Mar 31, 2015
Dear Members,
The Directors have great pleasure in presenting their 25th Annual
Report along with the audited financial statement for the financial
year ended March 31,2015.
FINANCIAL RESULTS
The financial results of the Company for the year ended 31st March,
2015 are summarised below: ( The current financial year covers a period
of six months from Oct 2014 to March 2015 and the previous financial
year covers a period of 18 months from Apr 2013 to Sep 2014)
SI.No. Particulars Current Fin. Previous Fin.
Year-ended Year ended 30th
31stMarch,2015 September, 2014
(i) Revenue from operations (net) 47,19,468 3,32,75,007
(ii) Other Income 13,98,34,834 7,22,48,748
(iii) Total Income 14,45,54,302 10,55,23,755
(iv) Operating Expenditure 9,10,46,163 2,58,66,764
(v) Profit before Interest, 5,35,08,139 7,96,56,991
Depreciation and Amortisation
and Tax.
(vi) Finance Costs (net) 1,84,96,109 7,55,53,428
(vii) Depreciation and Amortisation 7,98,173 28,95,571
(viii) Profit before Taxes 3,42,13,858 12,07,992
(ix) Tax Expenses 73,03,112 57,646
(x) Net Profit for the Year 2,69,10,746 11,50,346
(xi) Balance Brought Forward from NIL NIL
Previous Year
(xii) Amount Available for 2,69,10,746 11,50,346
Appropriation
Appropriations
(a) Interim Dividends on Equity Shares NIL NIL
(b) Tax on Dividends NIL NIL
(c) Transfer to General Reserve NIL NIL
(d) Transfer to Special Reserve NIL 2,25,550
(e) Balance carried to Balance Sheet 2,69,10,746 72,74,220
PERFORMANCE OF THE COMPANY
During the year, your Company registered a total income of Rs.
14,45,54,302 representing an increase of 36% over that of the previous
year. This was mainly due to the profit on sale of fixed
assets,amounting to about Rs.13.95 Crores. Your Company registered a
net profit of Rs. 2,69,10,746, as compared to previous year net profit
of Rs. 11,50,346. The general depletion in the economic conditions was
a major challenge for the NBFC's for collection and which in turn
resulted in reduction in overall disbursements of loans.
DIVIDEND
In order to conserve the liquid resources for the development of
business of the Company and to enhance Shareholders' value, your
Directors have not recommended any Dividend for the period ended
31.03.2015.
During the financial year ended 31.03.2015, an amount of Rs.1.94 Lakhs
being unclaimed dividend pertaining to the financial year 2004,2005 and
2006 would become transferable to Investors' Education and Protection
Fund (IEPF).
SHARE CAPITAL
During the year, the Board of Directors of the Company at their meeting
held on 1st December, 2014 decided to go in for further issue of equity
shares on preferential basis for a value of Rs 6 crores for which the
approval from members has been taken in AGM held on 31.12.2014.
TRANSFER TO RESERVES
The Company retained the entire surplus in the Profit and Loss Account
and hence no transfer to General Reserve was made during the Year.
DEPOSITS
The Company has not accepted Public Deposits during the period. The
Company has repaid all earlier Deposits in June 2012.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SEC.186
These are covered by the notes on financial statements provided in this
Annual Report.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointments and Resignations
The Board has appointed Ms. Pooja Challani as Additional Director of
the Company w.e.f 05.08.2015, under the category of Woman Director. The
Board of Directors seeks your support in confirming the appointment of
Ms. Pooja Challani as Woman Director of the Company.
Details of appointments and resignations of Directors and Key
Managerial personnel during the year are tabled below:
Name of Designation Date of Date of
Director/Key Appointment Resignation
Managerial
Personnel
Ms. Pooja Challani Woman Director Appointed as an Not Applicable
Additional
Director
w.e.f. 05.08.2015.
Mr. S. Ravichandran Managing Director Appointed w.e.f. Resigned
10th November, w.e.f.21st
2014 March 2015.
Re-appointments
As per provisions of the Companies Act, 2013, Mr Lakahmi Narashma Rao
,the additional director , is liable to retire by rotation at the
ensuing Annual General Meeting and being eligible, offers himself for
re-appointment. The Board of Directors recommends his re-appointment.
Declaration by Independent Directors
The Company has received declarations from all its Independent
Directors that they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013 and Clause 49 of the
Listing Agreement in respect of the financial year ended March 31,
2015.
BOARD MEETINGS HELD DURING THE FINANCIAL YEAR
During the period from October 1, 2014 to March 31, 2015 three Board
Meetings were convened and held, the details of which are given below.
The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.
Date of Board Meeting Names of Directors who attended the
meeting
13th November 2014 Padham J Challani,N Subramanian, M J
Lakshmi Narashma Rao, S Ravichandran
1st December 2014 Padham J Challani, M J Lakshmi
Narashma Rao, S Ravichandran
11th February 2015 Padham J Challani,N Subramanian, M J
Lakshmi Narashma Rao, S Ravichandran
DETAILS OF COMMITTEES AND THEIR MEETINGS
The Board has the three primary committees namely, Audit Committee,
Nomination and Remuneration Committee and Stakeholders' Relationship
Committee. The Composition of the primary Committees and their meeting
dates are given below:
Name of the Composition Details of
Committee Meetings held
during the year
Audit Committee Comprises of two 3 meetings were held
Non-Executive during the period on
Independent Directors, the following dates:-
The Chairman of the *13th Nov 2014
Committee is an *1st Dec 2014
Independent Director. and 11th feb 2015
Nomination and Comprises of two 2Meetings were held
Remuneration Non-Executive during the period on
Committee Independent Directors, the following dates:-
The Chairman of the *13thNov2014
Committee is an 11,thFeb2015
Independent Director
Stakeholders' Comprises of two 2Meetings were held
Relationship Directors of whom two during the year on
are Independent the following dates:-
Committee Directors and one is *13thNov2014
Executive Director. 11thFeb2015
The Chairman of the
Committee is an
Independent Director.
