asmart mobile app focused on students and millennials. This app provided a seamless digitalexperience for the user to buy forex for his travel or conduct his outward remittances foruniversity fee send money overseas for various purposes under LRS. The App also hasintegrated card management for WSFx Smart Currency card where in you can buy link andreload set limits etc. within a few clicks contactless and from the comfort of theirhomes.
The Company has been working towards its goal of transformation into a Forex fintechand providing simple transparent and cost-effective solutions in the Forex space for allsegments of customer with high safety and security and has got its ISO 27001 certificationfor ISMS. This digital vision will help Wall Street Forex achieve a 360 degree hold of themarket and help sustain the business of forex in a pandemic struck economy.
UPDATE ON COVID - 19 AND ITS IMPACT ON THE BUSINESS OF THE COMPANY
The Company has been taking all recommended precautions to combat the spread ofCOVID-19 which include work from home for employees wherever possible thermal screeningof employees as well as for visitors and maintenance of social distancing at all workplaces and other precautionary measures as per the directions issued by the Government ofIndia and local authorities. The Company has also conducted a vaccination drive for thebenefit of its employees and their family members.
Our business has been directly impacted due the COVID 19 Pandemic as Internationaltravel has come to a standstill affecting all segments of our business. The Company hasput in various cost reduction strategies to fight the impact of COVID 19 on business byway of reduction in man power cost savings in rentals savings in professional fees. Alarge fraction of employees has shifted to working from home and have being processingtransactions remotely. From a performance perspective there have been ups and downs inevery quarter. Q2 showed some sign of revival but Q3 and Q4 were impacted deeply due tothe second wave of COVID-19 and resultant fear and lockdowns overseas and is stillpersistent till today. The situation remains fluid. However the Company continues to havea modest level of business turnover from outward remittances and forex card reloadsrelated to university / college fees of students doing their study overseas and for livingexpenses of individuals staying overseas. We look forward to the situation coming back tonormalcy by Q2 / Q3 of financial year 2021-22 as vaccination drives around the world startto have an impact.
The financial results of the Company for the year under review are summarized below:
(Rs in lakhs)
|Particulars ||Standalone ||Consolidated |
| ||31.03.2021 ||31.03.2020 ||31.03.2021 ||31.03.2020 |
|Revenue from Operations ||2111.36 ||3632.22 ||2111.36 ||3632.22 |
|Other Income ||175.00 ||199.07 ||175.00 ||199.07 |
|Profit before finance cost depreciation prior period adjustments and tax ||(418.27) ||152.95 ||(418.79) ||152.89 |
|Less: Finance Cost ||48.38 ||144.88 ||48.38 ||144.88 |
|Profit / (Loss) before depreciation / tax ||(466.65) ||8.06 ||(467.16) ||8.00 |
|Less: Depreciation ||119.50 ||81.93 ||119.50 ||81.93 |
|Net profit/(loss) before exceptional and extraordinary items and tax ||(586.15) ||(73.87) ||(586.67) ||(73.93) |
|Add: Exceptional item ||(110.00) ||- ||(110.00) ||- |
|Net profit / (loss) before tax ||(696.15) ||(73.87) ||(696.67) ||(73.93) |
|Less: Tax including Deferred Tax ||(182.96) ||21.48 ||(182.93) ||21.48 |
|Profit / (loss) after tax ||(513.19) ||(52.39) ||(513.74) ||(52.45) |
|Add: Other Comprehensive Income ||1.57 ||(6.06) ||1.57 ||(6.06) |
|Surplus/(Losses) carried to balance sheet ||(511.62) ||(58.45) ||(512.17) ||(58.51) |
During the FY 2020-21 the income from operations amounted to Rs 2111.36 Lakhs asagainst Rs 3632.22 Lakhs for the FY 201920. The net loss after tax has come to ' (513.19)Lakhs during the FY 2020-21 against (Rs 52.39) Lakhs for the FY 2019-20.
At consolidated level during the FY 2020-21 the income from operations amounted to Rs2111.36 Lakhs as against Rs 3632.22 Lakhs for the FY 2019-20. The net loss after tax hascome to ' (513.74) Lakhs during the FY 2020-21 as against (Rs 52.45) Lakhs for the FY2019-20.
