Money Masters Leasing & Finance Ltd Directors Report.
Your Directors have pleasure in presenting their 23rd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2019.
1. FINANCIAL RESULTS:
|Particulars (Standalone)||(Amount in INR/lakhs)|
|Profit before exceptional items and Tax||49.38||44.71|
|Less: Exceptional Items||-||-|
|Profit before Tax||49.38||44.71|
|Less: Provision for Tax||12.50||12.13|
|Profit after Tax||36.88||32.58|
Your directors have decided to deployed back the profits earned during the year and therefore not recommended any dividend for the current financial year. However, the Company has not issued bonus shares during the financial year ended 2019.
There are no amounts transferred to Reserves during the year under review except transfer of Rs. 737,533/- to Reserves Funds under Section 45IC of Reserve bank of India Act, 1934. Credit balance of Profit and Loss Account is transferred to "Reserves and Surplus" in Balance Sheet.
4. INFORMATION ON THE STATE OF COMPANYS AFFAIR:
The Company during the year sanctioned and disbursed 681 Loan out of which 465 auto rickshaws loans and 216 other secured loans against hypothecation of computers, equipment, machinery etc. Totaling to a tune of Rs 2077.38 lacs. During the year the company collected Rs 1023 lacs by way of installments from hire purchase & loan accounts. The company maintained its Asset Financing ratio way above the required RBI norms of 60% of its total assets, hence continuing as NBFC AFC.
5. PERFORMANCE REVIEW:
The Company is engaged in the business of Hire-purchase finance. The net receipts from Operations during the year under review were Rs. 264.65 lacs as against Rs. 233.51 lacs in the previous year. The Profit after tax is Rs. 36.88 lacs as against Rs.32.58 lacs in the previous year.
6. SNAPSHOT OF PERFORMANCE:
|(Amount in INR/lakhs)|
|Deposits and interest payable||-||-|
|Asset Financing and interest receivable||2056.69||1889.07|
Gross and Net Non-Performing Advances have been Rs. 95.39 lacs and Rs. 51.57 lacs in FY 2017-18. In percentage terms Gross NPAs are now at 3.70 % and Net NPAs are at 2.58 % of total assets. Provision for NPA has been done in accordance to the norm.
Appropriations from the net profit after the write offs, write backs and provisioning have been affected as under:
|Appropriations||(Amount in INR/lakhs)|
|Provision for Income tax||12.50|
|Preference Share dividend and Dividend Distribution tax||23.14|
|Transfer to Reserves Fund 45IC||7.37|
8. MATERIAL CHANGES AND COMMITMENTS BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT:
Company has been decided to migration of the Company from the BSE SME exchange to the BSE main Board, same has been approved by the shareholders of the Company under the Postal ballot Meeting held on 09th July 2019, and also same has been intimated to the Stock Exchange and Registrar of the Companies. During the year Company have allotted 4200000 Equity shares out of which 3096200 7% Cumulative preference shares adjusted and same have been converted into Equity shares.
9. DIRECTORS RESPONSIBILITY STATEMENT:
As per the clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors state 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 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; and
e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
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.
10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any subsidiary, joint ventures and associate company.
11. SHARE CAPITAL:
The Paid-up Share Capital as on March 31, 2019 was Rs. 100382290/- comprising of 19355000 Equity Shares of Rs. 10/- each.
12. CAPITAL ADEQUACY RATIO:
|(a) Tier I capital||50.45|
|(b) Tier II capital||8.95|
(Minimum required by RBI norms 15%).
Net worth of Company as at March 31, 2019 was Rs.1284.37 lacs comprising of Equity Shares, Preference Shares, Reserves and Share Premium.
The company has stopped accepting public deposits since December 2011.And has now registered as Non Deposit accepting NBFC (NBFC-ND)
15. ASSET FINANCING:
The average yield on Advances was 16.5 % pa. The Company was always above the required minimum norm of Asset financing of 60% of Total Assets.
The Company had Not make any Investment during the financial year 2018-19.
17. KNOW YOUR CUSTOMER (KYC/ANTI-MONEY LAUNDERING (AML) MEASURES:
The Company has been implementing KYC/AML policy as approved by the Board of Directors in accordance with the PMLA 2002 (Prevention of Money Laundering Act 2002) and RBI/IBA (Reserve Bank of India/Indian Banks Association) guidelines.
