Mar 31, 2018
BOARD S REPORT
The Board of Directors hereby presents the report of the business and operations of your Company, along with the audited financial statements, for the financial year ended March 31,2018.
Summary of operations/results
The financial results of the Company for the year ended March 31, 2018 as compared to that of previous * year are summarized as under:
PARTICULARS |
Financial Yean Financial Year |
2017-18 2016-17 |
|
Revenue from operations |
243,287,579 224,557,982 |
Profit before tax |
136,704.72 147,783,073 |
Profit after tax |
100,924,062 110,727,437 |
Company''s Affairsâ
In comparison to previous financial year, during financial year 2018, the performance of the Company was fairly muted due to several factors such as: global trade disputes, raising crude oil prices, rupee depreciation and rising geopolitical tensions. These issues have created a reasonable angst amongst the investors which has led to a depressed market environment. We expect this scenario to continue in near future.
These issues have been amplifying since the start of calendar year 2018 and has affected your Companyâs profitability during Quarter 4 of financial year 2018 which led to the downfall in the overall profit for the year.
To mitigate these risks, the management has taken reasonable steps to protect the investorsâ interest with investment in quality stocks and by putting more emphasis on increasing turnover from both existing and new institutional clients by providing them with market information and analysis.
The Company has booked a net profit of Rs. 1009 /- Lacs during the year as against the net profit of Rs. 1107/-Lacs during last year.
Transfer to reserves
* No amounts have been transferred to any reserves during the financial year 2017-18.
Dividend & Transfers to IEPF
Your Board does not recommend any dividend for the financial year ended March 31 2018. The Company was not required to transfer the amount of any unclaimed/unpaid dividend to Investor Education Protection Fund.
Change in the nature of business
No changes occurred in the nature of business during the financial year ended March 31, 2018 and till the date of issue of this report.
The Company has not accepted any deposits and, as such, no amount of principal or interest is outstanding as of the Balance Sheet date.
Internal Financial Control (IFC)
Your Company''s internal control system (including Internal Financial Controls and with reference to Financial statements) ensures efficiency, reliability ana completeness of accounting records and timely preparations of reliable financial and management information, compliance with all applicable iaws and regulations, optimum utilization and the protection of the Company''s assets.
The Company has appointed M/s. H. N. Bafna & Co., Chartered Accountants as the Internal Auditors as mandated under Section 138 of the Companies Act, 2013 for conducting the Internal Audit of the Company.
Significant and material orders
There are no significant and material orders passed by the regulators, courts 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.
Share Capital
During the F.Y. 2017-2018, there was no change in the Share Capital of the Company.
Statutory Auditors
In accordance with the provisions of Section 139 of the Companies Act 2013 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 5 consecutive years from the conclusion of 22"dAGM till the conclusion of the 27" AGM to be held in the year 2022 subject to ratification by members at every AGM or as maybe necessitated by the Act from time to time.
However Ministry of Corporate Affairs vide its notification dated 7th May 2018 has done away with the requirement of the ratification of the appointment of Statutory Auditors and hence M/s S. Rakhecha & Company shall act as Statutory Auditors till the AGM to be held in the year 2022.
Auditor''s Report
The statements made by the auditors in their report are self-explanatory and do not require any comments by the Board of Directors.
Secretarial Auditor
As required under Section 204 of the Companies Act, 2013 and Rules made thereunder the Board has appointed M/s. Priti J. Sheth & Associates, Practicing Company Secretaries as Secretarial Auditor of the Company for the FY 2017-18
The Secretarial Audit Report for the financial year 2017-18 forms part of the Annual Report as âAnnexure A" to the Board''s Report.
Our secretarial auditors have qualified their report for non-compliance with regards to appointment of a Company Secretary in whole-time employment as mandated under the provisions of Section 203 of the Companies Act, 2013 and Company Secretary to act as compliance officer of the Company as required under Listing Regulations.
The Company w.e.f. 2nd May, 2018 has appointed Company Secretary & Compliance Officer as required under the provisions of Section 203 of the Companies Act, 2013 and Listing Regulations.
Auditor''s certificate on corporate governance
As required under Listing Regulations, the auditors'' certificate on corporate governance is enclosed as â âAnnexure Bâ to the Board''s report.
