Management Discussions AND Analysis
Management discussion and analysis report is given in a separate section forming part
of the Directors’ Report in this Annual Report.
STEPS FOR PREVENTION OF INSIDER TRADING
In compliance of the SEBI (Prevention of insider Trading) Regulations as amended in
2002, the Company has issued comprehensive guidelines advising and cautioning management
staff and other relevant business associates on the procedure to be followed while dealing
in equity shares of the Company, and disclosure requirements in this regard. Company
believes that "The Code of Internal Procedure and Conduct" and ‘The Code of
Corporate Disclosures Policies’ framed by it in this regard will help in ensuring
compliance of the amended SEBI regulations.
DISCLOSURES:
1. There were no transactions of material nature other than reported under
"Related Party Disclosures" that have been entered into by the company with the
promoters, directors, their relatives and the management and in any company in which they
are interested, that may have potential conflict with the interest of the company.
2. Details on the use of proceeds from public issues, right issues, preferential issues
etc. Not applicable.
3. Details of non-compliances, penalties etc. imposed on the Company by SEBI or Stock
Exchange or any other statutory authority on any matter related to capital market, during
the last three years:
The Company has complied with the requirements of the Stock Exchange, SEBI, and other
Statutory Authorities on all matters relating to Capital Markets during the last three
years. However, company’s shares were suspended from trading on the stock exchange,
that was revoked and the shares have started to trade on the Bombay Stock Exchange since
July 2012.
DETAILS OF COMPLIANCE WITH MANDATORY REQUIREMENT AND ADOPTION OF NON MANDATORY
REQUIREMENT.
The Company has complied with all mandatory requirement of Clause 49 of the Listing
Agreement with the Stock Exchange and has implemented the following non mandatory
requirements:
1. Remuneration Committee:
The Company has not set up Remuneration Committee.
2. Audit Qualification:
It is always the companies endeavour to present unqualified financial statements. There
are no audit qualifications in the company’s financial statement for the year under
review.
3. Training of Board Members:
Directors are fully briefed about all business related matters, risks assessment market
conditions of the product manufactured by the company, competition and new initiative
proposed by the company.
4. Mechanism for evaluating non-executive Board Members.
There is no policy framed for evaluation of non-executive Directors
5. Whistle Blower Policy
No Employee of the company has been denied access to the Audit Committee of the Board
of Directors.
MEANS OF COMMUNICATION:
1. Quarterly results are intimated to the Stock Exchange.
2. All items required to be covered in the Management Discussion and Analysis have been
included in the Management Discussion and Analysis as attached to this Report.
3. The Company has its own website and all the vital information relating to the
Company and its products are displayed on the web site. Address of the website
CEO CERTIFICATION:
As required under Clause 49 of the Listing Agreement a Certificate duly signed by Mr.
Sunil Shah, Chairman has been obtained.
The certificate is annexed to this report.
AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE:
The Company has obtained a certificate from Auditors of the company regarding
compliance with the provisions relating to the corporate governance laid down in clause 49
of the listing agreement with the Stock Exchanges. This certificate is annexed to the
report.
DECLARATION:
All the members of the Board and senior Management Personnel of the company have
affirmed due observation of the code of the conduct, framed pursuant to clause 49 of the
listing agreement with stock Exchange is so far as it is applicable to them and there is
no non compliance thereof during the year ended 31st March, 2012.
For Fintech Communication Ltd.
Sd/-
Sunil Shah
Chairman
Place: Mumbai
Date: 13-8-2012
GENERAL SHAREHOLDERS INFORMATION:
ANNUAL GENERAL MEETING: Annual General Meeting for 2011-12.
DAY & DATE : SATURDAY, 29th SEPTEMBER, 2012.
TIME : 11 A. M.
VENUE : Registered Office.
FINANCIAL CALENDAR:
* Financial reporting for the quarter ended June 30, 2012 : Mid of August, 2012. *
Financial reporting for the quarter ended Sept.30, 2012 : Mid of November, 2012.
