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 ended March 31 2017.
Summary of operations/results
The financial results of the Company for the year ended March 31 2017 as compared tothat of previous
year are summarized as under:
|PARTICULARS ||Financial Year ||Financial Year |
| ||2016-17 ||2015-16 |
|Revenue from operations ||224557982 ||167422769 |
|Profit before exceptional and extraordinary items and tax ||149065301 ||96669959 |
|Profit after tax ||110727437 ||72261775 |
This year's performance of your company has been affected as compared to last year dueto volatility in the market. Though yet your company does good investments through qualityresearch mitigating risk though efficient and effective market information gathering andanalysis and increasing the number of institutional clients that efficiently andeffectively serviced. The company has gained profits from investing and trading of sharesand securities and servicing of Institutional Clients.
There has been a net profit of Rs. 1107/- Lacs during the year against the netprofit of Rs. 723/- Lacs during last year.
Transfer to reserves
No amounts have been transferred to any reserves during the financial year 2016-17.
Dividend & Transfers to IEPF
Your Board does not recommend any dividend for the financial year ended March 31 2017.The Company was not required to transfer the amount of any unclaimed/unpaid dividend toInvestor Education Protection Fund.
Change in the nature of business
No changes occurred in the nature of business during the financial year ended March 312017 and till the date of issue of this report.
The Company has 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. H. 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.
The Company has not issued any securities during the financial year 2016-17.
a) Issue of Equity Shares with Differential Rights: The Company has not issuedany equity shares with differential rights during the Financial Year 2016 2017; b) Issueof Sweat Equity Shares: The Company has not issued any Sweat Equity Shares during theFinancial Year 2016 2017; c) Issue of Employee Stock Options: The Company has notissued any Employee Stock Options during the Financial Year 2016 2017.
Under Section 139 of the Companies Act 2013 and rules made thereunder it is mandatoryto rotate the Statutory Auditors on completion of the maximum term permitted under thesaid section. Accordingly M/s Kochar and Associates shall cease to be the Auditors of theCompany. On the recommendation of the Audit Committee the Board of Directors of theCompany have proposed the appointment of M/s. S. Rakhecha & Company (Firm RegistrationNo. 108490W) as the Statutory Auditors of the Company
for a period of 5 years to hold office from the conclusion of 22 AGM till theconclusion of the 27 AGM to be held in the year 2022 (subject to ratification of theirappointment at every AGM).
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 Ms. Priti J Sheth of M/s. Priti J. Sheth & Associates PracticingCompany Secretaries as Secretarial Auditor of the Company for the F Y 2016-17.
The Secretarial Audit Report for the financial year 2016-17 forms part of the AnnualReport as
"Annexure A" to the Board's Report.
Directors comment on qualification or observation
Our secretarial auditors have qualified their report for non-compliance with regards toappointment of a Company Secretary in whole-time employment as mandated under theprovisions of Section 203 of the Companies Act 2013 and Company Secretary to act ascompliance officer of the Company as required under Listing Regulations.
The quantum of Secretarial work did not call for appointment of full time CompanySecretary and the Company could not have engaged professional to its full potential andcapacity. Nevertheless due to requirement of the Act the Company took efforts to findCompany Secretary within its financial budgets but the Company did not find a SuitableCandidate.
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
Mr. Ritesh Chandalia (DIN 07331596) was appointed as Non-Executive Independent Directorat 21 Annual General Meeting of the Company held on 30 September 2016.
During the financial year 2016-17 Mr. Manoj Bharadia (DIN- 00035385) was appointed asWhole
Time Director at the 21 Annual General Meeting of the Company held on 30 September2016
Tenure of Mr. Deepak Lahoti (DIN 01765511) as Whole-time director of the companyexpired on 31 March 2017. The Board of Directors at their meeting held on 7 February2017 appointed him as Whole-Time Director for the term of 5 years w.e.f. 1 April 2017 andthe same is to be ratified by the members at the 22 Annual General Meeting.
As per provisions of the Companies Act 2013 Mrs. Sangeeta Bharadia (DIN 03335888)retires by rotation at the ensuing Annual General Meeting of the Company and beingeligible seeks re appointment. The Board of Directors recommend her reappointment at theensuing Annual General Meeting.
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 of independence as laiddown in
Section 149(6) of the Companies Act 2013 and Regulation 25 of 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 directorsoutlining his/her roles functions duties and responsibilities.
The board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of IndiaListing Regulations.
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 C"to the Board'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 "AnnexureD" of this report in the format prescribed in the Companies (Corporate SocialResponsibility Policy) Rules 2014. However the Company has not spent the entire amountas 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.
Number of meetings of the Board
The Board met four times during the financial year. For details of the meetings of theboard please refer to the corporate governance report which forms part of this reportand details as required under Standard 9 of Secretarial Standard 1 on Board Meetings areattached as "Annexure E". The maximum interval between any two meetingsdid not exceed 120 days as prescribed in the Companies Act 2013.
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
During the year under review the Company has not entered into any transactions with thenon-executive directors apart from sitting fees paid to them for attending Board andCommittee meetings.
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 in form AOC-2. Further the Company does not have any holding and subsidiary Companyand therefore the related party disclosures as required to be given under Part A ofSchedule V of Listing Regulations are not applicable.
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 the Companies (Accounts) Rules 2014 are enclosed as "AnnexureG" to the Board's 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. On March 31 2017 the Board consists of eightmembers four of which are executive whole time directors and other four are independentdirectors.
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.
The Listing Regulations mandated the formulation of certain policies for all listedcompanies. All our policies are available on our website (www.wallfort.com). Thepolicies are reviewed periodically by the Board and updated based on need.
Electronic copies of the Annual Report 2016-17 and notice of the 22 Annual GeneralMeeting shall be sent to all members whose email addresses are registered with theCompany/Depository Participant(s). For members who have not registered their emailaddresses physical copies shall be sent in the permitted mode.
Our Corporate governance philosophy: Your Company's philosophy on CorporateGovernance has been to ensure fairness to the shareholders with full transparency and toenhance and retain investor trust. We always seek to insure that our performance is drivenby integrity.
Our Corporate governance report for the financial year ended on March 31 2017forms a part 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:
1. In the preparation of the Annual Accounts for the year ended 31 March 2017 theapplicable Accounting Standards have been followed and there are no material departures;
2. 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 31 March 2017 and of the profitand loss of the Company for the year ended as on that date;
3. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities.
4. The directors have prepared the annual accounts on a 'going concern' basis.
5. The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;
6. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
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 |
| ||Chairman & Managing Director |
| ||(DIN 00407830) |
|Date: 13 July 2017 || |
|Place: Mumbai || |