Directors and Key Managerial Personnel
a) Appointments
There were no appointments during the year under review.
b) Re-appointments
Tenure of Mr. Deepak Lahoti (DIN -01765511) as Whole-time Director of the Company expired on 31sâ March, 2017. The Board of Directors at its meeting held on 7,h February, 2017 appointed him as Whole Time Director for the term of 5 years w.e.f. 1sl April, 2017 and the same was ratified by the members at the 22ndAnnual General Meeting held on 29s1 September, 2017.
c) Retirement by rotation
As per provisions of the Companies Act 2013, Mr. Ashok Bharadia (DIN - 00407830) retires by rotation at the ensuing Annual General Meeting of the Company and being eligible seeks re-appointment. The Board of Directors recommend his reappointment at the ensuing Annual General Meeting.
d) Proposed Appointments
Tenure of Mr. Ashok Bharadia (DIN -00407830) as Managing Director of the Company ends on 27"âApril, 2019. The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 13*â July, 2018 have approved his appointment as Managing Director for the term of 3 years w.e.f. 28"âApril, 2019 and the same is placed for ratification by members at ensuing Annual General Meeting.
e) Resignations
None of the Directors resigned during the year under review.
The Company has received necessary declarations from the independent directors under Section 149 7 of the Companies Act, 2013 stating that they meet the criteria of independence as laid down 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 familiarization programme.
After; appointment a formal letter is issued to the independent directors outlining his/her roles, functions, duties and responsibilities.
Board evaluation
The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis 6f the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings.
In a separate meeting of independent directors, performance of non-independent directors, and performance of the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
Extract of Annual Return
In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013, an extract of Annual Return in Form MGT-9 is appended as âAnnexure Câto the Board''s Report.
Corporate Social Responsibility (CSR)
The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities in accordance with the provisions of Section 135 of the Companies Act, 2013, during the year are set out in âAnnexure Dâ of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. However, the Company has not spent the entire amount 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 governance report, which forms part of this report. The policy is available on the 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 the meetings of the 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 in the Companies Act, 2013.
The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
Committees of the Board
Currently, the Board has four committees: the Audit Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee, and the Stakeholders'' Relationship j Committee.
'' The details of the committees of Board is as detailed in the Corporate governance report 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 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 of the Companies Act, 2013.
The Company has not given any loan, guarantee or provided any security in connection with a loan to any other body corporate or person exceeding the specified limits mentioned under section 186(2) of the Companies Act, 2013.
Further, details of investments made by the Company during the year under review form a part of the financial statements.
Related Party Transactions
The details of Related Party Transactions entered into by the Company are annexed hereto in form AOC-2.
Further, the disclosure of Related Party Transactions in compliance with Accounting Standards form a part of notes to accounts.
Further the Company does not have any holding and subsidiary Company and therefore the related party disclosures as required to be given under Part Aof Schedule 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 as per 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 Board Report as âAnnexure Eâ
Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo
The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act. 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as âAnnexure F" to the Board''s report.
Material changes and commitments
No material changes/ commitments occurred between the end of the financial year of the Company to which financial statements relate and the date of this report.
Policy âon directorâs appointment and remuneration
The current policy of the Company is to have an optimum combination of both executive and independent director to maintain the independence of the Board, and separate its functions of governance and management.
The policy of the Company on director''s appointment and remuneration, including criteria for determining qualifications, independence of director and other matters, as required 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 the nomination and remuneration policy of the Company.
Policies
All our policies are available on our website (www.wallfort.com). The policies are reviewed periodically by the Board and updated based on need.
Corporate governance
Our Corporate governance philosophy: Your Company''s philosophy on Corporate Governance has been to ensure fairness to the shareholders with full transparency and to enhance and retain investor trust. We always seek to ensure that our performance is driven by integrity.
Our Corporate governance report for the financial year ended on March 31, 2018 forms a part of this Annual Report.
Management discussion and analysis
The report on management discussion and analysis as per the Listing Regulations forms integral part of this Annual Report.
Director''s responsibility statement
In accordance with the provisions of Section 134(5) of the Companies Act 2013, the directors of the Company confirm that:
1. In the preparation of the Annual Accounts for the year ended 31s'' March 2018, the applicable Accounting Standards have been followed and there are no material departures;
2. The directors 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 as at 31si March, 2018 and of the profit and 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 adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.
4.â 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 the Company and < that such internal financial controls are adequate and were operating effectively;
6. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Acknowledgements
The Board of Directors acknowledge the continued support and co-operation extended by the statutory authorities, Government authorities, bankers, stock exchange, stakeholders and employees of the Company.
By Order of the Board
For Wallfort Financial Services Limited
Sd I-
Ashok Bharadia
Chairman & Managing Director
(DIN-00407830)
Date: 13th July, 2018.
Place: Mumbai
Mar 31, 2016
Dear Members,
The Board of Directors hereby presents the report of the business and operations of your Company, along with the audited financial statements. for the financial year ended March 31,2016.