* Financial reporting for the quarter ended Dec. 31, 2012 : Mid of February, 2013.
* Financial reporting for the Year ended March 31, 2013 : Audited Results by end of
May, 2013 tentatively
DATE OF BOOK CLOSURE: 26/09/2012 TO 29/09/2012 [Both days inclusive].
SHARE TRANSFER SYSTEM:
Share Transfer Requests are received at the registered office of the Company’s
well as directly at RTAs office. RTA does the verification and processing of documents. In
order to comply with the requirement of SEBI circular Nos. SMD/POLICY/CIR-10/02 dated May
7, 2002 to effect transfer of shares within one month, the RTA has been authorised to
process, approve and effect transfer of shares on behalf of the Company at fortnightly
intervals. The share certificates duly endorsed for transfer are returned to shareholders
within stipulated time of 30 days.
TRANSFER UNDER PHYSICAL AND DEMAT MODE:
ADROIT CORPORATE SERVICES PVT. LTD.
[ Unit : Fintech Communications Limited ]
19, Jafarbhoy Industrial Estate, 1st Floor,
Makwana Road, Marol Naka,
Andheri [ East ], Mumbai - 400 059.
Tel No. : 2859 4060/ 2859 6060
Fax: 28 50 3748 E-mail: adroits@vsnl.net
COMPLIANCE OFFICER:
Mr. Sunil Shah
ADDRESS FOR CORRESPONDENCE:
M. V. Bhuta Compound,
Mogra Road,
Andheri [East],
Mumbai 400069.
LISTING:
The BSE Limited, Mumbai.
The annual listing fee for the year 2012-13 has been paid.
STOCK CODE OF THE COMPANY:
The BSE Limited, Mumbai
Scrip Name : Fintech Communication Ltd
Scrip Code : 531754.
Electronic Mode : INE815B01011.
DEPOSITORY CONNECTIVITY: NSDL and CDSL.
ISIN NO. FOR THE COMPANY’S SECURITY: INE815B01011.
DEMATERIALISATION OF SHARES:
As on March 31, 2012, 3,787,660 Shares representing 75.75% of total Equity Shares were
held in dematerialized form with NSDL and CDSL. Member can hold shares in electronic forms
and trade the same in Dematerialized form. However, they may hold the same in physical
form also.
GENERAL BODY MEETINGS:
The last three Annual General Meetings were held as under:
| Financial Year |
Date |
Time |
Venue |
| 31.03.2009 |
29.09.2009 |
10:30 A.M. |
Registered Office |
| 31.03.2010 |
27.09.2010 |
11:30 A.M. |
Registered Office |
| 31.03.2011 |
30.09.2011 |
10:00 A.M. |
Registered Office |
All the matters as set out in the respective notices were passed by the Shareholders.
No special resolution was required to be put through postal ballot last year.
STOCK PRICE DATA:
Not given as there was no trading in the securities of the company during the period
under review.
SHAREHOLDING PATTERN AS ON MARCH 31, 2012:
| Category |
No. Of shares held |
% of shareholding |
| Promoters |
1,75,000 |
3.50 |
| Private Bodies Corporate |
2,37,183 |
4.74 |
| Financial Institutions / Banks |
15,200 |
0.30 |
| Indian Public |
45,74,417 |
91.40 |
| NRI/OCBs |
3,200 |
0.06 |
| Total |
50,05,000 |
100.00 |
DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2012:
| No. of Equity Shares held |
No. of Shareholders |
No. of Shares held |
% of Equity Capital |
| Upto 500 |
3836 |
920372 |
72.98 |
| 501-1000 |
722 |
617604 |
13.74 |
| 1001-2000 |
339 |
542730 |
6.45 |
| 2001-3000 |
120 |
308755 |
2.28 |
| 3001-4000 |
51 |
187384 |
0.97 |
| 4001-5000 |
48 |
225192 |
0.91 |
| 5001-10000 |
78 |
576344 |
1.48 |
| 10001 & above |
62 |
1626619 |
1.18 |
| Total |
5256 |
5005000 |
100.00 |
For & On Behalf of the Board
For Fintech Communication Ltd.
