To,
The Members,
Your Directors present the 39th Annual Report on the business and operations
of the Company with the Audited Accounts for the year ended 31st March 2022.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:
| Particulars |
For the Year Ended 31.03.2022 (Rupees in lacs) |
For the Year Ended 31.03.2021 (Rupees in lacs) |
| Total Income |
8,40,613 |
6,96,763 |
| Less: Expenses |
7,79,188 |
18,22,977 |
| Profit before exceptional and extraordinary items and tax |
61,425 |
(11,26,215) |
| Exceptional Items |
- |
- |
| Profit before extraordinary items and tax |
61,425 |
(11,26,215) |
| Less: extraordinary items |
- |
- |
| Profit before tax |
61,425 |
(11,26,215) |
| Current tax |
- |
- |
| Deferred tax |
- |
- |
| Profit after Taxation |
61,425 |
(11,26,215) |
2. DIVIDEND:
With a view to losses, the Directors have thought it prudent not to recommend any
dividend for the financial year under review. The Company has not transferred any amount
to the Investor Education & Protection Fund (IEPF) and no amount is lying in Unpaid
Dividend A/c of the Company.
3. RESERVES:
The Company has not transferred any amount to Reserves for the period under review.
4. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF THE COMPANYS
AFFAIR:
Your Company has earned Profit after Tax of Rs. 61,425/- during the year as against Net
Loss after Tax of Rs. 11,26,215/- during the previous year.
Due to non-fulfilment of the Net Owned Fund (NOF) requirements stipulated to run a
NBFC, the RBI has revoked the NBFC License of the Company. Your Directors report that,
they are putting their efforts to get the NBFC License which has been revoked.
5. CHANGE IN NATURE OF BUSINESS. IF ANY:
There are no major changes in the business of the Company.
6. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
Your Directors report that the RBI revoked the NBFC License/ Registration w.e.f. 3rd
July 2018 due to nonfulfilment of NOF requirement stipulated for running an NBFC and since
the entity is an NBFC, there is a substantial effect on its going concern principle.
7. DETAILS OF SUBSIDIARY/TOINT VENTURES/ASSOCIATE COMPANIES:
The Company has no Subsidiary/Associate Company or any Joint venture for the period
under review.
8. INVESTMENT IN TOINT VENTURE:
Your Company has not made any Investment in Joint Venture.
10. DEPOSITS:
Your Company has not accepted Deposits from the public or its employees during the year
under review. Further, as per the requirement of Notification dated 22nd January 2019 by
Ministry of Corporate Affairs, your Company is required to file requisite returns in Form
DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as
Deposits. The Company has filed DPT-3 for the FY 2021-22 on 11th June 2022.
11. STATUTORY AUDITORS:
The Members of the Company had, at the 37th Annual General Meeting [AGM] held on
Wednesday, 30th December 2020 approved the appointment of M/s. JPC & Co, Chartered
Accountants [ICAI Registration Number 150459W], as Statutory Auditors of the Company for a
term of 5 years from the conclusion of the 37th AGM until the conclusion of 42nd AGM.
Accordingly, they continue to hold the office of Statutory Auditor for the FY 2021-22.
12. INTERNAL AUDITORS:
The Board of Directors of the Company has appointed Mrs. Vidhi Shah (Chartered
Accountant bearing Membership Number: 141251] as an Internal Auditor to conduct the
Internal Audit of the Company for the Financial Year ended 31st March 2022.
13. CORPORATE GOVERNANCE REPORT:
The Corporate Governance Report has been enclosed as an Annexure I to the Board Report.
14. SECRETARIAL AUDIT REPORT:
The Secretarial Audit Report has been issued by CS Vyoma Desai Designated Partner in
Abbas Lakdawalla and Associates LLP, Practicing Company Secretary after examining the
registers, records, books and accounts for the year ended 31st March 2022. The
Secretarial Audit Report forms a part of this Report as Annexure II.
The said Report contains the following qualifications:
(a) The Companys Script remains to be suspended from BSE, but the Company has applied
for Cancellation of Suspension and retaining its position as Listed Company.