18. HUMAN RESOURCES: KEY COMPETITIVE ADVANTAGE:
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 self-generating assets like Auto rickshaws, taxis, machineries, equipments etc.
The Management has a healthy relationship with the officers and the Employee.
19. RISK MANAGEMENT POLICY:
The Company has adopted a Risk Management Policy duly approved by the Board and is overseen by the Audit Committee of the Company on a continuous basis to identify, assess, monitor and mitigate various risks to key business objectives.
20. ADEQUACY OF 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.
21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required by Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis Report, which forms part of this Annual Report.
22. PREVENTION OF SEXUAL HARASSMENT POLICY:
The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up headed by Ms. Anjum Syed to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2017-2018, no complaints were received by the Company related to sexual harassment.
24. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Hozef Darukhanawala, Managing Director of your Company was re-appointed for a period of 3 (three) years commencing from October 01, 2019 to September 30, 2022 by the shareholders of the Company at 23rd AGM of your Company held on September 30, 2019.
Further, in compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions, if any of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Nathmal Gokuldas Lohia (DIN 00177112) and Ms. Sadhana Pai (DIN 00177146) were re-appointed as Independent Directors on the Board of Directors of your Company at 23rd AGM of your Company held on September 30, 2019 to hold office upto 5 (five) consecutive years.
Ms. Anjum Sayed is Chief Financial Officer of the Company w.e.f. March 30, 2017.
Mrs. Duraiya Hozef Darukhanawala (DIN: 00177073), Non-Executive Director is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible she has offered herself for re-appointment. Your Board has recommended her re-appointment.
25. DECLARATION OF INDEPENDENT DIRECTORS:
The Company has received declarations from all Independent Directors as required under section 149(7) that they meet the criteria of independence as laid down under Section 149(6) of the Act.
26. EVALUATION OF BOARDS PERFORMANCE:
Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees.
27. BOARD AND BOARD COMMITTEES:
During the year under review, the Board met Four times on 29th May, 2018, 30th June, 2018, 12th November, 2018, and 14th February, 2019 The Board has constituted following three Committees:
a. Audit Committee:
Audit Committee comprises of two Independent Directors and one Executive Director. Mr. Nathmal Lohia is the Chairman of Audit Committee and Dr. Sadhana Pai and Mr. Hozef Darukhanawala are the other members of the Committee. During the year under review the Audit Committee met 4 times on 29th May, 2018, 30th June, 2018, 12th November, 2018 and 14th February, 2019 and all the members have attended the said meetings.
b. Nomination and Remuneration Committee:
Nomination and Remuneration Committee comprises of three non-executive directors. Dr. Sadhana Pai is the Chairperson of the said Committee and Mr. Nathmal Lohia and Mrs. Duraiya Darukhanawala are the other members of the Committee. During the year under review the committee met 2 times on 29th May, 2018 and 14th November, 2018 and all the members have attended the said meetings.
c. Stakeholders Relationship Committee:
Stakeholder Relationship Committee comprises of two non-executive Independent directors. Said committee was chaired by Dr. Sadhana Pai and Mr. Nathmal Lohia and Mr. Hozef Darukhanawala are the other members of the Committee. The committee met 4 times on 29th May, 2018, 30th June, 2018, 12th November, 2018 and 14th February, 2019 and all the members have attended the said meetings.
28. MANAGERIAL REMUNERATION:
Disclosures of the ratio of the remuneration of each director to the median employees remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as "Annexure A".
The details of remuneration paid to the Managing Director of the Company are given in Form MGT-9 forming part of the Directors Report.
29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Company is registered Non-Banking Financial Company (NBFC) and therefore the provision related to loans and investments u/s 186 is not applicable.
30. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company is not required to develop and implement any Corporate Social Responsibility initiatives as the said provisions are not applicable.
31. RELATED PARTY TRANSACTIONS:
During the financial year 2018-19, your Company has not executed any transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014. During the financial year 2018-19, there were no transactions with related parties which qualify as material transactions under the Listing Regulations.
Your Company has framed a Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board.
32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are as below:
Energy Conservation: Company working in such business segment which does not require it to take steps for energy conservation.
Technology Absorption: company working in such business segment which does not require to take steps for Technology Absorption.
Foreign Exchange Earnings and Outgo: During the period under review there was no foreign exchange earnings or out flow.
34. STATUTORY AUDITORS:
M/s. Varsha Sangai & Co., Chartered Accountant having Firm Registration No.063381 is appointed as a Statutory Auditors for a period of next 5 years subject to ratification of appointment in every year till the conclusion of the Twenty Sixth Annual General Meeting of the Company to be held in the year 2022.