Sd/-
Sunil Shah
Chairman
Place: Mumbai
Date: 13-08-2012
ANNEXURE TO CORPORATE GOVERNANCE REPORT
Declaration regarding affirmation of Code of Conduct
In terms of the requirements of the amended clause 49 I (D) (ii) of the listing
agreement, this is to confirm that all the members of the Board and the senior managerial
personnel have affirmed compliance with the code of conduct for the year ended 31st
March 2012.
For Fintech Communication Ltd.
Sd/-
Sunil Shah
Chairman
Place: Mumbai
Date: 13-8-2012
CERTIFICATION
BY CHIEF EXECUTIVE OFFICER / CHIEF FINANCIAL OFFICER
The Board of Directors
Fintech Communication Limited
100, M.V. Bhuta Compound, Opp. Tarun Plastic,
Andheri (East), Mumbai 400 069
I, the undersigned, in my capacity as Chief Executive Officer of Fintech
Communication Limited ("the Company"), to the best of my knowledge and
belief certify that: a. I have reviewed the financial statements and the cash flow
statement of the company for the year ended March 31, 2012 and that to the best of my
knowledge and belief :
(i) these statements do not contain any materially untrue statement or omit any
material fact or contain statement that might be misleading;
(ii) these statements present a true and fair view of the company’s affairs and
are in compliance with existing accounting standards, applicable laws and regulations.
b. There are, to the best of my knowledge and belief, no transactions entered into by
the company during the year which are fraudulent, illegal or violative of the
company’s code of conduct.
c. I accept the responsibility for establishing and maintaining internal controls and I
have evaluated the effectiveness of the internal control systems of the company pertaining
to financial reporting and I have disclosed to the Auditors and the Audit Committee,
deficiencies in the design or operation of internal controls, if any, of which I am aware
and the steps taken or propose to take to rectify these deficiencies.
d. I have indicated, based on my most recent evaluation, wherever applicable, to the
Auditors and the Audit committee
(i) significant changes in internal control over financial reporting during the year;
(ii) significant changes in accounting policies during the year and that the same have
been disclosed in the notes to the financial statements; and
(iii) instances of significant fraud of which I have become aware and the involvement
therein, if any, of the management or an employee having a significant role in the
company’s internal control system over financial reporting.
For Fintech Communication Ltd.
Sd/-
Sunil Shah
Chairman
Place: Mumbai
Date: 13-8-2012
Auditors’ Certificate
To
The Members,
FINTECH COMMUNICATION LIMITED
We have examined the compliance of conditions of Corporate Governance by FINTECH
COMMUNICATION LIMITED for the year ended on March 31, 2012, as stipulated in clause 49
of the Listing Agreement of the said Company with Stock Exchange(s).
The compliance of conditions of Corporate Governance is the responsibility of the
management. Our examination was limited to procedures and implementation thereof, adopted
by the Company for ensuring the compliance of the conditions of the Corporate Governance.
It is neither an audit nor an expression of opinion on the financial statements of the
Company.
In our opinion and to the best of our information and according to the explanations
given to us, we certify that the Company has complied with the conditions of Corporate
Governance as stipulated in clause 49 of the Listing Agreement.
We further state that such compliance is neither an assurance as to the future
viability of the Company nor the efficiency or effectiveness with which the management has
conducted the affairs of the Company.
FOR S.M. BHAT AND & ASSOCIATES
CHARTERED ACCOUNTANTS
Sd/-
[S. M. BHAT]
PROPRIETOR
Place: Mumbai
Date: 13-8-2012
+91-9892691696
