DIRECTORS' REPORT TO THE MEMBERS, Your Directors present this 27th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015. Dividend In order to conserve resources of the company for future plans, your directors did not recommend payment of any dividend for the year ended 31st March, 2015. Directorate Mr. Ravindra Kumar Agarwal, (DIN: 00210591) Director of the Company, retires by rotation at this Annual General Meeting and being eligible offer himself for reelection. Directors' Responsibility Statement: Your directors' confirm: I. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure. II. That the director's have selected such accounting policies & applied them consistently & made judgment & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs of the company at the end of the financial year & of the Profit of the company for the year. III. That the director's have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company & for preventing & detecting fraud & other irregularities. IV. That the director's have prepared the annual accounts on a going concern basis. Reserve Bank of India (RBI) Guidelines: As a systematically important Non Deposit taking Non-Banking Finance Company, The Company always aims to operate in compliance with applicable RBI laws and regulations and employs its best efforts towards achieving the same. Listed on Stock Exchanges Bombay Stock Exchange Ahemdabad Stock Exchange Delhi Stock Exchange Madhya Pradesh Stock Exchange Jaipur Stock Exchange Corporate Governance Report As required by Clause 49 of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis, and the Auditor's Certificate regarding compliance of conditions of Corporate Governance, form part of the Annual Report. Deposits The Company has not invited or accepted any fixed deposit from the public during the year under review. Secretarial Audit Secretarial Audit Report as per Section 204 of Companies Act 2013 is placed as annexure to this report. No adverse comments have been made in the said report by the Practising Company Secretary. Extracts of Annual Return and other disclosures under Companies (appointment & Remuneration) Rules, 2014 The Extract of Annual Return in form No MGT-9 as per Section 134 (3) (a) of the Companies Act, 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 and Rule 12 of Companies(Management & Administration) Rules, 2014 duly certified by the Practising Company Secretary is annexed hereto and forms part of this report. Further the Disclosure in the Board Report under Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 is also annexed hereto and forms part of this report. Declaration on Independent Directors The Board of Directors declares that the Independent Directors Miss Dhvani Hareshbhai Contractor is: (a) in the opinion of the Board, are persons of integrity and possesses relevant expertise and experience; (b) (i) who were or were not a promoter of the company or its holding, subsidiary or associate company who are not related to promoters or directors in the company, its holding, subsidiary or associate Company; (c) Who have or had no pecuniary relationship with the company, its holding, subsidiary or associate company or Their promoters or directors, during the two immediately preceding financial years or during the current financial year; (d) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company or their promoters, or directors, amounting to two percent or more of its gross turnover of total income or fifty Lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year; (e) Who, either himself or any of his relatives - (i) Holds or has held the position of a key managerial personnel or is or has been employee of the company or Its holding, subsidiary or associate company in any of the three financial year immediately preceding the financial Year in which he is proposed to be appointed; (ii) Is or has been an employee or propriety or a partner, in any of the three financial years immediately preceding the Financial year in which he is proposed to be appointed, of - (A) A firm of auditors or company secretaries in practice or cost auditors or the company or its holding, subsidiary or Associate company; or (B) Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or Associate company amounting to ten percent or more of the gross turnover of such firm; (iii) Holds together with his relative two per cent, or more of the total voting power of the company; or (iv) Is a Chief Executive or director, by whatever name called, of any nonprofit organization that receives twenty-five percent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or Particulars of Loans, guarantees or investments The particulars of Loans, Guarantees or investments as covered under provision of section 186 of the Companies Act, 2013 made by the company during financial year 2014-15 are given under the respective head and the same is furnished in the notes to the financial statement Related Party Transactions There were no materially and significant transaction with Related Parties i.e. Promoters, Directors or the Management, their subsidiaries or relatives conflicting with the Companies interest. There were no transactions that took place with related parties which can be considered not to be in the normal course of business. Particulars of Employees, Conservation Of Energy, Tec. Absorption etc. None of the Employees of the company was in receipt of the remuneration exceeding the limits prescribed under section 197 of the Companies Act, 2013 as amended, during the year under review. Risk Management Policy implementation In today's economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company's risk management is embedded in the business processes. Your company has identified the following risks: Stake holder is aware that financial services business has its own typical risks. The Company through its risk management system has clearly identified the external and internal risk affecting its business operations. These risks can have a serious impact on the operations of the Company as well as its profitability. Some of the common risks for finance sector - in the current environment are as under: • Risk of Bad Debts (Non-Performing Assets) The risk of NPA is always a pertinent part of the lending business. There is always a chance that accounts become bad due to fall or collapse in the value of the asset against which funds have been advanced due to a variety of reasons. However, in our case, the Company has put in place strong asset verification and valuation processes. • Interest Rates The RBI had resorted to increasing the interest rates many times over the last eighteen months in order to control Inflation. The volatility in interest rate and high interest rate leads to default in re-payment and thus increase of interest rates would certainly affect the business of the Company • Risk of Competition With globalization and continuous flow of private as well as international institution in the finance market the risk of competition in any business, and the finance business is no different. We believe that competition spurs our team to innovate without losing sight of the customer needs, the need for safety of funds deployed and the need to ensure commensurate returns. • Global Economic Uncertainties The international events affect all financial markets of the world, and India is also affected. The affect was clearly felt in the previous year as the Indian Rupee continued to remain weak due to the crisis in Euro zone. This may results into to stay-away attitude by foreign investors, volatility in crude price, inflation which may turned into further stress on finance market. Company therefore focusing on investing its funds in assets that are fully secured and that will have least impact of global uncertainty. The Company has put in place a Risk Management Policy as per the Guidelines so as to ensure that the risk parameters are within the defined limits. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013 The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2014-15, the Company has not received any complaint on sexual harassment. Auditors M/s. Jain Khetan Agarwal & Associates, (Now, JKJS & Co) Chartered Accountants retire at the ensuing Annual General meeting. Financial Auditors of the Company will retire at the forthcoming Annual General Meeting and are eligible for reappointment. In accordance with the Companies Act 2013, it is proposed to re-appoint them as Auditors for the financial year 2015-16 from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting, subject to the approval of shareholders. Acknowledgement Your Directors wish to place on record their appreciation for the whole hearted and sincere co-operation the Company has received from its banker, Union Bank of India and various Government agencies. Your Directors also wish to thank all the employees for their co-operation. By Order of the Board For M3 Global Finance Limited SD/- Manish Shah (Whole Time Director) Place: Mumbai Date: 13th August, 2015 |