Oracle Credit Ltd Directors Report.
To The Members,
Oracle Credit Limited
Your Directors have pleasure in presenting the 29th Annual Report on the business and operations of the Company together with the audited Financial Statements of the Company for the financial year ended March 31, 2019.
A summary of the financial performance of the Company during the financial year 2018-19 along with previous year figures are given below:
|Revenue from Operations||26,87,109||24,91,388|
|Profit before Depreciation and Tax||14,22,342||5,62,649|
|Profit before Tax||14,17,215||5,53,316|
|Less: Tax Expense||3,68,250||1,82,538|
|Profit/ (Loss) after Tax||10,48,965||3,70,778|
|Add: Balance brought forward from previous year||(25,01,572)||(27,82,784)|
|Transfer to RBI Reserve Fund A/c||2,09,793||(74,156)|
|Income Tax refund Non-recoverable||-||(15,410)|
|Balance carried forward to Balance Sheet||(16,62,400)||(25,01,572)|
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 92 and 134 of the Companies Act, 2013 read with the allied Rules, an extract of Annual Return in the prescribed Form MGT-9 is annexed to this Report as Annexure-I.
NUMBER OF BOARD MEETING
The Board of Directors of the Company meets at regular intervals to take business decisions and to discuss the performance of the Company. During the financial year ended March 31, 2019, the Board of Directors met Seven times viz. on 23/05/2018, 10/08/2018, 28/08/2018, 03/11/2018, 31/12/2018, 08/02/2019 and 30/03/2019. The maximum interval between any two meetings was not more than one hundred and twenty days.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that: i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii. they 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 at the end of the financial year and of the profit and loss of the Company for that period; iii. they have 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. they have prepared the annual accounts on a going concern basis; v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
During the year under review, no incident of fraud has been reported by the Auditors to the Audit Committee pursuant to the provisions of Section 143(12) of the Companies Act, 2013.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received the Declaration of Independence from its Independent Directors i.e. Mr. Girish Chand Jain (DIN: 00266932) and Mr. Surinder Kumar Nagpal (DIN: 01171148) confirming that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013 and that they are not disqualified from continuing their appointment as Independent Director.
NOMINATION AND REMUNERATION POLICY
The Companys Policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under Section 178(3) of the Companies Act, 2013 can be accessed on the Companys website at http://www.oraclecredit.co.in/pdf/policies/No mination%20and%20Remuneration%20Polic y.pdf. The Policy is enclosed as Annexure II
RESPONSE TO AUDITORS REMARKS
There is no qualification, reservation, adverse remark or disclaimer made by M/s. Jain Arun & Co., Chartered Accountant, Statutory Auditor of the Company and M/s Siddiqui & Associates, Company Secretaries, Secretarial Auditor of the Company in their Report for the financial year 2018-19.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The Company, being a Non-Banking Finance Company registered with the Reserve Bank of India and engaged in the business of giving loans, is exempt from complying with the provisions of Section 186 of the Companies Act, 2013 in respect of loans, guarantees and security provided by it. Accordingly, the disclosures of the loans and guarantees given as required under the aforesaid Section have not been given in this Report. Further, the Company has not made any investments attracting the provisions of Section 186 of the Companies Act, 2013 during the year under review.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review, all the contract or arrangement entered into by the Company, if any, with its related parties were in ordinary course of business and on arms length.
Accordingly, the disclosure in Form AOC-2 as prescribed under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is not required and hence, the same is not attached with this Report. Details of transactions with related parties as required by the Accounting Standards (AS 18) have been made in the notes to the Financial Statements of the Company. Related Party Transactions Policy can be accessed at http://www.oraclecredit.co.in/pdf/RELATED% 20PARTY%20TRANSACTION%20POLICY.pdf.
STATE OF COMPANYS AFFAIRS
During the year under review, total revenue of the Company increased to Rs. 26,87,109 as compared to Rs. 25,14,918 /- during the financial year 2017-18 registering an increase of 6.85%. The Net Profit after Tax of the Company has also increased to Rs.10,48,965 as compared to Rs. 3,70,778/- during the financial year 2017-18 registering a growth of 182.91%.