The Company is engaged only in the business of foreign exchange and therefore there isno separate reportable segment under Indian Accounting Standards 108-Operating Segment.The nature of the Company's activities is such that geographical segments cannot beseparately identified.
There was no change in the share capital of the Company during the financial year2020-21.
DIVIDEND & RESERVES
Since there have been no operating profits the Board of Directors of your Companyexpresses its inability to recommend any dividend for the year.
Also the Company has not transferred any amount to the reserves in the absence of anyprofits during the financial year 2020-21.
There were no outstanding matured unclaimed and unpaid fixed deposits of public as on31st March 2021. The Company has not accepted public deposits during the year.Thus as on date there are no deposits lying in the books and pending with the Company.
UPDATE ON THE FRAUDULENT TRANSACTION AT A BRANCH IN SOUTHERN REGION IN YEAR 2011-12
Weizmann Forex Limited had filed a civil claim of Rs 125 Lakhs before the Hon'ble Courtof Principal Sub Civil Judge Kollam Kerala in respect of some fraudulent transactions ata branch in southern region in the FY 2011- 12. The final decree in respect of aforesaidfraud was passed by the Hon'ble Court of Principal Sub Civil Judge Kollam Kerala on 21stNovember 2016 whereby a sum of Rs 4.04 Lakhs with interest was decreed against theCompany and the balance amount of Rs 121.93 Lakhs was dismissed in favour of the Company.Weizmann Forex Limited has filed an appeal before Hon'ble High Court of Kerala and thesame remains pending.
Update on Insurance Matters
The balance amount of Rs 20.54 Lakhs is still pending with the Insurance Company since2014-15 out of total claim of Rs 521.61 filed in the FY 2011-12 and another claim of Rs225 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 Company hasbeen pursuing the matter with the insurance company and also taken up the matter withIRDA.
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 2021 is attachedas part of the Annual Financial Statements of the Company.
CONSOLIDATED FINANCIAL STATEMENT
In compliance with the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 hereinafter referred to as the 'Listing Regulations 2015' and Section129 of the Companies Act2013 the Consolidated Financial Statements for the financialyear ended 31 st March 2021 which have been prepared by the Company inaccordance with the applicable provisions of the Companies Act 2013 and the applicableIndian Accounting Standards Ind AS forms part of this Annual Report.
SUBSIDIARIES AND ASSOCIATE
During the year the Company has one wholly owned subsidiary Company viz. S GlobalInsurance Advisory Limited (SGIAL). A statement containing the salient features of theperformance and financial position of SGIAL as required under Rule 5 of the CompaniesAccounts Rules 2014 is provided in Form AOC-1 marked as Annexure I and forms part of thisreport. The details of the Policy on determining Material Subsidiary of the Company isavailable on Company's website www.wsfx.in under the Investor Section.
Vide the Directors' Report 2020 it has been duly informed by the Board of Directors ofthe Company that SGIAL shall file an application for voluntary winding up of the Companyunder the provisions of Section 248 of the Companies Act 2013 at an appropriate time dueto discontinuity of business operations since December 2018. Hence SGIAL does not intendsto carry on the business further and closed the books of accounts on 31stDecember 2020 and therefore filed an application vide E-Form-STK-2 on 21stJanuary 2021 with the Registrar of Companies (ROC) Delhi for removing the name of theCompany from the Register of Companies. However the Registrar of Companies Delhi (Roc)approval is not yet received and the current status of the Company is "under processof strike Off" as per the ROC record.
The Annual Report of the Company containing the standalone and consolidated financialstatements has been disseminated on the website of the Company at www.wsfx.in. Theauditors certified statement of Accounts of SGIAL have been placed on the said website andare available for inspections by the members at the Registered office of the Company.Members interested in obtaining copy of the statement of accounts of the subsidiarycompany (SGIAL) for the period ended 31st March 2021 may write to the Companyat the Registered office of the Company.
