DIRECTORS' REPORT To, The Members of Wall Street Finance Limited, Your Directors are pleased to present the 28th Annual Report of your Company along with the Audited Financial Statements of Account for the year ended 31st March 2015. OVERVIEW: During the year under review, the Company has earned profit inspite of challenging conditions. The Company continued with its strategy to focus and grow the Foreign Exchange and AD-II business by aggressive acquisition of customers and by penetrating deeper into the markets. The Company also exported niche currencies to take advantage of demand and supply situations. All these lead to a strong growth in the Forex business. The Company continued its focus on the Inward Money Transfer business by working closely with existing sub-agents and also by appointing new sub-agents. Detailed information about the business review, outlook and state of the affairs of the Company forms part of the Management Discussion and Analysis Report. During the financial year, the income from operations amounted to Rs. 4,315.72 Lacs as against Rs. 3,862.71 Lacs for the previous year, recording a marginal growth of 11.73%. The Company has earned profit of Rs. 151.87 Lacs during the year as against profit of Rs. 339.60 Lacs in the previous year. At consolidated level, during the financial year, the income from operations amounted to Rs. 4316.28 Lacs as against Rs.3862.71 Lacs for the previous year, recording a marginal growth of 11.74 %. The Company has earned profit of Rs.134.55 Lacs during the year as against profit of Rs. 326.90 in the previous year. Detailed information about the operations of the Company is incorporated in the Management Discussion and Analysis Report. The financial Highlights are mentioned above. The Company is engaged primarily in the business of forex and money transfer and hence, there is no separate reportable segment within the criteria defined under Accounting Standard 17-Segment Reporting. The nature of the Company's activities is such that geographical segments are not separately identified. DIVIDEND Considering the need to conserve cash, your directors deemed it prudent not to recommend a dividend. TRANSFER TO RESERVES The Company has transferred Rs. 30.37 Lacs to statutory reserve pursuant to Section 45 -1C of the RBI Act, 1934 during the Financial Year ended 31st March 2015. PUBLIC DEPOSITS Your Company was converted into Non-Deposit Accepting Non-Banking Finance Company with effect from 4th June 2010 and since then, it had stopped accepting fresh fixed deposits and also renewing existing fixed deposits and had started repaying the fixed deposits along with the interest thereon from the Escrow Account upon their maturity. During the year under review, fixed deposits amounting to Rs. 0.35 lacs were repaid and Rs. 0.41 Lacs (Including Interest of Rs. 0.9 lacs) has been transferred to the Investor Education and Protection Fund on account of it remaining unclaimed for a period of seven years from the date they first became due for payment. Fixed deposits outstanding as on 31st March 2015 were Rs. 3.32 lacs as against Rs.3.99 lacs on 31st March 2014. The Company continues to use at par facility for payment of interest to fixed deposit holders. As on 31st March 2015, the Company has no overdue deposits other than unclaimed deposits of Rs. 3.32 lacs for which reminders have been sent to the concerned deposit holders. The details relating to deposits, covered under Chapter V of the Companies Act, 2013 (i) Accepted during the year ended 31st March 2015 - NIL (ii) Remained unpaid or unclaimed as at the end of the year - Rs. 3.32 Lacs (iii) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, the number of such cases and the total amount involved - N.A. (a) At the beginning of the year - NIL (b) Maximum during the year - NIL (c) At the end of the year- NIL The details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013: NIL BORROWINGS The working capital requirements of the Company are currently funded by the Company's Bankers at a reasonable cost. Various strengthening and tightening measures employed by the management have resulted in better utilization of the existing credit facilities available to the Company and efforts are always on to get facilities from the banker's at the best possible terms. Your Company continues to honour, within prescribed time, all its obligations with respect to payment of interest on fixed deposits and borrowings, repayment of fixed deposits and payment of statutory dues. UPDATE ON THE INSURANCE CLAIM RELATED TO FRAUDLENT TRANSACTION AT A BRANCH IN SOUTHERN REGION AS INFORMED IN PREVIOUS YEAR'S REPORT During the year, the Company has collected a substantial amount of Rs. 474 lacs against an insurance claim filed in the FY 2011-12 for losses arising out of some fraudulent transactions at a branch in southern region, leaving a balance of Rs. 20.54 lacs, which is under process of recovery. CASH FLOW STATEMENT In conformity with Clause 32 of the Listing Agreement, the cash flow Statement for the year ended 31st March 2015 is attached as a part of the Annual Financial Statements of the Company. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENT , There has been no change in the number of subsidiaries or in the nature of business of the subsidiary during the financial year 2014-15. As on 31st March 2015, your Company has one Wholly Owned Subsidiary, S Global Insurance Advisory Limited. Pursuant to Section 129(3) of the Companies Act, 2013, the Company has prepared the Consolidated financial statements of the Company and also of its subsidiary, S Global Insurance Advisory Limited, in the same form and manner as that of the Company, which shall be laid before the ensuing 28th Annual General Meeting of the Company along with the Company's financial statements. Further, a statement containing salient features of the financial statements of the Wholly Owned Subsidiary Company in the prescribed format AOC-I is also forms part the Annual Report. In accordance with the Companies Act, 2013 and the provisions of Accounting Standard ('AS') 21, the consolidated financial statements of the Company form part of this Annual Report. In accordance with the third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.wallstreetfinanceltd.com Further, as per fourth proviso of the said section, audited annual accounts of the subsidiary Company have also been placed on the website of the Company, www.wallstreetfinanceltd.com . PERFORMANCE AND FINANCIAL POSITIONS OF S GLOBAL INSURANCE ADVISORY LIMITED During the FY 2014-15, S GIobal Insurance Advisory Limited has earned a total revenue of Rs. 0.56 Lacs as against Rs. 0.39 Lacs in the previous year ended 31st March 2014 and has incurred a loss of Rs. (17.32) Lacs in FY 2014-15 as compared to loss of Rs. (12.71) Lacs in FY 2013-14. ACCOUNTS Your Company undertakes two activities namely, Money Changing and Money Remittance Services. The Company follows prudential norms prescribed by the Reserve Bank of India in addition to generally accepted accounting principles and standards. UPDATE ON NON-BANKING FINANCIAL COMPANIES (NBFC) PRINCIPLE BUSINESS CRITERIA Your Company continues to be registered as a Non-Banking Finance Company (NBFC). During the year under review, Authorized Dealer Category-II License has been renewed for a period of one year and the same will be valid till 6th January 2016. The Company is also licensed to operate the Money Transfer Services Scheme (MTSS) by the RBI and carries on the business of Money Transfer as a principal agent of Western Union. Reserve Bank of India (RBI) had conducted an inspection of NBFC Division u/s 45 of the RBI Act, 1934 on 24th December 2013 at the Head Office of the Company and as advised by RBI, during the year the Company has submitted a roadmap and financial plan for fulfilling the principle business criteria of NBFC. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED The particulars of loans, guarantees and investments have been disclosed in the financial statements which forms part of the Annual Report. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES All contracts arrangements transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year under review, the Company had not entered into any material transaction with any of its related parties. The Policy of related party transactions and dealing with related party transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company and the link for the same is www. wallstreetfinanceltd.com . Your Directors draw attention of the members to Note No. 31 to the financial statement which sets out related party disclosures. FOREIGN EXCHANGE EARNINGS AND OUTGO The Company is into the business of money remittance wherein the remittances sent from abroad are disbursed to the receiver residing in India for family maintenance and are governed by the applicable guidelines prescribed by Reserve Bank of India time to time. Within the ambit of the applicable law, the Company is taking suitable steps to increase its business. INTERNAL FINANCIAL CONTROLS The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. 31st March 2015 and the date of the Director's report i.e. 31st July 2015. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION Since the Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in Section 134(3) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company. LISTING OF SECURITIES The Equity Shares of the Company are presently listed on BSE Limited. The Annual Listing Fee for the year 2015-16 has been duly paid to the stock exchange. DIRECTORS In terms of Section 152 of the Companies Act, 2013, Ms. Divya Tongya being longest in the office shall retire at the ensuing AGM and is eligible for re-appointment. Mr. Sudip Bandyopadhyay resigned as Chairman of the Company with effect from 14th November 2014 due to his other preoccupations. Mr. Bandyopadhyay continues to be an Independent Director on the Board of the Company. Ms. Divya Tongya, Non-Executive Promoter Director was appointed as the Chairperson of the Company with effect from the said date. During the year under review, in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013 and based on the confirmation / disclosures received from the Directors, the following S Non-Executive Directors were appointed as Independent Directors by the Shareholders for a term of five years, who are not liable to retire by rotation: (1) Mr. Brij Gopal Daga (2) Mr. Madhukar Sardar (3) Mr. Subroto Chattopadhyay (resigned w.e.f. 1st May 2015) (4) Mr. Sudip Bandyopadhyay WOMAN DIRECTOR In terms of the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a Company shall have at least one Woman Director on the Board of the Company. Your Company has two Women Directors i.e. Ms. Divya Tongya and Ms. Preeti Malhotra on the Board of the Company. KEY MANAGERIAL PERSONNEL The following are appointed as the Key Managerial personnel of the Company during the FY 2014-15. (1) Mr. Arun Ajmera, Chief Executive Officer (2) Mr. Gopal Tiwari, Chief Financial Officer (resigned w.e.f. 11th February 2015) (3) Mr. Bharat Adnani, Chief Financial Officer (appointed w.e.f. 11th February 2015) (4) Ms. Vandita Agarwal, Company Secretary (resigned w.e.f. 4th June 2014) (5) Ms. Chaitali Desai, Company Secretary (appointed w.e.f. 26th November 2014) PERFORMANCE EVALUATION OF THE BOARD The Company has devised a Policy for performance evaluation of Independent Directors, Board, and Committees of the Board, which includes criteria for performance evaluation of the Board as a whole. The evaluation framework for assessing the performance of the Directors comprises the following key areas: (1) The evaluation involves self-evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation. (2) To review the Company's strategy annually and the Board will set the organization performance objectives based on qualitative and quantitative measures. (3) The performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. (4) The appointment, role and responsibility of the Independent Directors is governed by the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013. AUDITORS AND AUDITORS REPORT M/s ASA & Associates LLP, Chartered Accountants, Mumbai, Statutory Auditors ('Auditors') of the Company, were appointed at the 27th Annual General Meeting held on 29th September, 2014 to hold office until the conclusion of the Annual General Meeting to be held in the calendar year 2017, subject to ratification of their appointment in every Annual General Meeting. The Company has received a letter from the auditors to the effect that their re-appointment, to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting, if made, would be within the prescribed limits under section 141(3)(g) of the Companies Act, 2013, they fulfill the criteria provided in Section 141 of the Companies Act, 2013 and are not disqualified for their re-appointment. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark. SECRETARIAL AUDITORS 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 M/s D. M. Zaveri & Co. a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended 31st March 2015 is enclosed as Annexure I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE During the year under review, the Company has constituted CSR Committee comprises of three members, Mr. Brij Gopal Daga, Non-Executive Independent Director, Mr. Sudip Bandyopadhyay, Non-Executive Independent Director and Ms. Preeti Malhotra, Non-Executive Director. Since the CSR norms are still not applicable to the Company. Hence, the disclosures as per rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not required to be made. During the year no meeting was held of the CSR Committee. NOMINATION AND REMUNERATION POLICY The Company has devised a policy on Nomination, Remuneration and Board Diversity including criteria for determining qualifications, positive attributes, independence of a Director and other matters specified under the provisions of Section 178 of the Companies Act, 2013. The Policy also includes the criteria for nomination, appointment and removal of Directors, Key Managerial Personnel (KMP) and Senior Management and to fix their remuneration. The Nomination, Remuneration and Board Diversity Policy for Directors, Key Managerial Personnel and Senior Management is enclosed as Annexure II. AUDIT COMMITTEE During the year all the recommendations of the Audit Committee were accepted by the Board. The composition of the Audit Committee is described in the Corporate Governance Report which forms part of