Encl: As above Rajesh Kumar Kankaria Director DIN: 00097236 1vnr1cL Yours faithfully, For Richfield Financial Services Limited This is for the information of the Exchange and the Members. The Annual Report for the FY 2019-20 is also available on the Company's website at www.rfsl.co.in. In pursuant to Regulation 30 and Regulation 34 of the SEBI (Listing Obligations and disclosure Requirements) regulations, 2015, we submit herewith the Annual Report of the Company for the Financial Year 2019-20 along with Notice convening the 28th Annual General Meeting scheduled to be held on Monday, September 28, 2020 at 3:00 pm through Video Conferencing (VC) / Other Audio Visual Means (OA VM). Dear Sir / Madam, Sub.: Reg. 34 - Submission of Annual Report for the Financial Year 2019-20 and Notice convening the 28th Annual General Meeting. The Secretary BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai- 400001 Scrip Code: 539435 The Secretary CSE Limited 7, Lyons Range, Dalhousie, Murgighata, BB D Bagh, Kolka ta-700001 To Date: 05th September, 2020 33, BRABOURNE ROAD, 5TH FLOOR, KOLKATA-700 001 TEL. (033) 2242-5812, (033) 40681129 E-mail : rfsl.nbfc@gmail.com Website: W'J.llAf,Ff&l.i,. l.\lWW· ~\.CJ). \n RICHFIELD FINANCIAL SERVICES LTD. CIN No. L65999WB1992PLC055224
Transcript
Encl: As above
Rajesh Kumar Kankaria Director DIN: 00097236
1vnr1cL
Yours faithfully,
For Richfield Financial Services Limited
This is for the information of the Exchange and the Members.
The Annual Report for the FY 2019-20 is also available on the Company's website at www.rfsl.co.in.
In pursuant to Regulation 30 and Regulation 34 of the SEBI (Listing Obligations and disclosure Requirements) regulations, 2015, we submit herewith the Annual Report of the Company for the Financial Year 2019-20 along with Notice convening the 28th Annual General Meeting scheduled to be held on Monday, September 28, 2020 at 3:00 pm through Video Conferencing (VC) / Other Audio Visual Means (OA VM).
Dear Sir / Madam,
Sub.: Reg. 34 - Submission of Annual Report for the Financial Year 2019-20 and Notice convening the 28th Annual General Meeting.
NOTICE IS HEREBY GIVEN THAT THE TWENTY EIGHTH ANNUAL GENERAL MEETING (AGM) OF THE MEMBERS OF RICHFIELD FINANCIAL SERVICES LIMITED WILL BE HELD ON MONDAY, SEPTEMBER28TH, 2020 AT 03:00 P.M. IST THROUGH VIDEO CONFERENCING (“VC”)/ OTHER AUDIOVISUAL MEANS (“OAVM”), TO TRANSACT THE FOLLOWING BUSINESS:
ORDINARY BUSINESS Item No. 1- To consider and adopt the audited financial statement of the Company for the financial year ended March 31, 2020 and the reports of the Board of Directors and Auditors thereon and in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolutions as Ordinary Resolutions: “RESOLVED THAT the Audited Financial Statement of the Company for the financial year ended March 31, 2020 and the reports of the Board of Directors and Auditors thereon, as circulated to the members, be and are hereby considered and adopted.” Item No.2 – To appoint Mr. Jai Narayan Gupta, who retires by rotation as a Director and in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Jai Narayan Gupta (DIN: 00570313), who retires by rotation at this meeting be and is hereby appointed as a Director of the Company.” SPECIAL BUSINESS ITEM No. 3- To regularize the appointment of Mr. Rishabh Kankaria as a Managing Director on the Board of the Company. To consider and, if thought fit, to pass with or without modification(s), the following resolution as ordinary Resolution: “RESOLVED THAT pursuant to section 196, 197 and any other applicable provisions of the Companies Act, 2013 and the rules framed thereunder (including any statutory modifications or re-enactment thereof), read with Schedule V to the Companies Act, 2013 and Articles of Association of the Company, the consent of the Members be and is hereby accorded for the re-appointment of Mr. Rishabh Kankaria (DIN : 05325575), as the Managing Director of the Company for a tenure of 5 (five) years, upon such terms and conditions and remuneration as recommended by Nomination and Remuneration Committee of the Board and as set out in the explanatory statement annexed to the notice convening this meeting (including remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the period of 5 years from the date of his appointment w.e.f. 26th November, 2018), with liberty to the Board of Directors of the Company (hereinafter referred to as “the Board” (which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) to alter and vary terms and conditions of the said appointment in such manner as may be agreed to between the Board and Mr. Rishabh Kankaria.” RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”
Members holding shares in dematerialized mode are requested to register / update their email addresses with
the relevant Depository Participant.
