| Dear Members,
The Directors take pleasure in presenting this 23rd Annual Report
along with Audited Financial statement for the financial year ended
315t March, 2015.
FINANCIAL REsULTs:
The Company's financial performances for the year under review along
with previous year's figures are given hereunder:
(Amount in lakhs, except per share data)
Particulars For the For the
Year ended Year ended
31.03.2015 31.03.2014
Net sales /Income from Business 108.02 74.93
Operations
Other Income 3.45 6.92
Total Income 111.47 81.86
Total Expenditure excluding 102.64 68.66
Depreciation
Profit before Depreciation 8.83 13.19
Depreciation 0.29 0.08
Profit before Tax 8.54 13.11
Provision for Taxation & Deferred 1.40 1.59
Tax
Net Profit after Tax 7.14 11.52
Less: Dividend (including Interim - -
if any and final )
Net Profit after dividend and Tax 7.14 11.52
Amount transferred to General Reserve - -
Balance carried to Balance sheet 7.14 11.52
Earnings per share (Basic)/ Diluted 0.19 0.31
During the Financial year 315t March, 2015, your Company has earned a
profit of Rs. 7,14,843/- lower than the previous financial year. Your
Company will focus on reducing the operating expenses of the Company
and will try to augment the profit by investing in lucrative shares or
scripts.
BRIEF DESCRIPTION OF THE sTATE OF COMPANY's AFFAIRs
The Company is a Non-Banking Finance Company and is presently engaged
in the business of Investing and Financing.
In the multi-tier financial system of India, importance of NBFCs in the
Indian financial system cannot be neglected. The Company expects that
with a stable and a reformed government at the center, there will be
positive growth and further rationalization of capital market, which
will lead to more investment, value creation, capitalization and thus
the additional wealth for investors and see better prospects in near
future. Also, with the growing economy there will be more opportunities
for financing which will prove beneficial for our company. The Company
expects better results in near future in anticipation of the policy
reforms combined with the dedication of the highly motivated team with
excellent understanding of the operations along with magnificent
customer relation skills.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any subsidiary, Joint venture or Associate
Company.
DIVIDEND:
In view of strengthening the financial position of the Company and to
enhance the reserve base of the Company yours Directors are not
recommending any dividend during the financial year.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION
FUND:
since there was no unpaid/unclaimed Dividend declared and paid last
year, the provisions of section 205C of the Companies Act, 1956 is not
applicable.
(section 205C of the Companies Act, 1956 is still applicable as the
corresponding section under the Companies Act, 2013 is not yet
notified)
ISSUES / ALLOTMENT OF SHARE CAPITAL:
During the financial year the Company has not allotted any equity
shares under EsOP & sweat Equity share but has received unpaid arrear
call money of Rs. 2,00,250/- thereby increasing the total paid up
capital of the Company to Rs. 3,75,01,000/-.
ANNUAL RETURN:
The extracts of Annual Return pursuant to the provisions of section 92
read with Rule 12 of the Companies (Management and administration)
Rules, 2014 is furnished in Form MGT-9 and is attached to this Report
as "Annexure-A".
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day business operations of the company. The code laid down by
the Board is known as "code of business conduct" which forms an
Appendix to the Code. The Code has been posted on the Company's website
www.rfsl.co.in.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POsITION
OF THE COMPANY OCCURRED BETWEEN THE ENDs OF THE FINANCIAL YEAR TO WHICH
THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year and the date
of this report.
TRANSFER TO RESERVES:
As per the statutory requirement for NBFC Companies, the company has
transferred a sum of Rs 1,70,848/- to RBI Reserve Fund.
CORPORATE GOVERNANCE:
Your Company follows the principles of the effective corporate
governance practices. As per the sEBI circular CIR/CFD/POLICY
CELL/7/2014 dated 15th september, 2014 compliance with the provision of
clause 49 of Listing Agreement is not mandatory to our Company, since
it paid up share Capital does not exceed the threshold limit of Rs. 10
crore and Net worth of Rs. 2s Crore. Hence, the Company does not
required to address Reports on Corporate Governance, certificate/s
pertains thereto and, Management Discussion and Analysis Report
PARTICULARs OF LOANs. GUARANTEEs OR INVEsTMENTs UNDER sECTION 186:
Your Company is a Non Banking Financial Company, so the provisions of
section 186 of the Companies Act, 2013, are not applicable to the
Company.