Summary of operation a/res u its
The financial results of the Company for the year ended March 31, 2016 as compared to that of previous year are summarized as under
PARTICULARS |
Financial Year 2015-16 |
Financial Year 2014-15 |
Revenue from operations |
167.422,769 |
357,227,044 |
Profit before exceptional and extraordinary items and tax |
95,669,959 |
300,036,319 |
Profit after tax |
72,261,775 |
242,331,752 |
Company''s Affairs
Your Company has earned a total business revenue of Rs 180,893.292/- and the net profit of Rs 72,261,775/â for the financial year 2015-16 as against the revenue of Rs 368,551.450/- and profit of Rs. 242,331.752/- in the previous financial year ended March 31,2015.
Transfer to reserves
No amounts have been transferred to any reserves during the financial year20l 5-16.
Dividend & Transfers to IEPF
Your Board does not recommend any dividend for the financial year ended March 31, 2016. The Company was not required to transfer the amount of any unclaimed/unpaid dividend to Investor Education Protection Fund.
Change In the nature of business
No changes occurred in the nature of business during the financial year ended March 31. 2016 and till the date of issue of this report. -
Deposits
The Company has not accepted any deposits and, as such, no amount of principal or interest is outstanding as of the Balance Sheet date-
Internal Financial Control (IFC}
Your company''s internal control system (including Internal Financial Controls and with reference to Financial statements) ensures efficiency, reliability and completeness of accounting records and timely preparations of reliable financial and management information, compliance with all applicable laws and regulations, optimum utilization and the protection of the Company''s assets.
The Company has appointed M/s. H N Bafna & Co. Chartered Accountants as the Internal Auditors as mandated under Section 1 38 of the Companies Act. 2013 for conducting the Internal Audit of the Company.
Significant and material orders
There are- no significant and material orders passed by the regulators, courts 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.
Share Capital
The Company has not issued any securities during the financial year20l5-l6.
a) Issue of Equity Shares with Differential Rights: The Company has not issued any equity shares with differential rights during the Financial Year 2015-2016;
b) Issue of Sweat Equity Shares: The Company has not issued any Sweat Equity Shares during the Financial Year 2015 - 2016;
c) Issue of Employee Stock Options; The Company has not issued any Employee Stock Options during the Financial Year20l5-2016.
Statutory Auditors
M/s. Kochar & Associates, Chartered Accountants, statutory auditors of the Company holds office as such till the conclusion of the 21 Annual General Meeting of the Company.
The audit committee of the Company has recommended their appointment as the statutory auditors of the company to conduct the statutory audit for the financial year ending on March 31. 2017. Certificate from the auditors with respect to the same has been received to the effect that [here appointment, if made, will be within the limits as prescribed under Section 139 of the Companies Act, 2013,
On the basis of recommendations made by the members of the audit committee, your Board recommends their appointment as the statutory auditors of the company to conduct the statutory audit for the financial year ending on March 31.2017.''
Auditor''s Report
The statements made by the auditors in their report are self-explanatory and doesn''t require any comments by the Board of directors.
Secretarial Auditor
M/s. Priti J, Sheth & Associates, Practicing Company Secretaries were appointed to conduct the secretarial audit of the Company for the financial year 2015-16, as required under section 204 of the Companies Act, 2013 and the rules framed there under. The- Secretarial Audit Report for the financial year 2015-16 forms part of the Annual Report as âAnnexure A to the Board''s Report, the Board has appointed M/s. Priti J. Sheth & Associates, Practicing Company Secretaries as secretarial auditor of the Company for the financial year 2016-17,
Directors comment on qualification or observation
Our secretarial auditors have qualified their report for non-compliance with regards to appointment of a Company Secretary in whole-time employment as mandated under the provisions of Section 203 o; the Companies Act, 2013 and Company Secretary to act as compliance officer of the Company as required under SEBI (LODR) Regulations, 2015.
Explanation: Our Company is in search of favourable candidate to be appointed as a Company secretary and was unable to find the same during the year under review.
Auditorâs certificate on corporate governance
As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. the auditors'' certificate on corporate governance is enclosed as ''Annexure Bâ to the Board''s report. The auditorâs certificate for the financial year ended March 31, 2016 does not contain any qualification, reservation or adverse remarks.