PROCEDURE FOR JOINING THE AGM THROUGH VC / OAVM:
8. The Company will provide VC / OAVM facility to its Members for participating at the AGM.
a) Members will be able to attend the AGM through VC / OAVM or view the live webcast by clicking on the link
https://us02web.zoom.us/j/5995088084 or using the Meeting ID 599 508 8084 and Password CKCASC.
Members are requested to follow the procedure given below:
i. Launch internet browser (chrome/firefox/safari) by typing the URL:https://www.zoom.us or open the
PlayStore and download Zoom app
ii. Select Join Meeting
iii. Enter the Meeting ID and Password.
iv. After logging in, the members can attend the AGM event of Richfield Financial Services Limited.
b) Members who would like to express their views or ask questions during the AGM may e-mail the same on
[email protected] or can type their questions in the chat box during the meeting. The Company reserves the
right to restrict the number of questions and number of speakers, depending upon availability of time as
appropriate for smooth conduct of the AGM.
RICHFIELD FINANCIAL SERVICES LIMITED
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c) Members will be allowed to attend the AGM through VC / OAVM on first come, first served basis.
d) Facility to join the meeting shall be opened thirty minutes before the scheduled time of the AGM and shall be
kept open throughout the proceedings of the AGM.
e) Members, who need assistance before or during the AGM, can contact the company on [email protected].
Kindly quote your name, DP ID-Client ID / Folio no. and E-voting Event Number in all your communications.
9. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be
entitled to vote at the AGM.
10. Members attending the AGM through VC / OAVM shall be reckoned for the purpose of quorum under Section 103 of
the Act.
11. Members of the Company under the category of Institutional Investors are encouraged to attend and vote at the
AGM.
PROCEDURE FOR REMOTE E-VOTING AND E-VOTING AT THE AGM:
12. Pursuant to the provisions of Section 108 and other applicable provisions, if any, of the Companies Act, 2013 read
with the Companies (Management and Administration) Rules, 2014, as amended, and Regulation 44 of SEBI
Listing Regulations, the Company is providing to its members facility to exercise their right to vote on resolutions
proposed to be passed at AGM by electronic means (“e-voting”). Members may cast their votes remotely, using an
electronic voting system on the dates mentioned herein below (“remote e-voting’’). Further, the facility for voting
through electronic voting system will also be made available at the Meeting (“Insta Poll”) and members attending
the Meeting who have not cast their vote(s) by remote e-voting will be able to vote at the Meeting through Insta
Poll. The Company has engaged the services of Central Depository Services Limited (CDSL) as the agency to
provide e-voting facility. The manner of voting remotely by members holding shares in dematerialized mode,
physical mode and for members who have not registered their email addresses is provided in the instructions
given below.
The remote e-voting facility will be available during the following voting period: Commencement of remote e-
voting: 9:00 a.m. on Friday, September25, 2020 End of remote e-voting: 5:00 p.m. on Sunday, September27, 2020
The remote e-voting will not be allowed beyond the aforesaid date and time and the remote e-voting module shall
be forthwith disabled by CDSL upon expiry of the aforesaid period. Voting rights of a member / beneficial owner (in
case of electronic shareholding) shall be in proportion to his share in the paid-up equity share capital of the
Company as on the cut-off date, i.e., Monday, September 21, 2020. The Board of Directors of the Company has
appointed CA Shreyansh Kothari, a Practicing Chartered Accountant as Scrutinizer to scrutinize the remote e-
voting and Insta Poll process in a fair and transparent manner and he had communicated his willingness to be
appointed and will be available for the said purpose.