Name of the Names of
Committee Directors who
attended the
meetings M/s.
Audit Committee N Subramaniam,
Lakshmi Narashma
Rao
Nomination and N Subramaniam,
Remuneration Lakshmi
Committee Narashma Rao,
Padam J Challani
Stakeholders' N Subramaniam,
Relationship Lakshmi
Committee Narashma Rao,
PadamJ Challani
COMPOSITION OF BOARD OF DIRECTORS
Name and Categor Number of Whether
Designation of the y Board attende
Director Meetings d
during last
the year AGM
ended
31.03.15
Held Attended Yes /
No
Padham J Challani Promoter 3 3 Yes
CHAIRMAN -
Executive
Director
N. Subramanian Non- 3 2 Yes
Executive
&
Independ
ent
Director
Lakshmi Narashma Non- 3 3 Yes
Rao Executive
&
Independ
ent
Director
Dr. S Ravichandran* Managing 3 3 yes
Director
Pooja Challani** Woman
Director
Name and Number of Number of
Designation of the Directorship Committee
Director s positions
in other held in other
Companies Public
Companies
Mem Chairman Mem
Chairman ber ber
Padham J Challani 13
CHAIRMAN
N. Subramanian 1
Lakshmi Narashma 1 1
Rao
Dr. S Ravichandran* 2
Pooja Challani**
* Resigned w.e.f 21.03.2015
** Appointed as an Additional Director w.e.f 05.08.2015
Details of recommendations of Audit Committee which were not accepted
by the Board along with reasons
The Audit Committee generally makes certain recommendations to the
Board of Directors of the Company during their meetings held to
consider financial results (Unaudited and Audited) and such other
matters placed before the Audit Committee as per the Companies Act,
2013 and Listing Agreement from time to time. During the year the Board
of Directors has considered all the recommendations made by the Audit
Committee and has accepted and carried out the recommendations
suggested by the Committee to its satisfaction. Hence there are no
recommendations unaccepted by the Board of Directors of the Company
during the year under review.
DETAILS OF POLICIES DEVELOPED BY THE COMPANY
(i) Nomination and Remuneration Policy
The Company has formulated the Nomination and Remuneration Policy in
compliance with Section 178 of the Companies Act, 2013 read along with
the applicable rules thereto. The objective of this policy is to ensure
* The level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate directors of the quality
required to run the company successfully;
* Relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and
* Remuneration to Directors, Key Managerial Personnel and Senior
Management involves a balance with short and long-term performance
objectives appropriate to the working of the company and its goals
This policy is being governed by the Nomination and Remuneration
Committee comprising of three members of the Board, all of whom are
Non-Executive and Independent Directors. The policy lays down the
standards to be followed by the Nomination and Remuneration Committee
with respect to the appointment, remuneration and evaluation of
Directors and Key Management Personnel.
Affirmation that the remuneration is as per the remuneration policy of
the company
The Company has formulated the Nomination and Remuneration Policy in
compliance with Section 178 of the Companies Act, 2013 read along with
the applicable rules thereto. This policy governs the criteria for
deciding the remuneration for Directors and Key Management Personnel.
It is affirmed that the remuneration to Directors and Key Management
Personnel is being fixed based on the criteria and parameters mentioned
in above mentioned policy of the Company.
(ii) Risk Management Policy
The Board of Directors of your Company has adopted a Risk Management
Policy which details the procedures to be followed by the Company with
regard to risk management. The Boardevaluates and reviews the risk
factors associated with the operations of the Company and recommends to
the Board the methods to mitigate the risk and advise from time to time
various measures to minimizing the risk and monitor the risk management
for the Company.
(iv) Whistle-Blower Policy - Vigil Mechanism
The Company is committed to adhere to the highest standards of ethical,
moral and legal conduct of business operations. To maintain these
standards, the Company encourages its employees who have concerns about
suspected misconduct to come forward and express these concerns without
fear of punishment or unfair treatment. A Vigil (Whistle Blower)
mechanism provides a channel to the Employees and Directors to report
to the management concerns about unethical behavior, actual or
suspected fraud or violation of the Code of Conduct or Policy. The
mechanism provides for adequate safeguards against victimization of
employees and directors to avail of the mechanism and also provide for
direct access to the Chairman of the Board/Chairman of the Audit
Committee in exceptional cases.
In line with the statutory requirements, the Company has formulated a
Whistle Blower Policy/Vigil Mechanism, which covers malpractices and
events which have taken place / suspected to have taken place, misuse
or abuse of authority, fraud or suspected fraud, violation of company
rules, manipulations, negligence causing danger to public health and
safety, misappropriation of monies, and other matters or activity on
account of which the interest of the Company is or is likely to be
affected .
EVALUATION OF BOARD, COMMITTEE AND DIRECTORS
Pursuant to the provisions of the Companies Act, 2013, an annual
performance evaluation of the performance of the Board, the Directors
individually as well as the evaluation of the working of the Board
Committees was carried out based on the criteria and framework adopted
by the Board.
The Independent Directors evaluation was done with main focus on their
adherence to the Corporate Governance practices and their efficiency in
monitoring the same. They are also being evaluated on various
parameters viz., active participation in strategic planning, fiduciary
responsibilities, participation in Board and Committee meetings, etc.,
The performance evaluation of the Non Independent Directors was carried
out by the entire Board of Directors (excluding the Director being
evaluated) and they have expressed their satisfaction with the
evaluation process which considered their commitment and the exercise
of their responsibilities in the best interest of the Company.
NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES,
JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.
No such development has taken place during the year.
AUDITORS
Statutory Auditors
At the Annual General Meeting held on 31st December, 2014, M/s.
Krishnakumar & Associates, Chartered Accountants, were appointed as
Statutory Auditors of the Company to hold office till the conclusion of
the Annual General Meeting to be held in the calendar year 2015.
In terms of Section 139 of the Companies Act, 2013, the present
Auditors, having completed Five years of continuous audit, expressed
their willingness not to be reappointed. A proposal has been received
to appoint M/s. Krupa & Co., Chartered Accountants, Chennai-600029,as
Statutory Auditors of the Company. This is placed for approval of the
shareholders.
Secretarial Auditor
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 is in the process of appointing, a firm of
Practising Company Secretaries to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report for the financial year 2014-2015
would be available thereafter.
Response to qualifications in the Auditor's Report
Statutory Audit Report
1. Under Report on other legal and regulatory requirements, in para
2(f) the Auditors have stated that the company has defaulted in
transferring a sum of Rs 1.94 lakhs of Unclaimed Dividend to Investors
Education and protection Fund of the Govt.
Reply: Action has been taken and Demand Drafts for the said amount
obtained and the process of uploading the details of Shareholders would
be carried out.
2. Income Tax claims of Rs 3.04 Crores pertaining to assessment years
from 2007-08 to 2012-13, are under dispute and have not been deposited,
pending resolution of issue.
PARTICULARS OF EMPLOYEES AND REMUNERATION
Details as required under Section 197 of the Companies Act, 2013 read
with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are given below:
(i) Details of the employees employed throughout the year and drawing
remuneration which in the aggregate exceeds Rs. 60 Lakhs or more per
annum, during the financial year. Nil
ii) None of the employees employed for a part of the financial year,
was in receipt of remuneration for any part of that year, which, in the
aggregate exceeds Rupees Five Lakhs per month, during the financial
year.
Details required as per Section 197 and Rule 5 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
Name of Amount of Ratio of
Director/KMP Remuneration remuneration
Per month Rs to median
remuneration
of employees
for the FY
Dr S Ravichandran 200000 16.67
Name of % Comparison
Director/KMP increase of
in remuneratio
remunerat n to
ion during performance
the FY of company
Dr S Ravichandran Nil 3.50%
Percentage increase in the median remuneration of employees in the
financial year Nil
Number of permanent employees on the rolls of the company as on
31.03.2015 = 21
Explanation on relationship between average increase in remuneration
and company performance
No change in remuneration, as the Company is in consolidation phase.
Variations in Market Capitalisation of the Company
The market capitalization of the Company as of 30th September, 2014
was:-
Number of Shares as Closing price as of 30th Market
on 30th September, 2014 September, 2014at BSE Capitalization
in Crores
90.00.000 Rs. 7.69 6.92
The market capitalization of the Company as of 31st March, 2015 was:-
Number of Shares as Closing price as of 30th Market
on 30th March, 2015 September, 2014at BSE Capitalization
in Crores
90.00.000 Rs 5.73 5.16
Price earnings ratio
Price earnings ratio As on 31.03.2015 As on 30.09.2014
2.99 0.13
Percentage increase or decrease in the market quotations of the shares
of the company in comparison to the rate,when the company came out with
the last public offer
NA
Key parameters for any variable component of remuneration availed by
the directors;
No variable component availed.
The ratio of the remuneration of the highest paid director to that of
the employees who are not directors but receive remuneration in excess
of the highest paid director during the year
NA
Details of pecuniary relationship or transactions of the non-executive
directors vis-a-vis the company
Non- Executive Directors get only Sitting Fees and conveyance for
attending Board/ Commitee Meetings.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. To maintain its objectivity and
independence, the Internal Audit function reports to the Chairman of
the Audit Committee of the Board and to the Managing Director. The
Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations
of the Company. Based on the report of internal audit function, process
owners undertake corrective action in their respective areas and
thereby strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to
the Audit Committee of the Board.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS
IN FUTURE
During the year there are no significant and Material orders passed by
the Regulators or Courts or Tribunals impacting the going concern
status and Company's operations in future
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAS OCCURRED SINCE 31.03.2015 TILL THE
DATE OF THIS REPORT
There are no material Changes and commitments affecting the financial
position of the company which has occurred since 31.03.2015 till the
date of this report
EXTRACT OF ANNUAL RETURN
An extract of the Annual Return in form MGT-9 is annexed herewith
RELATED PARTY TRANSACTIONS
There were no related party transactions entered into during the
financial year by the company with its Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the company at large other than the remuneration paid
to the Executive Directors and Dividend received by them from the
Company in proportion to the shares held by them.
The details of Related Party Transactions are provided in the Notes to
the Accounts.
CORPORATE GOVERNANCE REPORT
Some Corporate governance requirements as stipulated under the listing
agreement with the stock exchanges is not applicable to company as the
share capital of the company is less than Rs. 10 Crores and the
networth of the company is less than Rs. 25 Crores. -
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
NA
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013, the directors
would like to state that:
i. In the preparation of the annual accounts, the applicable
accounting standards have been followed.
ii. The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for the year under review.
iii. The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
iv. The directors have prepared the annual accounts on a going concern
basis.
v. The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
vi. The directors had devised proper system to ensure compliance with
the provisions of all applicable laws and is working the system
smoothly.
