DIRECTORS' REPORT Your Directors are pleased to present the Twenty Seventh Annual Report, together with the Audited Accounts of the Company for the financial year ended March 31, 2015 and the Auditors' Report thereon. Dividend In view of losses suffered by the Company, no dividend has been considered for the year. Public Deposits An amount of Rs. 248.68 Lacs has been paid to the Fixed Deposit holders during the financial year ended March 31, 2015. As on the said date, there is an unclaimed/ unpaid fixed deposit liability of Rs. 1357.40 Lacs. Management Discussion and Analysis (i) Industry Structure and Development Non Banking Finance Companies (NBFC) sector in India is represented by a mix of a few large companies with nationwide presence and a few small and medium sized companies with regional focus, primarily engaged in hire purchase financing, investments, corporate loans, IPO funding, venture capital and other non-fund based activities. The Reserve Bank of India (RBI) regulates and supervises these NBFCs. (ii) Opportunities and Threats The NBFCs are facing stiff competition from Banks and Financial Institutions, due to the ability of Banks & FII's to raise low cost funds which enables them to provide funds at more favorable rates. More stringent capital adequacy norms have been stipulated by RBI for NBFCs also resulted into their inability to give cheaper finance. (iii) Segment-wise or Product-wise Performance The Company has been primarily engaged in the business of hire purchase, leasing, bill discounting and non-fund based activities. Since the risk and returns in these businesses are similar, therefore, they are grouped as a single segment. This is in accordance with the guiding principle provided in the Accounting Standard on Segment Reporting (AS- 17) issued by The Institute of Chartered Accountants of India. (iv) Future Outlook The Company is presently engaged in recovery of delinquent loan assets and settlement of old legal cases filed by/ against the Company. Application made to RBI for deregistration as NBFC is pending, however, certificate of registration has been surrendered. Pending completion of deregistration formalities and recovery of loan assets, the possiblities of venturing into newer business areas shall be examined subsequently. (v) Risks and Concerns High interest regime in the economy may act as a dampener for the financing business. There is also stiff competition due to entry of large players in the market. (vi) Internal Control Systems and their adequacy The Internal Control Systems are in place to serve the existing operations of the Company. vii) Financial Performance The loss for the year after write offs/ provisions etc. and tax amounts to Rs. 8.68 Lacs. (viii) Human Resource and Industrial Relations The Company is having three employees as on the date of this report. Your Directors relation at all levels with employees were cordial. Cautionary Statement Statements in this Management Discussion and Analysis section describing the Company's objectives, projections, estimates and expectations may be 'forward looking statements' within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied. Important developments that could affect the Company's operations are significant changes in political and economic environment in India, tax laws, RBI regulations, exchange rate fluctuation and related costs. Directors In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Inder Mohan Sakhuja, Director retires by rotation at the ensuing Annual General Meeting of your Company, and being eligible, offers himself for re-appointment. Your Directors recommend the re-appointment of Mr. Inder Mohan Sakhuja at the ensuing Annual General Meeting. The policy for Appointment and Remuneration of Director's, Key Managerial Personnel and Other Employees is attached as Annexure - A and forms an integral part of this report. The Company has devised the criteria for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors. An evaluation was done by the Board for its own performance and that of its Committees and individual Directors. Corporate Governance Your Company reaffirms its commitment to the good corporate governance practices and has adopted the Code of Conduct which has set out the systems, processes and policy conforming to established standards. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance are enclosed as Annexure - B and forms an integral part of this Report. Auditors M/s. N.M. Raiji & Co., Chartered Accountants, Delhi (Firm Registration No. 108296W), Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letter from M/s. N.M. Raiji & Co., Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits as specified under Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014. Auditors' Qualifications/ Observations and Management Comments Thereon The qualifications/ observations made by the Statutory Auditors in the Auditors' Report are dealt with separately in the Notes to the Balance Sheet and the Statement of Profit and Loss. Management response to the same is as under: Note 25: Complete facts have been disclosed in the note which is self - explanatory and do not call for any further comments. Note 29: Provision for dividend on preference shares could not be made in view of substantial accumulated losses from earlier year. Note 30: The Company had only three employees on its rolls at the end of the financial year. The gratuity liability is being provided on actual basis as per the provisions of Payment of