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES:
Your Company's Board, at present comprises of following Five (s)
Directors:
ST Name Category
1 Ms. Meenakshi Daga Executive Director
2 Mr. Rajesh Kumar Kankaria Non Executive Promoter Director
3 Mr. Jai Narayan Gupta Non Executive Promoter Director
4 Mr. Om Prakash singhania Independent Director
5 Mr. sikhar Chand Choradia Independent Director
Further our Company is regular in the payment of the Managerial
Remuneration to Ms. Meenakshi Daga- 20,000/- p.m. (Executive Director)
Also, Ms. Meenakshi Daga, Ms. Khushboo Kedia & Mr. Abhijit Puglia has
been appointed as a Whole Time Director termed as Chief Executive
Officer, Company secretary and Chief Financial Officer with effect from
16.10.2014, 02.02.2015 and 31.03.2015 respectively.
Brief note on Directors seeking appointed / re-appointment at the
ensuing AGM:
Mr. Rajesh Kumar Kankaria, Director retire by rotation at the
forthcoming Annual General Meeting and being eligible, offer himself
for reappointment.
Mr. Rajesh Kumar Kankaria, born on 23rd March, 19s9, appointed as
director since inception of the Company, He is a practicing Chartered
Accountant having more than 31 years of vast and rich experience to his
credit. The company regularly avail his advises on Income Tax, Company
law and other legal matters. His guidance and advises has contributed a
lot in progress of the company. He is also a member of Audit committee
of the company.
Further Mr. sikhar Chand Choradia was appointed as an Independent
Directors of the Company for a period of s years at the last Annual
General Meeting of the Company. so he will continue to hold the office
for the remaining period. Whereas Mr. O.P singhania, who retires at
this Annual General Meeting have been proposed to be re-appointed as an
Independent Director of the Company for the period of 1 year i.e. to
hold office up to the conclusion of the next Annual General Meeting of
the Company to be held in the Calendar Year 2016.
The Company has received declaration from all the Independent Directors
of the Company confirming that they meet criteria of independence as
prescribed under section 149(6) of the Companies Act, 2013.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the year under review seven meetings were held on the following
dates:
30th May, 2014, 30th July, 2014, 16th October, 2014, 30th October,
2014, 30th January, 2015, 02nd February, 2015 & 315t March, 2015
The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013. Details of the Directors
participation at the Board Meetings are as under:
Name of Director Attendance at the Board Meetings held on
30.05.2014 30.07.2014 16.10.2014 30 10.2014
Mr. R K Kankaria * * * *
Mr. J N Gupta * * * *
Mr. O P Singhania * * * *
Mr. S C Choradia * * * *
Ms. Meenakshi Daga X X X *
Name of Director Attendance at the Board Meetings held on
30.01.2015 02.02.2015 31.03.2015
Mr. R K Kankaria * * *
Mr. J N Gupta * * *
Mr. O P Singhania * X *
Mr. S C Choradia * * X
Ms. Meenakshi Daga * * *
The Chairman of the above Board Meetings was Mr. s C Choradia
(Independent Director) except on 31.03.2015, in which Mr. O.P singhania
was the Chairman.
PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 the Board has
carried out the annual performance evaluation of its own performance,
the Directors individually as well as the evaluation of the working of
its Audit, Nomination and Remuneration and Compliance Committees. A
structured questionnaire was prepared after taking into consideration
inputs received from the Directors, covering various aspects of the
Board's functioning such as adequacy of the composition of the Board
and its Committees, Board culture, execution and performance of
specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board, who were
evaluated on parameters such as level of engagement and contribution,
independence of judgement safeguarding the interest of the Company and
its minority shareholders etc. The performance evaluation of the
Independent Directors was carried out by the entire Board. The
performance evaluation of the Chairman and the Non Independent
Directors was carried out by the Independent Directors who also
reviewed the performance of the secretarial Department. The Directors
expressed their satisfaction with the evaluation process.
COMMITTEEs OF THE BOARD
During the year, in accordance with provision of Companies Act, 2013,
the Board of Directors of the Company has renamed the existing
committees viz., stakeholders Relationship Committee [formerly known as
shareholders'/Investors' Grievance Committee"] and Nomination and
Remuneration Committee (formerly known as Remuneration Committee).
There are currently four committees of the Board which are as follows:
I) Audit Committee
The Audit Committee of the Company reviews the reports to be submitted
with the Board of Directors with respect of auditing and accounting
matters. It also supervises the Company's financial reporting process,
reviewing Quarterly, Half yearly and Annual financial results, adequacy
of internal control systems, internal audit function, discussions with
the auditors about the scope of audit including the observations of the
auditors and discussion with internal auditors on any significant
findings and also to investigate any activity within its terms of
reference and to seek any information it requires from any employees
and to secure the attendance of outsiders with relevant experience and
expertise, where considered necessary.
