| Dear Members,
The Directors are pleased to present the Twenty Fourth Annual Report
and the Audited Accounts of the Company for the year ended on 31st
March, 2015.
1. FINANCIAL RESULTS
(Rs, in lacs]
Particulars 31.03.2015 31.03.2014
Operating Revenue 38.55 37.81
Others 00.13 00.04
Total Income ~ 38.68 37.85
Expenditure 37.78 33.54
Finance Charges 17.55 16.16
Gross Profit/ (Loss) after interest but
before depreciation, (16.65) (11.85)
taxation and exceptional items
Depreciation 4.30 3.23
Exceptional items
Pofit/Loss on sale of Assets / investments 29.16 0
(Net)
Profit / (Loss) before Tax (50.11) (15.08)
Provision for tax (current) 8.04 Nil
Deferred Tax Added back/written off NIL NIL
Profit / (Loss) for the year (58.15) (15.08)
Earning per Equity Share
Basic (1.63) (0-42)
2. DIVIDEND:
In view of carried forward losses, your Directors do not recommend any
dividend on the Equity Share Capita!
3. OPERATIONAL HIGHLIGHTS AND PROSPECTS:
The Company earned operational income of Rs. 38.55 lacs compared to Rs.
37.81 lacs in the previous year, depicting a growth of 1.96%. The other
income is Rs. 0.13 lacs compared to Rs.0.04 lacs in the previous year.
PROSPECTS:
The Company is poised to new business opportunities with the help of
change in existing management and control which is likely to take place
in the current fiscal year.
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION
FUND
In terms of Section 125 of the Companies Act, 2013, no unclaimed or
unpaid Dividend relating to any previous financial year is due for
remittance to the investor Education and Protection Fund established by
the Central Government.
5. SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2015 was Rs.
3,57,23,000/-. During the year under review the company has not issued
any shares or any convertible instruments.
6. MATERIAL CHANGES
No material changes and commitments affecting the financial position of
the Company occurred between the ends of the financial year to which
this financial statement relate on the date of t h i s report, except
for the following:
7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Since your Company is not a manufacturing Company, the statement with
respect to conservation of energy, technology absorption is not
applicable to the Company.
The Company has neither earned nor used any foreign exchange during the
year under review.
8. RISK MANAGEMENT
The Company has framed a Risk Management Policy to identify and
evaluate business risks and opportunities and the same has become
integral part of Company's day to day operations.
9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The provisions of Companies Act, 2013 regarding Corporate Social
Responsibility were not attracted to the Company for the financial year
2014-15.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
188 OF THE COMPANIES ACT, 2013
There were no loans, guarantees or investments made by the Company
under Section 186 of the Companies Act, 2013 during the year under
review and hence the furnishing above information is not applicable. .
11. RELATED PARTY TRANSACTIONS
Related party transactions that were entered during the financial year
were on an arm's length basis and were in the ordinary course of
business.
There were materially significant related party transactions with the
Company's Promoters and Directors, which had been entered into after
seeking approval of the members.
Transactions with related parties entered by the Company in the normal
course of business are periodically placed before the Audit Committee
for its omnibus approval and the particulars of contracts entered
during the year as per Form AOC-2 is enclosed as Annexure-I.
The Board of Directors of'the Company has, on the recommendation of the
Audit Committee, adopted a policy to regulate transactions between the
Company and its Related Parties, in * compliance with the applicable
provisions of the Companies Act 2013; the Rules thereunder and " the
Listing Agreement.
12. DIRECTORS
Pursuant to the provisions of the section 161(1) of the Companies Act,
2013 read with the Articles of Association of the Company, Smt.
MenkaJha and Mr. GaurangSanghavi are appointed as Additional Directors
in the category of Independent Director with effect from 08.04.2015 &
10.08.2015 respectively and they shall hold office only up to the date
of this Annual General Meeting and being eligible, it is proposed to
make their appointment as regular directors of the Company, not liable
to retire by rotation.
Mr. Pankaj Parikh and Mr. Deepak Raval are appointed as Additional
Directors w.e.f. 10th August, 2015 and they shall hold office only up
to the date of this Annual General Meeting and being . eligible, it is
proposed to make their appointment as regular directors of the Company,
liable to retire by rotation.
