India Finsec Ltd Directors Report.
Your Directors have pleasure in presenting the Twenty Fifth Annual Report of the Company with the Audited Financial Statements (Standalone & Consolidated) and the Auditors Report of your Company for the financial year ended 31st March, 2019.
1. COMPANY BACKGROUND
India Finsec Limited ("the Company") is a RBI registered Non-Banking Financial Company ("NBFC"). 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, 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. 3,68,24,329/- and Rs. 16,48,640/- respectively as on March 31, 2019 as against Rs. 5,88,74,302/- and Rs. 1,22,66,830 respectively in the previous year.
Your Company has been able to achieve substantial market share, steady price for its products by taking up newer challenges.
STATEMENT OF AFFAIRS
The Companys Performance during its Twenty Fifth years of Operations is summarized below:
|Particulars||Financial year ended (in Rs.)|
|March 31, 2019||March 31, 2018||March 31, 2019||March 31, 2018|
|Profit/(Loss) before tax||22,36,950.00||1,64,64,968.00||2,92,29,030.00||1,67,52,772.00|
|Profit/(Loss) after tax||16,48,640.00||1,22,66,830.00||2,20,87,810.00||1,23,80,913.00|
|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||19,92,25,226.00||19,72,78,982.00||21,61,38,348.00||20,37,40,143.00|
3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managements Discussion and Analysis is set out in the Annual Report.
4. BUSINESS RESPONSIBILITY REPORT
As per Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, top five hundred (500) listed entities based on market capitalization shall contain the Business Responsibility Report in their Annual Report. As the Company does not fall under top 500 listed Companies based on market capitalization, therefore, this regulation is not applicable to the Company.
The Board of Directors of the Company has decided not to declare any dividend for the financial year under consideration.
6. TRANSFER TO RESERVES
In terms of Section 45-IC of the RBI Act 1934, the Company registered as NBFC with RBI is required to transfer at least 20% of its Profit after tax to a Reserve Fund before dividend is declared. As at the year end, an amount of Rs. 3,29,728 has transferred to the Reserve Fund.
7. 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.
8. MATERIAL CHANGES AND COMMITMENTS
There is no material change which may affect the financial position of the Company between the end of financial year and up to the date of this report.
9. 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 Companys internal financial controls were adequate and effective during the financial year 2018-19. The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.
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., Chartered Accountants was appointed as the Statutory Auditors of the Company to hold office for a period of 4 years i.e. from the conclusion of the 24th Annual General Meeting of the Company held on 29th September, 2018 till the conclusion of the 28th AGM to be held in the year 2022.
Pursuant to the Notification issued by the Ministry of Corporate Affairs on 7th May, 2018, amending section 139 of the Companies Act, 2013, the mandatory requirement for ratification of appointment of Auditors by the Members at every AGM has been omitted and hence your Company has not proposed ratification of appointment of M/s V. N. Purohit & Co., Chartered Accountants, at the forthcoming AGM.
The Auditors Report is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.
The Auditors Report for financial year ended 2019, does not contain any qualification, reservation or adverse remarks.
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 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 Auditors report is enclosed with the financial statements in this Auditors Report.
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 2018-2019.
Secretarial Audit Report
The Secretarial Audit Report for the financial year ended March 31, 2019 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)
Secretarial Audit Report
The Secretarial Audit Report of IFL Housing Finance Limited, subsidiary of India Finsec Limited, for the financial year ended March 31, 2019 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-II)
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, 2019. 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. The Report do not contain any qualification, observation, reservation, adverse remark or disclaimer.
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.
12. SHARE CAPITAL
As on 31st March, 2019, the Authorised share capital of the Company was Rs. 30,00,00,000 and the paid up equity share capital 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.
13. LISTING FEES
The Company has paid the Annual Listing Fees to the Bombay Stock Exchange Limited (BSE) for the financial year 2019-20.
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 9 as Annexure-III has been enclosed with the Boards Report.
As required under Section 134(3)(a) of the Companies Act, 2013 the extract of annual return shall be uploaded on the website of the Company www.indiafinsec.com.
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 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.
There has been no change in the following policies during the financial year 2018-19:
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 material 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/
17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED
During the financial year 2018-19, no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations 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 (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 ("CSR Committee") of the Board. But this provision is not applicable on our company; because in any previous financial year (including 2018-2019) our company has not reached this limit.
