VLS Finance Annual Report 2019.Pdf
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NOTICE BOARD OF DIRECTORS : Shri Ajit Kumar Chairman-Independent Director 32nd ANNUAL GENERAL MEETING OF (DIN : 00106597) MEMBERS OF THE COMPANY Shri M.P. Mehrotra Executive Vice-Chairman WILL BE HELD AT (DIN : 00016768) The Auditorium, Sri Sathya Sai International Centre, Shri S.K. Agarwal Managing Director Institutional Area, Lodhi Road (DIN : 00106763) Pragati Vihar, New Delhi - 110 003 Shri K. K. Soni Director-Finance & CFO at 3:30 P.M. (DIN : 00106037) on Thursday, Dr. (Mrs.) Neeraj Arora Non-Executive Director the 12th day of September, 2019 (DIN : 07191167) SHARE TRANSFER & INVESTOR SERVICES Shri Vikas Mehrotra Non-Executive Director M/s RCMC Share Registry Pvt. Ltd. (DIN : 06476150) Unit: VLS Finance Ltd. Dr. S. Ramesh Independent Director B-25/1, Ist Floor, Okhla Industrial Area, Phase-II, (DIN : 00126120) New Delhi-110020 Shri. D.K. Mehrotra Independent Director Ph. : 011 26387320-21-23 Fax : 011 26387322 (DIN : 00142711) Email : [email protected] Shri R. Bandyopadhyay Independent Director (DIN :01122778) Our e-mail address : COMPANY SECRETARY For investor services : [email protected] Shri H. Consul Other than above : [email protected] visit us at www.vlsfinance.com AUDITORS M/s. M.L. Puri & Co. CONTENTS Page No. Chartered Accountants, 407, New Delhi House, 27, Barakhamba Road, Directors' Report ............................................ 1-5 New Delhi-110001 Annexures to the Directors' Report BANKERS including Corporate Governance................ 5-26 HDFC Bank UCO Bank Independent Auditors' Report ................... 27-30 EQUITY SHARES LISTED AT : Balance Sheet ...................................................31 THE NATIONAL STOCK EXCHANGE OF INDIA LTD. Exchange Plaza, 5th Floor, Plot No. C/1, Statement of Profit & Loss ..............................32 G Block, Bandra Kurla Complex, Bandra (E), Mumbai-400051. Notes ........................................................... 33-38 BSE LTD. (formerly THE BOMBAY STOCK EXCHANGE), 25, Phiroze Jeejeebhoy Towers, Cash Flow Statement .......................................39 Dalal Street, Mumbai - 400 001. Annual Report of Subsidiaries .................. 40-68 THE CALCUTTA STOCK EXCHANGE LTD. (Pending Delisting) 7, Lyons Range, Kolkata-700 001. Consolidated Financial Statements .......... 69-79 Attention Members In order to improve investor services and payment of dividend, we request you to update / register your postal, email address and Bank Account details with Company in case of holding in physical form. The holders in demat (electronic) form may register the same with concerned depository participant. N.B. : Members/Proxy are requested to bring their copy of Annual Report at the Meeting as extra copies have not been printed due to high cost of paper/Printing. VLS FINANCE LTD. DIRECTORS’ REPORT to infuse further capital investment in the country and thus more Your Directors are pleased to present the 32nd Annual Report of the Company opportunity for financial sector. The relaxation of foreign investment rules has received a positive response from the financial sector. The together with the Audited Annual Accounts for the year ended Company is looking forward to grasp the available opportunities. The 31st March, 2019. Company will also focus on permitted avenues as a member of the Stock Exchange. The uncertain state of the global economy however 1. Financial Results (Rs. in Lakhs) remains a cause of concern. Adequacy of Internal Financial Control Systems For the year ended For the year ended 31st March, 2019 31st March, 2018* The management in consultation with Internal Auditors monitor and evaluate the efficacy and adequacy of internal financial control systems Gross Receipts 300102.04 209316.72 in the Company, its compliance with operating systems, accounting procedures and policies at all levels of the Company and its subsidiaries. Profit before Interest, Finance Charges The audit observations and the corrective actions thereon are presented & Depreciation 2918.73 2500.18 to the Audit Committee of the Board. The control framework is Less: Interest & Finance Charges 0.95 1.07 established and maintained by the Company. The observations by the Profit before Depreciation 2917.78 2499.11 internal and statutory auditors are perused by the Management, the Audit committee as well as the Board for proper implementation. The Less: Depreciation 59.13 60.57 Company’s internal financial controls have been found to be adequate Profit before exceptional & and effective. extraordinary items & tax 2858.65 2438.54 Segment wise Performance Less: Provision for diminution of Accounting Standard (AS-17) relating to “Segment Reporting” has been value of assets (net) 664.00 600.00 complied with. The gross operating income and profit from the other Profit before Tax 2194.65 1838.54 segment is below the norms prescribed in AS-17, hence separate disclosure has not been made. Less: Provision for Taxation/(Credits) 436.18 353.71 Cautionary Statement Profit after Tax 1758.47 1484.83 The statements in the above analysis, describing the Company’s Surplus brought