Information and instructions relating to e-voting are as under:
I. The members who have cast their vote(s) by remote e-voting may also attend the Meeting but shall not be
entitled to cast their vote(s) again at the Meeting. Once the vote on a resolution is cast by a member, whether
partially or otherwise, the member shall not be allowed to change it subsequently or cast the vote again.
II. A member can opt for only single mode of voting per EVSN, i.e., through remote e-voting or voting at the
Meeting (Insta Poll). If a member casts vote(s) by both modes, then voting done through remote e-voting shall
prevail and vote(s) cast at the Meeting shall be treated as “INVALID”.
III. A person, whose name is recorded in the register of members or in the register of beneficial owners
maintained by the depositories as on the cut-off date, i.e., Monday, September 21, 2020 only shall be entitled to
avail the facility of remote e-voting or for participation at the AGM and voting through Insta Poll. A person who
is not a member as on the cut-off date, i.e., Monday, September 21, 2020 should treat the Notice for information
purpose only.
IV. Any person who becomes a member of the Company after dispatch of the Notice of the Meeting and holding
shares as on the cut-off date send the written / email communication to the Company at [email protected]
by mentioning their Folio No. / DP ID and Client ID to obtain the Login-ID and Password for e-voting.
RICHFIELD FINANCIAL SERVICES LIMITED
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V. Information and instructions for remote e-voting:
(i) The remote e-voting period commences on 25th September, 2020 (09.00 am) and ends on 27th September,
2020 (5:00 pm). During this period members’ of the Company, holding shares either in physical form or in
dematerialized form, as on the cut-off date of 21st September, 2020, may cast their vote by remote e-
voting. The remote e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a
resolution is cast by the member, the member shall not be allowed to change it subsequently.
(ii) The shareholders should log on to the e-voting website www.evotingindia.comduring the voting period.
(iii) Click on “Shareholders” tab.
(iv) Now Enter your User ID
a) For CDSL: 16 digits beneficiary ID,
b) For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c) Members holding shares in Physical Form should enter Folio Number registered with the Company,
excluding the special characters.
(v) Next enter the Image Verification as displayed and Click on Login.
(vi) If you are holding shares in demat form and had logged on to www.evotingindia.comand voted on an
earlier voting of any company, then your existing password is to be used.
(vii) If you are a first time user follow the steps given below:
For Members holding shares in Demat Form and Physical Form
PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field. In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN Field.
DOB Enter the Date of Birth as recorded in your demat account with the depository or in the company records for your folio in dd/mm/yyyy format
Bank Account Number (DBD)
Enter the Bank Account Number as recorded in your demat account with the depository or in the company records for your folio. Please Enter the DOB or Bank Account Number in order to Login. If both the details are not recorded with the depository or company then please enter the member-id / folio number in the Bank Account Number details field as mentioned in above instruction (iv).
(viii) After entering these details appropriately, click on “SUBMIT” tab.
(ix) Members holding shares in physical form will then directly reach the Company selection
screen. However, members holding shares in demat form will now reach ‘Password Creation’
menu wherein they are required to mandatorily enter their login password in the new password
field. Kindly note that this password is to be also used by the demat holders for voting for
resolutions of any other company on which they are eligible to vote, provided that company opts
for e-voting through CDSL platform. It is strongly recommended not to share your password
with any other person and take utmost care to keep your password confidential.
(x) For Members holding shares in physical form, the details can be used only for e-voting on the
resolutions contained in this Notice.
(xi) Click on the EVSN for the relevant Company Name i.e. Richfield Financial Services Limited on
which you choose to vote.
(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option
“YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you
assent to the Resolution and option NO implies that you dissent to the Resolution.
(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box
will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click
on “CANCEL” and accordingly modify your vote.
(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
RICHFIELD FINANCIAL SERVICES LIMITED
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(xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on
the Voting page.
(xvii) If Demat account holder has forgotten the same password then enter the User ID and the image
verification code and click on Forgot Password & enter the details as prompted by the system.
