The Board of Directors hereby presents the report of the business and operations ofyour Company along with the audited financial statements for the financial year endedMarch 312019.
Summary of operations/results .
The financial results of the Company for the year ended March 312019 as compared tothat of previous year are summarized as under:
|Particulars ||Financial Year 2018-19 ||Financial Year 2017-18 |
|Revenue from operations ||(178013214) ||243287579 |
|Profit/(Loss) before tax ||(298670032) ||136704721 |
|Profit/(Loss) after tax ||(231737729) ||100924062 |
Compared to FY 2018 the net profit of the company during FY 2019 was adverselyaffected due to simultaneous occurrence of several hurdles such as rising crude oilprices geopolitical tensions declining asset qualities of banks and NBFCs and tradedisputes. The occurrence of all such negative factors at the same time led to a bleakinvestment sentiment especially in small cap and mid cap stocks. Though yet your companybelieves in long term sustainability in Indian economic growth and feels optimistic on theindex. 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 2019 the company booked a net loss of Rs.2317 lakhs against the net profitof Rs.1009 lakhs during FY 2018.
Transfer to reserves
The Board of Directors of your Company has decided not to transfer any amount to thereserve for the year under review.
Dividend & Transfers to IEPF
Your Board does not recommend any dividend for the financial year ended March 312019.The Company was not required to transfer the amount of any unclaimed/unpaid dividendto Investor Education Protection Fund.
Change in the nature of business
No changes occurred in the nature of business during the financial year ended March312019 and till the date of issue of this report.
The Companyhas not accepted any deposits and as such no amount of principal orinterest is outstanding as of the Balance Sheet date.
Internal Financial Control (IFC)
Your Company's internal control system (including Internal Financial Controls and withreference to Financial statements) ensures efficiency reliability and completeness ofaccounting records and timely preparations of reliable financial and managementinformation compliance with all applicable laws and regulations optimum utilization andthe protection of the Company's assets.
The Company has appointed M/s. FI. N. Bafna & Co. Chartered Accountants as theInternal Auditors as mandated under Section 138 of the Companies Act 2013 for conductingthe Internal Audit of the Company.
Significant and material orders
There are no significant and material orders passed by the regulators courts ortribunals 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 notentered into any joint venture agreements with any other entities.
During the F.Y. 2018-2019 there was no change in the Share Capital of the Company.
In accordance with the provisions of Section 139 of the Companies Act 2013 M/s. S.Rakhecha & Company Chartered Accountants (Firm Registration No. 108490W) wasappointed as the Statutory Auditors of the Company to hold office for a period of 5consecutive years from the conclusion of 22nd AGM till the conclusion of the 27lh AGM tobe held in the year 2022.
The statements made by the auditors in their report are self-explanatory and do notrequire any comments by the Board of Directors.
As required under Section 204 of the Companies Act 2013 and Rules made thereunder theBoard has appointed M/s. Priti J. Sheth & Associates Practicing Company Secretariesas Secretarial Auditor of the Companyforthe FY2018-19.
The Secretarial Audit Report for the financial year 2018-19 forms part of the AnnualReport as "Annexure A"tothe Board's Report.
Directors comment on qualification or observation
No adverse remark or qualification is marked in Secretarial Audit Report.
Auditor's certificate on corporate governance
As required under Listing Regulations the auditors' certificate on corporategovernance is enclosed as "Annexure B" to the Board's report.
Directors and Key Managerial Personnel Appointments
During the year under review Ms. Nehal Savala was appointed as Company Secretary of theCompany and designated as Compliance officer w.e.f. 1s' May 2018.
Tenure of Mr. Ashok Bharadia (DIN 00407830) as Managing Director of the Company expiredon 27'h April 2019. At the 23rd Annual General Meeting of the Company held on 29'hSeptember 2018 he was reappointed as Managing Directorforfurtherterm of 3 years w.e.f28h April 2019.
Mr. Ajay Mantri and Mr. Krishnagopal Biyani were appointed as Independent Non ExecutiveDirectors of the Company by the members atthe 19'h Annual General Meeting of the Companyheld on 30lh September 2014 for a period of five consecutive years commencing from thedate of 19th AGM. Accordingly their term comes to an end atthe ensuing Annual GeneralMeeting.
