Stephanotis Finance Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting the 34th Annual Report together with the Audited Accounts for the year ended March 31, 2019.

Financial Highlights

The business activities of the Company resulted in to the net Profit after tax of Rs. 90,25,831/- as compared to net profit of Rs. 85,60,347/- in the previous year. To conserve the resources for future working capital requirements, the Directors are not recommending any dividend.

State of Companys Affairs and Future Outlook

The Company is currently in the business of Non-Banking Financial Services and other financial activities.

As reported earlier the Company is evaluating possibilities of designing diverse financial products including lending to customers of real estate projects to align exposure to match with the progress of property development; however the activities relating to NBFC business within the guidelines and stipulations of RBI would continue to be focused on lending.

The economic growth for the year 2019-20 would not be more that 6.5 per cent at any point of time which has led to a relatively slow growth rate in various sectors. There has been a distinct slowdown and the tight liquidity scenario pertaining to non-banking financial companies (NBFC) and Housing Finance Companies (HFCs). There is a critical need to re-install confidence in lenders to support economic growth. The banks are reluctant to lend and are only going for “high-rated” NBFCs and HFCs. Meanwhile credit outflow to several other small entities has been choked. Indian markets have been volatile for past few weeks, triggered by a high outflow of foreign and domestic investments. While external factors such as US-China trade tussle and negative US Fed Rate commentary have affected sentiments, weakness in demand and growth have also dampened investor sentiments.

According to data obtained from Finance Industry Development Council (FIDC), which is a self-regulatory organization registered with the Reserve Bank of India (RBI), NBFC lending has dropped significantly in the end of 2018 and first three months of 2019; the situation has hardly shown any improvement as financial organizations try to reduce their exposer to bad loans. The slowdown in growth is temporary in nature. However, the government needs to relax certain norms to boost consumer demand.

The Recessionary trend and tightening of finance availability in the market had its impact on the recovery of interest and recovery of loan. In turn general NBFCs have to face the difficulties in disbursement due to poor recovery of dues and prolonged slow down.

Material Changes and Commitments after the end of the Financial Year

No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year to which financial statements in this report relate and the date of this report.

Share Capital

The paid-up equity share capital of the Company as at 31st March, 2019 was Rs. 6,44,93,800.

The Company currently has no outstanding shares issued with differential rights, sweat equity or ESOS at the year ended on 31 March, 2019.

Fixed Deposits

The Company has not accepted any fixed Deposit during the financial year under review.

Subsidiary, Joint Venture and Associate Companies

The Company has no subsidiary or joint venture companies. During the financial year under report, no company has become / ceased to be subsidiary or joint venture company.

Details of Directors and Key Managerial Personnel

Sr. No. Name and Address Designation Date of Appointment DIN/PAN
1 Mr. Sureshbabu Malge Chairman & Managing Director 28/07/2017 01481222
1, Sonal Apartment, Charai, Thane 400 601
Maharashtra, India
2 Mr. Jayesh Jashvantlal Shah Non Executive, Independent Director 01/09/2017 00260876
15-B, Yashomangal, Plot No. 64, B. L. S. Road, Near
Lalubhai Park, Andheri (West), Mumbai 400 058
Maharashtra, India
3 Mr. Sumit Sureshbabu Malge Director 28/07/2017 02413173
Sonal Apartment, 1st Floor, Joshiwada, Annaji Sunder
Road, Charai, Thane 400 601 Maharashtra, India
4 Mr. Kanwaljit Singh Non-Executive, Independent Director 12/05/2018 08122223
House No. 1104, Sector 39B, Sector 36, Chandigarh
160 036 Punjab, India
5 Mrs. Rizwana Muazzam Rumani Non-Executive, Independent Director 12/05/2018 08122263
Room No. 4, Jama Masjid Building, Opp. Kalva
Medical, Ganesh Oil Depot, Kalva, Thane 400 602
Maharashtra, India
6 Mr. Sonu Sureshbabu Malgee Chief Executive Officer 18/05/2018 AOPPM0149B
Sonal Apartment, 1st Floor, Joshiwada, Annaji Sunder
Road, Charai, Thane 400 601,Maharashtra, India
7 Mr. Anand Jain Chief Finance Officer 02/07/2015 AGUPJ8122E
Flat No. 4, C-46, Sector 10 Shanti Nagar, Mira Road
(East) Thane 401107

Mr. Sumit Sureshbabu Malge is liable to retire by rotation and being eligible offered himself for re-appointment.