DEPOSITORY SYSTEM
As the members are aware, your Company's shares are tradable in
electronic form and the Company has established connectivity with both
the Depositories i.e., National Securities Depository Limited (NSDL)
and Central Depository Services (India) Limited (CDSL). In view of the
advantages of the Depository System, the members are requested to avail
of the facility of dematerialisation of the Company's shares.
INDUSTRIAL RELATIONS
Industrial relations in all the units and branches of your Company
remained cordial and peaceful throughout the year.
ACKNOWLEDGEMENTS
The Directors wish to convey their appreciation to business associates
for their support and contribution during the year. The Directors would
also like to thank the employees, members, customers, bankers, and
associates for the continued support given by them to the Company and
their confidence reposed in the management.
By Order of the Board
For Indo Asia Finance Limited
Padham J Challani
Chairman
September 1,2015
Registered Office
No.15, New Giri Road,
T.Nagar, Chennai-600017
Sep 30, 2014
Dear Members,
The Directors are pleased to present the Twenty-Fourth Annual Report
of your company with the audited financial statements for the Period
ended 30th September, 2014.
Financial Results:
(Rs, in Lakhs)
For the For the
Period ended year ended
30.09.2014 31.03.2013
INCOME:
Income from operations 332.75 740.80
Other income 722.48 0.70
Total (A) 1055.23 741.50
EXPENDITURE:
Financial Expenses 755.53 532.76
Employee Benefits Expenses 80.04 87.20
Other Expenses 129.21 161.19
Provisions & Write off 49.42 (3.02)
Depreciation and Amortisation expense 28.96 13.59
Total (B) 1043.16 791.72
Profit Before Exceptional and 12.08 (50.22)
Extra ordinary Item
Extra Ordinary Item - 75.00
PROFIT BEFORE TAX 12.08 24.79
Less Taxation
Current 1.59 7.80
Earlier Years - -
Deferred tax expense (1.02 ) -
PROFIT AFTER TAX 11.50 16.98
Balance as per last Balance Sheet
brought forward 63.49 56,51
Profit Available for Appropriation 74.99 73.49
The Appropriations are:
Transfer to General Reserve
Transfer to Special Reserve 2.26 10.00
Balance carried forward 72.74 63.49
BUSINESS OUTLOOK AND FUTURE PROSPECTS
The Gross Income during the period was Rs. 10.55 crores as against 7.42
crores in the previous year. Profit after tax for the current period is
Rs. 11.50 lakhs against Rs. 16.98 lakhs in the previous year. Net Stock
on Hire decreased by Rs. 34.80 Crores from 42.78 crores to Rs. 7.98
crores The sanctioning of the additional limit, by the Consortium of
Bankers, to the extent of Appraised Limit of Rs.40.50 Crores was not
materialized, for technical reasons, during the current financial year
also. Because of this the Company was forced to go slow on
disbursements and enter into Franchise operations to meet the demand.
The prospect of economy picking up due to several government policies
initiated is likely to have favorable impact on the future performance
of your company.
Due to strengthening of the Management by inducting senior
professionals, your company is also poised for growth in future.
The franchisee arrangement with Shriram Transport Finance Company
Limited, on 50:50 risk and reward sharing basis is in force and entered
its eight year of operation. The Company has also entered Franchise
Agreement with L&T Finance Limited on January 3,2012 and started
rendering Fee based services. However, the main thrust continues on
individual Pre-owned Commercial Vehicle Finance directly through the
Company''s own operation.
DIVIDEND
In order to conserve the liquid resources for the development of
business of the Company and to enhance Shareholders value, your
Directors have not recommended any Dividend for the period ended 30th
September, 2014.
RESOURCE MOBILISATION
Public Deposit
The Company has not accepted public fixed deposits during the period.
The Company has paid all public deposits in June 2012.
Bank Finance
Your Company''s bankers continue to extend their support, providing
loans at competitive rates. The maximum amount outstanding at any time
was Rs.31.25 Crores and the amount outstanding at the end of the period
was Rs.29.43 Crores. The working capital credit limits of your Company
were renewed at Rs.29.60 Crores.
CREDIT RATING
Your company has been assigned BB [Double B Plus] rating by CARE for
Bank facilities as well as Fixed Deposit programme. Instruments with
this rating are considered to offer moderate risk of default regarding
timely servicing of financial obligations.
CAPITAL ADEQUACY RATIO:
Your Company''s total Capital Adequacy Ratio (CAR), as of 30th September
2014 stood at 52.14% of the aggregate risk weighted assets
STATUTORY STATEMENTS
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo:
Indo Asia Finance Limited does not carry on any manufacturing
activities and accordingly the provision to furnish information as per
Section 217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the report of Board of Directors) Rules,
1988, particulars relating to Conservation of energy, Research and
Development and Technology Absorption is not applicable.
There are no foreign exchange earnings and out go during the period
under review. Particulars of Employees:
Particulars of employees in terms of requirement of the provisions of
Section 2 17(2A) of the Companies Act, 1956 read with Companies
(Particulars of EmployeesJRules, 1975 are not enclosed as there are no
employees who have been paid salary in excess of prescribed limits.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement u/s217 (2AA) of the Companies Act,1956 with
respect to Directors Responsibility Statement, your Directors to the
best of their knowledge and belief Confirm that:
a) In the preparation of the Annual Report, for the period ended 30th
September 2014, the applicable Accounting Standards have been followed
and there are no material departure;
b) They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the period and of the profit of the Company
for the period;
c) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
act so as to safeguard the assets of the company and to prevent and
detect fraud and other irregularities and
d) They have prepared the annual accounts on a going concern basis.