PERFORMANCE AND FINANCIAL POSITION OF WHOLLY OWNED SUBSIDIARY COMPANY
During the financial year S Global Insurance Advisory Limited has closed its books ofaccounts as on 31st December 2020 and filed an application with the Registrarof Company for voluntary striking off the name of the Company from the Register ofCompanies Delhi (ROC) under the provisions of Section 248 of Companies Act 2013 videE-form STK-2 on 21st January 2021. With the guidance of ROC Delhi the Companyhas also prepared the Balance Sheet as on 31st March 2021.
PARTICULARS OF LOANS INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
The Company has not given any loan guarantee or provided security to any party duringthe year. The particulars of investments made have been disclosed in the note no. 7 tostandalone financial statements which forms part of the annual report.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year in compliance of provisions of Section 188 of the CompaniesAct 2013 read with rules framed thereunder and Regulation 23 of the Listing Regulations2015 (including amendments thereof) an omnibus approval of the Audit Committee was takenwherever required for the related party transactions. The details of the related partytransactions entered in normal course of business and at arm's length basis are includedin the note no. 31 forming part of the standalone financial statements. However there isno 'material' related party transactions as defined under Regulation 23 of the ListingRegulations 2015 including amendments thereof during the year.
The Policy of related party transactions and dealings with related party transactionsas approved by the Audit Committee and the Board of Directors is uploaded on the websiteof the Company athttps://s3.ap-south-1.amazonaws.com/files.wsfx.in/pdf/corporate-governance/Policies&Codes/PolicvOnRelatedPartvTransactionsNew.pdf
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company is into the business of foreign exchange the earnings and outgo in foreigncurrencies are as under:
(Rs in Lakhs)
|Particulars ||For the year ended |
| ||31.03.2021 ||31.03.2020 |
|Earnings in foreign currency || || |
|Export of foreign currencies ||12160.29 ||993.00 |
|Outgo in foreign currency || || |
|Import of foreign currencies ||0.00 ||28194.39 |
|Professional fees ||22.50 ||22.50 |
|Travelling expenses ||2.36 ||1.63 |
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 2014 asamended from time to time are not applicable to the Company. However the best effortswere made by the Company to use latest technology for their various digital platforms andservers for the data storage.
INTERNAL FINANCIAL CONTROLS
The Company has adopted relevant policies and procedures for ensuring 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 external firms ofChartered Accountants appointed by the Audit Committee and the Board. The Auditobservations and corrective actions taken thereon are periodically reviewed by the AuditCommittee to ensure effectiveness and further strengthen the internal control system. TheStatutory Auditors have reviewed the internal financial controls as part of controlassurance process. They are reported to be satisfactory and acceptable and no materialweaknesses in their design or operation were observed. The recommendations from time totime of the internal and statutory auditors for improving or further strengtheninginternal financial controls with reference to the financial statements have been acceptedby the Management and implemented.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company i.e. 31stMarch 2021 and the date of the Director's report i.e. 24th May 2021.
LISTING OF SECURITIES
Equity Shares of the Company are presently listed on BSE Limited. The annual listingfee for the year 2021-22 has been duly paid to BSE Limited.
UPDATE ON REGULATORY APPROVALS
Reserve Bank of India (RBI) has granted Authorized Dealer Category-II license for aperiod of five years valid till 31st December 2023.
BOARD OF DIRECTORS Director retires by rotation:
In accordance with the provisions of Section 152(6) of the Companies Act 2013 andArticles of Association of the Company Mr. Ramesh Venkataraman non-executive directorshall retire at the ensuing AGM and is eligible for re-appointment. The Board recommendshis re-appointment at ensuing AGM for the approval of members.
Appointment and Cessation of Directors during the year:
During the year Mr. Madhukar Sardar (DIN: 03067522) Independent Director on theBoard resigned with effect from 22nd April 2020 due to advancing age. TheBoard recorded its appreciation for the contribution made by Mr. Madhukar Sardar duringhis long tenure of over a decade. Consequent to resignation from the Board of the CompanyMr. Madhukar Sardar ceased to be a Member and Chairman of the Audit and StakeholdersRelationship Committees respectively.
