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ઈન્ડો એશિયન ફાયનાન્સ ડિરેક્ટર્સ રિપોર્ટ, ઈન્ડો એશિયન ફાયનાન્સ ડિરેક્ટર્સ દ્વારા રિપોર્ટ

ઈન્ડો એશિયન ફાયનાન્સ

બીએસઈ: 530747  |  ઍનઍસઈ : N.A  |  ISIN: INE807A01010  |  Finance - Leasing & Hire Purchase

શોધો ઈન્ડો એશિયન ફાયનાન્સ કનેક્શન � Sep 14
ડિરેક્ટર્સ રિપોર્ટ વર્ષાન્ત : Mar '15
Dear Members,
 
 The Directors have great pleasure in presenting their 25th Annual
 Report along with the audited financial statement for the financial
 year ended March 31,2015.
 
 FINANCIAL RESULTS
 
 The financial results of the Company for the year ended 31st March,
 2015 are summarised below: ( The current financial year covers a period
 of six months from Oct 2014 to March 2015 and the previous financial
 year covers a period of 18 months from Apr 2013 to Sep 2014)
 
 SI.No. Particulars                     Current Fin.     Previous Fin.
                                        Year-ended       Year ended 30th
                                        31stMarch,2015   September, 2014
 
 (i)  Revenue from operations (net)       47,19,468       3,32,75,007
 
 (ii) Other Income                     13,98,34,834       7,22,48,748
 
 (iii)     Total Income                14,45,54,302      10,55,23,755
 
 (iv) Operating Expenditure             9,10,46,163       2,58,66,764
 
 (v)  Profit before Interest,           5,35,08,139       7,96,56,991
 Depreciation and Amortisation
 and Tax.
 
 (vi) Finance Costs (net)              1,84,96,109        7,55,53,428
 
 (vii) Depreciation and Amortisation      7,98,173          28,95,571
 
 (viii) Profit before Taxes            3,42,13,858          12,07,992
 
 (ix) Tax Expenses                       73,03,112             57,646
 
 (x)  Net Profit for the Year          2,69,10,746          11,50,346
 
 (xi) Balance Brought Forward from        NIL                 NIL
 Previous Year
 
 (xii)  Amount Available for           2,69,10,746          11,50,346
 Appropriation
 
 
 Appropriations
 
 (a)  Interim Dividends on Equity Shares   NIL                 NIL
 
 (b)  Tax on Dividends                     NIL                 NIL
 
 (c)  Transfer to General Reserve          NIL                 NIL
 
 (d)  Transfer to Special Reserve          NIL             2,25,550
 
 (e)  Balance carried to Balance Sheet   2,69,10,746      72,74,220
 
 PERFORMANCE OF THE COMPANY
 
 During the year, your Company registered a total income of Rs.
 14,45,54,302 representing an increase of 36% over that of the previous
 year. This was mainly due to the profit on sale of fixed
 assets,amounting to about Rs.13.95 Crores. Your Company registered a
 net profit of Rs. 2,69,10,746, as compared to previous year net profit
 of Rs. 11,50,346. The general depletion in the economic conditions was
 a major challenge for the NBFC''s for collection and which in turn
 resulted in reduction in overall disbursements of loans.
 
 DIVIDEND
 
 In order to conserve the liquid resources for the development of
 business of the Company and to enhance Shareholders'' value, your
 Directors have not recommended any Dividend for the period ended
 31.03.2015.
 
 During the financial year ended 31.03.2015, an amount of Rs.1.94 Lakhs
 being unclaimed dividend pertaining to the financial year 2004,2005 and
 2006 would become transferable to Investors'' Education and Protection
 Fund (IEPF).
 
 SHARE CAPITAL
 
 During the year, the Board of Directors of the Company at their meeting
 held on 1st December, 2014 decided to go in for further issue of equity
 shares on preferential basis for a value of Rs 6 crores for which the
 approval from members has been taken in AGM held on 31.12.2014.
 
 TRANSFER TO RESERVES
 
 The Company retained the entire surplus in the Profit and Loss Account
 and hence no transfer to General Reserve was made during the Year.
 
 DEPOSITS
 
 The Company has not accepted Public Deposits during the period. The
 Company has repaid all earlier Deposits in June 2012.
 
 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SEC.186
 
 These are covered by the notes on financial statements provided in this
 Annual Report.
 
 DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
 
 Appointments and Resignations
 
 The Board has appointed Ms. Pooja Challani as Additional Director of
 the Company w.e.f 05.08.2015, under the category of Woman Director. The
 Board of Directors seeks your support in confirming the appointment of
 Ms. Pooja Challani as Woman Director of the Company.
 