INTERNAL CONTROLS AND THEIR ADEQUACY:
The internal control systems are commensurate to the size of the
operation of the Company. Whenever it is required, the systems and
procedures are upgraded to suit the changing business needs.
STATEMENT PURSUANT TO LISTING AGREEMENT
The Companies Securities are listed with The Bombay Stock Exchange
Limited, Mumbai and The Madras Stock Exchange Limited, Chennai and the
Company has paid the respective Annual Listing Fees up to date and
there are no arrears.
CORPORATE GOVERNANCE
A detailed report on Corporate Governance as updated with the
particulars of this Financial period, as per the directions from SEBI
is annexed to this report (Annexure-A) together with Report of the
Auditors , on the compliance with the said code and a Report of the
Management Discussion and Analy sis is also annexed separately.
MATERIAL CHANGES - ISSUE OF SHARES
The Board of Directors at their meeting held on 01 st December 2014 has
decided to increase its capital by issue of further equity shares on
preferential basis for an aggregate amount of Rs.6,00,00,000 (Rupees
six crores only) subject to the approval of members in the ensuing
general meeting.
DIRECTORS
Mr. M.Prakashchand Jain (DIN:00052242), Mr. M.Viswanathan
(DIN:03604909), Mr. Prasan Chand Chopra (DIN:05201340) resigned from
directorships during the period as given under corporate governance
report attached with this report.
Mr. Lakshmi Narashma Rao (DIN: 01275880) was appointed as an Additional
Director (Non- executive, Independent) with effect from 31st October
2014. His appointment is due to be regularized in the ensuing Annual
General Meeting.
Dr. S. Ravichandran (DIN:0259451) was appointed as the Managing
Director with effect from 10th November 2014; his appointment being
subject to the approval of members at the ensuing Annual General
Meeting.
Mr. Padham J Challani (DIN: 00052216) was re-designated from Chairman
and Managing Director to Chairman Director in the board meeting held on
13th November 2014.
In compliance with the provisions of the Companies Act, 2013 and in
accordance with the Articles of Association, Mr.Padham J Challani,
Chairman Director holding DIN: 00052216 retires at this Annual General
Meeting and being eligible, offers himself for re-appointment.
In spite of best effort the Company was not able to appoint a full time
Company Secretary as required under section 383A of the Companies Act.
Brief resume of the Director, seeking re-appointment, nature of their
expertise as stipulated under clause 49 of the listing agreement with
the Bombay Stock Exchange Limited, is appended to the notice convening
the Annual General Meeting.
The Board recommends the appointment of directors as aforesaid for the
approval of members.
AUDITORS
The Company has received a letter from M/s Krishnakumar & Associates,
Chartered Accountants the Statutory Auditors of the Company expressing
their willingness for re- appointment as statutory auditors and
simultaneously their eligibility certificate pursuant to section 141 of
the Companies Act, 2013. Pursuant to the provisions of Section 139 of
the Companies Act, 2013 and the Rules framed there under, it is
proposed to re-appoint M/s Krishnakumar & Associates as Statutory
Auditors of the Company for a period of five years to hold the office
from conclusion of this Annual General Meeting (AGM) till the
conclusion of fifth AGM post this AGM, subject to ratification of their
appointment at the subsequent AGMs.
The Board of Directors recommends their re-appointment for your
approval by way of an ordinary resolution.
REPLY T O COMMENTS IN NOTES TO ACCOUNTS
As part of the restructuring exercise, non - performing assets have
been sold to one of the associates at a value higher than the book
value.
ACKNOWLEDGEMENTS
Your directors gratefully acknowledge the support and co-operation
extended by all the shareholders, depositors, customers, vehicle
manufacturers, dealers, Government agencies, Bankers, Franchisers and
all other associated to your Company during the year and look forward
to their continued support.
Above all, your directors place on record their appreciation of the
dedication and commitment displayed by the employees of the Company,
thus enabling it to report reasonable performance during the tough
period.
For and on behalf of the Board
For Indo Asia Finance Limited
01st December 2014 Padham J Challani
Registered Office Chairman
No. 15, New Giri Road,
T.Nagar,
Chennai-600017.
Mar 31, 2013
To The Members,
The Directors are pleased to present the Twenty-Third Annual Report of
your Company with the audited financial statements for the year ended
31st March, 2013.
Financial Results:
(Rs. in Lakhs)
For the year ended
31.03.2013 31.03.2012
INCOME:
Income From Operations 740.80 836.30
Other Income 0.70 0.27
Total 741.50 836.57
EXPENDITURE:
Finance Costs 532.76 545.82
Employee Benefits Expenses 87.20 64.96
Depreciation & Amortization Expenses 13.59 111.84
Other Expenses 161.19 26.45
Provisions & Write off (3.02) 18.15
Total 791.72 767.22
PROFIT BEFORE TAX 24.79 69.35
Less Taxation - Current 7.81 18.22
Earlier Years - 10.39
PROFIT AFTER TAX 16.98 40.74
Balance as per last Balance Sheet brought 56.51 40.77
forward
Profit Available for Appropriation 73.49 81.51
The Appropriations are :
- Transfer to General Reserve - 12.50
- Transfer to Special Reserve 10.00 12.50
- Balance carried forward 63.49 56.51
BUSINESS OUTLOOK AND FUTURE PROSPECTS
The Gross Income during the year was Rs.7.42 crores as against 8.37
crores in the previous year. Profit after tax for the current year is
Rs.16.98 lakhs as against Rs.40.74 lakhs in the previous year. Net
Stock on Hire grew marginally by Rs.1.16 Crores to 42.78 crores from
41.62 crores. The sanctioning of the additional limit, by the
Consortium of Bankers, to the extent of Appraised Limit of Rs.40.50
Crores was not materialized, for technical reasons, during the current
financial year also. Because of this the Company was forced to go slow
on disbursements and enter into Franchise operations to meet the
demand.