The Audit Committee continued working under Chairmanship of Mr. s C
Choradia with Mr. O P singhania and Mr. R K Kankaria as co-members.
During the year, the sub-committee met on four occasions with full
attendance of all the members viz. 30th May, 2014, 30th July, 2014,
30th October 2014 and 30th January, 2015.
The composition of the Audit Committee as at March 31,2015 is
hereunder:
SN Name of the Director Category Designation
1 Sikhar Chand Choradia Independent Director Chairman
2 Om Prakash singhania Independent Director Member
3 Rajesh Kumar Kankaria Non executive Director Member
2. NOMINATION & REMUNERATION COMMITTEE
The Company has constituted Nomination and Remuneration Committee and
presently the committee comprises of 3 (three) Directors, out of which
2 are non executive and independent Directors.
The composition of the Nomination & Remuneration Committee as at March
31,2015 and details of the Members participation at the Meetings of the
Committee are as under:
Name of Director Category Attendance at the Nomination
& Remuneration Committee
Meetings held on
30.05.2014 30.07.2014
Mr. s C Choradia Independent & * *
(Chairman) Non-Executive
Director
Mr. O P singhania Independent & * *
(Member) Non-Executive
Director
Mr. J N Gupta Non Executive * *
(Member) Director
Name of Director Attendance at the Nomination & Remuneration
Committee Meetings held on
30.10.2014 30.01.2015 02.02.2015 31.03.2015
Mr. s C Choradia * * * X
(Chairman)
Mr. O P singhania * * X *
(Member)
Mr. J N Gupta * * * *
(Member)
3. STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Board of Directors of the Company has constituted a Committee which
functions as 'stakeholders' Relationship Committee', consisting of
three members, chaired by Independent and non executive Director.
The Committee, inter-alia, deals with various matters relating to:
* transfer/transmission of shares/debentures and such other securities
as may be issued by the Company from time to time;
* issue of duplicate share certificates for shares/debentures and other
securities reported lost defaced or destroyed, as per the laid down
procedure;
* issue new certificates against subdivision of shares, renewal, split
or consolidation of share certificates / certificates relating to other
securities.
* to approve and monitor dematerialization of shares or other
securities and all matters incidental or related thereto;
* to authorize the Company secretary and Head Compliance / other
Officers of the share Department to attend to matters relating to
non-receipt of annual reports, notices, non-receipt of declared
dividend / interest, change of address for correspondence etc. and to
monitor action taken;
* monitoring expeditious redressal of investors / stakeholders
grievances and
* all other matters incidental or related to shares, debenture
Details of shares transfer/transmission approved by the Committee and
shareholders'/Investors' grievances are placed at the Board Meetings
from time to time.
The Company has not received any Complaints during the year.
The composition of stakeholders' Relationship Committee as at March 31,
2015 and details of the Members participation at the Meetings of the
Committee are as under:
Name of Director Category Attendance at the stake
holders' Relationship
Committee Meetings held on
30.05.2014 30.07.2014
Mr. s C Choradia Independent and * *
Non-Executive
Director
Mr. O P singhania Independent and * *
Non-Executive
Director
Mr. J N Gupta Non Executive * *
Promoter Director
Name of Director Attendance at the stakeholders'
Relationship Committee Meetings
held on
30.10.2014 30.01.2015
Mr. s C Choradia * *
Mr. O P singhania * *
Mr. J N Gupta * *
Details of Complaints received during the Year 2014-15
Nature of Complaints / Queries No of Complaints /
Queries received
Transfer of shares Nil
Non-receipt of Annual Report Nil
Pending share Transfers Nil
Nature of Complaints / Queries No of Complaints not solved
to the satisfaction of shareholder
Nil
Transfer of shares
Nil
Non-receipt of Annual Report
Nil
Pending share Transfers
The company confirms that there were no share transfers lying pending
as on 31.03.2015, and all request for dematerialization and
re-materialisation of shares as on that date were confirmed / rejected
into the NsDL /CDsL system. For any query contact the Compliance
Officer of the Company.