35. AUDITORS OBSERVATION & REPORT:
The observation made in the Auditors Report read together with relevant notes thereon are self-explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.
36. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Ratish Tagde & Associates, Practicing Company Secretaries for conducting Secretarial Audit of the Company for the financial year 2018-2019.
The Secretarial Audit Report for the year ended on 31st March, 2019 is annexed herewith as "Annexure B".
Boards Reply of the comments in the Secretarial Audit Report:
|The Company has not appointed internal auditor for the financial year under review.||The Company will finalize the said appointment in the current financial year 2018-2019.|
|The website of the Company is not updated. The website does not have details of financial data, policies as required under Clause 33, 34 and 43 of the SME Listing Agreements.||The Company is in process of updating the website and will update the details as required under SME Listing Agreements.|
37. EXTRACT OF THE ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure C" to this Report.
The Board of Directors wish to acknowledge the continued support and co-operation extended by the Securities and Exchange Board of India, Reserve Bank of India, Stock Exchanges, Ministry of Corporate Affairs, other government authorities, Bankers, customers and other stakeholders for their support and guidance.
Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company at all the levels.
The Board is also indebted to the RBI, and other regulatory authorities, various financial institutions, Banks for their valuable support and guidance to the company from time to time.
|On behalf of Board of Directors of|
|Money Masters Leasing & Finance Limited|
|Place: Mumbai||Hozef Darukhanawala|
|Date: September 1, 2019||Managing Director|
Annexure A to Boards Report
Information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
A. Ratio of remuneration of each Director to the median remuneration of all the employees of your Company for the Financial year 2018-19 is as follows:
|Name of Director||Total Remuneration (Rs.)||Ratio of remuneration of director to the median remuneration|
|Mr. Hozef Darukhanawala||23,60,000||17:87:18|
1. The aforesaid details are calculated on the basis of remuneration for the financial year 2018-19.
B. Details of percentage Decrease/ Increase in the remuneration of each Director and CFO & Company Secretary in the financial year 2018-19 are as follows:
|Mr. Hozef Darukhanawala||Managing Director||27,60,000||27,60,000||-|
|#Ms. Anjum Syed||Chief Financial Officer||4,67,000||4,63,115||-|
# Appointed on 30th March, 2017
1. The remuneration to Directors is within the overall limits approved by the shareholders.
C. Percentage increase in the median remuneration of all employees in the financial year 2018-19:
The median remuneration of the employees in the financial year was increased by 16.43%
D. Number of employees on the rolls of the Company as on March 31, 2018:
* including employees resigned during the year.
E. Explanation on the relationship between average increase in remuneration and Company Performance:
Performance of the Company in terms of revenue has increased. However there is decrease in profitability of the Company. To boost the morale of employees the company has increased remuneration of it employees.
Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company.
Key Managerial Personnel includes Managing Director only. With respect to MDs remuneration, since he looks after the companys operation in total and with an experience of more than 35 years into Banking & Finance MD is being remunerated much lower to the industry norms.
F. Details of Share price and market capitalization:
The details of variation in the market capitalization and price earnings ratio as at the closing date of the current and previous financial years are as follows:
|As on March 31, 2019||As on March 31, 2018||Increase / (Decrease) in %|
|Price Earnings Ratio||10.14*||10.14*||20.71%|
|Market Capitalization (in lacs)||332.19*||332.19*||18.94%|
* on the basis of last traded price on 28th September, 2017
Comparison of share price at the time of first public offer and market price of the share of 31st March, 2018:
|Market price as on 31st March , 2019||No Quote is available|
|Last traded price was Rs. 5.69 on 28th September, 2017|
|Market price as on 31st March , 2017||No Quote is available|
|% increase of Market price over the price at the time of initial public offer *||(62.13%)|
* considered last traded price.
1. Last traded share price on Bombay Stock Exchange of India Limited (BSE) has been used for the above tables.
G. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;
The was no increase in salaries of the employees and also there was no change in salaries of KMP.
H. Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company
As stated above in point no. A and F.
I. The key parameters for any variable component of remuneration availed by the directors;
There is no variable component included in the remuneration of the director.
J. There are no employees of the Company who receive remuneration in excess of the highest paid Director of the Company.
Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and senior management is as per the Remuneration decided by Nomination and Remuneration Committee of your Company.