Also Mr. Sudip Bandyopadhyay (DIN: 00007382) Independent Director on the Boardresigned with effect from 24th February 2021 due to his other professionalcommitments. The Board recorded its appreciation for the contribution made by Mr.Bandyopadhyay during his long tenure of more than a decade. Consequent to his resignationfrom the Board of the Company Mr. Bandyopadhyay ceased to be a Member of the AuditStakeholders Relationship and Nomination Remuneration Committees.
Declaration by Independent Directors:
In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation16 of Listing Regulations 2015 including amendments thereof the Company has receiveddeclarations from all the Independent Directors of the Company that they meet with thecriteria of independence as provided in the Companies Act and Listing Regulations 2015.There has been no change in the circumstances affecting their status as an IndependentDirector during the year. Further the Non-Executive Directors of the Company had nopecuniary relationship or transactions with the Company.
The Board is of the opinion that the Independent Directors of the Company possessrequisite qualifications experience and expertise and they hold highest standards ofintegrity.
The Independent Directors have confirmed that they have registered their names in thedata bank maintained with the Indian Institute of Corporate Affairs ('IICA'). In terms ofSection 150 of the Act read with Rule 6(4) of the Companies (Appointment &Qualification of Directors) Rules 2014 the Independent Directors are required toundertake online proficiency self-assessment test conducted by the IICA within theprescribed period from the date of inclusion of their names in the data bank. TheIndependent Director to whom the provisions of proficiency test are applicable willappear for the said online proficiency self-assessment test in due course.
Information regarding the directors seeking appointment/ re-appointment
The Resume/ Profile and other information regarding the directors seekingappointment/reappointment as required by the Regulation 36(3) of the Listing Regulations2015 & SS-2 of ICSI have been given in the Notice convening the 34th AGM ofthe Company.
In terms of Regulation 25 of the Listing Regulation 2015 the Company periodicallyorganizes a program in order to familiarize Independent Directors with the Company'soperations. The details of familiarization programme have been posted on the website ofthe Company www.wsfx.in.
None of the Directors are disqualified from being appointed as Directors as specifiedin section 164 of Companies Act 2013.
KEY MANAGERIAL PERSONNEL
As on 31st March 2021 Key Managerial Personnel's (KMP's) of the Companyunder Section 203 of the Companies Act 2013 are as follows:
(a) Mr. Narasimhan Srikrishna Whole Time Director and Chief Executive Officer
(b) Mr. Dipesh Dharod Chief Financial Officer
(c) *Ms. Chaitali Desai Company Secretary
After the closure of financial year on 24th May 2021 Ms. Chaitali Desaitendered her resignation from the post of Company Secretary & Compliance Officer ofthe Company and the Board has accepted her resignation at the Board meeting held on 24thMay 2021 and ceased to be the part of the Board with effect from 30thJune 2021 after the closure of working hours. The Board recorded its appreciation forthe significant contribution of Ms. Desai during her tenure as Company Secretary andcompliance Officer of the Company. The Board is in the process of appointing a suitablecandidate to fill the vacancy created for the position of the Company Secretary and thenecessary statutory formalities will be completed in due course.
ANNUAL EVALUATION OF THE BOARD
The Board has carried out the annual evaluation of its performance and that of itsCommittees and of Individual Directors including Chairman of the Board for the FY 2020-21.The main criteria of evaluation included the size of the Board talent skills relevantexperience Directors' participations in the board functioning suggestions anddeliberations at the meetings and polices and other related matters.
AUDITORS AND AUDITORS REPORT
M/s. DTS & Associates LLP 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 has received aletter 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 2021 on thefinancial statements of the Company is a part of this Annual Report. The notes tofinancial 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 2021 does not contain anyqualification reservation or adverse remark and the same is enclosed as annexure II tothis Report.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLETO THE CENTRAL GOVERNMENT
The Statutory Auditors Internal Auditors or Secretarial Auditors of the Company havenot reported any frauds to the Audit Committee or to the Board of Directors under Section143(12) of the Companies Act 2013 including rules made thereunder.
