Wallfort Financial Services Ltd.
|BSE: 532053||Sector: Financials|
|NSE: N.A.||ISIN Code: INE121B01014|
|BSE 00:00 | 24 Sep||62.40||
|NSE 05:30 | 01 Jan||Wallfort Financial Services Ltd|
Wallfort Financial Services Ltd. (WALLFORTFIN) - Director Report
Company director report
The Board of Directors hereby presents the report of the business andoperations of your Company along with the audited financial statements for the financialyear ended March 31 2020.
Summary of operations/results
The financial results of the Company for the year ended March 31 2020as compared to that of previous year are summarized as under:
Rs. In Thousands
Company's Affairs& Financial Performance
Like FY 2019 the Company booked a loss for the FY 2020 too. This isprimarily on account of out break of COVID-19 during Q4 of FY 2020 which led to a hugecrash in the stocks which went on for entirety of March 2020.
Indian economy had already been going through a slowdown phase since FY2019 due to declining asset qualities of banks and NBFCs trade disputes and risingunemployment fears but there was a cautious optimism about FY 2020. The occurrence ofCOVID-19 pandemic is a black swan event which no one could have anticipated. We areoptimistic that the pandemic will be contained through the combined efforts of all theworld economies but the revival of global economy will take some time. We expect theentirety of FY 2021 will pass through in the after effects of the pandemic.
Despite the challenges your company believes in keeping a broad viewand feels optimistic on the long term sustainability of the economic growth and stockindex. In order to mitigate the risk of investment returns the company continues to findnew ways to generate additional income from the low risk yet highly competitive brokeragebusiness.
During FY 2020 the company booked a net loss of Rs.2297.11 lakhsagainst the net loss of Rs.2685.46 lakhs during FY 2019.
Transfer to reserves
The Board of Directors of your Company has decided not to transfer anyamount to the reserve for the year under review.
Dividend & Transfers to IEPE
Your Board does not recommend any dividend for the financial year endedMarch 31 2020.The Company was not required to transfer the amount of any unclaimed/unpaiddividend to Investor Education Protection Fund.
Change in the nature of business
No changes occurred in the nature of business during the financial yearended March 31 2020 and till the date of issue of this report.
The Company has not accepted any deposits and as such no amount ofprincipal or interest is outstanding as of the Balance Sheet date.
Internal Financial Control (IFC)
Your Company's internal control system (including Internal FinancialControls and with reference to Financial statements) ensures efficiency reliability andcompleteness of accounting records and timely preparations of reliable financial andmanagement information compliance with all applicable laws and regulations optimumutilization and the protection of the Company's assets.
The Company has appointed M/s. H. N. Bafna & Co. CharteredAccountants as the Internal Auditors as mandated under Section 138 of the Companies Act2013 for conducting the Internal Audit of the Company.
Significant and material orders
There are no significant and material orders passed by the regulatorscourts or tribunals impacting the functioning of the Company.
Subsidiaries Joint Ventures and Associate Companies
Your Company does not have any subsidiaries or associate companies;also it has not entered into any joint venture agreements with any other entities.
During the F.Y. 2019-2020 there was no change in the Share Capital ofthe Company.
In accordance with the provisions of Section 139 of the Companies Act2013 M/s. S. Rakhecha & Company Chartered Accountants (Firm Registration No. 108490W)was appointed as the Statutory Auditors of the Company to hold office for a period of 5consecutive years from the conclusion of 22 AGM till the conclusion of the 27 AGM to beheld in the year 2022.
The statements made by the auditors in their report areself-explanatory and do not require any comments by the Board of Directors.
As required under Section 204 of the Companies Act 2013 and Rules madethereunder the Board has appointed M/s. Priti J. Sheth & Associates PracticingCompany Secretaries as Secretarial Auditor of the Company for the F Y 2019-20.
The Secretarial Audit Report for the financial year 2019-20 forms partof the Annual Report as "Annexure A" to the Board's Report.
Directors comment on qualification or observation
No adverse remark or qualification is marked in Secretarial AuditReport.
Auditor's certificate on corporate governance
As required under Listing Regulations the auditors' certificate oncorporate governance is enclosed as "Annexure B" to the Board's report.
Directors and Key Managerial Personnel
At the 24 Annual General Meeting held on 30 September 2019 Mr. AjayMantri (DIN: 01600060) and Mr. Krishnagopal Biyani (DIN: 01319264) were appointed asIndependent Directors to hold office for second term of five consecutive years i.e. from30 September 2019 to 29 September 2024.