 Details of appointments and resignations of Directors and Key
 Managerial personnel during the year are tabled below:
 
 Name of              Designation       Date of             Date of
 Director/Key                           Appointment         Resignation
 Managerial
 Personnel
 
 Ms. Pooja Challani  Woman Director   Appointed as an      Not Applicable
                                      Additional
                                      Director
                                      w.e.f. 05.08.2015.
 
 Mr. S. Ravichandran Managing Director Appointed w.e.f.    Resigned
                                       10th November,      w.e.f.21st
                                       2014                March 2015.
 
 Re-appointments
 
 As per provisions of the Companies Act, 2013, Mr Lakahmi Narashma Rao
 ,the additional director , is liable to retire by rotation at the
 ensuing Annual General Meeting and being eligible, offers himself for
 re-appointment. The Board of Directors recommends his re-appointment.
 
 Declaration by Independent Directors
 
 The Company has received declarations from all its Independent
 Directors that they meet the criteria of independence as laid down
 under Section 149(6) of the Companies Act, 2013 and Clause 49 of the
 Listing Agreement in respect of the financial year ended March 31,
 2015.
 
 BOARD MEETINGS HELD DURING THE FINANCIAL YEAR
 
 During the period from October 1, 2014 to March 31, 2015 three Board
 Meetings were convened and held, the details of which are given below.
 The intervening gap between the Meetings was within the period
 prescribed under the Companies Act, 2013.
 
 Date of Board Meeting           Names of Directors who attended the
                                 meeting
 
 13th November 2014              Padham J Challani,N Subramanian, M J
                                 Lakshmi  Narashma  Rao, S Ravichandran
 
 1st December 2014               Padham J Challani, M J Lakshmi
                                 Narashma Rao, S Ravichandran
 
 11th February 2015              Padham J Challani,N Subramanian, M J
                                 Lakshmi  Narashma  Rao, S Ravichandran
 
 DETAILS OF COMMITTEES AND THEIR MEETINGS
 
 The Board has the three primary committees namely, Audit Committee,
 Nomination and Remuneration Committee and Stakeholders'' Relationship
 Committee. The Composition of the primary Committees and their meeting
 dates are given below:
 
 Name of the                Composition                 Details of
 Committee                                              Meetings held
                                                        during the year
 
 Audit Committee          Comprises of two         3 meetings were held
                          Non-Executive            during the period on
                          Independent Directors,   the following dates:-
                          The Chairman of the      *13th Nov 2014
                          Committee is an          *1st Dec 2014
                          Independent Director.    and 11th feb 2015
 
 Nomination and           Comprises of two         2Meetings were held
 Remuneration             Non-Executive            during the period on
 Committee                Independent Directors,   the following dates:-
                          The Chairman of the      *13thNov2014
                          Committee is an           11,thFeb2015
                          Independent Director
 
 Stakeholders''            Comprises of two         2Meetings were held
 Relationship             Directors of whom two    during the year on
                          are Independent          the following dates:-
 Committee                Directors and one is     *13thNov2014
                          Executive Director.      11thFeb2015
                          The Chairman of the
                          Committee is an
                          Independent Director.
 
 Name of the                                        Names of
 Committee                                          Directors who
                                                    attended the
                                                    meetings M/s.
 
 Audit Committee                                   N Subramaniam,
                                                   Lakshmi Narashma
                                                   Rao
 
 Nomination and                                    N Subramaniam,
 Remuneration                                      Lakshmi
 Committee                                         Narashma  Rao,
                                                   Padam J Challani
 
 Stakeholders''                                     N Subramaniam,
 Relationship                                      Lakshmi
 Committee                                         Narashma  Rao,
                                                   PadamJ Challani
 
 COMPOSITION OF BOARD OF DIRECTORS
 
 Name and                Categor          Number of          Whether
 Designation of the      y                Board              attende
 Director                                 Meetings           d
                                          during             last
                                          the year           AGM
                                          ended
                                          31.03.15
 
                                         Held    Attended        Yes  /
                                                                  No
 
 Padham J Challani         Promoter       3          3            Yes
 CHAIRMAN                      -
                           Executive
                           Director
 
 N. Subramanian            Non-           3          2            Yes
                           Executive
                            &
                           Independ
                           ent
                           Director
 
 Lakshmi Narashma          Non-           3           3           Yes
 Rao                       Executive
                           &
                           Independ
                           ent
                           Director
 
 Dr. S Ravichandran*       Managing       3            3          yes
                           Director
 