Directors and Key Managerial Personnel
a) Appointments
Mr, Ritesh Chandalia (DIN - 07331596) was appointed as an Additional Non-executive Independent Director of the Company at the meeting of Board of Directors held on March 09. 2016. The said appointment is up to the conclusion of the 21 ''Annual General Meeting of the Company and the company seeks approval of the members for appointing him as a Non Executive Independent Director for 5 cors executive year''s w. e f, 09 M arch. 2016.
b) Re-appointments
During the financial year 2015-16. tenure of Mr. Manoj Bharadia (DIN ¦ 00035305} as Whole-time director of the company expired on October 30, 2015. The Board of directors at their meeting held on October 27, 2015 appointed him as Whole-Time Director for term of 5 years w.e.f. November 01,2015 and the same is to be approved by the members at the 21 ''''AGM.
Further, Mr, Doepak Lahoti (DIM - 01785511) retires by rotation at the 2 T AGM of the Company, Being eligible he has offered himself for re-appointment. The Board of Directors recommend to the members to re-appointment at the 21st AGM.
c) Resignations
Mr. Vijay Gaggar [DIN - 00252600) resigned as independent director of the Company with effect from March 09.2016. The Board places on record its appreciation for the services rendered by him during his tenure with the Company,
Declaration by independent directors
The Company has received necessary declarations from the independent directors under Section 149(7) of the Companies ACS, 2013 stating that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Familiarization programme for independent directors
All new independent directors appointed on the Board attend a familiarization programme details of which are available on our website (www.wallfort.com).
After appointment a formal letter is issued to the independent directors outlining his/her roles, functions, duties and responsibilities format of which is available on our website (www. wallfori.com).
Board evaluation
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of directors on various parameters such as:
a) Board dynamics and relationships
b) Information flows
c) Decision making
d) Relationship with stake holders, etc.
The Companies Act, 2013 states that an annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance of evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.
Extract of Annual Return
in accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013. an extract of Annual Return in Form MGT-9 is appended as" Annexure C" to the Board''s Report.
Corporate Section 31 Responsibility [C SR)
In accordance with the provisions of Section 135 of the Companies Act, 2013. the details with regards to CSR Expenditure incurred by the Company during the financial year 2015-16 is annexed herewith as Annexure Dâ\ However, the Company has not spent the entire amount as required as it was in search of avenues for incurring the same. The CSR policy of the Company is available on the website (www.wallfort.com).
Number of meetings of the Board
The Board met six times during the financial year, the details of which are given in the Corporate governance report and details as required under Standard 9 of Secretarial Standard 1 on Board Meetings are attached as "Annexure E". The maximum interval between any two meetings did not exceed 120 days, as prescribed to the Companies Act, 2013.
Committees of the Board
Currently, the Board has four committees: the audit Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee, and the Stakeholders'' Grievance Committee.
The details of the committees or Board is as detailed in the Corporate governance report 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 the non-executive directors apart from sitting fees paid to them for attending Board and Committee meetings.
Particulars of loans, guarantees or investments under section 136 of the Companies Act, 2013
The Company has not given any loan, guarantee or provided any security in connection with a loan to any other body corporate or person exceeding the specified limits mentioned under section 185(2} of the Companies Act, 2013.
Further, details of investments made by the Company during the year under review form a part of the financial statements.
Related Party Transactions
The details or Related Party Transactions entered into by the Company which are at Arm''s Length Price and in Ordinary Course of Business are provided in Notes to Accounts of the Financial Statements, Further details of transactions at Arm''s Length Price are annexed hereto in form AOC-2.
Further the Company does not have any holding and subsidiary Company and therefore the related party disclosures as required to be given under Part A of Schedule V of SEBI (LOD R) Regulations. 2015 arc not applicable.
Particulars of remuneration to directors, key managerial person sand employees
The ratio of the remuneration of each director to the median employee''s remuneration as per 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 Board Report as âAnnexure Fv,
Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo
The particulars as prescribed under sub-section (3}(m) of Section 134 of the Companies Act. 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as Annexure Gâ 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 executive and independent directors to maintain the independence or the Board, and separate its functions of governance and management. On March 31, 2016 the Board consists of eight members, four of which are executive whole-time directors, and other four are independent directors.
The policy of the Company on director''s appointment and remuneration, including criteria for determining qualifications, independence of director and other matters, as required under Section 178(3} of the Companies Act, 2013 is available on our website (www,watlfbrt:^om). There has been no change in ihe policy since the last financial year. We avow that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.
Policies
The SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015 mandated the formulation of certain policies for all listed companies All our corporate governance policies are available on our website (www. wa/Zfort. com), The policies are re viewed periodically by the Board and updated based on need,
Listing Agreement
The Securities and Exchange Board of India (''SEBI''), on September 2, £015 issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with a view to consolidate and align the provisions of Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations became effective on December 1. 2015 and accordingly all the listed entities were entitled to execute the new listing agreement within six months from the effective date.
The Company entered into the same with BSE Limited on February, 2010.