The franchisee arrangement with Shriram Transport Finance Company
Limited, on 50:50 risk and reward sharing basis is in force and entered
its eight year of operation.
The Franchise Agreement with L&T Finance Limited on Fee based services
is in force.
The main thrust continues on individual Pre-owned Commercial Vehicle
Finance directly through the Company''s own operation.
In Previous year Company entered into a joint venture Agreement with a
reputed builder to develop the land into a commercial complex. This
commercial complex is in Progress.
DIVIDEND
In order to conserve the liquid resources for the development of future
business of the Company and to enhance shareholders value, Your
Directors have not recommended any Dividend for the year ended 31st
March 2013. However to enhance the Reserves, the Board of Directors
voluntarily transferred a sum of Rs.10.00 Lacs to the Special Reserve.
RESOURCE MOBILISATION
Public Deposit
The Company has not accepted fixed deposits from public during the
year.
Bank Finance
Your Company''s bankers continue to extend their support, providing
loans at competitive rates. The maximum amount outstanding at any time
was Rs.30.21 Crores and the amount outstanding at the end of the year
was Rs.28.94 Crores. The working capital credit limits of your Company
were renewed at Rs.29.60 Crores.
CREDIT RATING
Your Company has been assigned BB (Double B Plus) rating by CARE for
Bank facilities as well as Fixed Deposit programme, instruments with
this rating are considered to offer moderate risk of default regarding
timely servicing obligations.
CAPITAL ADEQUECY RATIO
Your Company''s total Capital Adequacy Ratio (CAR), as of March 31, 2013
stood at 31.82% of the aggregate risk weighted assets which is well
above the regulatory minimum of 15%.
STATUTORY STATEMENTS
Conservation of Energy, Technology absorption, Foreign Exchange
Earnings and Outgo and Particulars of Employees :
Indo Asia Finance Limited does not carry on any manufacturing
activities and accordingly the provision to furnish information as per
Section 217 (1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the report of Board of Directors) Rules,
1988, particulars relating to Conservation of Energy, Research and
Development and Technology Absorption is not applicable.
There are no Foreign Exchange earnings and out go during the year under
review.
Particulars of Employees in terms of requirement of the provisions of
Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975 are not enclosed as there are no
employees who have been paid salary in excess of prescribed limits.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement u/s 217(2AA) of the Companies Act, 1956
with respect to Directors'' Responsibility Statement, your Directors to
the best of their knowledge and belief
Confirm that :
(i) In the preparation of the Annual Accounts, for the year 2012-13,
the applicable Accounting Standards have been followed and there no
material departure;
(ii) They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit of the
Company for the year;
(iii) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act so as to safeguard the assets of the Company and to prevent and
detect fraud and other irregularities and
(iv) they have prepared the annual accounts on a going concern basis.
INTERNAL CONTROLS AND THEIR ADEQUACY
The internal control systems are commensurate to the size of the
operation of the Company. Whenever it is required, the systems and
procedures are upgraded to suit the changing business needs.
STATEMENT PURSUANT TO LISTING AGREEMENT
The Company''s Securities are listed with The Bombay Stock Exchange
Limited, Mumbai and The Madras Stock Exchange Limited, Chennai and the
Company has paid the respective Annual listing fees up-to-date and
there are no arrears.
CORPORATE GOVERNANCE
A detailed report on Corporate Governance as updated with the
particulars of this Financial year, as per the directions from SEBI is
annexed to this report (Annexure A) together with Report of the
Auditors, on the compliance with the said Code and a Report of the
Management Discussion and Analysis is also annexed separately.
DIRECTORATE
In compliance with the provisions of the Companies Act, 1956 and in
accordance with the Article 9 of the Company''s Articles of Association,
Mr. Prakash Chand Jain and Mr. M.Viswanathan, retires at this Annual
General Meeting and being eligible, offers themselves for
re-appointment.
In spite of best effort, the Company could not able to appoint full
time Company Secretary as required under section 383 A of the Companies
Act, 1956.
Brief resume of the Directors, seeking re-appointment, nature of their
expertise as stipulated under clause 49 of the listing agreement with
the Bombay Stock Exchange Limited, is appended to the notice convening
the Annual General Meeting.
Disclosures of Particulars of Constituting "Group" pursuant to
Regulation 3(1)(e) of the SEBI (Substantial Acquisition of Shares &
Takeovers) Regulations, 1997.
Pursuant to an information from the promoters, the name of the
promoters and entities comprising group as defined under Monopolies and
Restrictive Trade Practice (MRTP) Act, 1969, are as under for the
purpose of the SEBI (Substantial Acquisition of Shares & Takeovers)
Regulations, 1997. (As at 31st March, 2013).
Padham J Challani AJeeth Kumar J.P J.P.Swapna Mamtha A Mutha
P.Shobha Sumthi Challani J.Hemalatha Lalitha J.A
J.Amara Bai
AUDITORS
The retiring auditors, M/s.A. Krishnamoorthy & Co., Chartered
Accountants have expressed their willingness to continue in office, if
appointed. They have furnished to the Company a certificate of their
eligibility for appointment as auditors, pursuant to section 224 (1B)
of the Companies Act, 1956.
The Audit committee and the Board of Directors recommend the
re-appointment of M/s. A.Krishnamoorthy & Co., Chartered Accountants as
Auditors for a further period of one year and to fix their
remuneration.
The Auditors Report to the Members does not contain any qualification
or adverse remarks.