19. 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 Directors 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|
There has been no change in the composition of the board of directors of the Company. 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.
20. REMUNERATION OF KEY MANANGERIAL PERSONNEL
Mr. Gopal Bansal (Managing Director) the Key Managerial Personnel of the Company has been paid Gross monthly remuneration of Rs. 1,00,000 from 01st April, 2018 to 30th September, 2018 and Rs.2,00,000/- (Rupees Two Lakhs Only) w.e.f. 01st October, 2019 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 not any paid Gross monthly remuneration from the Company.
21. 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.
22. 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.
23. NUMBER OF MEETINGS OF THE BOARD
The Board of Directors duly met 14 (Fourteen) 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.
24. 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 6 (Six) 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 Committees 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 1 (One) Nomination and Remuneration Meetings were held.
Nomination and Remuneration Policy
The policy of the Company on Directors Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-section(3) of Section 178 of the Companies Act, 2013 is placed on the website of the Company i.e. www.indiafinsec.com and 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 IV.
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 1 (One) 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 Companys competitive advantage. This risk framework thus helps in managing market, credit and operations risks and quantifies exposure and potential impact at a Company level.
25. DETAILS OF SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANIES
During the year under review, we have one subsidiary company i.e. "IFL Housing Finance Limited". 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. 39,49,50,000/- was made in a subsidiary i.e. IFL Housing Finance Limited. Further, IFL Housing Finance Limited reported revenue of Rs. 7,31,52,361/- and profit after tax of Rs. 2,04,39,169 as compared to revenue of Rs. 36,89,191/- and incurred a loss of Rs. 3,44,069 in the last year.
Furthermore, IFL Enterprises Limited ceases to be an associate company in the financial year 2018-19.
26. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
The performance and financial position of "IFL Housing Finance Limited" (Subsidiary) for the financial year 2018-2019 are mentioned below:
The Particulars of Subsidiaries, Associates and Joint Ventures read with Companies (Accounts) Rules, 2014 are attached herewith in Form AOC 1 as Annexure-V.
27. 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.
28. 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 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of Such Contracts and Arrangements are enclosed as Annexure-VI in Form AOC-2.
The policy on Related Party Transactions is displayed on the website of the Company and the web link is http://www.indiafinsec.com/investors-info/.
29. 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 maximizes "Your" 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.
30. 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, Non-Executive 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.
31. 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 Employees.
32. 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) 2018-2019||Increase (%)||Ratio of Directors Remuneration to Median remuneration including||Ratio of Directors Remuneration to Median remuneration excluding|
|Managing Director||Managing Director|
|Mr. Gopal Bansal||Managing Director||24.00||100.00||3.82:1||3.91:1|
|Mr. Mukesh Sharma*||Director||0.90||0.00||0.29:1||0.29:1|
|Mr. Manoj Kumar Gupta||CFO||9.60||0.00||3.06:1||3.13:1|
|Ms. Varsha Bharti||Company Secretary||0.00||0.00||-||-|
2. Median remuneration of employees of the Company including Managing Director are Rs. 3,32,960/- and Rs. 3,13,935 and median remuneration employees excluding Managing Director are Rs. 3,00,000 and Rs. 3,06,968 for the financial year 2018-19 and 2017-2018 respectively.
3. The Percentage increase in median remuneration of employees (including Managing Director) is 6.06% and percentage decrease in median remuneration of employees (excluding Managing Director) is 2.27 % in the Financial Year.
4. Number of permanent employees on the rolls of the Company: 14 (As at 31st March, 2019).
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.
(B) Statement of particulars of employees pursuant to Rule5((2) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 N.A.
(C) Statement of particulars of employees pursuant to Rule 5 (3) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014- N.A.
32. PREVENTION OF SEXUAL HARRASEMENT OF WOMEN AT WORKPLACE
The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace and has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No case was reported during the year under review.
33. DIRECTORS 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, 2019, 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;
(E) the directors have laid down internal financial controls, which are adequate and operating effectively; and
(F) 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. 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 Companys 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.
35. 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.
36. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER SE
None of the Directors are related to each other.
37. 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 Companys 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.
38. CAUTIONARY NOTE
The statements forming part of the Boards 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.
39. SECRETARIAL STANDARDS
The Company complies with all applicable secretarial standards.
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|
|Gopal Bansal||Mukesh Sharma|
|Date: 30.05.2019||Managing Director||Director|