Mar 31, 2018
To,
The Members,
The Directors have pleasure in presenting the Twenty Fourth Annual Report of the Company with the Audited Financial Statements and the Auditorâs Report of your Company for the financial year ended 31st March, 2018.
1. COMPANY BACKGROUND
India Finsec Limited (âthe Companyâ) is a RBI registered Non-Banking Financial Company (âNBFCâ). The registered office of the Company is situated at D-16, First Floor, Above ICICI Bank, Prashant Vihar, Sector-14, Rohini, Delhi-110085. The Company was incorporated on August 10, 1994. The Company has its Equity Shares listed at BSE Limited.
2. BUSINESS OVERVIEW
The Company is engaged in the business of financing, Inter Corporate Deposits, Personal Loans, IPO funding, funding against shares and securities and Long against Property (LAP) to the individuals and Body Corporate.
Your Company posted Total income and Net Profit of Rs. 5,88,74,302/- and Rs. 1,22,66,830/- respectively as on March 31, 2018 as against Rs. 9,11,92,080/- and Rs. 1,69,64,885 respectively in the previous year.
Despite facing the stiff competition, the Company registered substantial growth in terms of its revenue from business operations. Your Company has been able to achieve substantial market share, steady price for its products by taking up newer challenges.
STATEMENT OF AFFAIRS
The Companyâs Performance during its Twenty Fourth years of Operations is summarized below:
FINANCIAL RESULTS
Particulars |
Financial year ended (in Rs.) |
|||
Standalone |
Consolidated |
|||
March 31, 2018 |
March 31, 2017 |
March 31, 2018 |
March 31, 2017 |
|
Total Income |
5,88,74,302.00 |
9,11,92,080.00 |
7,00,52,062.00 |
9,13,46,463.00 |
Total Expenditure |
4,24,09,334.00 |
6,71,33,379.00 |
5,41,73,127.00 |
6,72,83,130.00 |
Profit/(Loss) before tax |
1,64,64,968.00 |
2,40,58,701.00 |
1,58,78,935.00 |
2,40,63,333.00 |
Profit/(Loss) after tax |
1,22,66,830.00 |
1,69,64,885.00 |
1,15,07,076.00 |
1,69,91,054.00 |
Paid- up Share Capital |
24,94,17,150.00 |
24,94,17,150.00 |
24,94,17,150.00 |
24,94,17,150.00 |
Reserves and Surplus |
19,72,78,982.00 |
18,49,07,218.00 |
20,37,40,146.00 |
18,51,80,769.00 |
3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managementâs Discussion and Analysis is set out in the Annual Report.
4. DIVIDEND
The Board of Directors of the Company has decided not to declare any dividend for the financial year under consideration.
5. TRANSFER TO GENERAL RESERVES
As the company has not declared any dividend, therefore, the Company has not proposed to carry any sum to the General Reserves of the Company for the period under consideration.
6. CHANGES IN THE NATURE OF BUSINESS
The Company is engaged in the business of Financing, Inter Corporate Deposits, advancing personal loans, funding of IPO, funding against shares and securities, loan against properties to individuals & companies etc. However, there has been no change in the nature of business during the year under review by the Company.
7. MATERIAL CHANGES AND COMMITMENTS
There is no material change which may affect the financial position of the Company between the financial year and up to the date of this report.
8. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companyâs internal financial controls were adequate and effective during the financial year 2017-18.The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.
9. PUBLIC DEPOSITS
During the year under review, the company has not accepted any deposit under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 1975.
10. AUDITORS STATUTORY AUDITOR
M/s V.N. Purohit & Co., Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment.
The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 139(2) of the Companies Act, 2013 and that they are not disqualified for such reappointment within the meaning of Section 139(1) of the said Act.
Auditorâs Report
The Auditorâs Report for financial year ended 2018, does not contain any qualification, reservation or adverse remarks. All Observations made in the Independent Auditorsâ Report and Notes forming part of the Financial Statements are self explanatory and do not call for any further comments and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year. The Auditorâs report is enclosed with the financial statements in this Auditorâs Report.
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 has appointed Ms. Rachna Bhasin (CP No.: 12952, ACS: 23539), Practicing Company Secretary, to undertake the secretarial audit of the Company for the Financial Year 2017-2018.
Secretarial Audit Report
The Secretarial Audit Report for the financial year ended March 31, 2018 does not contain any qualification, reservation or adverse remark. A copy of Secretarial Audit Report as provided by Company Secretary in Practice has been annexed with the Report. (Annexure-I)
INTERNAL AUDITOR
Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed M/s Bansal Mangal Singhal & Goyal, Chartered Accountants, as an Internal Auditor of the Company, to check the internal controls and functioning of the activities of the Company and also recommends way of improvement. They have provided Internal Audit Report of the Company for the financial year ended March 31, 2018. The Internal audit is carried out quarterly basis and the report is placed in the Audit Committee Meeting and Board Meeting for their consideration and direction.
COST AUDITOR
The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.
11. SHARE CAPITAL
The paid up equity share capital as on March 31, 2018 was Rs. 24,94,17,150/-. During the year under review:
A. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any equity shares with differential rights so no disclosure is required as per Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014.
B. ISSUE OF SWEAT EQUITY SHARES
The Company has not issued sweat equity shares, so no disclosure is required as per Rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.
C. ISSUE OF EMPLOYEE STOCK OPTIONS
The Company has not issued employee stock options, so no disclosure is required as per Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014.
D. PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARE BY EMPLOYEES OR BY TRUSTEE FOR THE BENEFIT OF EMPLOYEES
The Company has not made any provision for purchase of its own share by employees or by trustee for the benefit of employees so no disclosure is required as per Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014.
E. ISSUE OF SHARES ON PREFERENTIAL BASIS
The Company has not issued any share on preferential basis during the year.
12. LISTING FEES
The Company has paid the Annual Listing Fees to the Bombay Stock Exchange Limited (BSE) for the financial year ended March 31, 2018.
13. EXTRACT OF THE ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013 an extract of the Annual Return in Form No. MGT - 9 as âAnnexure-IIâhas been enclosed with the Boardâs Report.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy, technology absorption, foreign exchange and outgo are as follows:
A. CONSERVATION OF ENERGY
Company is not engaged in any manufacturing or processing activity, as such particulars required to be given in terms of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, regarding conservation of energy are not applicable.
B. TECHNOLOGY ABSORPTION
Company is not engaged in any manufacturing or processing activity, as such particulars required to be given in terms of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, regarding Technology absorption are not applicable.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
There has been no expenditure and/or earning in foreign exchange.
15. POLICIES
There has been no change in the following policies during the financial year 2017-18:
- Policy on Preservation of Documents and Archives Management as per Regulation 9 and 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
- Policy for Disclosure of events/ information and Determination of materiality as per Regulation 30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
- Policy on Materiality of Related Party Transactions as per Regulation 23(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
- Risk Management Policy
- Policy for determining âmaterialâ subsidiaries as per Regulation 16(1)(c) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015.
Such Policies are available on the website of the Company i.e. http: / / www.indiafinsec.com/ corporate-governance /
16. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED
During the financial year 2017-18, no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.
17. CORPORATE SOCIAL RESPONSIBILITY
Pursuant to provision of Section 135 of the Companies Act, 2013, every company having a Net Worth of Rupees Five Hundred Crore (Rs.500 Crore) or more or Turnover of Rupees Thousand Crore (Rs.1000 Crore) or more or Net Profit is Rupees Five Crore (Rs.5 Crore) or more during any financial year, is required to constitute a Corporate Social Responsibility Committee (âCSR Committeeâ) of the Board. But this provision is not applicable on our company; because in any previous financial year (including 2017-2018) our company has not reached this limit.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As on the date of report, the Board of Directorâs consists of the following members:
S. No. |
Name of Director |
Designation |
DIN |
Date of Appointment |
1 |
Mr. Gopal Bansal |
Managing Director |
01246420 |
16.01.2016 |
2 |
Mr. Mukesh Sharma |
Director |
00274217 |
16.01.2016 |
3 |
Mr. Basant Mittal |
Independent Director |
06462662 |
28.12.2012 |
4 |
Ms. Charu Goyal |
Independent Director |
06464406 |
28.12.2012 |
A. DIRECTORS
There is a change in the designation of Mr. Mukesh Sharma from Whole-Time director to Non-Executive director of the Company with effect from 14th August, 2017. Mr. Mukesh Sharma retires by rotation and being eligible has offered himself for re-appointment.
B. CHIEF FINANCIAL OFFICER
There is no appointment, resignation or any other changes in the position of the Chief Financial Officer of the Company.
C. COMPANY SECRETARY & COMPLIANCE OFFICER
There is no appointment, resignation or any other changes in the position of the Company Secretary and Compliance Officer of the Company.