As per Section 149(10) of the Act Board of Director recommends re-appointment of Mr.Ajay Mantri (DIN: 01600060) and Mr. Krishnagopal Biyani (DIN: 01319264) for another termof five consecutive years on the Board of a Company.
Based on recommendation of Nomination and Remuneration Committee and in terms of theprovisions of Sections 149 150 152 read with Schedule IV and any other applicableprovisions of the Act and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and subject to approval of Bombay Stock Exchange & National StockExchange the Board recommends appointment of Mr. Ramkishor Ramjivanji Darak(DIN:00554106) and Mr. Niraj Kumar Totla (DIN: 0355322) as Independent Directors for the termof five consecutive years from 30lh September 2019 upto 29lh September 2024.
Tenure of Mr. Pramod Gupte who was appointed as Non Executive Independent Directorw.e.f. 30lh September 2014 expires at the ensuing Annual General Meeting accordingly heshall cease to be the Director of the Company.
The Board of Directors places on record its appreciation for the association andcontribution made by him during his tenure.
Retirement by rotation
As per provisions of the Companies Act 2013 Mr. Manoj Bharadia (DIN -00035385) retiresby rotation at the ensuing Annual General Meeting of the Company and being eligible seeksre-appointment. The Board of Directors recommend his reappointment at the ensuing AnnualGeneral Meeting.
Certificate from Company Secretary in practice -
Priti J Sheth of M/s Priti J Sheth & Associates practicing Company Secretaries hasissued a certificate as required under the Listing Regulations confirming that none ofthe Directors on the Board of the Company has been debarred or disqualified from beingappointed or continuing as director of Companies by SEBI/ Ministry of Corporate Affairs orany such statutory authority. The certificate is enclosed as Annexure C'
Declaration by independent directors
The Company has received necessary declarations from the independent directors underSection 149(7) of the Companies Act 2013 stating that they meet the criteria ofindependence as laid down in Section 149(6) of the Companies Act 2013 and Regulation 25of the Listing Regulations.
Familiarization programme for independent directors
All new independent directors appointed on the Board attend a familiarizationprogramme.
After appointment a formal letter is issued to the independent directors outlininghis/her roles functions duties and responsibilities.
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings.
In a separate meeting of independent directors performance of non-independentdirectors and performance of the board as a whole was evaluated taking into account theviews of executive directors and non-executive directors. Performance evaluation ofindependent directors was done by the entire board excluding the independent directorbeing evaluated.
Extract of Annual Return
In accordance with the provisions of Section 134(3)(a) of the Companies Act 2013 anextract of Annual Return in Form MGT-9 is appended as "Annexure D" to theBoard's Report.
Corporate Social Responsibility (CSR)
The brief outline of the Corporate Social Responsibility (CSR) policy of the Companyand the initiatives undertaken by the Company on CSR activities in accordance with theprovisions of Section 135 of the Companies Act 2013 during the year are set out in"Annexure E" of this report in the format prescribed in the Companies (CorporateSocial Responsibility Policy) Rules 2014. However the Company has not spent the entireamount as required as it was in search of avenues for incurring the same.
For other details regarding the CSR Committee please refer to the corporate governancereport which forms part of this report. The policy is available on the website of theCompany at www.wallfort.com
Number of meetings of the Board
The Board duly met eight times during the financial year. Details of the meetings ofthe board are given in corporate governance report which forms part of this report..
The maximum interval between any two meetings did not exceed 120 days as prescribed inthe Companies Act 2013.
The Company has complied with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.
Committees of the Board
Currently the Board has four committees: the Audit Committee the Nomination andRemuneration Committee the Corporate Social Responsibility Committee and theStakeholders' Relationship Committee.
The details of the committees of Board is as detailed in the Corporate governancereport which forms a part of the Annual Report.
Details of transactions entered by the Company with non-executive directors
Following transactions were entered into by the Company with non-executive directorsduring 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 of the Companies Act2013
The Company has not given any loan guarantee or provided any security in connectionwith a loan to any other body corporate or person exceeding the specified limits mentionedunder section 186(2) of the Companies Act 2013.
Further details of investments made by the Company during the year under review form apart of the financial statements.