forward from estimates, expectations or predictions may be ‘forward looking previous year 9449.23 8430.49 statements’ within the meaning of applicable securities laws and Less: i) Proposed dividend on 386.62 386.62 regulations. The actual results may differ from those expressed or Equity Shares implied. Important factors that could make a difference to the Company’s operations include changes in government regulations, tax regimes, ii) Dividend distribution tax 79.47 79.47 economic developments within the country and abroad, and other related Available for Appropriation 10741.61 9449.23 factors. Appropriations: 3. Dividend & Reserve The Board has recommended 10% dividend on equity shares i.e. To General Reserve 0.00 0.00 Rs.1/- per equity share for the year 2018-19 subject to approval of Surplus c/f 10741.61 9449.23 members. The dividend, if approved, will be paid to the registered members as on the date of Annual General Meeting scheduled to be * (Figures have been regrouped / recast to conform to current year’s held on 12/09/2019 (‘AGM’). No amount was proposed to be transferred figures) to the reserve during the year under review. 2. Management Discussion and Analysis 4. Directors/ Key Managerial Personnel (KMP) Financial Review During the year under review and till the date of this report there had During the year under review, profit before tax was Rs.2194.65 lakhs been no changes in the composition of the Board of Directors/ Key as compared to Rs. 1838.54 lakhs for the previous year. The profit after Managerial Personnel of your Company. tax stood at Rs. 1758.47 lakhs as compared to Rs. 1484.83 lakhs during Directorate: the previous year. In accordance with the provisions of Article 89 of the Articles of Industry Structure and Development Association of the Company, Shri Mahesh Prasad Mehrotra – Excutive The global economy is projected to grow at 3.5 percent in 2019 according Vice Chairman (DIN: 0016768) will be retiring by rotation at the ensuing to World Economic Outlook Update. Asian Development Bank report Annual General Meeting (‘AGM’) of your Company and being eligible, pegs Indian economy to grow at 7.1 percent for the current financial offer himself for re-appointment. Concurring to recommendation of year. The financial markets have shown positive signs as compared to Nomination and Remuneration Committee of the Company, your last financial year. However, increasing divergence in monetary, fiscal Directors recommend his re-appointment as set out in the Notice policies and volatility of capital flows coupled with foreign economic convening the ensuing AGM. decisions viz. United States trade agreement re-negotiations etc. paints The term of Shri Suresh Kumar Agarwal (DIN: 00106763) as Managing an uncertain time ahead for our economy. Director of the Company is upto 20th August, 2019. The Board of Directors The growth prospects of the Emerging Asian economies like China and on the recommendation of Nomination and Remuneration Committee, India are expected to remain robust over the medium term amid global has reappointed Shri Suresh Kumar Agarwal as Managing Director of economic uncertainty. The Asian region is expected to grow at 5.7 the Company w.e.f 21st August, 2019 for 3 years i.e. upto 20th August, percent in 2019 as per the Asian Development Bank. 2022, subject to approval of the members at the ensuing AGM. Outlook, Risks and Concerns The term of Shri Kishan Kumar Soni (DIN: 00106037) as Director- The country’s equity markets remains promising for both global and Finance & CFO of the Company was upto 31st January, 2019. The domestic investors. The underlying strength of Indian consumption and Board of Directors on the recommendation of Nomination and demand, continues to remain healthy. The performance of your Company Remuneration Committee, has reappointed Shri Kishan Kumar Soni as is closely linked to those of the stock markets. The growth tendencies Director- Finance & CFO of the Company w.e.f 01/02/2019 for 3 years for 2019-2020 are expected to be mostly reflective of the developments and 6 months i.e. upto 31/07/2022, subject to approval of the members in these areas. Your Company has been making use of available at the ensuing AGM. opportunities in the capital markets for its operations, keeping in view Further, Shri Ajit Kumar (DIN: 00106597) and Dr. Srinivasan Ramesh its business objectives. (DIN:00126120) who were appointed as Independent Directors of the Our approach to risk management is based on our experience and Company at the 27th AGM of the Company for a period of five consecutive risk management framework. The Company is exposed to normal years commencing from 25th September, 2014 upto the conclusion of industry risks such as credit, interest rate, economic, currency, political, the 32nd AGM to be held in the year 2019 are eligible to be appointed market and operational risks. The Company views risk management as Independent Directors for a second term. Concurring to recommendation integral to its business for creating and maintaining best practices in of Nomination and Remuneration Committee of the Company, your business operations and administration.