(xviii) Note for Institutional Shareholders & Custodians :
Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are
required to log on to https://www.evotingindia.com and register themselves as corporate.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be
DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED 31ST DAY OF MARCH, 2020
Dear Shareholders,
Your Directors take pleasure in presenting this 28th Annual Report along with Audited Financial Statement for the
financial year ended 31st March, 2020.
1. FINANCIAL RESULTS: The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.
The financial highlights of your Company for the Financial Year ended March 31, 2020 are summarized as follows:
(Amount in lakhs, except per share data)
Particulars For the Year ended
31.03.2020 For the Year ended
31.03.2019
Net Sales /Income from Business Operations 35.78 45.15
Other Income 00.32 00.25
Total Income 36.10 45.40
Total Expenditure excluding Depreciation and Tax 64.00 21.74
Profit before Depreciation and Tax (27.90) 23.66
(-)Depreciation 00.01 0.03
Profit before Tax (27.91) 23.63
(-)Provision for Taxation & Deferred Tax 0.63 4.55
Net Profit after Tax (28.54) 19.08
Other Comprehensive Income (147.09) 98.88
Total Comprehensive Income for the period (175.62) 117.96
Earnings per share (Basic)/ (Diluted) (0.76) 0.51
During the financial year 31st March, 2020, your company has incurred a loss of `17,562,425/-, during the current financial year however your company had earn `11,796,381/- during the previous financial year. 2. 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.
3. 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-I”.
4. DIVIDEND:
In view of strengthening the financial position of the Company and to enhance the reserve base of the Company your
directors are not recommending any dividend during the financial year.
RICHFIELD FINANCIAL SERVICES LIMITED
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5. 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 125 of the
Companies Act, 2013 is not applicable to the Company.
6. ISSUES/ALLOTMENT OF SHARE CAPITAL:
During the financial year the Company has not allotted any equity shares.
7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Associate and Joint venture Company.
8. 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.
9. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE 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.
10. TRANSFER TO RESERVES:
As per the statutory requirement for NBFC Companies, The Company has transferred a sum equal to atleast 20% of the
profit earned during the financial year to RBI Reserve Fund. However your company has incurred a loss of `
17,562,425/-, during the current financial year therefore no need to transfer any amount to RBI Reserve Fund.
11. CORPORATE GOVERNANCE:
Your Company follows the principles of the effective corporate governance practices. As per the SEBI (Listing
Obligation & Disclosure Requirements) Regulations, 2015, compliance with the provision of Regulation 15 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. 25 Crore. Hence, the Company is not required to address Reports on Corporate Governance, Certificate/s
or any compliance pertaining thereto.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
Your Company is a Non-Banking Financial Company, and has complied with the provision of section 186 of the
Companies Act, 2013 to the extent applicable.
13. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF
THEIR DUTIES:
Your Company’s Board, at present comprises of following Six (6) Directors:
SN Name Category
1 Mrs. Rajni Kankaria Non-Executive Woman Director
2 Mr. Rajesh Kumar Kankaria Non-Executive Promoter Director
3 Mr. Jai Narayan Gupta Non-Executive Promoter Director
4 Mr. Subodh Kumar Agrawal Independent Director
5 Mr. Sikhar Chand Choradia Independent Director
6 Mr. Rishabh Kankaria Managing Director
RICHFIELD FINANCIAL SERVICES LIMITED
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Mrs. Rajni Kankaria (DIN- 00570313), who was appointed as an additional director of the company in the Board Meeting
held on 26th November, 2018. She had been appointed as a Non-Executive Women Director in the Annual General
Meeting held for the Financial Year 2018-19.
Brief note on Directors seeking appointment / re-appointment / resignation at the ensuing AGM:
Mr. Jai Narayan Gupta (DIN- 00570313), who retires by rotation and being eligible, offers himself for re-appointment in
the board of directors of the company.
14. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the year under review Four (4) meetings were held on the following dates:
30th May, 2019, 07th August, 2019, 14th November, 2019 and 7th February, 2020.