Green initiatives
Electronic copies of the Annual Report 2015-16 and notice of the 21st Annual General Meeting shall be sent to all members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their email addresses, physical copies shall be sent in the permitted mode.
Corporate governance
Our Corporate governance philosophy: Your Company''s philosophy on Corporate Governance has been to ensure fairness to the shareholders with full transparency and to enhance and retain investor trust. We always seek to insure that our performance is driven by integrity.
Our Corporate governance report for the financial year ended on March 31, 2016 forms a part of this Annual Report.
Management discussion and analysis
The report on management discussion and analysis as per the SEBI Listing Obligations and Disclosures Requirements), Regulations, 2015 forms integral part of this Annual Report.
Director''s responsibility statement
In accordance with the provisions of Section 134(5) of the Companies Act 2013, the directors of the Company confirm that:
1. In the preparation of the Annual Accounts for the year ended 31st March 2016, the applicable Accounting Standards have been followed and there are no material departures;
2. The directors 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 as at 31" March. 2016 and of the profit and 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 adequate accounting records in accordance with [he provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.
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 the Company and that such internal financial controls are adequate and were operating effectively;
6. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Acknowledgements
The Board of Directors of acknowledge the continued support and co-operation extended by the statutory authorities. Government authorities, bankers, stock exchange, stakeholders and employees of the Company.
By Order of the Board
For Wallfort Financial Services Limited
Sdl-
Ashok Bharadia
Chairman & Managing Director
(DINâ 00407030)
Date: 11th August, 2016
Place- Mumbai
Mar 31, 2014
Dear Members.
The Directors'' have pleasure in presenting their 19th Annual Report
together with the Audited Statem ent of Accounts for the year ended
March 31 st 2014.
FINANCIAL RESULTS
The financial results of the Company for the year ended March 31st 2014
compared to the previous year are summarized below:
(Rs. in millions)
PARTICULARS Years Ended Years Ended
31.03.2014 31.03.2013
Gross Profit ( ) Loss (-) After
Interest But Before 24.38 (39.13)
Depriciation & Taxation
Depreciation (3.01) (3.23)
Profit Before Income Tax After
Depreciation 21.37 (42.36)
Short Provision of Earlier Years - -
Prior Period Expenses - -
Provision For Taxation (0.47) (18.40)
Net Profit After Tax 21.85 (23.96)
PERFORMANCEAND FUTURE PROSPECTS
The performance of the Company has been satisfactory due to good market
condition. The Company has seen some gains from the investing/trading
of shares and securities. The Stock markets have been showing positive
signs and it is expected that the trend shall continue in future.
DIVIDEND
The Directors do not recommend any dividend for the Financial Year
ended 31 stMarch, 2014.
SHIFTING OF REGISTERED OFFICE
During the Financial year 2013-14, the registered office of the company
shifted from 205, Gundecha Chambers, N.M.Road, Fort, Mumbai to 205A,
Hari Chambers, S B Marg, Fort, Mumbai, that is within t he local limits
and the same Jurisdiction.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement entered into with the
stock Exchanges, a report on Corporate Governance and a certificate
obtained from the Statutory Auditors confirming compliance thereto, is
given in Annexure to this Report.
DIRECTORS
Duri ng the year under review, there were changes i n the Composition
of Board of Di rectors.
Mr. Anil Parekh and Mr.Anil Jain resigned from the Board with effect
from 28thApril 2014.
Mr. Ashok Bharadia was appointed as the new Chairman and the Managing
Director of the Company with effect from 28thApril 2014, for a period
of 5 consecutive years. The approval of the shareholders fo r his
appointment is being sought at the forthcoming AGM.
Mr. Deepak Lahoti and Mr. Yash Golechha were appointed as Wholetime
Director for a further period of 3 years w. e. f. April 1,2014. The
approval of the shareholders for their appointment is being sough t at
the forthcoming AGM
It is proposed to appoint Mr. Promod Gupte (DIN-02804813), Mr. Ajay
Mantri (DIN- 01600060), Mr Vijay Gaggar (DIN - 00252600) and Mr.
Krishnagopal Biyani DIN - 01319264),as Independent Directors for a
fresh period of 5 consecutive years to comply with the provision of
Section 149, 150, 152 and any o ther applicable provisions of the
Companies Act, 2013 read with Companies (Appointment and Qualification
of Directors) Rules, 2014 of Company.
In accordance with provisions of Companies Act, 2013 Mr. Yash Golechha
retires by rotation at ensuing Annual General Meeting and being
eligible has offered himself for reappointment. The Board recommen ds
his re- appointment at Annual General Meeting.