Name, Designation & Address of the Compliance Officer
Ms. Khushboo Kedia
Company secretary
Richfield Financial services Limited
33, Brabourne Road, sth Floor,
Kolkata-700001
Email: rfsl.nbfc@gmail.com
Phone No: 033-2242-s812
4. RISK MANAGEMENT COMMITTEE
The Board of Directors of the Company has constituted a "Risk
Management Committee" consisting of four members, All the members of
the Committee is a Non Executive Director.
The objectives and scope of the Risk Management Committee broadly
comprises:
* Oversight of risk management performed by the executive management;
* Reviewing the BRM policy and framework in line with local legal
requirements and sEBI guidelines;
* Reviewing risks and evaluate treatment including initiating
mitigation actions and ownership as per a pre-defined cycle;
* Defining framework for identification, assessment, monitoring,
mitigation and reporting of risks.
The composition of the Risk Management Committee as at March 31,2015
and details of the Members participation at the Meetings of the
Committee are as under:
Name of the Member Category Attendance
at the Risk
Management
Committee
meeting held
on
Mr. s C Choradia Independent and Non-Executive 30.07.2014
Director, Chairman
Mr. O P singhania Independent and Non-Executive 30.07.2014
Director
Mr. R K Kankaria Non Executive Director 30.07.2014
Mr. J N Gupta Non Executive Director 30.07.2014
VIGIL MECHANIsM / WHIsTLE BLOWER POLICY:
The Board has adopted a Whistle Blower Policy for the Company. This
policy is formulated to provide opportunity to all the employees to
access in good faith, to the Audit Committee of the Company in case
they observe any unethical and improper practice or behaviour or
wrongful conduct in the Company. Further to prohibit managerial
personnel from taking any adverse personnel action against such
employee.
REMUNERATION AND NOMINATION POLICY:
The Board of Directors has framed a policy which lays down a framework
in relation to remuneration of Directors, Key Managerial Personnel and
senior Management of the Company. This policy also lays down criteria
for selection and appointment of Board Members.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company is abiding by the provisions referred to in sub-section (I)
of section 188 of the Companies Act, 2013 relating to the particulars
of every contract or arrangements entered into by the Company with its
related parties. However, during the financial year 2014-15, there is
no materially significant related party transaction made by the company
with its Promoters, Key Managerial Personnel or other designated
persons which have a potential conflict with interest of the company at
large.
SIGNIFICANT AND MATERIAL ORDERs PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN
FUTURE:
There are no significant and material orders passed by any regulatory
Authority or courts or tribunals that would impact the going concern
status of the Company and its future operation.
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 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;
(e) the directors has laid down internal financial controls to be
followed by company and that such internal financial controls are
adequate and were operating effectively; and
(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.
STATUTORY AUDITORS:
M/s. More V & Co., Chartered Accountants, (Firm Registration No.
312033E), having their office at 16B Roberts street, Kolkata-700-012,
were appointed as a statutory Auditors of the Company for a period 3
years at the last Annual General Meeting of the Company held on
12.09.2014 subject to ratification of their re-appointment at every
Annual General Meeting. The Company has received a certificate from the
above Auditors to the effect that if their appointment is ratified, it
would be in accordance with the provisions of the Companies Act, 2013.
SECRETERAIL AUDIT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the company has appointed Mr. Prakash Choudhary, Practicing
Company secretaries, (C.P.No.1418s) to undertake the secretarial Audit
of the Company. The secretarial Audit report in Form MR-3 is annexed
herewith as "Annexure B" and forms an integral part of this Report.
EXPLANATION OR COMMENTS ON QUALIFICATIONs. RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY
SECRETARY IN THEIR REPORTS:
The observations of the auditors in their reports are self-explanatory
and therefore, in the opinion of the Directors, do not call for further
comments.
There were no qualifications, reservations or adverse remarks made by
the statutory Auditors in their report.
Further as per the report of the Practicing Company secretary, the
Company has not filed e-form MGT-10 with respect to change in promoters
shareholding on O2.12.2014 and 17.01.2015 by more than 2% in volume, as
required under section 93 of the Companies Act, 2O13. The Company will
file the requisite form at the earliest and will ensure to have timely
compliances in near future as required under the Act.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Internal control system and actual performance is closely reviewed
on quarterly and yearly basis. Its internal control system and
procedure are commensurate with the size of the operation and are
adequate to ensure safeguarding its resources against loss,
unauthorized use or disposition and also to ensure that all
transactions are authorized, recorded and reported correctly.