 Pooja Challani**          Woman
                           Director
 
 Name and                     Number of               Number of
 Designation of the           Directorship            Committee
 Director                     s                       positions
                              in other                held in other
                              Companies                 Public
                                                       Companies
 
                                         Mem       Chairman        Mem
                            Chairman     ber                       ber
 
 Padham J Challani                       13
 CHAIRMAN
 
 N. Subramanian                           1
 
 Lakshmi Narashma                         1                           1
 Rao
 
 Dr. S Ravichandran*                      2
 
 Pooja Challani**
 
 * Resigned w.e.f 21.03.2015
 
 ** Appointed as an Additional Director w.e.f 05.08.2015
 
 Details of recommendations of Audit Committee which were not accepted
 by the Board along with reasons
 
 The Audit Committee generally makes certain recommendations to the
 Board of Directors of the Company during their meetings held to
 consider financial results (Unaudited and Audited) and such other
 matters placed before the Audit Committee as per the Companies Act,
 2013 and Listing Agreement from time to time. During the year the Board
 of Directors has considered all the recommendations made by the Audit
 Committee and has accepted and carried out the recommendations
 suggested by the Committee to its satisfaction. Hence there are no
 recommendations unaccepted by the Board of Directors of the Company
 during the year under review.
 
 DETAILS OF POLICIES DEVELOPED BY THE COMPANY
 
 (i) Nomination and Remuneration Policy
 
 The Company has formulated the Nomination and Remuneration Policy in
 compliance with Section 178 of the Companies Act, 2013 read along with
 the applicable rules thereto. The objective of this policy is to ensure
 
 * The level and composition of remuneration is reasonable and
 sufficient to attract, retain and motivate directors of the quality
 required to run the company successfully;
 
 * Relationship of remuneration to performance is clear and meets
 appropriate performance benchmarks; and
 
 * Remuneration to Directors, Key Managerial Personnel and Senior
 Management involves a balance with short and long-term performance
 objectives appropriate to the working of the company and its goals
 
 This policy is being governed by the Nomination and Remuneration
 Committee comprising of three members of the Board, all of whom are
 Non-Executive and Independent Directors. The policy lays down the
 standards to be followed by the Nomination and Remuneration Committee
 with respect to the appointment, remuneration and evaluation of
 Directors and Key Management Personnel.
 
 Affirmation that the remuneration is as per the remuneration policy of
 the company
 
 The Company has formulated the Nomination and Remuneration Policy in
 compliance with Section 178 of the Companies Act, 2013 read along with
 the applicable rules thereto. This policy governs the criteria for
 deciding the remuneration for Directors and Key Management Personnel.
 It is affirmed that the remuneration to Directors and Key Management
 Personnel is being fixed based on the criteria and parameters mentioned
 in above mentioned policy of the Company.
 
 (ii) Risk Management Policy
 
 The Board of Directors of your Company has adopted a Risk Management
 Policy which details the procedures to be followed by the Company with
 regard to risk management.  The Boardevaluates and reviews the risk
 factors associated with the operations of the Company and recommends to
 the Board the methods to mitigate the risk and advise from time to time
 various measures to minimizing the risk and monitor the risk management
 for the Company.
 
 (iv) Whistle-Blower Policy - Vigil Mechanism
 
 The Company is committed to adhere to the highest standards of ethical,
 moral and legal conduct of business operations. To maintain these
 standards, the Company encourages its employees who have concerns about
 suspected misconduct to come forward and express these concerns without
 fear of punishment or unfair treatment. A Vigil (Whistle Blower)
 mechanism provides a channel to the Employees and Directors to report
 to the management concerns about unethical behavior, actual or
 suspected fraud or violation of the Code of Conduct or Policy. The
 mechanism provides for adequate safeguards against victimization of
 employees and directors to avail of the mechanism and also provide for
 direct access to the Chairman of the Board/Chairman of the Audit
 Committee in exceptional cases.
 
 In line with the statutory requirements, the Company has formulated a
 Whistle Blower Policy/Vigil Mechanism, which covers malpractices and
 events which have taken place / suspected to have taken place, misuse
 or abuse of authority, fraud or suspected fraud, violation of company
 rules, manipulations, negligence causing danger to public health and
 safety, misappropriation of monies, and other matters or activity on
 account of which the interest of the Company is or is likely to be
 affected .
 
 EVALUATION OF BOARD, COMMITTEE AND DIRECTORS
 
 Pursuant to the provisions of the Companies Act, 2013, an annual
 performance evaluation of the performance of the Board, the Directors
 individually as well as the evaluation of the working of the Board
 Committees was carried out based on the criteria and framework adopted
 by the Board.
 