TRANSFER TO RESERVES
The Board of Directors of the Company in its Meeting held on May 29, 2019 resolved not to transfer any amount to General Reserve.
TRANSFER TO RBI RESERVE FUND ACCOUNT
Details of the amount transferred by the Company to RBI Reserve Fund Account as per the provisions of Section 45-IC of the Reserve Bank of India Act, 1934 are given in the Financial Statements of the Company for the year ended March 31, 2019 forming part of this Annual Report.
The Board of Directors of the Company deems it appropriate to preserve the financial resources of the Company for its future activities and therefore, did not recommend any dividend on the Equity Shares for the financial year ended March 31, 2019.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which Financial Statements relate i.e. March 31, 2019 and the date of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company being a Non-Banking Finance Company (NBFC) does not have any manufacturing activity. Thus, the provisions related to conservation of energy and technology absorption are not applicable on the Company. However, the Company makes all efforts towards conservation of energy, protection of environment and ensuring safety.
Further, the Company does not have any foreign exchange earnings and outgo.
RISK MANAGEMENT POLICY
Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has a structured Risk Management Policy duly approved by the Board of Directors. The Risk Management process is designed to safeguard the Company from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business of the Company. The potential risks are integrated with management process such that they receive the necessary consideration during the decision making. It has been dealt in greater detail in Management Discussion and Analysis Report annexed to this Report. The Risk Management Policy of the Company can be accessed at http://www.oraclecredit.co.in/pdf/policies/Ris k%20Management%20Policy.pdf
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of Section 135(1) of the Companies Act, 2013, the provisions related to Corporate Social Responsibility (CSR) are applicable on companies having net worth of rupees five hundred crore or more; or turnover of rupees one thousand crore or more; or a net profit of rupees five crore or more.
The present financial position of the Company does not make it mandatory for the Company to undertake CSR initiatives or to formulate CSR Policy during the Financial Year ended March 31, 2019. The Company will constitute CSR Committee, develop CSR Policy and implement the CSR initiatives whenever the same becomes applicable on the Company.
ANNUAL PERFORMANCE EVALUATION
In compliance with the provisions of the Act, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation was carried out as under:
In accordance with the criteria suggested by The Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meeting, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the view that performance of the Board of Directors as a whole was satisfactory.
Committees of the Board
The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc. The Board was of the view that all the committees were performing their functions satisfactorily.
In accordance with the criteria suggested by The Nomination and Remuneration Committee, the performance of each director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters. Independent Directors, at their separate meeting, have evaluated the performance of Non-independent Directors and the Board as a whole; and of the Chairman of the Board, taking into account the views of other Directors; and assessed the quality, quantity and timeliness of flow of information between the Companys Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Board and the Independent Directors were of the view that performance of the all the Directors as a whole was satisfactory.
The evaluation framework for assessing the performance of the Directors includes the following broad parameters: Relevant expertise; Attendance of Directors in various meetings of the Board and its Committees; Effective participation in decision making process; Objectivity and independence; Level of awareness and understanding of the Companys business;
Professional conduct of the directors in various meetings of the Board and its committees; Compliance with the Code of Conduct of the Company; Ability to act in the best interest of the Company.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
As on March 31, 2019, the Company does not have any Subsidiary, Associate or Joint Venture Company.
CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY
During the financial year ended March 31, 2019, there has been no change in the nature of business activities of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Following are the details of Directors and Key Managerial Personnel (KMP) of the Company as on March 31, 2019:
|S.No.||Name of the Director/ KMP||Designation|
|1.||Mr. Ashok Kumar Jain||Managing Director|
|2.||Mrs. Meena Jain||Non-Executive Non-Independent Director|
|3.||Mr. Girish Chand Jain||Non-Executive Independent Director|
|4.||Mr. Surinder Kumar Nagpal||Non-Executive Independent Director|
|5.||Mr. Girish Kumar||Chief Financial Officer|
|6.||Ms. Kalpana||Company Secretary|
During the year under review following changes took place in the Board of Directors and Key Managerial Persons:
i. Ms. Kalpana was appointed as Company Secretary and Compliance Officer of the company w.e.f. December 31, 2018.
ii. Mr. Girish Kumar was appointed as Chief Financial Officer of the company w.e.f. March 30, 2019. On his appointment, Mr. Ashok Kumar Jain, Managing Director, ceased to discharge the duties of Chief Financial Officer of the company w.e.f. March 30, 2019.
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Meena Jain (DIN: 00209017) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers herself for re-appointment.
Mr. Girish Chand Jain (DIN: 00266932) and Mr. Surinder Kumar Nagpal (DIN: 01171148), Independent Directors of the company, has been re-appointed, based on the recommendation of the Board of Directors and Nomination and Remuneration Committee of the company, for the further term of 5 consecutive years w.e.f. 19 September, 2019 to 18 September, 2024, subject to approval of members at the ensuing annual general meeting.
None of the Directors of the Company are disqualified under the provisions of Section 164(2) of the Companies Act, 2013.
The Company, being a Non-Deposit accepting Non- Banking Finance Company, has not accepted/ invited any deposits from the public during the financial year ended March 31, 2019 in terms of the provisions of Chapter V of the Companies Act, 2013 read with the allied Rules and the Directions issued by Reserve Bank of India for Non-Deposit accepting Non-Banking Finance Companies and shall not accept any deposits from the Public without obtaining the prior approval of RBI.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL
During the financial year 2018-19, there were no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.
INTERNAL FINANCIAL CONTROLS
The Company has laid proper and adequate systems of internal financial control commensurate with the size of its business and nature of its operations with regard to the following-
i. Systems have been laid to ensure that all transactions are executed in accordance with managements general and specific authorization. There are well-laid manuals for such general or specific authorization.
ii. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.
iii. Access to assets is permitted only in accordance with managements general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.
iv. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.
v. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Companys policies.
DISCLOSURE UNDER SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The Disclosure required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure-III.
The Audit Committee of the Company is duly constituted in accordance with the provisions of Regulation 18 of SEBI (LODR) Regulations, 2015 read with Section 177 of the Companies Act, 2013 and other applicable laws. All Members of the Committee are persons with ability to read and understand the financial statement. As on March 31, 2019, the Audit Committee of the Company comprises of two Independent Directors i.e. Mr. Girish Chand Jain as Chairman and Mr. Surinder Kumar Nagpal as a Member, and one Director, Mr. Ashok Kumar Jain as a Member. The Chairman of the committee was present at the 28th Annual General Meeting. The terms of reference of the Audit Committee is as set out in Section 177 of the Companies Act, 2013 and other applicable laws. The Committee inter-alia reviews the adequacy of Internal Financial Controls and Financial Statements before they are submitted to the Board for their approval. All the recommendations made by the Members of the Audit Committee were accepted by the Board of Directors.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Regulation 19 of SEBI (LODR) Regulations, 2015 read with Section 178 of the Companies Act, 2013. As on March 31, 2019, the Nomination and Remuneration Committee of the Company comprises of two Independent Directors i.e. Mr. Surinder Kumar Nagpal as a Chairman, and Mr. Girish Chand Jain as Member and one Non-Executive Director, Mrs. Meena Jain as a Member. The Committee inter-alia identify persons who are qualified to become directors and who may be appointed in senior management, shall carry out evaluation of every directors performance, formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship committee is constituted in line with the provisions of Regulation 20 of SEBI Listing Regulations read with section 178 of the Companies Act, 2013. As on March 31, 2019, the Stakeholders Relationship committee of the Company comprises of two Non- Executive Directors i.e. Mrs. Meena Jain as Chairman, Mr. Girish Chand Jain as a Member and one Executive Director, Mr. Ashok Kumar Jain as a Member. The Committee inter-alia consider and resolve the grievances of security holders of the Company including redressal of investor complaints such as transfer of securities, non-receipt of dividend / notice / annual reports, etc.
Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has formulated a Whistle Blower Policy for the Directors and Employees to report genuine concerns or grievances about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct and provides safeguard against victimization of director or employees or any other person who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The same is also uploaded on the website of the Company at http://www.oraclecredit.co.in/pdf/Vigil%20M echanism.pdf.
During the year under review, no complaints have been received by the Company from any whistle blower.
In terms of provisions of Section 139 of the Companies Act, 2013, the Members of the Company at 27th Annual General Meeting (AGM) of the Company held on July 26, 2017 had appointed M/s. Jain Arun & Co., Chartered Accountant (Firm Registration No. 011158N) as Statutory Auditors of the Company for a period of five years to hold office until the conclusion of 32nd AGM subject to ratification by Members of the Company at each AGM.
The companies Amendment Act, 2017 had omitted the requirement of ratification of appointment of statutory auditors at every AGM which became effective from May 07, 2018. Hence ratification of appointment of M/s. Jain Arun & Co. as Statutory Auditors is not required.
M/s Multi Associates, Chartered Accountants, New Delhi (Firm Registration No. 509955C) was appointed as Internal Auditor of the Company pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Rule 13 of the Companies (Accounts) Rules, 2014. The Report of the Internal Auditors is reviewed by the Audit Committee.
M/s Siddiqui & Associates, Company Secretaries was appointed as Secretarial Auditor of the Company pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Rules framed thereunder.
The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2019, is annexed herewith as Annexure-IV.
COMPLIANCE WITH SECRETARIAL STANDARDS
Pursuant to Secretarial Standard issued by the Institute of Company Secretaries of India, company has complied with the applicable secretarial standard i.e. SS-1 & SS-2 (Meetings of Board of Directors & General Meetings) respectively, during the year under review.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the Financial Year 2018-19 as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report as Annexure-V.
As per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance provisions as specified in Regulation 17 to 27, clauses (b) to (i) of Regulation 46(2) and Paragraph C, D and E of Schedule V are not applicable on the companies whose paid- up share capital and net worth is less than Rupees Ten Crore and Rupees Twenty Five Crore respectively.
Since the paid-up share capital and net worth of the Company is less than the aforesaid threshold limit, the Company is not required to comply with the above mentioned Corporate Governance provisions.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 READ WITH ALLIED RULES
During the year under review, the company had less than ten employees. Hence the company is not required to constitute Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibitions and Redressal) Act, 2013. Further no complaint has been received by the company during the year under the said Act.
DISCLOSURE PERTAINING TO MAINTENANCE OF COST RECORD PERSUANT TO SECTION 148(1) OF THE COMPANIES ACT, 2013
The company is not required to maintain Cost Records as specified u/s 148(1) of the Companies Act, 2013 read with the applicable rules thereon for the Financial Year 2018-19. Hence the clause is not applicable to the Company.
During the financial year 2018-19, there has been no change in the share capital of the Company. The Paid-up Share Capital of the Company as on March 31, 2019 stands at Rs. 5,55,00,000 comprising of 55,50,000 Equity Shares of Rs. 10/- each.
The Listing Fees for the financial year 2019-20 has been paid by the Company to BSE Limited i.e. the Stock Exchange where shares of the Company are listed.
The Directors place on record their sincere thanks and appreciation for the continued services of the employees who have largely contributed to the efficient management of the Company. The Directors also place on record their appreciation for the support from the Government of India, the Reserve Bank of India, the Securities and Exchange Board of India, the Stock Exchange, Investors, Lenders and other regulatory authorities.
|For and on behalf of Board of Directors of|
|Oracle Credit Limited|
|Ashok Kumar Jain||Meena Jain|
|Date: 27.08.2019||Managing Director||Non-Executive Director|
|Place: New Delhi||DIN: 00091646||DIN: 00209017|