At the 24 Annual General Meeting held on 30 September 2019 Mr.Ramkishor Ramjivanji Darak (DIN: 00554106) and Mr. Niraj Kumar Totla (DIN: 0355322) wereappointed as Independent Directors to hold office for the term of five consecutive yearsi.e. from 30 September 2019 to 29 September 2024.
In opinion of the Board the Independent Director possesses integrityexpertise and necessary experiance to serve the company.
Further Board shall comment on the proficiency of IndependentDirectors ascertained from the online proficiency self assessment test once the same isunder taken by the Director(s).
Tenure of Mr. Manoj Bharadia (DIN -00035385) as Whole time Director ofthe Company ends on
31 October 2020. The Nomination and Remuneration Committee and theBoard of Directors at their respective meetings held on 10 August 2020 have approved hisre-appointment as Whole time Director for the term of 3 years w.e.f. 1 November 2020 andthe same is placed for ratification by members at ensuing Annual General Meeting.
Tenure of Mr. Pramod Gupte as Non Executive Independent Director endedon 30 September 2019 accordingly he ceased to be the Director of the Company w.e.f 30September 2019.
Mr. Ritesh Chandalia (DIN: 07331596) resigned from the office of theNon Executive Independent Director w.e.f 22 October 2019.
The Board of Directors places on record its appreciation for theassociation and contribution made by them during their tenure.
Retirement by rotation
As per provisions of the Companies Act 2013 Mr. Deepak Lahoti (DIN-01765511) retires by rotation at the ensuing Annual General Meeting of the Company andbeing eligible seeks re-appointment. The Board of Directors recommend his reappointment atthe ensuing Annual General Meeting.
Certificate from Company Secretary in practice
Priti J Sheth of M/s Priti J Sheth & Associates practicing CompanySecretaries has issued a certificate as required under the Listing Regulations confirmingthat none of the Directors on the Board of the Company has been debarred or disqualifiedfrom being appointed or continuing as director of Companies by SEBI/ Ministry of CorporateAffairs or any such statutory authority. The certificate is enclosed as Annexure"C"
Declaration by independent Directors
The Company has received necessary declarations from the independentdirectors under Section 149(7) of the Companies Act 2013 stating that they meet thecriteria of independence as laid down in Section 149(6) of the Companies Act 2013 andRegulation 25 of the Listing Regulations.
Familiarization programme for independent directors
All new independent directors appointed on the Board attend afamiliarization programme.
After appointment a formal letter is issued to the independentdirectors outlining his/her roles functions duties and responsibilities.
The performance of the board was evaluated by the board after seekinginputs from all the directors on the basis of the criteria such as the board compositionand structure effectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board afterseeking inputs from the committee members on the basis of the criteria such as thecomposition of committees effectiveness of committee meetings etc.
The board and the nomination and remuneration committee reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the board and committee meetings.
In a separate meeting of independent directors performance ofnon-independent directors and performance of the board as a whole was evaluated takinginto account the views of executive directors and non-executive directors. Performanceevaluation of independent directors was done by the entire board excluding theindependent director being evaluated.
Extract of Annual Return
In accordance with the provisions of Section 134(3)(a) of the CompaniesAct 2013 an extract of Annual Return in Form MGT-9 is appended as "AnnexureD" to the Board's Report.
Corporate Social Responsibility (CSR)
The Board has approved the CSR budget of Rs. 397000/-for FinancialYear 2019-20.
The brief outline of the Corporate Social Responsibility (CSR) policyof the Company and the initiatives undertaken by the Company on CSR activities inaccordance with the provisions of Section 135 of the Companies Act 2013 during the yearare set out in "Annexure E" of this report in the format prescribed inthe Companies (Corporate Social Responsibility Policy) Rules 2014.
For other details regarding the CSR Committee please refer to thecorporate governance report which forms part of this report. The policy is available onthe website of the Company at www.wallfort.com
Number of meetings of the Board
The Board duly met six times during the financial year. Details of themeetings of the board are given in corporate governance report which forms part of thisreport
The maximum interval between any two meetings did not exceed 120 daysas prescribed in the Companies Act 2013.
The Company has complied with the applicable Secretarial Standardsissued by the Institute of Company Secretaries of India.
Committees of the Board
Currently the Board has four committees: the Audit Committee theNomination and Remuneration Committee the Corporate Social Responsibility Committee andthe Stakeholders' Relationship Committee.
The details of the committees of Board are detailed in the Corporategovernance report which forms a part of the Annual Report.
Details of transactions entered by the Company with non-executivedirectors
Following transactions were entered into by the Company withnon-executive directors during the year under review.