RISK MANAGEMENT POLICY:
The Company has proper mechanism and management policies for the
business risk associated with the Company. It has well diversified
portfolio on various blue chip companies as evident from the Investment
details attached here unto in the notes to the financial statements.
Though there is insignificant risk applicable to the Company which can
threaten the very existence of the Company, still Company has proper
backing for the same.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Companies (Corporate social Responsibility Policy) Rule, 2O14 is
not applicable to the Company. Hence there is no need to develop policy
on CsR and take initiative thereon. However, your Company respects
society value and make endeavor to contribute for the societal cause as
far as possible.
ENVIRONMENT AND SAFETY:
The Company is conscious of the importance of environmentally clean &
safe environment. since your company is a non-Banking financial company
so the question of environment pollution does not arise.
However, the company ensures safety of all concerned, compliances
environmental regulations and prevention of natural resources.
As required by the sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2O13. Your Company is not required to
formulate and implement a policy on prevention of sexual Harassment of
Women at Workplace Committee with a mechanism for lodging complaints.
Nevertheless the Company has not received any such complaints during
the year under review.
HUMAN RESOURCES:
Your Company treats its "human resources" as one of its most important
assets.
The Company takes pride in the commitment, competence and dedication
shown by its employees in all areas of business.
Your Company is continuously committed to nurturing, enhancing,
retaining and development of talent on an ongoing basis through
superior Learning & Organizational Development. A number of programs
that provide focused people attention are currently underway. Your
Company thrust is on the promotion of talent internally through job
rotation and job enlargement. Your Company stresses on lesser Employee
Turnover and higher Employee Retention.
STATUTORY INFORMATION:
1. PARTICULARS OF EMPLOYEE
Pursuant section 197(12) of the Companies Act, 2013 and Rule s(1) to
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, statement of particulars of employees are maintained in
line with the provision of section 136 of the Companies Act, 2013.
Members who are interested in obtaining these particulars may write to
the Company secretary at the Registered Office of the Company. The
aforesaid Annexure is also available for inspection by members at the
registered office of the Company, 21 days before the Annual General
Meeting of the Company and up to the date of the ensuing Annual General
Meeting during the business hours on working days.
2. THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN
EMPLOYEE'S
The ratio of the remuneration paid to the Directors and to that of the
median employee of the Company is as under:
Remuneration paid to Ms. Meenakshi Daga (Executive Directors) - Rs.
20,000/- p.m.
Remuneration paid to the Median Employee -Rs. 15,500/- p.m.
The ratio between them is 1.29: 1
There is no such employee in the Company Drawing Remuneration which in
the aggregate exceeds Rs. 60,00,000/- employed throughout the
financial year or Rs. 5,00,000/- or more per month employed during the
part of the financial year,2014-15. The Company had s permanent
employees.
None of the employees of the Company is a relative of any Director of
the Company. Further none of the Employees hold (by himself or along
with his spouse and dependent children) more than two percent of the
equity shares of the Company.
3. CONSERVATION OF ENERGY, TECHNOLOGY ABsORPTION & FOREIGN EXCHANGE
EARNING AND OUTGO
The provisions of section 134 (3)(m) of the Companies Act, 2013,
regarding conservation of energy and technology absorption, are not
applicable.
Further there were no foreign exchange inflow or outgo during the
period under review.
4. PUBLIC DEPOsIT
The Company has not accepted/renewed any deposit within the meaning of
section 73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014 and as such no amount of principal
or interest was outstanding as on the Balance sheet date.
5. LISTING WITH STOCK EXCHANGE
The Company confirms that it has paid the Annual Listing Fees for the
year 2015-2016 to The Calcutta stock Exchange Limited (CsE) where the
Company's shares are listed. Company has also applied for listing it
securities at Bombay stock Exchange (BsE) Limited.
ACKNOWLEDGEMENT:
The Directors would like to thank clients, shareholders, vendors,
government agencies, bankers & all other business associates for their
continued support during the year. We place on record our appreciation
for the contributions made by the employees at all levels.
Address for Correspondence:
REGIsTERED OFFICE :
33 Brabourne Road, sth Floor
Kolkata: 700-001
Email: rfsl.nbfc@gmail.com
Website; www.rfsl.co.in
Telephone No.: (033) 2242-5812
For and on Behalf of the Board of Directors
RICHFIELD FINANCIAL SERVICES LIMITED
(RAJESH KUMAR KANAKRIA) (MEENAKSHI DAGA)
Place: Kolkata Director Whole Time Director
Date: 30.05.2015 DIN: 00097236 DIN: 0699ss3s
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