ACKNOWLEDGEMENTS
Your Directors gratefully acknowledge the support and co-operation
extended by all the Shareholders, Customers, Vehicle Manufacturers,
Dealers, Government Agencies, Bankers and all other Associated to your
Company during the year and look forward to their continued support.
Above all, your Directors place on record their appreciation of the
dedication and commitment displayed by the employees of the Company,
thus enabling it to report reasonable performance during the tough
period.
For and on behalf of the Board
For INDO ASIA FINANCE LIMITED
Padham J Challani
Chairman and Managing Director
29th July, 2013
Registered Office
No.15, New Giri Road,
T.Nagar, Chennai - 600 017.
Mar 31, 2010
The Director are pleased to present the Twentieth Annual Report of
your company with the audited financial statements for the year ended
31st March. 2010
Financial Results (Rs in lakhs)
For the year ended
31.032010 31.03.2009
INCOME:
Inoome Irom operations 990.10 1096 42
Other income 11.48 10.73
Total (A) 1001.8a 1107.15
EXPENDITURE:
Financil Expenace 464.48 494.58
Establishment expenscs 66.22 78.83
Aaminutramr & Other Expenses 300.71 364.20
Pnvimons & Write off 25.06 42.34
Depreation 12. 93 11.73
Total( B) 869.42 991.68
PRFIT BEFORE tax 132.16 115.47
less Taxation 44.92 30,39
PROFIT AFTER TAX 87. 24 85.08
Surplat brouahl forward 16.26 62 00
Amount available lor Appropriation 103.50 147.08
Appropriations
- Dividend 27.00 15.00
-Dwidcnd Tax 4.48 2.55
- Tranasfer to General Reserve 20.00 50 00
- Transfer to Special reserve 20.00 30.00
- Surplui carried to balance Sheet 32.02 49.53
BUSINESS AND FUTURE PROSPECTS
The Gross Income during the year was Rs. 10.02 crones as against 1J 07
crores in the prcviols year due to the Companys cautious and selective
approach in financing. Profit after tax for the current year is Rs 87
24 lakh against Rs.85 08 lakh in the previous year up marginally by
2.54%. Net Stock on Hire grew marginally by Rs.2.22 Crores to 37 65 (
from 35.41 crores
The franchisee arrangement with Shnram Transport Finance Company
Limited on So 50 risk and reward shring basis is in force and entered
its fifth year of operation
The credit growth in the economy remained at relatively low level for
most of the jn doing forward, the challenges of on increase in cost of
funds as a result of possible policy measures of RBI to. .contain
inflation are very high
Dunng the year the company had made dtsfeunwrnements 47 lacs under
INCREASE OF AUTHORISED SHARE CAPITAL
At the Extra-Ordinary general Meeting held on March 09, 2010 the
authorised share capital
of the Company have been enhanced from Rs 3,75,00,000/- to Rs
15.51.00,000/-.
BONUS SHARES
Consequent to issue and allotment of 60.00,000 shares as Bonus Shares,
by way of capitalization of Rs 6.00.00.000/- . out of Share Premium,
General Reserves^ accumulated profits, in proportion of two shares for
every equity shore held by the members, the Paid-up Share Capital of
the Company has increased to Rs. Nine Crores
DIVIDEND
Your directors recommend a dividend of 3% (Re.0.30 per equity shore of
Rs. 10).on the increased share capital consequent to Bonus Issue , for
the year ended 31st March. 2010 subject to the approval of the
shareholders in the ensuing Annual General Meeting In view of business
recession your Director thought it prudent to conserve the liquid
resources for the best interest of the Shareholders The dividend will
absorb Rs.31.48 Lakhs including Dividend Distribution Tax of Rs 4.48
Lakhs.
INTERNAL CONTROLS AND THEIR ADEQUACY:
The internal control systems ore commensurate to the sue of the
operation of the Company. Whenever it is required, the systems and
procedures arc upgraded to suit the changing business needs
RESOURCE MOBILISATION
Deposit
The Company has not accepted any fixed deposits during the year. The
total deposits outstanding as on March 31. 2010 was Rs. 3,45,343 /-as
compared to Rs9.04,827/- as on March 31, 2009. There were unclaimed
matured deposits of Rs. 30,573/- representing 2 depositors as at March
31. 2010 who have been informed about the maturity of deposits with a
request to claim their deposits back.
Bank Finance
Your Companys bankers continue to extend their support, providing
loans at competitive rates The maximum amount outstanding at any lime
was Rs.28.70 Crores., and the amount outstanding at the end of the year
was Rs 28.09 Crores, The working capital credit limits of your Company
were renewed at Rs.28.70 Crores.
RISK MANAGEMENT
Over ihe years, your Company has achieved an appropriate balance
between risk and return by setting up an efficient risk mitigation
system to meet various forms of financial and other risks. The primary
risks that the company is exposed to are, credit risk, market risk and
operational risk. Deriving from the long years of experience in retail
out go financing, your Companys credit policy framework is designed to
provide the right balance between business growth and portfolio
quality. The Companys philosophy of not outsourcing the credit
appraisal process has ensured that credit fillers are uniformly applied
by experienced and well-trained employees. The consistently low levels
of delinquency and credit losses in the portfolio bear ample testimony
to this.
During the year, your Company has constituted a Risk Management
Committee in accotuncec with the Guidelines on Corporate Governance
issued by the Reserve Bunk of India, to monitor the risk management
framework on an ongoing basis with a view to ensuring that risk
parameters are within defined limits.
CREDIT RATING
Your company has been aligned BBB - rating by CARE for Bank facilities
as well as Foces Deposit programme The total amount of public deposits
with the company as on 31st March. 2010 was Rs.3.45 lacs. The company
was holding Rs 9.14 lacs in deposit in Escrow account with AXIS Bank
Ltd as at 31.03.2010 for repayment of the Public Deposits on maturty.