Brief details of the Directors being reappointed have been incorporated
in the Notice for the ensui ng Annual General Meeting pursuant to
Clause 49(iv) (g) (i) of Listing Agreement.
AUDITORS
The Statutory Auditors M/s. Kochar & Associates, Chartered Accountants
hold office until the conclusion of the ensuing Annual General Meeting
and are recommended for re-appointment. Certificate from the Auditors
has been received to the effect that their re-appointment if made,
would be within limits prescribed under Section 139 of the Companies
Act, 2013.
PARTICULARS ON ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN
EXCHANGE EARNINGAND OUTGO.
In the view of the nature of activities being carried on by the
Company, Rules 2A and 2B of the Com panies (Disclosure of Particulars
in the Rfeport of Board of Directors) Rules, 1988, concerning
conservation of energy and technology absorption respectively, are not
applicable to the Company.
Foreign Exchange Earnings and Outgo:
Foreign Exchange earnings : Nil
Foreign Exchange outgo : Nil
PARTICULARS OF EMPLOYEES
There is no employee covered under the provisions of Section 217(2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975 as amended.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors,
based on the re presentations received from operating Management, and
after due enquiry, confirm that:
1. In the preparation of annual accounts, the applicable accounting
standards have been followed and there has been no material departures;
2. That the Directors had 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 financial year and of the profit or
loss of the Company for that period.
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
4. That the Directors have prepared the annual accounts on a going
concern basis.
5. Proper systems are in place to ensure compliance of all laws
applicable to the Company.
ACKNOWLEDGMENTS
The Board of Directors of acknowledge the continued the support and
co-operation extended by the Statutory Authorities, Government
Authorities, Bankers, Stock Exchange, Stake holders and employees of
the Company.
By Order of the Board
For WALLFORT FINANCIAL SERVICES LIMITED
Place: Mumbai ASHOK BHARADIA
Date : 13th August 2014 CHAIRMAN & MANAGING DIRECTOR
DIN: 00407830
Mar 31, 2013
Dear Members.
The Directors'' have pleasure in presenting their Eighteenth Annual
Report together with the Audited Statement of Accounts for the year
ended March 31,2013.
FINANCIAL RESULTS
The financial results of the Company for the year ended March 31, 2013
compared to the previous year are summarized below:
(Rs. in Lakhs)
PARTICULARS Years Ended Years Ended
31.03.2013 31.03.2012
Gross Profit ( ) Loss
(-) After Interest
But Before (391.32) (584.80)
Depriciation & Taxation
Depreciation 32.24 34.86
Profit Before Income Tax
After Depreciation (423.56) (619.66)
Short Provision of Earlier Years
Prior Period Expenses
Provision For Taxation (184.00) (130.48)
Net Profit After Tax (239.56) (489.18)
PERFORMANCE AND FUTURE PROSPECTS
Looking at the challenging market conditions in FY13 the performance of
the company has been satisfactory. The company reduced it loss by
focusing on lowering costs. The company maintained its performance on
the brokerage side of the business. The Stock Markets earlier were very
buoyant but lately have lacked in direction. The forthcoming election
and developing global economic conditions will guide the future course
for the markets.
DIVIDEND
The Directors do not recommend any dividend for the year 2012-2013.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement entered into with the
stock Exchanges, a report on Corporate Governance and a certificate
obtained from the Statutory Auditors confirming compliance thereto, is
given in Annexure to this Report.
DIRECTORS
During the year under review, following were the changes in the
Composition of Board of Directors.
In accordance with provisions of Companies Act, 1956, and the Articles
of Association of the Company
Mr. Ashok Bharadia & Mr. Vijay Gaggar retires by rotation at ensuing
Annual General Meeting and are eligible reappointments.
Brief details of the Directors being reappointed have been incorporated
in the Notice for the ensuing
Annual General Meeting pursuant to Clause 49(iv)(g)(i) of Listing
Agreement.
AUDITORS
The Statutory Auditors M/s. Kochar & Associates, Chartered Accountants
hold office until the conclusion of the ensuing Annual General Meeting
and are recommended for re-appointment. Certificate from the Auditors
has been received to the effect that their re-appointment if made,
would be within limits prescribed under Section 224(1 B) of the
Companies Act, 1956.
PARTICULARS ON ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN
EXCHANGE EARNING AND OUTGO.
In the view of the nature of activities being carried on by the
Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988, concerning conservation
of energy and technology absorption respectively, are not applicable to
the Company.
Foreign Exchange Earnings and Outgo:
Foreign Exchange earnings Nil
Foreign Exchange outgo Nil
PARTICULARS OF EMPLOYEES
There is no employee covered under the provisions of Section 217(2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975 as amended.