 The Independent Directors evaluation was done with main focus on their
 adherence to the Corporate Governance practices and their efficiency in
 monitoring the same. They are also being evaluated on various
 parameters viz., active participation in strategic planning, fiduciary
 responsibilities, participation in Board and Committee meetings, etc.,
 
 The performance evaluation of the Non Independent Directors was carried
 out by the entire Board of Directors (excluding the Director being
 evaluated) and they have expressed their satisfaction with the
 evaluation process which considered their commitment and the exercise
 of their responsibilities in the best interest of the Company.
 
 NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES,
 JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.
 
 No such development has taken place during the year.
 
 AUDITORS
 
 Statutory Auditors
 
 At the Annual General Meeting held on 31st December, 2014, M/s.
 Krishnakumar & Associates, Chartered Accountants, were appointed as
 Statutory Auditors of the Company to hold office till the conclusion of
 the Annual General Meeting to be held in the calendar year 2015.
 
 In terms of Section 139 of the Companies Act, 2013, the present
 Auditors, having completed Five years of continuous audit, expressed
 their willingness not to be reappointed. A proposal has been received
 to appoint M/s. Krupa & Co., Chartered Accountants, Chennai-600029,as
 Statutory Auditors of the Company. This is placed for approval of the
 shareholders.
 
 Secretarial Auditor
 
 Pursuant to the provisions of Section 204 of the Companies Act, 2013 and
 The Companies (Appointment and Remuneration of Managerial Personnel)
 Rules, 2014, the Company is in the process of appointing, a firm of
 Practising Company Secretaries to undertake the Secretarial Audit of the
 Company. The Secretarial Audit Report for the financial year 2014-2015
 would be available thereafter.
 
 Response to qualifications in the Auditor''s Report
 
 Statutory Audit Report
 
 1.  Under Report on other legal and regulatory requirements, in para
 2(f) the Auditors have stated that the company has defaulted in
 transferring a sum of Rs 1.94 lakhs of Unclaimed Dividend to Investors
 Education and protection Fund of the Govt.
 
 Reply: Action has been taken and Demand Drafts for the said amount
 obtained and the process of uploading the details of Shareholders would
 be carried out.
 
 2.  Income Tax claims of Rs 3.04 Crores pertaining to assessment years
 from 2007-08 to 2012-13, are under dispute and have not been deposited,
 pending resolution of issue.
 
 PARTICULARS OF EMPLOYEES AND REMUNERATION
 
 Details as required under Section 197 of the Companies Act, 2013 read
 with Rule 5(2) of the Companies (Appointment and Remuneration of
 Managerial Personnel) Rules, 2014 are given below:
 
 (i) Details of the employees employed throughout the year and drawing
 remuneration which in the aggregate exceeds Rs. 60 Lakhs or more per
 annum, during the financial year. Nil
 
 ii) None of the employees employed for a part of the financial year,
 was in receipt of remuneration for any part of that year, which, in the
 aggregate exceeds Rupees Five Lakhs per month, during the financial
 year.
 
 Details required as per Section 197 and Rule 5 of Companies
 
 (Appointment and Remuneration of Managerial Personnel) Rules, 2014
 
 Name of              Amount of                 Ratio of
 Director/KMP         Remuneration              remuneration
                      Per month Rs              to median
                                                remuneration
                                                of employees
                                                for the FY
 
 Dr S Ravichandran       200000                   16.67
 
 
 Name of                             %                     Comparison
 Director/KMP                        increase              of
                                     in                    remuneratio
                                     remunerat             n to
                                     ion during            performance
                                     the FY                of company
 
 Dr S Ravichandran                     Nil                    3.50%
 
 Percentage increase in the median remuneration of employees in the
 financial year Nil
 
 Number of permanent employees on the rolls of the company as on
 31.03.2015 = 21
 
 Explanation on relationship between average increase in remuneration
 and company performance
 
 No change in remuneration, as the Company is in consolidation phase.
 
 Variations in Market Capitalisation of the Company
 
 The market capitalization of the Company as of 30th September, 2014
 was:-
 
 Number of Shares as       Closing price as of 30th          Market
 on 30th September, 2014   September, 2014at BSE         Capitalization
                                                          in Crores
 
 90.00.000                       Rs. 7.69                     6.92
 
 The market capitalization of the Company as of 31st March, 2015 was:-
 
 Number of Shares as       Closing price as of 30th          Market
 on 30th March, 2015       September, 2014at BSE         Capitalization
                                                          in Crores
 
 90.00.000                          Rs 5.73                    5.16
 
 Price earnings ratio
 
 Price earnings ratio     As on 31.03.2015             As on 30.09.2014
 
                                2.99                          0.13
 
 Percentage increase or decrease in the market quotations of the shares
 of the company in comparison to the rate,when the company came out with
 the last public offer
 
 NA
 
 Key parameters for any variable component of remuneration availed by
 the directors;
 
 No variable component availed.
 