Mr. Jayesh Jashvantlal Shah, Mr. Kanvaljit Singh and Mrs. Rizwana Muazzam Rumani, who are independent directors, have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent directors during the year.

Appointments and Resignations during the Financial Year

Mr. Kanwaljit Singh (DIN: 08122223), was appointed as Additional Non-Executive Independent Director on the Board with effect from May 12, 2018 and the necessary resolution has been passed by the members at the Annual General Meeting held on 29th September, 2018 to appoint Mr. Kanwaljit Singh as Non-Executive Independent Director of the Company for a period of 5 years with effect from May 12, 2018. Mrs. Rumani Rizwana Muazzam (DIN: 08122263), was appointed as Additional Non-Executive Independent Director on the Board with effect from May 12, 2018 and the necessary resolution has been passed by the members at the Annual General Meeting held on 29th September, 2018 to appoint Mrs. Rumani Rizwana Muazzam as Non-Executive Independent Director of the Company for a period of 5 years with effect from May 12, 2018. Ms. Madhuri Bohra, Director, (DIN: 07137362), Mr. Vinod Chopra, Non-executive Independent Director, (DIN: 02257009) & Mr. Parasmal Jain, Non-executive Independent Director, (DIN: 07137362) resigned from the Board of Directors of the Company with effect from May 12, 2018. Mr. Sonu Sureshbabu Malge was appointed as Chairman Chief Executive Officer (CEO) of the Company by the Board of Directors with effect from May 18, 2018. Mr. Purushottam Bohra, Managing Director, ceased to a Director of the Company on completion of his tenure on 29th September, 2018. Mr. Pradeep Kumar was appointed as Company Secretary and compliance Officer of the Company by the Board of Directors with effect from May 18, 2018 and resigned w.e.f. March 15, 2019.

Constitution of Committees of the Board

Mr. Jayesh Shah, Non-executive Independent Director, has been appointed as Chairman of Audit Committee and Mr. Kanwaljit Singh, non-executive Independent Director and Mr. Sumit Malge, Director, have been appointed as other members of Audit Committee with effect from 12th May, 2018

Mr. Kanwaljit Singh, Non-executive Independent Director, has been appointed as Chairman of Nomination and remuneration Committee and Mr. Jayesh Shah, Non-executive and Mr. Sumit Malge have been appointed as other members of Nomination and Remuneration Committee with effect from 12th May, 2018

Mrs. Rizwana Muazzam Rumani, Non-executive Independent Director, has been appointed as Chairman of Stakeholders Relationship Committee and Mr. Kanwaljit Singh, Non-executive Independent Director and Mr. Sumit Malge, Director, have been appointed as other members of Stakeholders Relationship Committee with effect from 12th May, 2018.

Board Meetings

During the Financial Year 2018-19, Nine meetings of the Board of Directors of the company were held. The date of the meetings of the board held is as under-

Sr. No. Date of Meeting Total Strength of the Board No of Directors Present
01 12 May, 2018 5 5
02 18 May, 2018 5 5
03 30 May, 2018 5 5
04 14 Aug, 2018 5 5
05 29 Sept, 2018 5 5
06 14 Nov, 2018 5 5
07 30 Jan, 2019 5 5
08 14 Feb, 2019 5 5
09 18 March, 2019 5 5

Independent Directors Meeting

During the year under review, Independent Directors met on 14th February 2019, inter-alia, to discuss: Evaluation of the performance of Non-Independent Directors and the Board as whole.

Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors. Evaluation of the quality, quantity content and timeless of flow of information between the management and the Board.

Particulars of Loan, Guarantees and Investments under Section 186

The provisions of Section 186 are not applicable to Non-Banking Finance Companies.