(b) The RBI revoked the NBFC License/Registration w.e.f 3rd July 2018.
(c) The Company has failed to upload the various policies, as required by the SEBI
Regulations, 2015, on the website of the Company.
(d) The Company is in process of updating the website of the Company.
Your Directors report that the Company was unable to comply with the above stated
Compliances. However, the Board of Directors have spared no efforts and have complied with
major requirments in the given constraint circumstances.
15. SHARE CAPITAL:
During the year under review, the Authorised and Paid-up Capital of your Company has
remained unchanged.
16. WEBSITE POSTING:
As per the various Sections of the Companies Act, 2013, the SEBI (LODR) Regulations,
2015 and Secretarial Standard - 2, the Company is required to post various policies on the
website of the Company.
Your Directors report that, the Company has not posted following policies on the
website:
• Code of Conduct
• Policy on Related Party
• Risk Management Policy
• Terms & Conditions of Independent Director
• Whistle Blower Policy
17. AUDITORS REPORT:
With reference to the comments contained in Auditors Report, the position has been
explained in the Notes to the Financial Statements which are self-explanatory. Information
pursuant to Section 134 of the Companys Act, 2013 is given in notes to Financial
Statements with Balance Sheet and Profit and Loss Statement. The qualification Remarks
mentioned in Financials were discussed by Board of Directors and they decided to work on
it in timely manner.
18. EXTRACTS OF THE ANNUAL RETURN:
The Requirement of attaching Extract of Annual Return i.e. Form MGT.9 has been omitted
with the vide MCA Notification dated 5th March 2021, henceforth a copy of Annual Return
shall be filed with Registrar within 60 days of end of Annual General Meeting and the same
shall be posted on the website of the Company at http: //subwavfinance.co.in /.
19. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The Company does not have activities related to conservation of energy and technology
absorption. During the year foreign exchange earnings and out go were Nil.
20. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL fKMPl:
During the year under review, there are following changes:
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs.
Bhavana Shah will retire by rotation and being eligible, offers herself for
re-appointment. In view of her considerable skills and experience, your Directors
recommend her re-appointment as Director of the Company in the ensuing Annual General
Meeting of the Company.
21. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the year 5 Board Meetings were convened and held as follows:
• 21st June 2021;
• 13th August 2021;
• 3rd September 2021;
• 12th November 2021;
• 14th February 2022;
22. POLICY ON DIRECTOR S APPOINTMENT AND REMUNERATION:
The policy is to have an appropriate mix of Executive and Non-Executive Directors to
maintain its functions of governance and management. The Company has proper composition of
Executive and NonExecutive Directors in the management of the Company.
The Board periodically evaluates the need for changes in its composition and size as
per the requirements of various Sections of the Companies Act, 2013.
23. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:
The Company has received Certificate of Non-Disqualification of Directors pursuant to
Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The said Certificate forms a part of this
Report as Annexure III.
24. ANNUAL BOARD EVALUATION:
The Board has carried out an annual performance evaluation of its own performance and
of the Directors individually, as well as the evaluation of all the Committees i.e. Audit,
Nomination and Remuneration Committee and Stakeholders Relationship Committee.
The Board adopted a formal evaluation mechanism for evaluating its performance and as
well as that of its Committees and individual Directors, including the Chairman of the
Board, the exercise was carried
out by feedback survey from each directors covering Board functioning such as
composition of Board and its Committees, experience and competencies, governance issues
etc. Separate Exercise was carried out to evaluate the performance of Directors including
the Chairman of the Board who were evaluated on parameters such as attendance,
contribution at the Meeting etc.
According to Regulation of 25(3) of the SEBI (LODR) Regulations, 2015 and Circular
issued by SEBI on Guidance Note on Board Evaluation dated 5th January 2017, a
Meeting of the Independent Directors was held on 14th February 2022 to evaluate
the performance of the Board.