Gratuity Act, 1972. Similarly, leave encashment liability is also provided on actual basis. The management feels that provision on actual basis is more prudent than the actuarial estimate in view of the number of employees. Management responses to the observations made by the Secretarial Auditors in the Secretarial Audit Report are dealt as under: a) Please refer to note 25 of the Notes to Accounts forming part of Balance Sheet which is self-explanatory and does not call for any further comments. b) The Company filed all its RBI returns and forms with provisional figures within prescribed time and thereafter, audited numbers were filed with the RBI post audit. Directors' Responsibility Statement Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that: (i) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards had been followed alongwith proper explanation relating to material departures; (ii) 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 March 31, 2015 and of the loss of the Company for the year under review; (iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) the Directors had prepared the annual accounts for financial year ended March 31, 2015 on a 'going concern' basis; (v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and (vi) 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. Particulars of Employees None of the employees of your Company is in receipt of remuneration requiring disclosure pursuant to the provisions of Section 197(12) of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; hence no such particulars are annexed. 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 as Annexure - C and forms an integral part of this Report. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are as follows:- I. Conservation of Energy Your Company being engaged in financing business and does not have any activity relating to conservation of energy. II. Research & Development (R&D) Specific R&D Activities : There is no Research and Development activity in the Company. Benefits derived as a result of above R&D: N.A. Future Plan of Action: NIL Expenditure on R & D: NIL III. Technology Absorption, Adaptation and Innovation: Efforts in brief made towards Technology absorption etc.: NIL Benefits derived as a result of above: N.A. Technology imported, years of Import, Has technology been fully absorbedRs. If not fully absorbed, areas where this has not taken place, reasons therefor and future plans of action: N.A. IV. Foreign exchange earnings and outgo During the period under review, there was no foreign exchange outflow from your Company and it had no foreign exchange earnings. Disclosures Meetings of the Board Four meetings of the Board of Directors were held during the year. For further details, please refer Report on Corporate Governance annexed as Annexure - B to this report. Extracts of Annual Return In terms of provisions of Section 92 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the extracts of Annual Return in Form MGT-9 is enclosed as Annexure - D and forms an integral part of this Report. Particulars of Loans given, Investments made, Guarantees given and Securities provided During the year under review, no loan, investment, guarantees and securities has been provided. Contracts and Arrangements with Related Parties No contract/ arrangements/ transactions were entered by the Company during the financial year with related parties. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on the materiality of related party transactions. The particulars of contracts and arrangement with related parties under section 188(1) in Form AOC-2 is enclosed as Annexure-E. The Policy on materiality of related party transactions and dealing with related party transactions as provided by the Board may be accesses on the Company's website www.escortsfinance.com under Investor Information. Your Directors draw attention of the members to Note 32 to the financial statement which sets out related party disclosures. Secretarial Auditors The Board of Directors of the Company has appointed M/s Jayant Gupta and Associates, Practicing Company Secretaries to conduct secretarial audit of the Company for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is enclosed as Annexure - F and forms an integral part of this Report. The observations and comments given by the Secretarial Auditors in their report are self-explanatory and hence, do not call for any further comments under Section 204(3) of the Companies Act, 2013. 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 was observed. Risk Management During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organisation faces such as strategic, financial, credit, market, liquidity, legal, regulatory and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. The Risk Management Policy was reviewed and approved by the Committee. Acknowledgement Your Directors wish to acknowledge and thank the co-operation and assistance extended by the Banks, Financial Institutions, Government Agencies, Customers and Depositors. The Directors also wish to convey their deep appreciation for the contribution made by the employees to the operations of the Company, in particular those who continued with the Company and extended their full support during this difficult period. We also convey our thanks to our esteemed shareholders for their continued support and encouragement. For and on behalf of the Board of Directors Sd/- Inder Mohan Sakhuja Chairman Place: Faridabad Dated: August 13,2015 |