The Company has not granted any Loan or provided any security, guaranty to related parties during the year under review.

Particulars of Contracts or Arrangements with Related Parties

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions, The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board. All related party transactions that were entered into during the financial year were on an arms length basis and pre-approved by the Audit Committee. In view of this, disclosure in form AOC-2 has not been provided as the same is not applicable to the Company.

The details of the transaction with Related Party are provided in the accompanying financial statement. Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo

As required under Rule 8 (3) of the Companies (Accounts) Rules, 2014, the particulars relating to the conservation of energy, technology absorption and the foreign exchange earnings and out go are NIL. Internal Control and System

Adequate internal controls, systems, and checks are in place, commensurate with the size of the Company and the nature of its business. The management exercises financial control on the Companys operations through monitoring and standard operating procedures.

Board Evaluation

Formal Annual evaluation has been made by the Board of its own Performance and that of its Committees & Individual Directors during the meeting of Board of Directors and by common discussion with concerned persons.

Particulars of Employees

During the year, there was no employee in receipt of remuneration as prescribed in the Rule 5(2) of the companies (Appointment and Remuneration of managerial personnel) Rules, 2014 as amended from time to time.

Transfer of Amounts to Investor Education and Protection Fund

There are no amounts due and outstanding to be credited to investor Education and Protection Fund as 31st March, 2019.

Disclosure on Establishment of a Vigil Mechanism

The Company has Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. No personnel had been denied access to the Audit Committee to lodge their grievances.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

There were no complaints reported under the prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Fraud Reporting (Required by Companies Amendment Bill, 2014)

No Fraud reported / observed during the financial year 2018 -19.

AUDITORS

Statutory Auditors

The auditors M/s. NGST & Associates, Chartered Accountants, (Firm Registration No135159W), were appointed as Statutory Auditors of the Company for the period of five consecutive years in accordance with the provisions of the Companies Act, 2013 at the conclusion of Annual General Meeting held on 29th September, 2017. In terms of provisions of section 139 (1) the appointment of M/s NGST & Associates, Chartered Accountants, as statutory auditors of the Company.

Secretarial Audit Report

A Secretarial Audit was conducted during the year by the Secretarial Auditor, M/s Amruta Kothari & Associates, Practicing Company Secretaries, Mumbai in accordance with Provisions of Section 204 of the Act. The Secretarial Auditors Report is attached as Annexure II and forms part of this Report. There are Qualifications or Observations or remarks made by the Secretarial Auditor in the report.

Management reply to the observation raised in the Secretarial Audit Report is as under:

SR. No. Observation Reply
1 Non Compliance with filling INC -22A form with MCA. Due to unavailability of Whole Time Company Secretary, the Company was unable to file Form INC-22A.
2 Company has registered with FIU(Financial Intelligence unit India) after prescribed time. Company is regularly filing required documents and submissions with RBI pursuant to RBI Guidelines.
Late filling of board resolution for not accepting public deposit. The Company is under process for Registration with CICs after getting New registration certificate from
Fail to obtain credit rating facility from 2 CICs. RBI on change of name of the Company.

Cost Auditors

Requirements of Appointment of Cost Auditors of the company are not applicable to the company.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a) In the preparation of the annual accounts for the financial year ended 31st March, 2019, the applicable accounting standards had been followed along with proper explanation relating to material departures; 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 as at 31st March, 2019.

b) The directors had 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;

c) The directors had prepared the annual accounts on a going concern basis;

d) 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.

e) The proper internal financial controls are in place and that such internal financial controls are adequate and are operating effectively.

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Extract of Annual Return

The extract of Annual Return, in format MGT -9, for the Financial Year 2018-19 has been enclosed with this report.

Acknowledgment

The Directors express their sincere appreciation to the valued shareholders, bankers, professionals, clients and devoted employees for their support.

By Order of the Board of Directors
Stephanotis Finance Limited
(Formerly Vora Constructions Ltd.)
Date: 31st August, 2019 Sureshbabu Malge Sumit Sureshbabu Malge Anand Jain
Place: Mumbai Chairman & Managing Director Director Chief Finance Officer