In accordance with the provisions of the Companies Act, 2013 and in
terms of the Memorandum and Articles of Association of the Company,
ShriDushyant D. Patel, Wholetime Director retires by rotation and he
has resigned w.e.f. 10th August, 2015.
Mr. Mukesh D. Patel, Managing Director, Mr. Upendra C. Patel, Director
and Mr. Yashwant F. Patel, Director have resigned from their post
w.e.f. 10th August, 2015.
12.1 BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination &
Remuneration and Compliance Committees. The manner in which the
evaluation has been carried out has been explained in the Corporate
Governance Report.
12.2 REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report, attached herewith.
12.3 MEETINGS
A calendar of Meetings is prepared and circulated in advance to the
Directors.
During the year 6 (six) Board Meetings and 4 (four) Audit Committee
Meetings were convened and held. The details of which are given in the
Corporate Governance Report. The intervening gap between the Meetings
was within the period prescribed under the Companies Act, 2013.
The required particulars of various Committees are stated in the
Corporate Governance Report, attached herewith.
12.4 DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(6)
of the Companies Act, 2013 so as to qualify themselves to be appointed
as Independent Directors under the provisions of the Companies Act,
2013 and the relevant rules.
13. AUDIT COMMITTEE AND VIGIL MECHANISM
The composition and other particulars of Audit Committee are provided
in the Corporate Governance Report, attached herewith.
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established.
14. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submits its responsibility Statement:-
(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
(c) financial year and of the profit arid loss of the company for that
period;
(d) 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;
(e) the directorshad prepared the annualccountsonagoingconcernbasis;and
(f) 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.
(g) 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.
15. 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 Annexure II and the same is attached to this
Report.
16. SUBSIDIARIES, IOINTVENTURE5AND ASSOCIATE COMPANIES
The details of financial performance of Subsidiary (only up to
02.12.2014) is furnished in Annexure IV and attached to this report.
17. DEPOSITS
The Company has neither accepted nor renewed any deposits during the
year under review.
13. AUDITORS
18.1 STATUTORY AUDITORS
The term of M/s. Deepak Desai and Company, Chartered Accountants,
Vadodara, being the Auditors of the Company concludes at the ensuing
Annual General Meeting. Owing to their persona! reasons, they have
expressed their unwillingness for re-appointment at the ensuing 24'''
Annual General Meeting.
It is proposed to appoint M/s. CNK & Associates, LLP, Chartered
Accountants in place of retiring auditors. The necessary consent and
eligibility certificate as required under Section 141 of the Companies
Act, 2013 read with Rule 14 of the Companies (Audit and Auditors)
Rules, 2014 has been received from them. As required under Clause 49 of
the Listing Agreement, the auditors have also confirmed that they hold
a valid certificate issued by the Peer Review Board of the Institute of
Chartered Accountants of India.
18.2 SECRETARIAL AUDIT
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 has appointed M/S. H. M. Mehta &
Associates, a Practicing Company Secretaries to undertake the
Secretarial Audit of the Company. The Report of the Secretarial Audit
Report is annexed herewith as ' Annexure III".
The Board has appointed M/sS. K. Pandey, Practicing Company
Secretaries, as Secretarial Auditors of the company to undertake the
secretarial audit of the company from 1st April, 2015 onwards in
placeof M/s H. M. Mehta & Associates.
18.3 INTERNAL AUDITORS
Mr. C.P. Patel, Chartered Accountant, Vadodara perform the duties of
internal auditors of the Company and their report is reviewed by the
audit committee from time to time.
The Board has appointed M/s D.P. Consultancy, Accounts Consultants,
Vadodara as Internal Audiotrs of the comapny from 1st Apirl, 2015
onwards in place of Mr. C. P. Patel.
19. OBSERVATION OF AUDITORS
There is no qualifications, reservations or adverse remarks made by the
either by the Auditors or by the Practicing Company Secretary in their
respective reports.
20. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard and
protect from loss, unauthorized use or disposition of its assets. All
the transactions are properly authorized, recorded and reported to the
Management. The Company is following all the applicable Accounting
Standards for properly maintaining the books of accounts and reporting
financial statements. The internal auditor of the company checks and
verifies the internal control and monitors them in accordance with
policy adopted by the company.