25. REMUNERATION TO DIRECTORS AND EMPLOYEES OF THE COMPANY:
Disclosure of Remuneration to Directors and Key Managerial Personnel:
| Sr. No |
Name of Director / KMP |
Designation |
Amount |
| 1. |
CS Sivakumar Sundaram |
Company Secretary |
30,000 per month |
| 2. |
Mr. Ishan Shah |
Managing Director |
NIL Remuneration |
26. DECLARATION BY INDEPENDENT DIRECTOR:
The Company has received necessary Declaration from both the Independent Directors
under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013 and also they have
abides with the Code of Independent Directors prescribed in Schedule IV of the Companies
Act 2013.
27. SECRETARIAL STANDARDS:
The Company has adopted all the applicable Secretarial Standards issued by Institute of
Company Secretaries of India (ICSI) and accordingly has complied with them, subject to
disqualification remarks as mentioned in report of Secretarial Auditor.
28. BOARD OF DIRECTORS:
The Companys Board of Directors consists of two Non-Executive Independent Directors,
three NonExecutive Non-Independent Directors and one Managing Director.
29. COMMITTEES OF BOARD:
| NAME OF committee |
COMPOSITION |
HIGHLIGHTS OF DUTIES. RESPONSIBILITIES AND ACTIVITIES |
| Audit Committee |
Mr. Kumarpal Shah |
Audit Committee assists the Board in its responsibility for overseeing the
quality and integrity of the accounting, auditing and reporting practices of the Company
and its compliance with the legal and regulatory requirements. |
|
(Chairman) |
|
Mrs. Sangita Shah |
|
(Member) |
|
Mr. Ajit Jhaveri |
|
(Member) |
|
Mrs. Bhavana Shah |
To approve and recommend to ttip RnarH ttip Finanrial RpQiiltc |
|
(Member) |
of the Company and also to recommend the appointment, remuneration and
terms of appointment of Statutory Auditors of the Company. |
|
|
|
|
|
|
| Nomination and |
Mr. Kumarpal Shah |
To guide the Board in relation to appointment and removal of Directors. |
| Remuneration |
(Chairman) |
| Committee |
|
|
Mrs. Sangita Shah |
To formulate the criteria for determining qualifications, positive
attributes and independence of a Director and recommending the Board a policy relating to
the remuneration of Directors and Key Managerial personnel. |
|
(Member) |
|
Mr. Ajit Jhaveri |
|
(Member) |
|
Mrs. Bhavana Shah |
|
(Member) |
|
|
Formulation of criteria for evaluation of Board of Directors including the Independent
Director. |
| Stakeholder |
Mr. Ajit Jhaveri |
To approve the transfer and transmission of shares of the Company and
approve the issue of the duplicate share certificate. |
| Relationship Commitee |
(Chairman) |
| Mrs. Sangita Shah |
|
(Member) |
|
Mrs. Bhavana Shah (Member) |
To review the Investor Complaints and to consider and resolve the
grievances of shareholders of the company. |
|
Mr. Kumarpal Shah |
|
(Member) |
To oversee the working of the Registrar and Share Transfer Agents as appointed by the
Company. |
30. INDEPENDENT DIRECTORS:
Mr. Ajit Jhaveri and Kumarpal Shah were appointed as an Independent Directors of the
Company in 37th Annual General Meeting held on 30th September 2020.
31. REGISTRAR AND SHARE TRANSFER AGENT:
The Company has appointed Link Intime India Private Limited (merger of Sharex Dynamic
(India) Private Limited (RTA) with Link Intime India Private Limited) as its Registrar and
Share Transfer Agents. Shareholders are advised to approach it on the following address
for any shares related queries and issues:
Link Intime India Private Limited:
Address: C-101, 247 Park, L.B.S. Marg,
Vikhroli (West),
Mumbai - 400 083.
Contact Details: 022 4918 6270
32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Company is of the Opinion that any Investing decision taken requires understanding
of Core Business of the Organization and its purpose. This gives a close view of the
Business Segments and products operated by the Company and also to understand its
Risk-Return Profile. It is Obvious that without knowing the underlying business product
and structure, one will not be able to value the firm fairly. Also, it is important to
present Managements Strategies, plans and near term proposed actions to help investors
understand the trend and threats to business.