DIRECTORS AND COMPANY SECRETARY
The Company Is managed by Mr.Prakashchand Jain. Managing Director under
strict supervision of the Board of Directors. In compliance with the
provisions of the Companies Act. 1956 in accordance with the Articles
of Association, Mr N.Subramanian. retires at this Annual General
Meeting and being eligible, offers himself for re-appointment
Mr.Padam J Challani and Mr J JRishub were appointed as additional
Director at the Board meeting held on January 29. 2010 and being
additional Directors they hold office up to the date of ensuing Annual
General Meeting. Your Company has received notice from a member
pursuant to Section 257 of the Companies Act, 1956 signifying his
intention to propose the candidature of Mr.Padam J Challani for the
office of Director The Board of Directors recommend the resolution as
set out in item No. 5 of the notice convening annual general meeting
for approval of the shareholders Your Directors in the process of
appointing few Non Independent Directors to strengthen the Corporate
Governance Compliance MrJJ.Rishub who was appointed as -additional
Director at the Board meeting held on January 29. 2010 and holds office
up to the date of ensuing Annual General Meeting have intimated his
unwillingness to continue as Director after Annual General Meeting.
During the year M/S. R J Anandmul, R J. Jayamilal . M Kishanchand and
Mahendar A.Challani, Directors were resigned from the Board with effect
from January 29, 2010. The Board expressed its appreciation of the
contributions made by them for the development of the business.
Further to the resignation of the Company Secretary the post of Company
Secretary has remained vacant and for which your Directors are taking
every possible steps to appoint a full time Company Secretary as
required under Section 383A of the Companies Act. 1956
Brief resume of the Directors, seeking reappointment including the
re-appomtments of Managing Director, nature of their expertise as
stipulated under clause 49 of the listing agrernent with the Stock
Exchanges, is appended to the notice convening the Annual General
Meeting
Disclosures of Particulars of Constituting "Group" pursuant to
Regulation 3 (1) (e) of the SEBI Substantial Acquisition of Shares &
Takeovers Regulations. 1997. Pursuant 10 information from the
promoters, the name of the promoters and entities comprising group as
defined under Monopolies and Restrictive Trade Practice (MRTP| Act.
1969, are as under for (he purpose of the SEBl (Substantial Acquisition
of Shares & Takeovers! Regulations. 1997 (As at 31-" March. 2010).
M/s Aaihish Chopra. Abisitek Chopra. Aditya Chopra. Ajeeth p
Challani Amara Bai j . RJ Anandmul J J Aruna. J Hemalalha.
JPSwapana, jawaniai Jain R . Jawanlai Padam Chand Challani, A.LaMha.
laMha J A M Prafcasncnand Jan. MamtftaAMulhaa. Manoharial R.J.
PKarrtha Chopra PShobna. Rathanchana Jawnfli J J Rishub Sumthi A
Chalani Suortha Chanam
STATUTORY STATEMENTS
The statement of information on technology absorption pursuant to
Section 217(1 He) of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in the Report of Board of Directors Rules.
1988 is not applicable to the activities of the company
Dunns the year the companys foreign exchange outgo was Rs.62.4I3/- and
foreign exchange earning was NIL.
Particulars of employees in terms of requirement of the provisions of
Section 217 (2A| of the Companies Act. 1956 read with Companies
(Particulars of Emplayecs}Rulcû, 1975 are not enclosed us there are no
employees who have been paid salary in excess of prescribed Limits
Information pursuant to Deportment of Company Affaire Notification
dated May 15, 1995, relating to the Balance Sheet Abstract and
Companys General Business Profile is given in the Annual Report for
information of the shareholders.
AUDITORS
The retiring auditors. M/s A Krishnamoorthy & Co. Chartered Accountants
have expressed willingness to continue in office, if appointed. They
have furnished to the Company u certificate of their eligibility for
appointment as auditors, pursuunt to section 224 |1B| at the Companies
Act. 1956.
The Audit committee and the Board of Directors recommend the
re-appointment of M/s A Krishnarnoorthy & Co, Chartered Accountant as
Auditors for a further penod of one year and to fix their remuneration.
The Auditors Report to the Members docs not contain any qualification
or adverse remarks.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors confirm
a) that the applicable accounting standards have been followed along
with proper explanation wherever required in the preparation of annual
accounts
b) that the directors have selected such tit-counting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the (nuncml year and of the
profit of the Company for the
c) that proper care has been taken for maintenance of accounting
records in accordance with the provisions of the act for safeguarding
the assets of the company and for preventing and detecting fraud and
other irregularities and
d) that the annual accounts of the compony have been prepared on a
going concern txtsis
CORPORATE GOVERNANCE
A detailed report on Corporate Governance as updated with the
particulars of this Financial year, aa per the directions from SEBI is
annexed to this report (Annexure A together with Report of the Auditors
on the compliance with the said Code and a report of Management
discussion and Analysis is also annexed separately.
ACKNOWLEDGEMENTS
Your directors gratefully acknowledge the support and co-operation
extended by all the shareholders, depositors, customers, vehicle
manufacturers, dealers, Government agencies. Bonkers and all other
associated to your Company during the year and look forward to their
continued support.
Above all. your directors place on record their appreciation of the
dedicationn and commitment displayed by [he employees of the Company,
thus enabling u to report another year of strong performance
For and on behalf of the Board
For Indo Asian Finance Limited
Padam J Challam
Chairman
July 30. 2010
Registrred Office
No. 15. New Gin Road.
T.Nagar, Chcnnai-600017