the Annual Report. VIGIL MECHANISM The Company formulated and implemented a Whistle Blower Policy in terms of Clause 49 of the listing agreement and Section 177(9) of the Act to provide vigil mechanism for employees to report genuine concerns or grievances. Also, provides for direct access to the Chairman of the Audit Committee, in exceptional cases. Protected disclosures can be made by a Whistle Blower through an e-mail or a letter to the Chairman of the Audit Committee or Company Secretary. The said policy is available on the website of the Company www.wallstreetfinanceltd.com . RISK MANAGEMENT POLICY The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company has adopted Risk Management Policy in terms of the Clause 49 of the listing agreement. MEETINGS OF THE BOARD Six meetings of the Board of Directors were held during the FY 2014-15. The detail information on the meetings of the Board are included in the report on Corporate Governance which forms part of the Annual Report. COMMITTEES OF THE BOARD The Board constituted a Corporate Social Responsibility (CSR) Committee during the FY 2014-15. There are currently six Committees of the Board, as indicated below: (1) Audit Committee (2) Nomination and Remuneration Committee (3) Stakeholders Relationship Committee (4) Compliance and Risk Management Committee (5) Strategy and Performance Review Committee (6) Corporate Social Responsibility Committee Details of all the Committees, along with their charters, composition and meetings held during the year, are provided in the report on Corporate Governance forms part of the Annual Report. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure III. The Company has not paid any remuneration to its Non-Executive Directors, except payment of sitting fees for attending the meetings of the Board and Committee thereof during the FY 2014-15. The details of the same is provided in the Corporate Governance report forms part of the Annual Report. During the year under review, none of the employees of the Company were in receipt of remuneration in excess of limits prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, no disclosure under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is required. EXTRACT OF ANNUAL REPORT Pursuant to section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with relevant rules framed thereunder, the extract of Annual Return as on 31st March 2015 forms part of this Report as Annexure IV. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed that: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the Directors have selected such accounting policies and applied them consistently and made judgements 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 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 the 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; (e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and (f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. CORPORATE GOVERNANCE A separate section on Corporate Governance standards followed by the Company, as stipulated under Clause 49 of the Listing Agreement and certain disclosures as required under the Companies Act, 2013 including the Auditors' Certificate thereon forms part of the Annual Report. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report as required under Clause 49(VIII)(D)(1) of the Listing Agreement is enclosed separately forms part of the Annual Report. EMPLOYEE STOCK OPTION PLAN The Company vide shareholder's approval at annual general meeting held on 20th September 2013 issued an ESOP scheme namely "Wall Street Finance Employees Stock Option Scheme-2013" (The Scheme) under the SEBI (ESOS & ESPS) Guidelines, 1999. The Company has also obtained 'In Principle Approval' from BSE on 27th November 2013 for allotment of 11,00,000 Equity Shares at Rs.10/- each under the said Scheme. No options were granted till date to any employees and Directors of the Company. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has in place Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The policy provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints. There was no complaint received form any employee during the financial year 2014-15. REGULATORY ACTION No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company's operation in future. ACKNOWLEDGEMENT Your Directors would like to place on record their sincere appreciation and gratitude for the guidance and support provided by the Reserve Bank of India and other statutory authorities, bankers, shareholders, deposit holders, credit rating agency, business associates and the esteemed customers during the year under review. The Directors also wish to thank all the employees for their sincere efforts at all levels. For and on behalf of the Board Divya Tongya Chairperson DIN : 00031073 Place: Mumbai Date : 31st July 2015 |