1. Sitting fees paid to all the Directors for attending Board meetings.2. Brokerage services rendered to Mrs. Sangeeta Bharadia.
Particulars of loans guarantees or investments under section 186 ofthe Companies Act 2013
The Company has not given any loan guarantee or provided any securityin connection with a loan to any other body corporate or person exceeding the specifiedlimits mentioned under section 186(2) of the Companies Act 2013.
Further details of investments made by the Company during the yearunder review form a part of the financial statements.
Related Party Transactions
The details of Related Party Transactions entered into by the Companyare annexed hereto in form AOC-2.
Further the disclosure of Related Party Transactions in compliancewith Accounting Standards form a part of notes to accounts.
The Company does not have any holding and subsidiary Company andtherefore the related party disclosures as required to be given under Part A of Schedule Vof Listing Regulations are not applicable.
Transactions of listed entity with person/entity belonging to thepromoter /promoter group which holds 10% or more shareholding in the listed entity.
Particulars of remuneration to Directors Key Managerial Persons andemployees
The ratio of the remuneration of each director to the median employee'sremuneration as per Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part ofthe Board's Report as "Annexure F".
The Company wishes to place on record its appreciation to thecontribution made by the employees to the operation of the Company during the period.
During the year review there were no employees who were in receipt ofthe remuneration beyond the limits Prescribed under 5(2) of the Companies (Appointment& Remuneration) Rules 2014 and hence no disclosuers are made.
Disclosure as per rule 5(2) of the companies (Appointment &Remuneration) Rules 2014 (as amended) with respect to particulars of top ten employees interms of remuneration drawn will be available at the Registered office of the Company forinspection.
Conservation of energy research and development technologyabsorption foreign exchange earnings and outgo.
The particulars as prescribed under sub-section (3)(m) of Section 134of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 are enclosedas "Annexure G" to the Board's report.
Material changes and commitments
No material changes/ commitments occurred between the end of thefinancial year to which financial statements relate and the date of this report.
Policy on director's appointment and remuneration
The current policy of the Company is to have an optimum combination ofboth executive and independent directors to maintain the independence of the Board andseparate its functions of governance and management.
The policy of the Company on director's appointment and remunerationincluding criteria for determining qualifications independence of director and othermatters as required under Section 178(3) of the Companies Act 2013 is available on ourwebsite (www.wallfort.com). There has been no change in the policy since the lastfinancial year. We avow that the remuneration paid to the directors is as per the termslaid out in the nomination and remuneration policy of the Company.
All our policies are available on our website (www.wallfort.com). Thepolicies are reviewed periodically by the Board and updated based on need.
Our Corporate governance philosophy: Your Company's philosophy onCorporate Governance has been to ensure fairness to the shareholders with fulltransparency and to enhance and retain investor trust. We always seek to ensure that ourperformance is driven by integrity.
Our Corporate governance report for the financial year ended on March31 2020 forms a part of this Annual Report.
Management discussion and analysis
The report on management discussion and analysis as per the ListingRegulations forms integral part of this Annual Report.
Director's responsibility statement
In accordance with the provisions of Section 134(5) of the CompaniesAct 2013 the directors of the Company confirm that:
a) In the preparation of the Annual Accounts for the year ended 31March 2020 the applicable Accounting Standards have been followed and there are nomaterial departures;
b) The directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at 31 March 2020and of the profit and loss of the Company for the year ended as on that date;
c) The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities.
d) The directors have prepared the annual accounts on a 'going concern'basis.
e) The directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively;
f) The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
Reporting of Frauds
There was no instance of fraud during the year under review whichrequired the Statutory Auditors to report to the Audit Committee and / or Board underSection 143(12) of Act and Rules framed there under.
Maintenance of Cost Records
Pursuant to the provisions of Section 148 of the Companies Act 2013and the rules made there under the Company is not required to maintain cost records.
Internal Complaints Committee
The Company is in process of constitution of Internal ComplaintsCommittee.
Disclosure under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013
Your Company has always believed in providing a safe and harassmentfree workplace for every individual working in the Company's premises through variousinterventions and practices. The Company always endeavours to create and provide anenvironment that is free from discrimination and harassment including sexual harassment.
The policy on Prevention of Sexual Harassment at Workplace aims atprevention of harassment of employees and lays down the guidelines for identificationreporting and prevention of undesired behaviour.
During the year ended 31 March 2020 no complaints recorded pertainingto sexual harassment.
The Board of Directors acknowledge the continued support andco-operation extended by the statutory authorities Government authorities bankers stockexchange stakeholders and employees of the Company.