19. REMUNERATION OF KEY MANANGERIAL PERSONNEL
Mr. Gopal Bansal (Managing Director) the Key Managerial Personnel of the Company be paid Gross monthly remuneration of Rs.1,00,000/- (Rupees One Lakh Only) subject to the increment as decided by the Board of Directors of the Company from time to time on the basis of his performance and policy of the Company.
Mr. Manoj Kumar Gupta (Chief Financial Officer), the Key Managerial Personnel of the Company be paid Gross monthly remuneration of Rs. 80,000/- (Rupees Eighty Thousand Only) subject to the increment as decided by the Board of Directors of the Company from time to time on the basis of his performance and policy of the Company.
Ms. Varsha Bharti (Company Secretary), the Key Managerial Personnel of the company be paid Gross monthly remuneration of Rs. 35,000/- (Rupees Thirty Five Thousand Only) subject to the increment as decided by the Board of Directors of the Company from time to time on the basis of her performance and policy of the Company.
20. DECLARATION BY THE INDEPENDENT DIRECTOR
The Company has received declarations from all the Independent Directors (Mr. Basant Mittal and Ms. Charu Goyal) of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Listing Regulations.
21. PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company.
The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Stakeholder Relationship committee. The Directors expressed their satisfaction with the evaluation process. The Board of Directors reviewed all the laws applicable on the company, prepared by the company and taking steps to rectify instances of non-compliances.
22. NUMBER OF MEETINGS OF THE BOARD
The Board of Directors duly met 16 (Sixteen) times during the year, in respect of which notices were given and the proceedings were recorded and signed. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. The details of Board meetings and the attendance of Directors in such meetings are given in the Corporate Governance Report forming part of this Annual Report.
23. COMMITTEES AND THEIR MEETINGS AUDIT COMMITTEE
The Company has an Audit Committee comprising Mr. Basant Mittal (Independent Director), Ms. Charu Goyal (Independent Director), Mr. Gopal Bansal (Managing Director) and Ms. Varsha Bharti (Secretary of the Audit Committee). The terms of reference of the Audit Committee inter-alia include overseeing financial reporting process, reviewing the financial statements and recommending appointment of Auditors. All the recommendations made by Audit Committee were accepted. The details of the Audit Committee and the attendance of its members are provided in the Corporate Governance Report.
During the year 4 (Four) Audit Committee Meetings were held.
NOMINATION AND REMUNERATION COMMITTEE
The Company has a Nomination & Remuneration Committee of Directors in compliance with provisions of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committeeâs scope of work includes nominate the directors as per their qualifications, experience and positive attributes, deciding on remuneration and policy matters related to remunerations of Directors and laying guidelines for remuneration package or compensation.
The Committee comprises of Mr. Basant Mittal (Independent Director), Ms. Charu Goyal (Independent Director) and Mr. Mukesh Sharma (Non-Executive Director). The details of the Nomination and Remuneration Committee Committee and the attendance of its members are provided in the Corporate Governance Report.
During the year 4 (Four) Nomination and Remuneration Meetings were held.
Nomination and Remuneration Policy
The details of Nomination and Remuneration Policy are covered in the Corporate Governance Report. It is hereby affirmed that the remuneration paid is as per Remuneration Policy of the Company. The Nomination & Remuneration Policy is attached with this report as an Annexure III.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has a Stakeholder Relationship Committee of directors to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices/annual reports, etc.
The Committee comprises of Mr. Basant Mittal (Independent Director), Ms. Charu Goyal (Independent Director) and Mr. Gopal Bansal (Managing Director). The details of the Stakeholders Relationship Committee and the attendance of its members are provided in the Corporate Governance Report.
During the year 4 (Four) Stakeholders Relationship Committee Meetings were held.
Details of establishment of Vigil Mechanism/Whistle Blower Policy for Directors and Employees
The Company has a well framed vigil mechanism/whistle blower policy for its directors and employees. The company believes on the honesty, integrity, ethics, transparency and good conduct for its professional environment and provides such kind of environment to its employees and directors and always encourages its team to follow such standards in their activities. The directors, employees and other team members are free to report on the issues which require genuine concern. An Audit Committee of the Board of directors has the responsibility to review the functioning of vigil mechanism and the same has been performed by the committee periodically.
This policy is explained in corporate governance report and also posted on the website on http://www.indiafinsec.com/corporate-governance/ under Corporate Governance section.
RISK MANAGEMENT COMMITTEE
The Board of Directors has constituted a Risk Management Committee to minimize or mitigate the risk involved in the business activities of the Company.
The Committee comprises of Mr. Basant Mittal (Independent Director), Ms. Charu Goyal (Independent Director) and Mr. Gopal Bansal (Managing Director). The details of the Risk Management Committee and the attendance of its members are provided in the Corporate Governance Report.
During the year 3 (Three) Risk Management Committee Meetings were held.
RISK MANAGEMENT POLICY
In accordance with Regulation 17(9) of the SEBI(LODR) Regulations, 2015 and Section 134(3) of the Companies Act, 2013, the board members were informed that the Company has a robust Risk Management framework to identify, measure and mitigate business risks and opportunities. This framework seeks to create transparency, minimise adverse impact on the business objective and enhance the Company''s competitive advantage. This risk framework thus helps in managing market, credit and operations risks and quantifies exposure and potential impact at a Company level.
24. DETAILS OF SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANIES
During the year under review, we have one subsidiary company i.e. âIFL Housing Finance Limitedâ and one associate company i.e. âIFL Enterprises Limitedâ. In accordance with Section 129(3) we have prepared the consolidated financial statements of the Company which forms part of this Annual Report.
During the year, investment of Rs. 6,70,00,000/- was made in a subsidiary i.e. IFL Housing Finance Limited. Further, IFL Enterprises Limited reported revenue of Rs. 12,10,67,030/- and profit after tax of Rs. 6,84,542 as compared to revenue of Rs. 3,54,56,028/- and incurred a loss of Rs. 9,27,786 in the last year.
25. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
The performance and financial position of âIFL Housing Finance Limitedâ (Subsidiary) and âIFL Enterprises Limitedâ (Associate) for the financial year 2017-2018 are mentioned below:
The Particulars of Subsidiaries, Associates and Joint Ventures read with Companies (Accounts) Rules, 2014 are attached herewith in Form AOC â 1 as Annexure-IV.
26. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS
Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statement provided in this Annual Report.
27. PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES
The Company has entered into any contract and arrangements with related party and complied with the provisions of section 188 of the Companies Act, 2013. Details of Such Contracts and Arrangements are enclosed as Annexure-V in Form AOC-2.
28. CORPORATE GOVERNANCE CERTIFICATE
The Company believes that the essence of Corporate Governance lies in the phrase âYour Companyâ. It is âYourâ Company because it belongs to you âthe Shareholdersâ. The Chairperson and Directors are âYourâ fiduciaries and trustees. Their objective is to take the business forward in such a way that it maximizes âYourâ long term value. Besides adhering to the prescribed Corporate Governance practices as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company also endeavors to share information with its stakeholders openly and transparently on matters which have a bearing on its economic and reputational interest. The Corporate Governance Report is a part of this Annual report.
A certificate from Secretarial Auditors of the company regarding the compliance of the conditions of Corporate Governance by the Company as stipulated under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also attached to this Annual Report.
29. BRIEF RESUME
As required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company provides a brief resume of Mr. Mukesh Sharma, Whole Time Director (DIN:00274217) of the company who is re-appointed in the Annual General Meeting. The nature of his expertise in specific functional areas, names of the companies in which he has held directorships, his shareholding etc. are furnished in the annexure to notice of the ensuing AGM.
30. HUMAN RESOURCES
The Company strongly believes that in a service industry like banking and finance, it is only through people and their contributions that most of the objectives like offering products to various customer groups and servicing the poor can be achieved. Your Company believes in spreading the risk, and financing of Loans, Inter Corporate Deposits, and Funding of IPO etc. The Management has a healthy relationship with the officers and the Employee.
31. PARTICULARS OF EMPLOYEES
None of the employees of the Company were in receipt of remuneration in excess of limits as prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are mentioned below:
(A) Information as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016
1. Remuneration of each Director and Key Managerial Personnel (KMP) along with particulars of increase in remuneration during the financial year, Ratio of remuneration of Directors to the Median Remuneration of employees.
Name of the Director/ and KMP |
Designation |
Remuneration (Rs. in Lac) 2017-2018 |
Increase (%) |
Ratio of Directorâs Remuneration to Median remuneration including Managing Director |
Ratio of Directorâs Remuneration to Median remuneration excluding Managing Director |
Mr. Gopal Bansal |
Managing Director |
12.00 |
0.00 |
3.82:1 |
3.91:1 |
Mr. Mukesh Sharma* |
Director |
0.90 |
0.00 |
0.29:1 |
0.29:1 |
Mr. Manoj Kumar |
CFO |
9.60 |
0.00 |
3.06:1 |
3.13:1 |
Gupta |
|||||
Ms. Varsha Bharti |
Company Secretary |
3.14 |
16.67 |
1:1 |
1.02:1 |
2. Median remuneration of employees of the Company including Managing Director are Rs.3,13,935/- and Rs. 2,15,733 and median remuneration employees excluding Managing Director are Rs. 3,06,968 and Rs. 1,91,465 for the financial year 2017-18 and 2016-2017 respectively.