Related Party Transactions
The details of Related Party Transactions entered into by the Company are annexedhereto informAOC-2.
Further the disclosure of Related Party Transactions in compliance with AccountingStandards form a part of notes to accounts.
The Company does not have any holding and subsidiary Company and therefore the relatedparty disclosures as required to be given under Part A of Schedule V of ListingRegulations are not applicable.
Transactions of listed entity with person/entity belonging to the promoter/promotergroup which holds 10% or more shareholding in the listed entity.
|Particulars || |
Mr. Manoj Bharadia (Wholetime Director)
Mr. Ashok Bharadia (Managing Director)
| ||2019 ||2018 ||2019 ||2018 |
|Salary Paid ||650000 ||800000 ||650000 ||800000 |
|Brokerage Received ||16183 ||60638 ||12594 ||57525 |
|Rent Paid ||- ||- ||1142910 ||1015920 |
Particulars of remuneration to Directors Key Managerial Persons and employees
The ratio of the remuneration of each director to the median employee's remuneration asper Section 197(12) of the Companies Act. 2013. read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules. 2014 forms part of the BoardReport as "Annexure F".
Conservation of energy research and development technology absorption foreignexchange earnings and outgo.
The particulars as prescribed under sub-section (3)(m) of Section 134 of the CompaniesAct. 2013 read with (he Companies (Accounts) Rules 2014 are enclosed as "AnnexureG" to the Board's report.
Material changes and commitments
No material changes/ commitments occurred between the end of the financial year towhich 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 of both executiveand independent directors to maintain the independence of the Board and separate itsfunctions of governance and management.
The policy of the Company on director's appointment and remuneration includingcriteria for determining qualifications independence of director and other matters asrequired under Section 178(3) of the Companies Act 2013 is available on our website(www.wallfort.com ). There has been no change in the policy since the last financial year.We avow that the remuneration paid to the directors is as per the terms laid out in thenomination and remuneration policy of the Company.
All our policies are available on our website (www.wallfort.com ). The policies arereviewed periodically by the Board and updated based on need.
Our Corporate governance philosophy: Your Company's philosophy on Corporate Governancehas been to ensure fairness to the shareholders with full transparency and to enhance andretain investor trust. We always seek to ensure that our performance is driven byintegrity.
Our Corporate governance report for the financial year ended on March 31 2019 forms apart of this Annual Report.
Management discussion and analysis
The report on management discussion and analysis as per the Listing Regulations formsintegral part of this Annual Report.
Director's responsibility statement
In accordance with the provisions of Section 134(5) of the Companies Act 2013 thedirectors of the Company confirm that:
a) In the preparation of the Annual Accounts for the year ended 31s1 March 2019 theapplicable Accounting Standards have been followed and there are no material departures;
b) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31s' March 2019 and of the profitand loss of the Company for the yearended as on thatdate;
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records n accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities.
d) The directors have prepared the annual accounts on a 'going concern' basis.
e) The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;
f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Reporting of Frauds
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and/or Board under Section 143(12) ofAct and Rules framed thereunder.
Maintenance of Cost Records
Pursuant to the provisions of Section 148 of the Companies Act 2013 and the rules madethere under the Company is not required to maintain cost records.
Internal Complaints Committee
The Company is in process of constitution of Internal Complaints Committee.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013
Your Company has always believed in providing a safe and harassment free workplace forevery individual working in the Company's premises through various interventions andpractices. The Company always endeavours to create and provide an environment that is freefrom discrimination and harassment including sexual harassment.
The policy on Prevention of Sexual Harassment at Workplace aims at prevention ofharassment of employees and lays down the guidelines for identification reporting andprevention of undesired behaviour.
During the yearended 31s' March 2019 no complaints recorded pertaining to sexualharassment. Acknowledgements
The Board of Directors acknowledge the continued support and co-operation extended bythe statutory authorities Government authorities bankers stock exchange stakeholdersand employees of the Company.
| ||By Order of the Board |
| ||For Wallfort Financial Services Limited |
| ||Sd/- |
| ||Ashok Bharadia |
|Date: 24h July 2019. ||Chairman & Managing Director (DIN - 00407830) |
|Place: Mumbai |