Since dynamic environment surrounding the business operations affects the business
functions and indirectly, the financial performance barometers. To help better understand
the causes-effect relationship, the management needs to provide extensive details on the
key performance drivers which in turn affect the strategy formulation and its
implementation, and hence, requiring continuous monitoring. These drivers might of
financial or non- financial nature.
With the complete management and operation of the business in the hands of the Board of
Directors, the managements are well positioned to provide the insightful explanation for
the running trends, resource utilization and forecasts.
Subway Finance & Investment Co. Ltd, provides various types of financial products
and secured loan. We are committed to achieving the highest levels of Customer
Satisfaction.We provide leadership to the campus in delivering financial solutions and
services in support of the campus strategic plan. We are committed to the success of our
employees as they are our most valuable resource.
We provide services in an honest, ethical, open, courteous, caring and concerned
manner, respecting all people and the free exchange of ideas. Our company was built on
serving and satisfying clients, and meeting our clients needs is always our No. 1
priority. We make a positive difference in our clients lives.
33. INTERNAL CONTROL SYSTEMS:
The Company has adopted adequate Internal Financial Control System to ensure compliance
with policies and procedures. The Internal Financial Controls within the Company are
commensurate with the size, scale and complexity of its operations.
34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE fPREVENTION.
PROHIBITION AND REDRESSAL1 ACT. 2013:
The provision to constitute an Internal Compliance Committee as mentioned under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
is not applicable to the Company as the Company does not have any employees.
35. VIGIL MECHANISM:
The Company has established and adopted Vigil Mechanism and the policy thereof for
Directors and employees of the Company in accordance with the provisions of Companies Act,
2013 as well as Listing Regulations.
During the year under review, no person of the Company approached the Audit Committee
on any issue falling under the said policy
36. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Company has not given any Loans, Guarantees or made Investment under the purview of
Section 186 of the Companies Act 2013.
37. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
There were no new contract or arrangements entered into by the Company with Related
Parties referred in Section 188 of the Companies Act 2013 during the Financial Year
2021-22. Hence, a particular of Related Party Transactions in Form AOC -2 is not
applicable.
However, the details of the transactions with Related Party are provided in the
Companys financial statements in accordance with the Accounting Standards.
38. MANAGERIAL REMUNERATION:
Since the company has incurred losses from past few years, the director has not been
paid any remuneration during the year.
39. PARTICULARS OF EMPLOYEES:
The Company has no Employee drawing remuneration exceeding the limits laid down under
the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
40. INSURANCE:
The properties, assets and inventories of your Company are adequately insured.
41. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
In view of the carry forward losses, the criteria prescribed for the Corporate Social
Responsibility under Section 135 of the Companies Act, 2013 is not applicable to the
Company.
42. MINIMUM PUBLIC SHAREHOLDING:
The Company has complied with Regulation 38 of the SEBI (Listing Obligation and
Disclosure Requirements) Regulation, 2015 i.e. 25% of the minimum public shareholding as
specified in rules 19(2) and 19A of the Securities Contracts (Regulation) Rules, 1957 all
times.
43. SUSPENSION OF TRADING:
During the year under review and until the date of Report, Trading in securities of
Company are suspended w.e.f. May 8, 2019 on account of non-compliance with Quarterly and
Half Yearly Compliances of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 for two consecutive Quarters i.e. September 2018 and December 2018.
44. BUSINESS RISK MANAGEMENT:
The Board of Directors of the Company has set out Guidelines to avoid events,
situations or circumstances which may lead to negative consequences on the Companys
businesses, and define a structured approach to manage uncertainty and to make use of
these in their decision-making pertaining to all business divisions and corporate
functions.
45. DIRECTORS* RESPONSIBILITY STATEMENT:
The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, shall 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 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) 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 annual accounts on a going concern basis; and
(e) 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.
46. ACKNOWLEDGEMENTS:
An acknowledgement to all with whose help, cooperation and hard work the Company is
able to sustain itself.
FOR AND ON BEHALF OF THE BOARD OF
DIRECTORS
|
ISHAN SHAH |
| PLACE:MUMBAI |
MANAGING DIRECTOR |
| DATED: 1st SEPTEMBER 2022 |
DIN:06966381 |
+91-9892691696