3. The Percentage increase in median remuneration of employees (including Managing Director) is 45.52% and median remuneration of employees (excluding Managing Director) is 60.33 % in the Financial Year.
4. Number of permanent employees on the rolls of the Company: 7 (As at 31st March, 2018).
5. Affirmation Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel is as per the remuneration policy of the Company.
* There is a change in designation of Mr. Mukesh Sharma from Whole-Time Director to Non-Executive Director with effect from August 14, 2017.
32. SEXUAL HARRASEMENT
During the Financial Year, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
33. DIRECTORâS RESPONSIBILITY STATEMENT
In accordance with Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013, the Board of Directors of the company informed the members that:
(A) in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(B) 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 and loss of the company for that period;
(C) the directors had 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;
(D) the directors had prepared the annual accounts on a going concern basis; and
(E) 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.
34. FUND UTILIZATION
The Company came up with an Initial Public Offering (âIPOâ or âISSUEâ) in June 2013. The equity shares were listed on the Bombay Stock Exchange Limited (BSE) SME platform on June 10, 2013. The IPO was floated for 60,00,000 Equity shares of Rs. 10/-each at par aggregating to Rs. 600 Lac. Pursuant to the special resolution passed by the members of the Company on dated September 27, 2014, IPO Proceeds will be utilized for the objects other than those mentioned in the prospectus filed with BSE. IPO funds will be utilized for meeting working capital requirements.
35. PREVENTION OF INSIDER TRADING
The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.
36. PRUDENTIAL NORMS & DIRECTIONS OF RBI FOR NBFCS
Your company has complied with all the requirements prescribed by the Reserve Bank of India and has filed the required returns.
37. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE
None of the Directors are related to each other.
38. CODE OF CONDUCT
The Board of Directors have laid down the Code of Conduct which is applicable to members of the Board and all employees in the course of day to day business operations of the company. The Code has been placed on the Companyâs website www.indiafinsec.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.
All the Board Members and the Senior Management personnel have confirmed compliance with the Code.
39. BUSINESS RESPONSIBILITY REPORT
Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015 requires top 500 listed companies based on market capitalization to include business responsibility report. The same is not applicable on our Company. Therefore, no initiative with respect to environmental, social has been taken.
40. CAUTIONARY NOTE
The statements forming part of the Boardâs Report may contain certain forward looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.
41. SECRETARIAL STANDARDS
The Company complies with all applicable secretarial standards.
42. ACKNOWLEDGEMENT
The Board expresses its sincere gratitude to the shareholders, bankers and clients for their continued support. The Board also wholeheartedly acknowledges with thanks the dedicated efforts of all the staff and employees of the Company.
By the Order of the Board
For India Finsec Limited
Sd/- Sd/-
Gopal Bansal Mukesh Sharma
Date: 30.05.2018 Managing Director Director
Place: Delhi DIN-01246420 DIN-00274217
Mar 31, 2016
BOARDâS REPORT
To, The Members,
The Directors have pleasure in presenting the Twenty Second Annual Report of the Company with the Audited Financial Statements and the Auditorâs Report of your Company for the year ended 31st March, 2016.
1. COMPANY BACKGROUND
India Finsec Limited (âthe Companyâ) is a RBI registered Non-Banking Financial Company (âNBFCâ). The registered office of the Company is situated at D-16, First Floor, Above ICICI Bank, Prashant Vihar, Sector-14, Rohini, Delhi-110085. The Company was incorporated on August 10, 1994. The Company has its Equity Shares listed at BSE Limited.
2. BUSINESS OVERVIEW
The Company is engaged in the business of financing, Inter Corporate Deposits, Personal Loans, IPO funding, funding against shares and securities and Long against Property (LAP) to the individuals and Body Corporate.
Your Company has performed remarkably well with Net Profit of Rs. 55,58,346/-as on March 31, 2016 as compared to Net Profit of Rs. 2,49,034/- for the year ended March 31, 2015.
Despite facing the stiff competition, the Company registered substantial growth in terms of its revenue from business operations. Your Company has been able to achieve substantial market share, steady price for its products by taking up newer challenges and was able to achieve 21 times increase in its revenue as compared to last year.
STATEMENT OF AFFAIRS
The Companyâs Performance during its Twenty Second years of Operations is summarized below: FINANCIAL RESULTS
Particulars |
Financial year ended(in Rs.) |
||||
Standalone |
Consolidated |
||||
March 31, 2016 |
March 31, 2015 |
March 31, 2016 |
March 31, 2015 |
||
Total Income |
7,23,90,991.00 |
3,25,83,836.00 |
7,63,12,931.00 |
0.00 |
|
Total Expenditure |
6,43,57,023.00 |
3,22,23,437.00 |
6,64,06,248.00 |
0.00 |
|
Profit/(Loss) before tax |
80,33,968.00 |
3,60,398.00 |
99,06,684.00 |
0.00 |
|
Profit/(Loss) after tax |
55,58,346.00 |
2,49,034.00 |
60,21,427.00 |
0.00 |
|
Paid- up Share Capital |
24,94,17,150.00 |
24,94,17,150.00 |
24,94,17,150.00 |
0.00 |
|
Reserves and Surplus |
16,69,35,081.00 |
16,30,36,613.00 |
17,21,76,957.00 |
0.00 |
3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the Regulation 34(2)(e) of SEBI( Listing Obligations and Disclosure Requirements)Regulations, 2015, the Managementâs Discussion and Analysis is set out in the Annual Report.
4. DIVIDEND
The Board of Directors of the Company has decided not to declare any dividend for the financial year under consideration.
5. TRANSFER TO GENERAL RESERVES
As the company has not declared any dividend, therefore, the Company has not proposes to carry any sum to the General Reserves of the Company for the period under consideration.
6. CHANGES IN THE NATURE OF BUSINESS
The Company is engaged in the business of Financing, Inter Corporate Deposits, advancing personal loans, funding of IPO, funding against shares and securities, loan against properties to individuals & companies etc. But, during the year, the main focus of the Company was on the business of Loan against Property (LAP).However, there has been no change in the nature of business during the year under review by the Company.
7. MATERIAL CHANGES AND COMMITMENTS
The members of the Company in the Extraordinary General Meeting (EGM) held on Monday, February 15, 2016 has reappointed Mr. Gopal Bansal as Managing Director and Mr. Mukesh Sharma as Whole Time Director for further period of five years commencing from January 16, 2016 to January 15, 2021.
There is no material change which may affect the financial position of the Company between the financial year and up to the date of this report.
8. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companyâs internal financial controls were adequate and effective during the financial year 2015-16.The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.
9. PUBLIC DEPOSITS
During the year under review, the company has not accepted any deposit under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 1975.
10. AUDITORS STATUTORY AUDITOR
At the Annual General Meeting held on Tuesday, September 29, 2015, M/s V.N. Purohit & Co. 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 2018. In terms of the first provision to section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s V.N. Purohit & Co. Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders.
Auditorâs Report
The Auditorâs Report for financial year ended 2016, does not contain any qualification, reservation or adverse remarks. All Observations made in the Independent Auditorsâ Report and Notes forming part of the Financial Statements are self explanatory and do not call for any further comments and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year. The Auditorâs report is enclosed with the financial statements in this Auditorâs Report.
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 has appointed Ms. Rachna Bhasin (CP No.: 12952, ACS: 23539), Practicing Company Secretaries, to undertake the secretarial audit of the Company for the Financial Year 2015-2016.
Secretarial Audit Report
The Secretarial Audit Report for the financial year ended March 31, 2016 does not contain any qualification, reservation or adverse remark.A copy of Secretarial Audit Report as provided by Company Secretary in Practice has been annexed with the Report. (Ann exure-I)
INTERNAL AUDITOR
Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed Ms. Richa Sharma, as an Internal Auditor of the Company, to check the internal controls and functioning of the activities of the Company and also recommends way of improvement. She has provided Internal Audit Report of the Company for the financial year ended March 31, 2016. The Internal audit is carried out quarterly basis and the report is placed in the Audit Committee Meeting and Board Meeting for their consideration and direction.
11. SHARE CAPITAL
A. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any equity shares with differential rights so no disclosure is required as per Rule 4(4) of the Companies (Share Capital and Debentures) Rules 2014.
B. ISSUE OF SWEAT EQUITY SHARES
The Company has not issued sweat equity shares, so no disclosure is required as per Rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.
C. ISSUE OF EMPLOYEE STOCK OPTIONS
The Company has not issued employee stock options, so no disclosure is required as per Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014.
D. PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARE BY EMPLOYEES OR BY TRUSTEE FOR THE BENEFIT OF EMPLOYEES
The Company has not made any provision for purchase of its own share by employees or by trustee for the benefit of employees so no disclosure is required as per Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014.