 The ratio of the remuneration of the highest paid director to that of
 the employees who are not directors but receive remuneration in excess
 of the highest paid director during the year
 
 NA
 
 Details of pecuniary relationship or transactions of the non-executive
 directors vis-a-vis the company
 
 Non- Executive Directors get only Sitting Fees and conveyance for
 attending Board/ Commitee Meetings.
 
 ADEQUACY OF INTERNAL FINANCIAL CONTROLS
 
 The Company has an Internal Control System, commensurate with the size,
 scale and complexity of its operations. To maintain its objectivity and
 independence, the Internal Audit function reports to the Chairman of
 the Audit Committee of the Board and to the Managing Director. The
 Internal Audit Department monitors and evaluates the efficacy and
 adequacy of internal control system in the Company, its compliance with
 operating systems, accounting procedures and policies at all locations
 of the Company. Based on the report of internal audit function, process
 owners undertake corrective action in their respective areas and
 thereby strengthen the controls. Significant audit observations and
 recommendations along with corrective actions thereon are presented to
 the Audit Committee of the Board.
 
 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
 TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS
 IN FUTURE
 
 During the year there are no significant and Material orders passed by
 the Regulators or Courts or Tribunals impacting the going concern
 status and Company''s operations in future
 
 MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
 POSITION OF THE COMPANY WHICH HAS OCCURRED SINCE 31.03.2015 TILL THE
 DATE OF THIS REPORT
 
 There are no material Changes and commitments affecting the financial
 position of the company which has occurred since 31.03.2015 till the
 date of this report
 
 EXTRACT OF ANNUAL RETURN
 
 An extract of the Annual Return in form MGT-9 is annexed herewith
 
 RELATED PARTY TRANSACTIONS
 
 There were no related party transactions entered into during the
 financial year by the company with its Promoters, Key Managerial
 Personnel or other designated persons which may have potential conflict
 with interest of the company at large other than the remuneration paid
 to the Executive Directors and Dividend received by them from the
 Company in proportion to the shares held by them.
 
 The details of Related Party Transactions are provided in the Notes to
 the Accounts.
 
 CORPORATE GOVERNANCE REPORT
 
 Some Corporate governance requirements as stipulated under the listing
 agreement with the stock exchanges is not applicable to company as the
 share capital of the company is less than Rs. 10 Crores and the
 networth of the company is less than Rs.  25 Crores.  -
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 NA
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 In terms of Section 134 (5) of the Companies Act, 2013, the directors
 would like to state that:
 
 i.  In the preparation of the annual accounts, the applicable
 accounting standards have been followed.
 
 ii.  The directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that were 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 or
 loss of the Company for the year under review.
 
 iii. The directors have 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.
 
 iv.  The directors have prepared the annual accounts on a going concern
 basis.
 
 v.  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.
 
 vi.  The directors had devised proper system to ensure compliance with
 the provisions of all applicable laws and is working the system
 smoothly.
 
 DEPOSITORY SYSTEM
 
 As the members are aware, your Company''s shares are tradable in
 electronic form and the Company has established connectivity with both
 the Depositories i.e., National Securities Depository Limited (NSDL)
 and Central Depository Services (India) Limited (CDSL). In view of the
 advantages of the Depository System, the members are requested to avail
 of the facility of dematerialisation of the Company''s shares.
 
 INDUSTRIAL RELATIONS
 
 Industrial relations in all the units and branches of your Company
 remained cordial and peaceful throughout the year.
 
 ACKNOWLEDGEMENTS
 
 The Directors wish to convey their appreciation to business associates
 for their support and contribution during the year. The Directors would
 also like to thank the employees, members, customers, bankers, and
 associates for the continued support given by them to the Company and
 their confidence reposed in the management.
 
                                                By Order of the Board
                                        For Indo Asia Finance Limited
 
                                                    Padham J Challani
                                                             Chairman
 
 September 1,2015
 Registered Office
 No.15, New Giri Road,
 T.Nagar, Chennai-600017
 
 
 
 
 
સ્તોત્ર: રેલીગેર ટેકનોવા


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