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 athttps://s3.ap-south-1.amazonaws.com/files.wsfx.in/pdf/corporate-governance/Policies&Codes/CSR Policv.pdf. Since the average net profit made during the threeimmediately preceding financial years calculated in accordance with the provisions ofSection 198 is negative ' (116.23) Lakhs the provisions relating to CSR would not beapplicable to the Company as far as FY 2020-21 is concerned.
In compliance of the provisions of Section 135(9) of the Companies Act 2013 and otherapplicable provisions of Act the Board of Directors decided to dispense with theCorporate Social Responsibility Committee with effect from 10th February 2021and the functions of the said Committee and it has been decided that the same bedischarged by the Board of Directors of the Company.
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 as specified under the provisions of Section 178 of theCompanies Act 2013. The policy lays down criteria and terms and conditions with regard toidentifying persons who are qualified to become directors (Executive and Non-Executiveincluding Independent Directors) KMPs and persons who may be appointed in seniormanagement positions and retain motivate and promote talent and to ensure long termsustainability of talented managerial persons and create competitive advantage for theCompany. 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/NominationRemuneration%20and%20Board%20Diversitv%20policv.pdf
Key provisions of the policy are summarized hereunder
- The Board approves the remuneration of the Executive Director upon recommendation ofthe Nomination of Remuneration Committee subject to approval of the shareholders. TheCompany pays remuneration to Executive Director in accordance with the applicableprovisions of the Act and the rules framed thereunder.
- Non-Executive Independent Directors are paid sitting fees for attending the Boardmeetings Audit Committee meetings and Nomination and Remuneration Committee meetings inaccordance with the Companies Act 2013. The Nomination and Remuneration Committee mayrecommend to the Board of Directors the payment of commission to the Non- ExecutiveIndependent Directors and Non-Executive Non-Independent Director as per the provisions ofthe Act and the rules framed thereunder subject to approval of the Shareholders ifrequired.
- The Board on the recommendation of the Nomination and Remuneration Committeeapproves the remuneration payable to the Key Managerial Personnel's and Senior Management.
All the recommendations of the Audit Committee were accepted by the Board. Thecomposition of the Audit Committee forms part of the Corporate Governance 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 functions aresystematically 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 your Company has complied with the Secretarial Standards 1 relatedto Board Meetings issued by the Institute of Company Secretaries of India.
The Board met Six times during the year the details of which are given in CorporateGovernance report which forms part of the Annual Report. The intervening gap between themeetings was within the period as prescribed under the Companies Act 2013 and the ListingRegulations 2015 including amendments as notified by the Regulators due to Covid-19pandemics.
COMMITTEES OF THE BOARD
Currently the Company has three Committees as indicated below:
(a) Audit Committee
(b) Nomination and Remuneration Committee
(c) Stakeholders Relationship Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the Corporate Governance report forming part of theAnnual Report.
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) form partof this report and are annexed as annexure III.
The details of sitting fees paid to Non-Executive Independent Directors during the FY2020-21 are provided in the Corporate Governance report forming part of the Annual Report.
During the year none of the employees of the Company were in receipt of remunerationin excess of limits as prescribed under rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2016.
EXTRACT OF ANNUAL REPORT
In accordance with Section 92(3) of the Act read with the Companies (Management andAdministration) Amendment Rules 2021 the requirement of attaching extract of the annualreturn in Form MGT-9 with the Board's Report is done away with. The Annual Return asreferred in Section 134(3)(a) of the Act for the financial year ended 31stMarch 2021 is available on the website of the Company www.wsfx.in.