E. ISSUE OF SHARES ON PREFERENTIAL BASIS
The Company has not issued any share on preferential basis during the year.
12. LISTING FEES
The Company has paid the Annual Listing Fees to the Bombay Stock Exchange Limited (BSE) for the financial year ended March 31, 2016.
13. EXTRACT OF THE ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013 an extract of the Annual Return in Form No.MGT - 9 as annexure-II- has been enclosed with the Boardâs Report.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy, technology absorption, foreign exchange and outgo are as follows:
A. CONSERVATION OF ENERGY
Company is not engaged in any manufacturing or processing activity, as such particulars required to be given in terms of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, regarding conservation of energy are not applicable.
B. TECHNOLOGY ABSORPTION
Company is not engaged in any manufacturing or processing activity, as such particulars required to be given in terms of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, regarding Technology absorption are not applicable.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
There has been no expenditure and/or earning in foreign exchange.
15. POLICIES
During the year the Board of Directors of the Company has approved and adopted the following policies:
- Policy on Preservation of Documents and Archives Management as per Regulation 9 and 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
- Policy for Disclosure of events/ information and Determination of materiality as per Regulation 30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
- Policy on Materiality of Related Party Transactions as per Regulation 23(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Such Policies are available on the website of the Company i.e. http://www.indiafinsec.com/corporate-g-ovemance/
Risk Management Policy
The Company has implemented a Risk Management Policy duly approved by the Board of directors and the same is available on the website of the Company i.e. http://www.indiafinsec.com/corporate-governance/.
16. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED
During the financial year 2015-16, no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.
17. CORPORATE SOCIAL RESPONSIBILITY
Pursuant to provision of Section 135 of the Companies Act, 2013, every company having a Net Worth of Rupees Five Hundred Crore (Rs.500 Crore) or more or Turnover of Rupees Thousand Crore (Rs.1000 Crore) or more or Net Profit is Rupees Five Crore (Rs.5 Crore) or more during any financial year, is required to constitute a Corporate Social Responsibility Committee (âCSR Committeeâ) of the Board. But this provision is not applicable on our company; because in any previous financial year (including 2015-2016) our company has not reached this limit.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As on the date of report, the Board of Directorâs consists of the following members:
S. Name of Director Designation DIN Date of Appointment No.
1 |
Mr. Gopal Bansal Managing Director |
01246420 |
16.01.2016 |
2 |
Mr. Mukesh Sharma Whole Time Director |
00274217 |
16.01.2016 |
3 |
Mr. Basant Mittal Independent Director |
06462662 |
28.12.2012 |
4 |
Ms. Charu Goyal Independent Director |
06464406 |
28.12.2012 |
A. DIRECTORS
There is no appointment, resignation or any other changes in the directors of the Company. But Mr. Gopal Bansal and Mr. Mukesh Sharma has re-appointed as Managing Director and Whole Time Director for further five years during the year.
B. WHOLE TIME DIRECTOR
Mr. Mukesh Sharma retires by rotation and being eligible has offered himself for reappointment.
C. CHIEF FINANCIAL OFFICER
There is no appointment, resignation or any other changes in the position of the Chief Financial Officer of the Company.
D. COMPANY SECRETARY & COMPLIANCE OFFICER & INTERNAL AUDITOR
There is no appointment, resignation or any other changes in the position of the Company Secretary of the Company.
19. REMUNERATION OF KEY MANANGERIAL PERSONNEL
Mr. Gopal Bansal (Managing Director) the Key Managerial Personnel of the Company be paid Gross monthly remuneration of Rs.70,000/- (Rupees Seventy Thousand Only) subject to the increment as decided by the Board of Directors of the Company from time to time on the basis of his performance and policy of the Company.
Mr. Mukesh Sharma (Whole Time Director) the Key Managerial Personnel of the Company be paid Gross monthly remuneration of Rs. 20,000/- (Rupees Twenty Thousand Only) subject to the increment as decided by the Board of Directors of the Company from time to time on the basis of his performance and policy of the Company.
Mr. Manoj Kumar Gupta (Chief Financial Officer), the Key Managerial Personnel of the Company be paid Gross monthly remuneration of Rs. 80,000/- (Rupees Eighty Thousand Only) subject to the increment as decided by the Board of Directors of the Company from time to time on the basis of his performance and policy of the Company.
Ms. Richa Sharma (Company Secretary), the Key Managerial Personnel of the company be paid Gross monthly remuneration of Rs. 20,000/- (Rupees Twenty Thousand Only) subject to the increment as decided by the Board of Directors of the Company from time to time on the basis of her performance and policy of the Company.
20. DECLARATION BY THE INDEPENDENT DIRECTOR
The Company has received declarations from all the Independent Directors (Mr. Basant Mittal and Ms. Charu Goyal) of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Listing Regulations.
21. PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company.
The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder relationship committee. The Directors expressed their satisfaction with the evaluation process. The Board of Directors reviewed all the laws applicable on the company, prepared by the company and taking steps to rectify instances of non-compliances.
22. NUMBER OF MEETINGS OF THE BOARD
The Board of Directors duly met 24 (Twenty Four) times during the year, in respect of which notices were given and the proceedings were recorded and signed. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.
23. COMMITTEES AND THEIR MEETINGS AUDIT COMMITTEE
The Company has an Audit Committee comprising Mr. Basant Mittal (Independent Director), Ms. Charu Goyal (Independent Director), Mr. Gopal Bansal (Managing Director) and Ms. Richa Sharma (Secretary of the Audit Committee).The terms of reference of the Audit Committee interalia include overseeing financial reporting process, reviewing the financial statements and recommending appointment of Auditors. All the recommendations made by Audit Committee were accepted.
During the year 5 (Five) Audit Committee Meetings were held.
NOMINATION AND REMUNERATION COMMITTEE
The Company has a Nomination & Remuneration Committee of Directors in compliance with provisions of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committeeâs scope of work includes nominate the directors as per their qualifications, experience and positive attributes, deciding on remuneration and policy matters related to remunerations of Directors and laying guidelines for remuneration package or compensation and
The Committee comprises Mr. Basant Mittal (Independent Director), Ms. Charu Goyal (Independent Director) and Mr. Gopal Bansal (Managing Director).
During the year 2 (Two) Nomination and Remuneration Meetings were held.
Nomination and Remuneration Policy
The details of Nomination and Remuneration Policy are covered in the Corporate Governance Report. It is hereby affirmed that the remuneration paid is as per Remuneration Policy of the Company. The Nomination & Remuneration Policy is attached with this report as an Annexure III.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has a Stakeholder Relationship Committee of directors to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices /annual reports, etc.
The Committee comprises Mr. Basant Mittal (Independent Director), Ms. Charu Goyal (Independent Director) and Mr. Gopal Bansal (Managing Director).
During the year 4 (Four) Stakeholders Relationship Committee Meetings were held.
Details of establishment of Vigil Mechanism/Whistle Blower Policy for Directors and Employees
The Company has a well framed vigil mechanism/whistle blower policy for its directors and employees. The company believes on the honesty, integrity, ethics, transparency and good conduct for its professional environment and provides such kind of environment to its employees and directors and always encourages its team to follow such standards in their activities. The directors, employees and other team members are free to report on the issues which require genuine concern. An Audit Committee of the Board of directors has the responsibility to review the functioning of vigil mechanism and the same has been performed by the committee periodically.
This policy is explained in corporate governance report and also posted on the website on http://www.indiafinsec.com/corporate-governance/ under Corporate Governance section.
RISK MANAGEMENT COMMITTEE
The Board of Directors has constituted a Risk Management Committee to minimize or mitigate the risk involved in the business activities of the Company.
The Committee comprises Mr. Basant Mittal (Independent Director), Ms. Charu Goyal (Independent Director) and Mr. Gopal Bansal (Managing Director).
During the year 3 (Three) Risk Management Committee Meetings were held.
24. DETAILS OF SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANIES
The Company does not have any Joint Venture/Associate Companies but has one Subsidiary i.e. âIFL Enterprises Limitedâ.
During the year, investment of Rs. 1,41,62,685/- was made in a subsidiary i.e. IFL Enterprises Limited. During the year IFL Enterprises Limited reported sales of Rs. 33,76,071/- and Profit after Tax (PAT) Rs. 12,94,046/- as compared to Rs. 3,007/- last year.
25. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
The performance and financial position of âIFL Enterprises Limitedâ (Subsidiary) for the financial year 20152016 are mentioned below:
Particulars |
Period ended31.03.2016 (In Rs.) |
Period ended31.03.2015 (In Rs.) |
||
Revenue from Operations |
33,76,071.00 |
6,73,750.00 |
||
Other Income |
5,45,869.00 |
1,21,221.00 |
||
Expenses for the period |
20,49,226.00 |
7,90,620.00 |
||
Profit/(Loss) before tax from continuing operations |
18,72,714.00 |
4,351.00 |
||
Current Income Tax for the period |
5,55,701.00 |
1,344.00 |
||
Deferred Tax |
22,968.00 |
0.00 |
||
Profit/(Loss) for the period |
12,94,046.00 |
3,007.00 |
The Particulars of Subsidiaries, Associates and Joint Ventures read with Companies (Accounts) Rules, 2014 are attached herewith in Form AOC â 1 as Ann exure-IV.
26. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS
Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statement provided in this Annual Report.
27. PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES
The Company has entered into any contract and arrangements with related party and complied with the provisions of section 188 of the Companies Act, 2013. Details of Such Contracts and Arrangements are enclosed as Annexure-Vin Form AOC-2.
28. CORPORATE GOVERNANCE CERTIFICATE
The Company believes that the essence of Corporate Governance lies in the phrase âYour Companyâ. It is âYourâ Company because it belongs to you-âthe Shareholdersâ. The Chairperson and Directors are âYourâ fiduciaries and trustees. Their objective is to take the business forward in such a way that it maximizes âYourâ long term value. Besides adhering to the prescribed Corporate Governance practices as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company also endeavors to share information with its stakeholders openly and transparently on matters which have a bearing on its economic and reputational interest. The Corporate Governance Report is a part of this Annual report.
A certificate from Secretarial Auditors of the company regarding the compliance of the conditions of Corporate Governance by the Company as stipulated under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also attached to this Annual Report.
29. BRIEF RESUME
As required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company provides a brief resume of Mr. Mukesh Sharma, Whole Time Director (DIN:00274217) of the company who is re-appointed in the Annual General Meeting.
30. HUMAN RESOURCES
The Company strongly believes that in a service industry like banking and finance, it is only through people and their contributions that most of the objectives like offering products to various customer groups and servicing the poor can be achieved. Your Company believes in spreading the risk, and financing of Loans, Inter Corporate Deposits, and Funding of IPO etc. The Management has a healthy relationship with the officers and the Employee.
31. PARTICULARS OF EMPLOYEES
None of the employees of the Company were in receipt of remuneration in excess of limits as prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are mentioned below:
(A) Information as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016
1. Remuneration of each Director and Key Managerial Personnel (KMP) along with particulars of increase in remuneration during the financial year, Ratio of remuneration of Directors to the Median Remuneration of employees.
Name of the Director/ and KMP |
Designation |
Remuneration (Rs. in Lac) 2015-2016 |
Increase (%) |
Ratio of Directorâs Remuneration to Median remuneration |
Mr. Gopal Bansal |
Managing Director |
4.73 |
180.00 |
1.08:1 |
Mr. Mukesh Sharma |
Whole Time Director |
2.40 |
0.00 |
0.55:1 |
Mr. Manoj Kumar Gupta |
CFO |
8.73 |
0.00 |
N.A. |
Ms. Richa Sharma |
Company Secretary |
1.96 |
0.00 |
N.A. |
2. Median remuneration of the Company for all its employees is Rs. 4,35,865/- for the financial year 2015-2016.
3. The Percentage increase in median remuneration of employees in the Financial Year: 18.27%
4. Number of permanent employees on the rolls of the Company: 16 (As at 31st March, 2016).
5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.
Managerial Personnel |
Employees other than Managerial Personnel |
Increase in salary |
Increase in salary |
180.00 |
0.00 |
6. Affirmation Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel is as per the remuneration policy of the Company.
32. SEXUAL HARRASEMENT
During the Financial Year, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
33. DIRECTORâS RESPONSIBILITY STATEMENT
In accordance with Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013, the Board of Directors
of the company informed the members that:
(A) in the preparation of the annual accounts for the financial year ended March 31, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(B) 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 and loss of the company for that period;
(C) the directors had 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;
(D) the directors had prepared the annual accounts on a going concern basis; and
(E) 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 .
34. FUND UTILIZATION
The Company came up with an Initial Public Offering (âIPOâ or âISSUEâ) in June 2013. The equity shares were listed on the Bombay Stock Exchange Limited (BSE) SME platform on June 10, 2013. The IPO was floated for 60,00,000 Equity shares of Rs. 10/-each at par aggregating to Rs. 600 Lac. Pursuant to the special resolution passed by the members of the Company on dated September 27, 2014, IPO Proceeds will be utilized for the objects other than those mentioned in the prospectus filed with BSE. IPO funds will be utilized for meeting working capital requirements.
35. PREVENTION OF INSIDER TRADING
The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.
36. PRUDENTIAL NORMS & DIRECTIONS OF RBI FOR NBFCS
Your company has complied with all the requirements prescribed by the Reserve Bank of India and has filed the required returns.
37. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE
None of the Directors are related to each other.
38. CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to members of the Board and all employees in the course of day to day business operations of the company. The Code has been placed on the Companyâs website www.indiafinsec.comThe Code lays down the standard procedure of business conduct which is expected to be followed by the directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.
All the Board Members and the Senior Management personnel have confirmed compliance with the Code.
39. CAUTIONARY NOTE
The statements forming part of the Boardâs Report may contain certain forward looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.
40. ACKNOWLEDGEMENT
The Board expresses its sincere gratitude to the shareholders, bankers and clients for their continued support. The Board also wholeheartedly acknowledges with thanks the dedicated efforts of all the staff and employees of the Company.
By the Order of the Board For India Finsec Limited
Sd/- Sd/-
Gopal Bansal Mukesh Sharma
Date: 30.05.2016 Managing Director Whole Time Director
Place: Delhi DIN-01246420 DIN-00274217
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the Twenty First Annual
Report of the Company with the Audited Financial Statements and the
Auditor's Report of your Company for the year ended 31st March, 2015.
1. STATEMENT OF AFFAIRS
The Company's Performance during its Twenty First years of Operations
is summarized below:
FINANCIAL RESULTS
Particulars Financial year ended
(in INR)
March 31, 2015 March 31, 2014
Total Income 3,25,83,835.78 6,80,94,846.22
Total expenditure 3,22,23,437.49 6,78,18,946.66
Profit/(Loss) before tax 3,60,398.29 2,75,899.56
Profit/ (Loss) after tax 2,49,034.30 2,34,653.56
Paid-up Share Capital 24,94,17,150 19,44,17,150
Reserves and Surplus 16,30,36,612.61 15,39,70,933.65
2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Clause 52 of the SME Listing Agreement,
the Management's discussion and analysis is set out in the Annual
Report.
3. DIVIDEND
To maintain the liquidity of funds , the Board of Directors has decided
not to declare any dividend for the financial year under consideration.
4. TRANSFER TO GENERAL RESERVES
As the company has not declared any dividend, therefore, the Company
has not proposes to carry any sum to the General Reserves of the
Company for the period under consideration.
5. CHANGE IN THE NATURE OF BUSINESS
The Company is engaged in the business of Financing, Inter Corporate
Deposits , advancing Short term loans , Long term loans , credits to
individual s & companies etc. It also deals in stocks , s hares and
securities and there has been no change in the nature of business
during the year under review by the Company.
6. MATERIAL CHANGES AND COMMITMENTS
There is no material change which may affect the financial position of
the Company between the financial year and up to the date of this
report.
7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Based on the framework of internal financial control s and compliance
systems established and maintained by the Company, work performed by
the internal, statutory and secretarial auditors and the reviews
performed by management and the relevant board committees , including
the audit committee, the board is of the opinion that the Company's
internal financial control s were adequate and effective during the
financial year 2014-15. The details in respect of internal financial
control and their adequacy are included in the Management Discussion &
Analysis , which forms part of this report
8. DETAILS OF SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANIES
The Company does not have any Subsidiary/Joint Venture/ Associate
Companies .
9. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURE COMPANIES.
The company has no subsidiaries, joint venture companies so there is no
requirement of description of performance of Subsidiaries and joint
Venture companies . .
10. PUBLIC DEPOSITS
During the year under review, the company has not accepted any deposit
under Section 73 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules , 1975.
11. AUDITORS
STATUTORY AUDITOR
M/s V.N. Purohit & Co., Statutory Auditors of the Company, holds office
until the conclusion of the ensuing Annual General Meeting and is
eligible for re-appointment.
The Company has received letter from them to the effect that their
appointment/re-appointment, if made, would be within the prescribed
limits under Section 139(2) of the Companies Act, 2013 and that they
are not disqualified for such appointment/re-appointment within the
meaning of Section 139 (1) of the said Act.
AUDITOR'S REPORT
All Observations made in the Independent Auditors ' Report and Notes
forming part of the Financial Statements are self explanatory and do
not call for any further comments under section 197(12) of the
Companies Act, 2013.
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 has appointed Ms . Rachna Bhasin
(CP No.: 12952, ACS: 23539), Practicing Company Secretaries , to
undertake the secretarial audit of the Company.
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report for the financial year ended March 31,
2015 does not contain any qualification, reservation or adverse remark.
