To,
The Members of
SAFAL SECURITIES LIMITED
Your Directors present the Annual Report and the audited financial statements for the
financial year ended March 31, 2020.
Pursuant to an application filed by Ontic Fineserve Limited before the Honble National
Company Law Tribunal, Ahmedabad Bench ("NCLT") in terms of Section 9 of the
Insolvency and Bankruptcy Code, 2016 read with the rules and regulations framed thereunder
("Code"), the NCLT had admitted the application and ordered the commencement of
corporate insolvency resolution process ("CIR process") of the Safal Securities
Limited ("Company"/ Corporate Debtor) vide its order dated November 29, 2019.
("Admission Order"). The NCLT had, pursuant to the Admission Order, appointed an
interim resolution professional (IRP) Mr. Suhas Bhattbhatt for the Corporate Debtor vide
its order dated November 29, 2019. In terms of the Admission Order, inter alia, the
management of the affairs of the Corporate Debtor was vested with the IRP.
Your Directors presenting the Boards Report of your Company together with the Audited
Statement of Accounts and the Auditors Report of your company for the financial year
ended, 31st March, 2020.
FINANCIAL HIGHLIGHTS
|
(Rs. In Lacs) |
| Particulars |
Standalone Figures |
|
2019-2020 |
2018-2019 |
| Gross Income |
- |
0.25 |
| Total Expenses |
0.29 |
0.82 |
| Net Profit Before Tax |
(0.29) |
(0.57) |
| Provision for Tax |
- |
- |
| Net Profit After Tax |
(0.29) |
(0.57) |
DIVIDEND
During the Year under review, since the Company is under CIR Process and due to current
year loss, No dividend on the equity shares of the company has been recommended.
INFORMATION ABOUT SUBSIDIARY/JV/ASSOCIATE COMPANY
- Company does not have any Subsidiary, Joint venture or Associate Company.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was
no dividend declared and paid last year.
MATERIAL CHANGES AND COMMITMENTS
Except as disclosed in this report, there were no material changes and commitments
affecting the financial position of the Company which have occurred between the end of the
financial year and the date of this report.
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013
and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9
is annexed herewith for your kind perusal and information.
MEETINGS OF THE BOARD OF DIRECTORS
A calendar of Meetings is prepared and circulated in advance to the Directors. During
the financial year ended March 31, 2020, the Directors held 5 meetings dated on
30.05.2019, 02.08.2019, 16.11.2019, 09.01.2020, 15.02.2020. On 13.07.2020 the Interim
Resolution Professional of the Company ("IRP") held a meeting with the
management of the Company for considering and approving the audited financial results for
the financial year ended March 31, 2020 in terms of Section 134 of the Companies Act, 2013
and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the
Company confirms 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.
AUDITORS AND AUDITORS REPORT
M/s. ARPIT SHAH & CO., Chartered Accountants, continues as Statutory Auditor of the
company.
There are no qualifications or adverse remarks in the Auditors Report which require
any clarification/ explanation. The Notes on financial statements are self-explanatory,
and needs no further explanation.
Further the Auditors Report for the financial year ended, 31st March, 2020 is annexed
herewith for your kind perusal and information.
LOANS. GUARANTEES AND INVESTMENTS
There were no loans, guarantees or investments made by the Company under Section 186 of
the Companies Act, 2013 during the year under review and hence the said provision is not
applicable.
RELATED PARTY TRANSACTIONS
During the year under review no related party transaction carried out between related
parties. So the disclosure under form AOC-2 is not required.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
A. Conservation Of Energy: None
B. Technology Absorption: None
RISK MANAGEMENT
The Company does not have any Risk Management Policy as the element of risk threatening
the Companys existence is very minimal.
DIRECTORS & KEY MANAGERIAL PERSONNEL
During the year there is no change in Directors of the company.
1. Rajubhai Desai Rajubhai Desai
2. Mukeshbhai Desai
3. Kalpeshbhai Malvi
4. Arunaben Ghanchi
DEPOSITS
The Company has never accepted any deposit from the public falling within the ambit of
Section 73 of the Companies Act, 2013 ("the Act") and the Companies (Acceptance
of Deposits) Rules, 2014. There are no unclaimed deposits, unclaimed/unpaid interest,
refunds due to the deposit holders or to be deposited with the Investor Education and
Protection Fund as on March 31, 2020.
CORPORATE SOCIAL RESPONSIBILITY
The criteria as provided in Section 135 of Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the Company so
there is neither requirement to constitute Corporate Social Responsibility Committee nor
to allocate funds for CSR Activity.
ANNUAL EVALUATION
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 Audit, Nomination & Remuneration and
stakeholder committee.
CORPORATE GOVERNANCE
The Provision of Corporate Governance as provided under Regulation 15(2) of the Listing
Obligation and Disclosure Requirement is not applicable to the Company
INDEPENDENT DIRECTORS & DECLARATION
The Board of Directors of the Company hereby confirms that all the Independent
Directors duly appointed by the Company have given the declaration and they meet the
criteria of independence as provided under section 149(6) of the Companies Act, 2013.
NOMINATION AND REMUNERATION COMMITTEE
The Company has formed Nomination and Remuneration committee in line with the
provisions of Section 178 of the Companies Act, 2013. Nomination and Remuneration
Committee meetings are generally held for identifying the persons who are qualified to
become Directors and may be appointed in senior management and recommending their
appointments and removal.
| Name |
Designation |
| Rajubhai Desai |
Chairman |
| Mukeshbhai Desai |
Member |
| Arunaben Ghanchi |
Member |
REMUNERATION POLICY
As per the policy of the company remuneration paid to Executive Directors is
recommended by the Nomination and Remuneration Committee and approved by Board in Board
meeting, subject to the subsequent approval of the shareholders at the General Meeting and
such other authorities, as may be required. The remuneration is decided after considering
various factors such as qualification, experience, performance, responsibilities
shouldered, industry standards as well as financial position of the Company.
However during the reporting period Company has not paid remuneration to any Executive
and Non-Executive Director of the Company.
AUDIT COMMITTEE
Audit Committee meeting is generally held for the purpose of recommending the
Quarterly, half yearly and yearly financial result. Additional meeting is held for the
purpose of reviewing the specific item included in terms of reference of the Committee.
| Name |
Designation |
| Rajubhai Desai |
Chairman |
| Mukeshbhai Desai |
Member |
| Arunaben Ghanchi |
Member |
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report as provided by Mr. Jitendra Parmar (Mem. No.A41977, COP
15863), Practicing Company Secretary for the financial year ended, 31st March, 2020 is
annexed herewith for your kind perusal and information.
COST AUDIT
Section 148 of Companies Act 2013 contains the provision related to the cost audit.
Section 148 is not applicable to the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION
AND REDRESSED ACT. 2013:
The Company has in place an Anti-Sexual 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. There was no complain received under
this regulation during the period under review.
SUSPENSION OF TRADING OF SECURITIES
The Companys Shares are suspended from trading by Bombay Stock Exchange Limited due to
Non-Compliance with certain Provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015 and penal reasons.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your company has established adequate internal financial control systems to ensure
reliable financial reporting and compliance with laws and regulations.
ACKNOWLEDGEMENT
Your Directors wish to express their appreciation to the continued co-operation
received from the Banks, Government Authorities, Customers, and Shareholders during the
year under review if.
AFAL SECURITIES LIMITED
Corporate Insolvency Resolution Process)
| DATED: 3rd DECEMBER, 2020 |
RAJUBHAI DESAI |
| PLACE: AHMEDABAD |
DIRECTOR |
+91-9892691696