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 and there were no 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 on 31st March 2021 and the lossfor 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 for the Financial Year ended 31stMarch 2021 on a 'going concern basis;
(e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; 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
(a) In line with the Company's ESOP scheme titled 'Wall Street Finance Limited -Employees Stock Option Plan 2018 (WSFL- ESOP 2018)' the Nomination and RemunerationCommittee had granted 1033590 Options to eligible employees and NonExecutive Director on7th June 2018 at the closing market price of 5th June 2018 i.e.Rs 25.20 per option. Options lapsed during the year were added back to pool created forESOP. The details of vesting period and exercise of options are as under:
I. Vesting Details
|Description ||Vesting Date ||No. of options |
|30% of granted options (1st Tranche) ||06/06/2019 ||310077 |
|30% of granted options (2nd Tranche) ||06/06/2020 ||310077 |
|40% of granted options (3rd Tranche) ||06/06/2021 ||413436 |
II. Exercise Details
|Number of options ||Last date for Exercise ||Exercise Price |
|Exercise of 310077 options vested on 06/06/2019 ||06/06/2022 ||Rs 25.20/- per option |
|Exercise of 310077 options vested on 06/06/2020 ||06/06/2023 ||Rs 25.20/- per option |
|Exercise of 413436 options vested on 06/06/2021 ||06/06/2024 ||Rs 25.20/- per option |
(b) The Nomination and Remuneration Committee had further granted 67500 options toeligible employees on 29th July 2019 at Rs 25.20 per option. The details ofvesting period and exercise of options are asunder:
I. Vesting Details
|Description ||Vesting Date ||No. of options |
|30% of granted options (1st Tranche) ||28/07/2020 ||20250 |
|30% of granted options (2nd Tranche) ||28/07/2021 ||20250 |
|40% of granted options (3rd Tranche) ||28/07/2022 ||27000 |
II. Exercise Details
|Number of options ||Last date for Exercise ||Exercise Price |
|Exercise of 20250 options vested on 28/07/2020 ||28/07/2023 ||Rs 25.20/- per option |
|Exercise of 20250 options vested on 28/07/2021 ||28/07/2024 ||Rs 25.20/- per option |
|Exercise of 27000 options vested on 28/07/2022 ||28/07/2025 ||Rs 25.20/- per option |
None of the employee and Non-Executive Director have exercised options till date. Therelevant details on the options granted and the accounting of their costs are set out inthe notes to the Standalone Financial Statements.
A separate section on Corporate Governance standards followed by the Company asstipulated under Regulation 27 of the Listing Regulations 2015 along with StatutoryAuditors and Secretarial Auditors certificates in compliance of Schedule V of Regulation34(2) forms part of the Annual Report.
COST RECORDS AND COST AUDIT
In accordance with Section 148(1) of the Companies Act 2013 the provision relating tomaintenance of cost records and requirement of cost audit are not applicable to theCompany during the year due to business activities carried out by the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34 of the Listing Regulations a separate section on ManagementDiscussion and Analysis for the year ended 31st March 2021 forms an integralpart of this Annual Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable mandatory Secretarial Standards issued bythe Institute of Company Secretaries of India.
The Company has in place proper systems to ensure compliance with the provisions of theapplicable secretarial standards issued by The Institute of Company Secretaries of Indiaand such systems are adequate and operating effectively.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place Sexual Harassment redressal 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 constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. There was no complaint received from any employeeduring the FY 2020-21.
WHISTLE BLOWER POLICY/VIGIL MECHANISM POLICY
The Company has adopted the Whistle Blower /Vigil Mechanism policy in terms of ListingRegulations 2015 and Section 177(9) of the Companies Act 2013 and the SEBI (Prohibitionof Insider Trading) Regulations 2015 including amendments thereof. The policy provides amechanism for the employees to report the management genuine concerns including unethicalbehaviour actual or suspected fraud or directly to the Chairman of the Audit Committee ifany exceptional issues. It also provides protection to the whistle blower from anyadverse personnel action. Further no employee of the company has been denied access tothe Audit Committee. The policy is uploaded on the website of the Company and the link forthe same ishttps://s3.ap-south-1.amazonaws.com/files.wsfx.in/pdf/corporate-governance/Policies&Codes/WhistleBlowerv3.pdf.
CHANGE IN NATURE OF BUSINESS
There has been no change in the nature of business of your Company during the year.
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 esteemed customersduring the year.
The Directors also wish to thank all the employees for their sincere efforts at alllevels.
| ||For and on behalf of the Board || |
|Date : 24th May 2021 ||Narasimhan Srikrishna ||Ramesh Venkataraman |
|Place: Mumbai ||Whole Time Director & CEO ||Director |
| ||DIN : 07175251 ||DIN : 03545080 |