A copy of Secretarial Audit Report as provided by Company Secretary in
Practice has been annexed with the Report. (A.nnexure-1)
INTERNAL AUDITOR
Ms . Rakhi Rani, Internal auditor, conducted the audit of the all the
function s and activities of the company and provided an Internal Audit
Report for the Financial Year 2014-2015 which was reviewed by the Audit
Committee.
12. SHARE CAPITAL
A. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any equity shares with differential rights
so no disclosure is required as per rule 4 (4) of the Companies (Share
Capital and Debenture s) Rules 2014
B. ISSUE OF SWEAT EQUITY SHARES
The Company has not issued sweat equity shares , so no disclosure is
required as per rule 8 (13) of the Companies (Share Capital and
Debenture s) Rules 2014
C. ISSUE OF EMPLOYEE STOCK OPTIONS
The Company has not issued employee stock options , so no disclosure is
required as per rule 12(9) of the Companies (Share Capital and
Debenture s) Rules 2014.
D. PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARE BY
EMPLOYEES OR BY TRUSTEE FOR THE BENEFIT OF EMPLOYEES
The Company has not made any provision for purchase of its own share by
employee s or by trustee for the benefit of employee s so no disclosure
is required as per rule 16(4) of the Companies (Share Capital and
Debenture s) Rules 2014.
E. ISSUE OF SHARES ON PREFERENTIAL BASIS
The Company has issued 55,00,000 equity shares of Rs . 10/- each at a
premium of Rs . 1.65/-per share on preferential basis on October 09,
2014.
13. LISTING FEES
The Company has paid the Annual Listing Fees to BSE Ltd for the
financial year ended March 31,2015.
14. EXTRACT OF THE ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013 an
extract of the Annual Return in Form No.MGT Â 9 as 'Annexure -2'has
been enclosed with the Board's Report.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The details of conservation of energy, technology absorption, foreign
exchange and outgo are as follows :
A. CONSERVATION OF ENERGY
Company is not engaged in any manufacturing or processing activity, as
such particulars required to be given in terms of Section 134(3)(m) of
the Companies Act, 2013 read with Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules , 1988, regarding
conservation of energy are not applicable.
B. TECHNOLOGY ABSORPTION
Company is not engaged in any manufacturing or processing activity, as
such particulars required to be given in terms of Section 134(3)(m) of
the Companies Act, 2013 read with Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules , 1988, regarding
Technology absorption are not applicable.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
There has been no expenditure and/or earning in foreign exchange.
16. RISK MANAGEMENT POLICY
The Company has implemented risk management policy duly approved by the
Board of directors and the same is available on the website of the
Company i.e. http://www.indiafinsec.com/corporate-governance/
17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED
During the financial year 2014-15, no significant and material orders
passed by the regulators or courts or tribunal s impacting the going
concern status and company's operation s in future.
18. CORPORATE SOCIAL RESPONSIBILITY
Pursuant to provision of Section 135 of the Companies Act, 2013, every
company having a net worth of rupees five hundred crore or more or
turnover of rupee s thousand crore or more or net profit is rupee s
five crore or more during any financial year, is required to constitute
a Corporate Social Responsibility Committee of the Board. But this
provision is not applicable on our company; because in any previous
financial year (including 2014-2015) our company has not reached this
limit.
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. DIRECTORS
There is no appointment, resignation or any other change s in the
directors of the Company.
B. WHOLE TIME DIRECTOR
Mr. Mukesh Sharma retire s by rotation and being eligible has offered
himself for reappointment.
C. CHIEF FINANCIAL OFFICER
The Company has appointed Mr. Manoj Kumar Gupta as Chief Financial
Officer pursuant to the provisions of Section 203 and other applicable
provisions of the Companies Act, 2013 and any amendments thereto, on
such terms and condition s as may be decided by the Management.
D. COMPANY SECRETARY & COMPLIANCE OFFICER & INTERNAL AUDITOR
The Company has appointed Ms . Richa Sharma, an Associate Member of the
Institute of Company Secretaries of India, as Company Secretary &
Compliance Officer and Internal auditor of the Company for the f.y
2015-16 pursuant to the provisions of Section 203 & Section 138 and
other applicable provisions of the Companies Act, 2013 and any
amendments thereto, on such terms and conditions as may be decided by
the Management.
20. REMUNERATION OF KEY MANANGERIAL PERSONNEL
Mr. Gopal Bansal (Managing Director) the Key Managerial Personnel of
the Company be paid Gross monthly remuneration of Rs . 25,000/- (Rupee
s Twenty Five Thousand Only) subject to the increment as decided by the
Board of Directors of the Company from time to time on the basis of his
performance and policy of the Company.
Mr. Mukesh Sharma (Whole Time Director) the Key Managerial Personnel of
the Company be paid Gross monthly remuneration of Rs . 20,000/- (Rupee
s Twenty Thousand Only) subject to the increment as decided by the
Board of Directors of the Company from time to time on the basis of his
performance and policy of the Company.
Mr. Manoj Kumar Gupta who was appointed as a Chief Financial Officer,
the Key Managerial Personnel of the Company be paid Gross monthly
remuneration of Rs . 80,000/- (Rupee s Eighty Thousand Only) subject to
the increment as decided by the Board of Directors of the Company from
time to time on the basis of his performance and policy of the Company.
Ms . Richa Sharma who was appointed as a Company Secretary, the Key
Managerial Personnel of the company be paid Gross monthly remuneration
of Rs . 20,000/- ( Rupee s Twenty Thousand Only) subject to the
increment as decided by the Board of Directors of the Company from time
to time on the basis of her performance and policy of the Company.
21. DECLARATION BY THE INDEPENDENT DIRECTOR
The Company has received declaration s from all the Independent
Directors (Mr. Basant Mittal and Ms . Charu Goyal) of the Company
confirming that they meet the criteria of independence as prescribed
both under the Act and Clause 52 of the SME Listing Agreement with the
Stock Exchange s . (Detail s of Such declaration are enclosed as
Annexure- 3).
22. PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 52 of
the Listing Agreement, a separate exercise was carried out to evaluate
the performance of individual Directors including the Chairman of the
Board who were evaluated on parameters such as level of engagement and
contribution and independence of judgment thereby safeguarding the
interest of the Company.
The performance evaluation of the Independent Directors was carried out
by the entire Board. The performance evaluation of the Chairman and the
Non Independent Directors was carried out by the Independent Directors.
The board also carried out annual performance evaluation of the
working of its Audit, Nomination and Remuneration as well as stakeholder
relation ship committee. The Directors express ed their satis faction
with the evaluation process . The Board of Directors reviewed all the
laws applicable on the company, prepared by the company and taking steps
to rectify instances of non-compliances.
23. NUMBER OF MEETINGS OF THE BOARD
The Board of Directors consist Four (4) Directors including two (2)
Independent Directors during the period under report.
The Board of Directors duly met Eight times (8) during the year as on
30.05.2014, 04.06.2014, 20.06.2014, 04.08.2014, 27.08.2014, 09.10.2014,
12.11.2014 and 14.03.2015, in respect of which notice s were given and
the proceedings were recorded and signed. The intervening gap between
any two meetings was within the period prescribed by the Companies Act,
2013.
24. COMMITTEES AND THEIR MEETINGS
The company has an Audit Committee comprising Mr. Basant Mittal
(Independent Director), Ms . Charu Goyal (Independent Director), Mr.
Gopal Bansal (Managing Director) and Ms . Richa Sharma(Secretary of the
Audit Committee).The terms of reference of the Audit Committee
interalia include overseeing financial reporting process , reviewing
the financial statements and recommending appointment of Auditors . All
the recommendation made by Audit Committee are accepted.
The Meetings of Audit Committee were held on 26.05.2014, 20.08.2014,
05.11.2014 and 25.02.2015
NOMINATION AND REMUNERATION COMMITTEE
The company has a Nomination & Remuneration committee of Directors in
compliance with provisions of the Companies Act, 2013 and clause 52 of
the SME Listing Agreement as amended from time to time. The Committee's
scope of work include s nominate the directors as per their
qualifications , experience and positive attributes , deciding on
remuneration and policy matters related to remuneration s of Directors
and laying guideline s for remuneration package or compensation and
The Committee comprises Mr. Basant Mittal (Independent Director), Ms .
Charu Goyal (Independent Director) and Mr. Gopal Bansal (Managing
Director).
The Meetings of Nomination and Remuneration Committee were held on
14.04.2014 and 20.08.2014
NOMINATION AND REMUNERATION POLICY
The detail s of Nomination and Remuneration Policy are covered in the
Corporate Governance Report. It is hereby affirmed that the
remuneration paid is as per Remuneration Policy of the Company. The
Nomination & Remuneration Policy is attached with this report as an
AnnexureA
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has a stakeholder relation ship committee of directors to
look into the redressal of complaints of investors such as transfer or
credit of shares , non-receipt of dividend / notice s / annual reports
, etc.
The Committee comprises Mr. Basant Mittal (Independent Director), Ms .