The Company continues to ensure proper and adequate systems and
procedures commensurate with its size and nature of its business.
21. Change in name of the company
The Board, subject to necessary approval of Central Government and
shareholders of the company, has decided to change name of company to
OPTIMUS FINANCE LIMITED or any such other name as available and
approved by RBI & Central Government.
22. Change in Registered Office of the company
The Board at its meeting held on 10th August, 2015 has decided to shift
registered office of the company to 301, Atlantis Heritage, Dr.
Vikramsarabhai Marg, Vadi-wadi, Vadodara-390003 w.e.f. 1st October,
2015.
23. Change in Share Transfer Agent
The Board at its meeting held on 10th august, 2015 has decided to
appoint M/s Maheshwari Datamatics Pvt Limited, Mumbai as Share Transfer
Agent of the company on the conclusion of the
24th Annual General Meeti ng of the shareholders of the company.
24. SHARES
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the.yea.r
under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year
under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
25. CORPORATE GOVERNANCE:
As per Clause 49 ofthe Listing Agreement with Stock Exchanges, a
separate Section on Corporate Governance a separate section on
corporate governance practices followed by the Company, together with a
certificate from the Company's Auditors confirming compliance forms an
integral part of this Report.
26. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report isfurnished herein below:
a) Overview of Industry:
F.Y. 2014-15 has been a tough year for the NBFC sector as the business
has greatly suffered in the subdued environment. The sector has been
witnessing a consolidation process in the last few years, wherein the
weaker NBFCs are gradually exiting, paving the way for a stronger
sector.
b) Opportunities and Challenges
Given NBFCs' deeper understanding of customer needs, NBFCs continue to
focus on product innovation and customize product offering, which help
them to maintain their niche position in the market and give them edge
over banks.
Maintaining asset quality in the face of growing NPAs and restructuring
of advances is a major challenge for the industry, which has clear link
with the overall state of the economy.
c) Outlook
The outlook for the sector over next year looks comparatively better on
account of considerative approach of the Regulator and Finance Ministry
and positive trend of growth in economy which is expected to boost
credit demand and growth prospects for NBFCs.
As far as your Company is concerned, it is undergoing a change in
existing management and control which is envisaged to bring new
business opportunities and growth in coming period.
d) Risks and Concerns
Your Company is subject to external risks like increasing interest
rates, liquidity crunch,- inflationary pressure, plunging capital
market, slowdown in Indian and global economy etc. the company manages
this risk by conservative financial profile, cost reducing measures and
prudent business practices.
e) Adequacy of Internal Control
The Company has an adequate internal controls system commensurate with
its size and the nature of its business.
The Audit Committee of the Board of Directors reviews the adequacy of
internal controls.
f) Human Resource Development
Your Company continued to have cordial and harmonious relations with
its employees.
g) Discussion on financial performance with respect to operational
performance
During the year under review, the Company has generated total income of
Rs. 38.68 lacs. The Loss after depreciation and interest stood at Rs.
91.91 lacs. There is no need for any provision for Non- Performing
Assets and Bad Debts. After providing Rs. 4.94 lacs for depreciation of
previous years plus carried forward losses of Rs. 180.53 lacs, the
total loss of Rs. 277.38 lacs has been carried over.
27. PARTICULARS OF EMPLOYEES
The Company did not have any employee falling within the scope of
Section 197 read with RuleS of The Companies (Appointment and
Remuneration of managerial Personnel) Rules, 2014.
28. COSTAUDIT
As such your Company is NBFC the provisions of Section 148 of the
Companies Act, 2013 regarding maintenance of cost records as well as
the cost audit are not applicable to the Company.
29. ACKNOWLEDGEMENTS
Your Directors acknowledges the support received from all its Business
Associates, Bankers, Shareholders and other business constituents.
Your Directors also wish to place on record their appreciation for the
continued co-operation made by employees during the year.
For and on behalf of the Board,
For Transpek Finance Limited
Place: Regd. Office:
l" Floor, ABS Towers,
Old Padra Road, Vadodara -390 007
[Mukesh D. Patel]
Date: 10.08.2015 Chairman & Managing Director
DIN: 00009605
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