DIRECTORS''RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors,
based on the representations received from operating Management, and
afterdue enquiry, confirm that:
1. in the preparation of annual accounts, the applicable accounting
standards have been followed and there has been no material departures;
2. that the Directors had 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 financial year and of the
profit or loss of the
Company forthat period.
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
4. That the Directors have prepared the annual accounts on a going
concern basis.
5. Proper systems are in place to ensure compliance of all laws
applicable to the Company.
AUDITORS''REPORT
The Auditors'' Report is unqualified. The notes to the Accounts referred
to in the Auditors'' Report are self- explanatory and therefore do not
call for any further clarification under Section 217(3) of the
Companies Act, 1956.
ACKNOWLEDGMENTS
The Directors take this opportunity to thank all the employees,
shareholders, bankers to the Company, The Securities & Exchange Board
of India, The Stock Exchange, Mumbai, other Government Agencies and
valued clients for their support and co-operation during the year under
review.
By Order of the Board
For WALLFORT FINANCIAL SERVICES LIMITED
Place: Mumbai ANIL JAIN
Date: 14/8/2013 Chairman & Managing Director
Mar 31, 2012
To The Shareholders of Wallfort Financial Services Limited
The Directors present their Seventeenth Annual Report and the Audited
Statements of Accounts for the financial year ended on 31st March 2012.
Financial Results
(Amt Rs. In Lakhs)
PARTICULARS 2011-2012 2010-2011
Gross Profit ( )Loss(-) After Interest
But Before Deprecation & Taxation (584.80) 530.62
Depreciation 34.86 35.27
Profit Before Income Tax After Depreciation (619.66) 495.35
Short Provision of Earlier Years - -
Prior Period Expense - -
Provision For Taxation 130.48 106.08
Net Profit After Tax (489.18) 389.27
Balance carried forward from last year 5415.27 5026.00
Balance carried forward to Balance Sheet 4926.09 5415.27
Performance and Future Prospects
The performance of the company has been satisfactory due to good market
condition. The company has seen some gains from the investing/trading
of shares and securities. The Stock markets have been showing positive
signs and it is expected that the trend shall continue in future.
Dividend
The Directors do not recommend any dividend for the year 2011-2012.
Directors
Mr. Ajay Mantri and Mr. Anil Parekh who retire by rotation at the
ensuing Annual General Meeting are proposed to be re-appointed.
Directors Responsibility Statement As Per Section 217 (2AA)
The Board of Directors hereby confirms that:
I. that in the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with the proper
explanation relating to material departures;
ii. that the Directors had 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 financial year and of the
profit or loss of the Company for that period;
iii. that the Directors had taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv. that the Directors had prepared the Annual Accounts on a going
concern basis.
Auditors Report
The observation made in the Auditors Report are self -explanatory and
therefore no further comments are required under Section 217 (3) of the
Companies Act, 1956.
Auditors
M/s. Kochar & Associates, Chartered Accountants appointed as the
Auditors of the Company, retire at the conclusion of this Annual
General Meeting and being eligible, offer themselves for re-appointment
The Board recommends their re-appointment .The Company has received
their consent pursuant to Section 224 (1B) of the Companies Act, 1956.
Particulars of Employees
During the year under review there were no employees who were in
receipt of the remuneration beyond the limits prescribed under Section
217 (2A) of the Companies Act, 1956 and therefore no disclosures need
to be made under the said section.
Corporate Governance
The amendments to the Companies Act, 1956 and the listing agreements
executed with the Stock Exchanges require compliance with specified
Corporate Governance practices. A detailed Report on Corporate
Governance approved by the Directors is annexed. A certificate on
compliance of Corporate Governance requirements issued by the Statutory
Auditors of the company in pursuance to clause 49 of the listing
agreement is placed with the report on Corporate Governance.
Conservation of Energy. Technological Absorption and Foreign Exchange
Earnings and Outing
The Company is not engaged in any manufacturing activity and therefore
there are no particulars to be disclosed under the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988. Foreign Exchange Details are as follows:
Inflow: Rs Nil Outflow: Rs 67,499/-
Acknowledgement
The Directors take this opportunity to thank all the employees,
shareholders, bankers to the Company, The Securities & Exchange Board
of India, The Stock Exchange, Mumbai, other Government Agencies and
valued clients for their support and co-operation during the year under
review.
By and on behalf of the Board
for WALLFORT FINANCIAL SERVICES LIMITED
Sd/-
Anil Jain
Chairman & Managing Director
Place: Mumbai
Date: 21/08/2012
Mar 31, 2010
The Directors present their Fifteenth Annual Report and the Audited
Statements of Accounts for the financial period ended on 31st March
2010.