Charu Goyal (Independent Director) and Mr. Gopal Bansal (Managing
Director).
The Meetings of stakeholder relations hip Committee were held on
15.05.2014, 29.09.2014, 26.11.2014 and05.01.2015
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR
DIRECTORS AND EMPLOYEES
The Company has a well framed vigil mechanism/whistle blower policy for
its directors and employees . The company believes on the honesty,
integrity, ethics, transparency and good conduct for its professional
environment and provides such kind of environment to its employee s and
directors and always encourage s its team to follow such standards in
their activities . The directors , employee s and other team members
are free to report on the issues which require genuine concern. An
Audit Committee of the Board of directors has the responsibility to
review the functioning of vigil mechanism and the same has been
performed by the committee periodically. This policy is explained in
corporate governance report and also posted on the website on
http://www.indiafinsec.com/corporate-govemance/ under Corporate
Governance section.
RISK MANAGEMENT COMMITTEE
The Board of Directors have constituted a Risk Management Committee
pursuant to relevant clause of the Listing Agreement.
25. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS
Loans , guarantee s and investments covered under section 186 of the
Companies Act, 2013 form part of the notes to the financial statement
provided in this Annual Report.
26. PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES
The Company has entered into any contract and arrangements with related
party and complied with the provisions of section 188 of the Companies
Act, 2013. (Details of Such Contracts and Arrangements are enclosed as
Annexure- 5 in Form AOC-2).
27. CORPORATE GOVERNANCE CERTIFICATE
The Company believes that the essence of Corporate Governance lies in
the phrase "Your Company". It is "Your" Company because it belongs to
you-"the Shareholders ". The Chairperson and Directors are "Your"
fiduciaries and trustees . Their objective is to take the business
forward in such a way that it maximize s "Your" long term value.
Besides adhering to the prescribed Corporate Governance practice s as
per clause 52 of the Listing Agreement, the company also endeavors to
share information with its stakeholders openly and transparently on
matters which have a bearing on its economic and reputational interest.
The Corporate Governance Report is a part of this Annual report.
A certificate from Secretarial Auditors of the company regarding the
compliance of the condition s of Corporate Governance by the Company as
stipulated under Clause 52 of the Listing Agreement is also attached to
this Annual Report.
28. BRIEF RESUME
The Company provides a brief resume of Mr. Mukesh Sharma, Whole Time
Director (DIN:00274217) of the company who is re-appointed in the
Annual General Meeting as required under Clause 52 of the SME Listing
Agreement
29. PARTICULARS OF EMPLOYEES
None of the employee s of the Company were in receipt of remuneration
in excess of limits as prescribed under Rule 5 (2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules , 2014.
30. SEXUAL HARRASEMENT
During the Financial Year, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
31. DIRECTOR'S RESPONSIBILITY STATEMENT
In accordance with Clause (c) Of Sub-Section (3) of Section 134 of the
Companies Act, 2013 the Board of Directors of the company informed the
members that:
(A) in the preparation of the annual accounts for the financial year
ended March 31, 2015, the applicable accounting standards had been
followed along with proper explanation relating to material departures
;
(B) the directors had s elected 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 and
loss of the company for that period;
(C) the directors had 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 ;
(D) the directors had prepared the annual accounts on a going concern
basis ; and
(E) 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 .
32. The Company came up with an Initial Public Offering ('IPO' or
'ISSUE') in June 2013. The equity shares were listed on the Bombay
Stock Exchange Limited (BSE) SME platform on june 10, 2013. The IPO was
floated for 60,00,000 Equity shares of Rs . 10/-each at par aggregating
to Rs . 600 lacs . Pursuant to the special resolution passed by the
members of the Company on dated September 27, 2014, IPO Proceeds will
be utilized for the objects other than those mentioned in the
prospectus filed with BSE. IPO funds will be utilized for meeting
working capital requirements .
33. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and certain designated employee s of the Company. The Code require s
pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and designated
employee s while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
trading window is closed. The Board is responsible for implementation
of the Code. All Board Directors and the designated employee s have
confirmed compliance with the Code.
34. PRUDENTIAL NORMS & DIRECTIONS OF RBI FOR NBFCS
Your company has complied with all the requirements prescribed by the
Reserve Bank of India and has filed the required returns .
35. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE
None of the Directors are related to each other.
36. CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is
applicable to members of the Board and all employee s in the course of
day to day business operations of the company. The Code has been placed
on the Company's website www.indiafinsec.com The Code lays down the
standard procedure of business conduct which is expected to be followed
by the directors and the designated employee s in their business
dealings and in particular on matters relating to integrity in the work
place, in business practice s and in dealing with stakeholders .
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code.
37. CAUTIONARY NOTE
The statements forming part of the Board' s Report may contain certain
forward looking remarks within the meaning of applicable securities
laws and regulations . Many factors could cause the actual results ,
performance s or achievements of the Company to be materially different
from any future results , performance s or achievements that may be
expressed or implied by such forward looking statements .
38. ACKNOWLEDGEMENT
The Board expresses its sincere gratitude to the shareholders, bankers
and clients for their continued support. The Board also wholeheartedly
acknowledges with thanks the dedicated efforts of all the staff and
employee s of the Company.
For India Finsec Limited
Sd/- Sd/-
(Gopal Bansal) (Mukesh Sharma)
Managing Director Whole time Director
DIN-01246420 DIN-00274217
A-l/11, First Floor, Varun Apartment, F-155, Arya Samaj Road, Uttam
Sector-9, Rohini, Nagar, New
Delhi-110085 Delhi-110059
Place: Delhi
Date:30.05.2015
Mar 31, 2014
Dear Members
The Directors present the Annual Report of your Company together with
the Audited Annual Accounts far the Financial year ended 31st March,
2014.
Financial Highlights
Particulars Financial Year ended
(in Rupees)
31st March, 2014 31st March, 2013
Total Income 6,80,94,846.22 4,83,10,509.81
Total Expenditure 6,78,18,946.66 4,69,16,780.22
Profit/ fLoss) before tax 2,75,899.56 13,93,729.59
Profit/ (loss) aftertax 2,34,653.56 10,12,298.59
Paid-up Share Capital 19,44,17,150 13,44,17,150
Reserves and Surpiu 15,39,70,933.65 15,38,08,129.09
Year in Retrospect
During the year under review total Income of the Company was Rs. 6.81
Cr as against Rs. 4.83 Cr in the previous year. The Company made a
profit after tax of Rs. 0.02 Cr as against a profit after tax of Rs.
0.10 Cr in the previous year. Your Directors are putting in their best
efforts to improve the performance of the Company.
Material changes and commitments affecting the financial position of
the Company after the close of financial year Save as mentioned
elsewhere in this Report, no material changes and commitments affecting
the financial position of the Company has occurred between the end of
the financial year of the Companv- 31^ March, 2014 till the date of
this report.
Dividend
In view of marginal profits made by the Company, your Directors regret
their inability to recommend any dividend.
Public Deposits
During the year under report, your Company did not accept any deposits
from the public in terms of the provisions of section 58A of the
Companies Act, 1956.
Auditors
M/s V.N. Purohit & Co., Chartered Accountants, Statutory Auditors of
the Company hold office until the conclusion of the ensuing Annual
General Meeting and being eligible offer themselves for re-
appointment. A certificate under section 224(1] of the Companies Act,
1956 regarding their eligibility for the proposed re-appointment has
been obtained from them. Your Directors recommend their re-
appointment.
Auditors'' Report
Comments made by the Statutory Auditors in the Auditors'' Report are
self-explanatory and do not require any further clarification.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
a. Conservation of Energy & Technology Absorption: Since the Company
is not engaged in any manufacturing activity, issues relating to
conservation of energy and technology absorption are not quite relevant
to its functioning.
b. Export Activities: There was no export activity in the Company
during the year under review. The Company has no immediate plans for
export in the near future as well.
c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange
earnings and outgo during the year under review.
Particulars of Employees
During the financial year under review, none of the Company''s employees
was in receipt of remuneration as prescribed under section 217(2A) of
the Companies Act, 1956, read with the Companies [Particulars of
Employees] Rules, 1975, and hence no particulars are required to be
disclosed in this Report.
Vigil Mechanism
The Board of Directors have established Vigil Mechanism for directors
and employees.
Directors
During the year under review, there has been no change in the
composition of the Board of Directors of the Company.
Company Secretary
During the year under review, Ms. Rachna Bhasin resigned from the post
of the Company Secretary of the Company w.e.f. 10th February, 2014.
Directors'' Responsibility Statement
In terms of the provisions of section 217(2AA) of the Companies Act,
1956, and to the best of their knowledge and belief and according to
the information and explanations obtained by them and save as mentioned
elsewhere in this Report, the attached Annual Accounts and the
Auditors'' Report thereon, your Directors confirm that:
a. in preparation of the annual accounts, the applicable accounting
standards have been followed;
b. 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 31st March, 2014 and of the profit of the Company
for the year ended on that date;
c. the Directors have taken proper and sufficient care for the
maintenance of adequate 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. the Directors have prepared the Annual Accounts on a going concern
basis.
e. the directors had laid down internal financial controls to be
followed by the company and that such internal controls are adequate
and were operating effectively; and
f. the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that systems were adequate
and operating effectively.
