Shalia DIRECTOR'S REPORT Dear Members, Your directors are delighted to present the 24th Annual Report and the Audited financial statements of the company for the year ended March 31, 2015. Dividend: Your Directors have recommended a dividend of 10% (i.e. Rs 1.00 per equity share) for the financial year ended March 31, 2015 (last year Re. 1.00 per equity share). Finance: Company wants to raise fund Rs. 5 corers from banks/financial institutions during FY 2015-16. Corporate Governance & Compliance Certificate: A separate section on Corporate Governance is included in the Annual Report and the certificate from company secretary confirming the Compliance of the conditions on the Corporate Governance as stipulated in the Clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto. Outlook and Prospects: Outlook & Prospect look very encouraging due to increase sale of new two wheelers. Company has also started financing consumer durables where response is encouraging. Cash flow statement pursuant to clause 32 listing agreement is provided along with Notes to Accounts. Public Fixed Deposits: The Company has no public deposit as of date and will not accept any deposit without prior approval of the statutory authorities concerned. RBI Guidelines: The Company is consistently complying with all the guidelines issued by the Reserve Bank of India for NBFC's (AFC's) with respect to capital adequacy, asset classification, provisioning and income recognition on non-performing assets. The capital adequacy of the Company as on 31st March, 2015 is much higher than the minimum norms stipulated by the RBI for NBFC (AFC's). Accounts & Accounting Standards: The Company adheres to the prudential guidelines prescribed by the Reserve Bank of India and to the Accounting Standards issued by the Institute of Chartered Accountant of India in preparation of its financial statements. The particulars on the related party exposures, non-performing assets and business levels in vehicle loans purchase and other activities, required to be disclosed in the format prescribed by the Reserve Bank of India are contained in the schedules forming part of the accounts. Directors: In accordance with the Articles of Association Shri Mukund H.Doshi who retires by rotation is eligible for the reappointment. Members are requested to reappoint him. Declaration by independent directors: The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. Independent directors meeting: During the year under review, the independent Directors of the Company met on January 15, 2015 inter-alia, to discuss: a) Evaluation of performance of Non-independent Directors and the Board of Directors of the Company as a whole. b) Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non Executive Directors. c) Evaluation of the quantity, content and timelines of flow of information between the Management and the board that is necessary for the Board to effectively and reasonably perform its duties. Induction and training of the board members: Directors are issued a detailed appointment letter which inter alia sets out terms of appointment, duties, responsibilities etc. of such director. Each independent director of the Company on appointment is given such letter of appointment and also briefed by the Managing Director/ Executive Director about the nature of business of the Company, its finances, operations etc. The Compliance Officer of the company also assists the Independent Director in understanding their statutory duties, obligations and responsibilities as a Director/ Independent Director of the Company. Evaluation of performance of the board members: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the evaluation of the performance of the Board as well as of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee has been carried out. The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-independent Directors was carried out by the Independent Directors. Subsidiary companies: The Company does not have any Subsidiary. Risk management: Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Board's report. At present the company has not identified any element of risk which may threaten the existence of the company. Significant and material orders passed by regulators/courts if any: There are no significant or material orders passed by the Regulators / courts which would impact the going concern status of the Company and its operations. Disclosure under the sexual harassment of women at workplace (prevention, prohibition and redressal) Act, 2013: The company has in place an Anti Harassment policy in line with the requirements of The sexual harassment of women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, company has not received any Sexual Harassment Complaints. Shares: a) The Company has not bought back any of its securities during the year under review. b) The Company has not issued any Sweat Equity Shares during the year under review. c) No Bonus Shares were issued during the year under review. Employees Stock Option Plan: The Company has not provided any Stock Option Scheme to the employees. Directors' Responsibility Statement: Your Directors state that: a) In the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; 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 March 31, 2015 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; d) The Directors have prepared the annual accounts on a 'going concern' basis; e) The Directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. Material Changes after the date of Balance Sheet: There has been no material change and commitment affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the Balance Sheet relates and the date of the Report. Management's discussion and analysis report: Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report. Contracts & 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, 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 materiality of related party transactions. Your Directors draw attention of the members to Notes to the financial statement which sets out related patty disclosures. Credit Rating: The Company's financial discipline and prudence is reflected in the credit rating BBB- (stable) for bank loans ascribed by rating agency ICRA. Particulars of Employees: The company has not paid remuneration attracting the provisions of the Companies Act. Meetings of the Board: Twelve meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance Disclosures: CSR&G Committee: The CSR&G Committee comprises Shri Govind L.Keswani (Chairman), Shri Narotanmal Rampuria and Shri Minesh M. Doshi. Audit Committee: The Audit Committee comprises Independent Directors namely Shri Govind L.Keswani (Chairman), Shri Narotanmal Rampuria and Shri Minesh M. Doshi as other members. All the recommendations made by the Audit Committee were accepted by the Board. Vigil Mechanism: The Company in order to maintain highest standards of ethical, moral and legal conduct, adopted Vigil Mechanism/Whistle Blower policy to provide an avenue to its employees to raise concerns of any violations of legal or regulatory requirements, incorrect or misrepresentations of any financial statements and reports, etc. The Audit committee of the company oversees the said mechanism from time to time. None of the Company personnel has been denied access to the Audit Committee. 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. Corporate Social Responsibility (CSR): The company has not spent the amount as required to be spent on an activity approved for the purpose of Corporate Social Responsibility, in terms of provisions of Section 135 of the Companies Act, 2013, and rules framed thereunder. The company has made attempts to find out in the area where it operates suitable projects that are eligible activities for Corporate Social Responsibility, but the company has not been so far able to find such avenue. Your directors commit to fulfilling their corporate responsibility which they will fulfill in near future. Conservation of Energy, Technology Absorption: Additional information required under the provisions of the Companies Act, regarding conservation of Energy, Technology Absorption are not applicable as the company is not carrying out any manufacturing operation. Foreign Exchange Earnings and Outgo: During the year under review, the company has neither earned any foreign exchange income nor incurred any expenses. Extract of Annual Return: The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is annexed herewith as Annexure to this Report. Statutory Auditors: M/s K. S. Sanghvi & Co. Chartered Accountants retiring Auditors of the Company retires at the ensuing Annual General Meeting of the Company and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. Members are requested to appoint the auditors and fix their remuneration. Secretarial Auditor: The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith. Acknowledgments: Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, vendors, customers and members during the year. Your Directors wishes to place on record their appreciation to all the employees for their hard work, dedication, commitment and rendering impeccable service to every constituent of the company's customer and shareholders. Mumbai For and on behalf of the Board of Directors Mr. Mukund Doshi Chairman Mumbai May 30, 2015 |