Financial Results
The bird eye view of the summarized financial highlights is depicted
below:
(Amt.Rs.In Lakhs)
For the year For the year
PARTICULARS ended March
31,2010 ended March
31,2009.
Gross Profit (+)Loss(-)
After Interest
But Before Deprecation &
Taxation 2597.52 -260.13
Depreciation 42.78 39.09
Profit Before Income Tax
After Depreciation 2554.73 -299.22
Short Provision of Earlier
Years 25.44 397.25
Prior Period Expenses 4.84 76.00
Provision For Taxation 546.74 10.68
Net Profit After Tax 2018.92 -783.15
Balance carried forward
from last year 3007.08 3790.23
Balance carried forward to
Balance Sheet 5026.00 3007.08
Performance and Future Prospects
The performance of the Company has been satisfactory due to good market
condition. The Company has seen some gains from the investing/trading
of shares and securities. The Stock markets have been showing positive
signs and it is expected that the trend shall continue in future.
Dividend
To conserve the funds, the Directors do not recommend any dividend for
the year 2009-2010.
Directors
During the year under review, following were the changes in die
Composition of Board of Directors:
Mr. Anil Parekh and Mr. Vijay Gaggar who retire by rotation at the
ensuing Annual General Meeting are proposed to be re-appointed.
Mr. Anil Jain whose term for Managing Director ends on 18* September
2010 shall be re-appointed subject to members approval at the ensuing
Annual General Meeting.
Mr. Pramod Gupte was appointed as Additional Director, pursuant to
Section 260 of the Companies Act, 1956; he holds office upto die date
of ensuing Annual General Meeting and being eligible offer himself for
appointment.
Mr. Deepak Lahoti & Mr. Yash Golechha were appointed as Wholetime
Director w.e.f. 01" April 2009 and the Shareholders have approved their
appointment at the Annual General Meeting dated SO* September 2009.
Directors Responsibility Statement As Per Section 217 (2AA) of the
Companies Act. 1956
The Board of Directors hereby confirms that:
i. that in the preparation of the Annual Accounts, die applicable
accounting standards had been followed along with the proper
explanation relating to material departures;
ii. that the Directors had selected such accounting policies and
applied them consistently and made j udgments and estimates that are
reasonable and prudent so as to give a true and fair view of die state
of affairs of the Company at the and of the financial year and of the
profit or loss of the Company for that period;
iii. that the Directors had taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of die Companies Act, 1956, for safeguarding the assets of
me Company and for preventing and detecting fraud and otiier
irregularities;
iv. mat me Directors had prepared the Annual Accounts on a going
concern basis.
Auditors Report
The observation made in die Auditors Report are self explanatory and
therefore no further comments are required under Section 217 (3) of the
Companies Act, 1956.
Auditors
M/s. Kochar & Associates, Chartered Accountants appointed as the
Auditors of the Company, retire at die conclusion of this Annual
General Meeting and being eligible, offer themselves for re-appointment
.The Board recommends dieir re-appointment .The Company has received
their consent pursuant to Section 224 (IB) of the Companies Act, 1956.
Particulars of Employees
During the year under review there were no employees who were in
receipt of the remuneration beyond die limits prescribed under Section
217(2A) of die Companies Act, 1956 and therefore no disclosures need to
be made under die said section.
Corporate Governance
The amendments to the Companies Act, 1956 and die listing agreements
executed with the Stock Exchanges require compliance with specified
Corporate Governance practices. A detailed Report on Corporate
Governance approved by die directors is annexed. A certificate on
compliance of Corporate Governance requirements issued by me Statutory
Auditors of die company in pursuance to clause 49 of the listing
agreement is placed with the report on Corporate Governance.
Conservation of Energy. Technological Absorption and Foreign Exchange
Earnings and Outing
The Company is not engaged in any manufacturing activity and therefore
diere are no particulars to be disclosed under die Companies
(Disclosure of Particulars in die Report of the Board of Directors)
Rules, 1988. Foreign Exchange Details are as follows :
Inflows :Rs. Nil Outflows: Rs. 552138/-
Acknowledgement
Your Directors take this opportunity to thank all the Employees,
Shareholders, Bankers to the Company, The Securities & Exchange Board
of India, Bombay Stock Exchange, other Government Agencies and esteemed
clients for their support and co-operation during the year under
review.
By and on behalf of the Board
for WALLFORT FINANCIAL SERVICES LIMITED
Sd/-
AnilJain
Chairman & Managing Director
Place: Mumbai
Date:05th August 2010