Stock Exchange Listing
The Equity Shares of the Company are listed at the BSE (SME Exchange],
The Company has already paid listing fees for the financial year
2013-14 to the BSE.
Audit Committee
Pursuant to Clause 52 of Listing Agreement and Section 292A of the
Companies Act, 1956, The Audit Committee has been constituted with
three directors as its members namely Mr. Gopal Bansal, Mr. Basant
Mittal and Ms. Charu Goyal.
Corporate Governance
Clause 52 of the Listing Agreement relating to the Corporate Governance
is applicable to the Company. The Company is complying with the
provisions of Clause 52 of the Listing Agreement.
Acknowledgement
Your Directors take this opportunity to place on record their sincere
appreciation for the co-operation and assistance the Company has
received from Banks and various Government Departments. The Board also
places on record its appreciation of the devoted services of the
employees; support and co- operation extended by the valued business
associates of the Company.
For and on Behalf of the Board
For India Finsec Ltd
Sd/- Sd/-
Date: 20th June, 2014 Gopal Bansal Mukesh Sharma
Place: Delhi Managing Director Director
(DIN: 01246420] [DIN: 00274217)
Mar 31, 2013
Dear Members
The Directors present the Annual Report of your Company together with
the Audited Annual Accounts for the financial year ended 31st March,
2013.
Financial Highlights
During the year under review total Income of the Company was Rs. 4.78
Cr as against Rs. 4.96 Cr in the previous year. The Company made a
profit after tax of Rs. 0.10 Cr as against a profit after tax of Rs.
0.07 Cr in the previous year. Your Directors are putting in their best
efforts to improve the performance of the Company.
Material changes and commitments affecting the financial position of
the Company after the close of financial year Save as mentioned else
where in this Report, no material changes and commitments affecting the
financial position of the Company has occurred between the end of the
financial year of the Company- 31st March, 2013 till the date of this
report.
Dividend
In view of marginal profits made by the Company, your Directors regret
their inability to recommend any dividend.
Public Deposits
During the year under report, your Company did not accept any deposits
from the public in terms of the provisions of section 58A of the
Companies Act, 1956.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
a. Conservation of Energy & Technology Absorption: Since the Company
is not engaged in any manufacturing activity, issues relating to
conservation of energy and technology absorption are not quite relevant
to its functioning.
b. Export Activities: There was no export activity in the Company
during the year under review. The Company has no immediate plans for
export in the near future as well.
c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange
earnings and outgo during the year under review.
Particulars of Employees
During the financial year under review, none of the Company's employees
was in receipt of remuneration as prescribed under section 217(2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, and hence no particulars are required to be
disclosed in this Report.
Directors
During the year under review, Mr. Gopal Bansal appointed as the
Managing Director of the Company w.e.f. 10/01/2013 and Mr. Mukesh
Sharma appointed as the Whole time director of the Company w.e.f
10/01/2013. Mr. Basant Mittal and Mrs. Charu Goyal appointed as
directors of the Company on 28.12.2012. Mr. Vinod Kumar Bansal and Mrs.
Renu Bansal resigned from the directorship of the Company on
28.12.2012.
Auditors
M/s V.N. Purohit & Co., Chartered Accountants, Statutory Auditors of
the Company hold office until the conclusion of the ensuing Annual
General Meeting and being eligible offer themselves for re-appointment.
A certificate under section 224(1) of the Companies Act, 1956 regarding
their eligibility for the proposed re-appointment has been obtained
from them. Your Directors recommend their re-appointment.
Auditors' Report
Comments made by the Statutory Auditors in the Auditors' Report are
self-explanatory and do not require any further clarification.
Company Secretary
In terms of the provisions of Section 383A of the Companies Act, 1956,
the Company has appointed Ms. Rachna Bhasin as the Company Secretary of
the Company.
Directors' Responsibility Statement
In terms of the provisions of section 217(2AA) of the Companies Act,
1956, and to the best of their knowledge and belief and according to
the information and explanations obtained by them and save as mentioned
elsewhere in this Report, the attached Annual Accounts and the
Auditors' Report thereon, your Directors confirm that:
a. in preparation of the annual accounts, the applicable accounting
standards have been followed;
b. 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 31st March, 2013 and of the profit of the Company
for the year ended on that date;
c. the Directors have taken proper and sufficient care for the
maintenance of adequate 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
Complied by: Dion Global Solutions
d. the Directors have prepared the Annual Accounts on a going concern
basis.
Stock Exchange Listing
The Equity Shares of the Company got listed at the BSE (SME Exchange)
on 10th June,2013.
Corporate Governance
Clause 49 of the Listing Agreement relating to the Corporate Governance
is applicable to the Company. The Company is complying with the
provisions of Clause 49 of the Listing Agreement.
Acknowledgement
Your Directors take this opportunity to place on record their sincere
appreciation for the co-operation and assistance the Company has
received from Banks and various Government Departments. The Board also
places on record its appreciation of the devoted services of the
employees; support and co-operation extended by the valued business
associates of the Company.
For and on Behalf of the Board
For India Finsec Ltd
Sd/- Sd/-
Date: 05th September, 2013 Gopal Bansal Mukesh Sharma
Place: Delhi Managing Director Director
Mar 31, 2012
Dear Members,
The Directors have pleasure in presenting the Annual Report of your
Company together with the Audited Annual Accounts for the financial
year ended 31st March, 2012.
YEAR IN RETROSPECT
As all the members are aware that the business of the Company is
growing. During the year under review total profit of the Company was
Rs. 729063 (approx) as against Rs. 377741 (approx) in the previous
year.
DIRECTORS
During the financial year under review, Mr Gopal Bansal resigned from
the directorship w.e.f. 05.10.2011.Mrs. Renu Bansal appointed as
director of the Company w.e.f. 19.12.2011.
MATERIAL CHANGES ETC.
Save as mentioned elsewhere in this Report, no material changes and
commitments affecting the financial position of the Company have
occurred between the end of the financial year of the Company 31st
March, 2012 and the date of this Report.
DIVIDEND
The Directors of your Company do not recommend any dividend for the
financial year 2011-12.
PUBLIC DEPOSITS
During the year under report, your Company did not accept any deposits
from the public in terms of the provisions of section 58A of the
Companies Act, 1956
PARTICULARS OF EMPLOYEES
During the financial year under review, none of the Company's employees
was in receipt of remuneration as prescribed under section 217(2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, and hence no particulars are required to be
disclosed in this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
a. Conservation of Energy & Technology Absorption: Since the Company
is not engaged in any manufacturing activity, issues relating to
conservation of energy and technology absorption are not quite relevant
to its functioning.
b. Export Activities: There was no export activity in the Company
during the year under review. The Company is not planning any export in
the near future as well.
c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange
earnings and outgo during the year under review.
STATUTORY AUDITORS
M/s Ajay Aaditya & Co., Chartered Accountants, Statutory Auditors of
the Company hold office until the conclusion of the ensuing Annual
General Meeting and being eligible offer themselves for re-appointment.
A certificate under section 224(1) of the Companies Act, 1956 regarding
their eligibility for the proposed re-appointment has been obtained
from them. Your Directors recommend their re-appointment.
AUDITORS' REPORT
Comments made by the Statutory Auditors in the Auditors' Report are
self-explanatory and do not require any further clarification.
COMPLIANCE CERTIFICATE
In terms of Section 383A of the Companies Act 1956, and The Companies
(Compliance Certificate) Rules, 2001, the certificate issued by Ms.
Rachna Bhasin, Practicing Company Secretary, certifying that the
company has complied with all the provisions of the Companies Act, 1956
and other laws applicable to the company during the financial year is
annexed herewith.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of the provisions of section 217(2AA) of the Companies Act,
1956, and save as mentioned elsewhere in this Report, the attached
Annual Accounts and the Auditors' Report thereon and to the best of
their knowledge and belief, your Directors confirm that:
a. in preparation of the annual accounts, the applicable accounting
standards had been followed;
b. 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 as at 31st March, 2012;
c. the Directors had taken proper and sufficient care for the
maintenance of adequate 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. the Directors had prepared the Annual Accounts on a going concern
basis.
ACKNOWLEDGEMENT
Your Directors would like to express the appreciation to Bankers,
Financial Institutions and Employees of the company for their constant
co-operation and cordial relations with the company. You Directors
would also like to place on record their appreciation to the various
Government departments for their support and co-operation
By Order of the Board
For India Finsec Limited
Sd/- Sd/-
Dated: 14.09.2012 Mukesh Sharma Vinod Kumar Bansal
Place: Delhi Director Director
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