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
30/05/2019 07/08/2019 14/11/2019 07/02/2020
Mr. Rajesh Kumar Kankaria
Mr. Jai Narayan Gupta
Mr. Subodh Kumar Agrawal
Mr. Sikhar Chand Choradia
Mrs. Rajni Kankaria
Mr. Rishabh Kankaria
Mr. S. C. Choradia was the Chairman of all the above Board Meetings.
15. 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 evaluations of the
Independent Directors were 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.
16. COMMITTEES OF THE BOARD:
As per the provisions of Companies Act, 2013, the Company has the following four committee’s viz., Audit Committee,
Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee.
1. 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. Rajesh Kumar Kankaria
and Subodh Kumar Agrawal as co-members.
RICHFIELD FINANCIAL SERVICES LIMITED
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During the year, the sub-committee met on four occasions with full attendance of all the members’ viz. 30th May, 2019,
07th August, 2019, 14th November 2019, and 7th February, 2020
The composition of the Audit Committee as at March 31, 2020 is hereunder:
SN Name of the members Category Designation
1 Mr. Rajesh Kumar Kankaria Non-Executive Director Member
2 Mr.Sikhar Chand Choradia Independent Director Chairman
3 Mr.Subodh Kumar Agrawal Independent Director Member
Name of the members Attendance at the Audit Committee Meetings held on
30/05/2019 07/08/2019 14/11/2019 07/02/2020
Mr. Rajesh Kumar Kankaria
Mr.Sikhar Chand Choradia
Mr.Subodh Kumar Agrawal
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 Independent Directors.
The composition of the Nomination & Remuneration Committee as at March 31, 2020 and details of the Members
participation at the Meetings of the Committee during the financial year 2019-20 are as under:
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 Mr. Sikhar Chand Choradia, Independent 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 certificate /
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.
Name of Director Category
Attendance at the Nomination & Remuneration
Committee Meetings held on
30.05.2019 14.11.2019
Mr. S C Choradia (Chairman) Independent Director
Mr. Subodh Kumar Agrawal(Member) Independent Director
Mr. R K Kankaria (Member) Non-Executive Director
RICHFIELD FINANCIAL SERVICES LIMITED
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The composition of Stakeholders’ Relationship Committee as at March 31, 2020 and details of the Members participation at the Meetings of the Committee during the financial year 2019-20 are as under:
Details of Complaints received during the Year 2019-20
Nature of Complaints / Queries No of Complaints / Queries received No of Complaints not solved to the
satisfaction of Shareholder
Transfer of Shares Nil Nil
Non-receipt of Annual Report Nil Nil
Pending Share Transfers Nil Nil
The company confirms that there were no share transfers lying pending as on 31.03.2020, and all request for
dematerialization and re-materialization of shares as on that date were confirmed into the NSDL /CDSL system. For
any query contact the Company Secretary of the Company.
Name, Designation & Address of the Compliance Officer
The Board of Directors of the Company has constituted a “Risk Management Committee” consisting of three members,
all the members of the Committee are Non-Executive Directors.
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 evaluates 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 31st March, 2020 and details of the Members participation at
the Meetings of the Committee during the financial year 2019-20 are as under:
Name of the Member Category Attendance at the Risk Management Committee meeting held on
Mr. S C Choradia (Chairman) Independent Director, Chairman
30.05.2019
Mr.Subodh Kumar Agrawal(Member)
Independent Director 30.05.2019
Mr. J N Gupta (Member) Non-Executive Director 30.05.2019
Name of Director Category
Attendance at the Stakeholders’ Relationship Committee Meetings held on
30.05.2019 07.08.2019 14.11.2019 07.02.2020
Mr. S C Choradia (Chairman) Independent Director
Mr.Subodh Kumar Agrawal(Member)
Independent Director
Mr. J N Gupta (Member) Non-Executive Promoter Director
RICHFIELD FINANCIAL SERVICES LIMITED
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17. 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.
18. 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.
19. 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.
Your Company has appointed Mrs.Shradha Jhawar, Employee of the Company as an Internal Auditor of the Company
to conduct quarterly auditing of the Company and further for identifying the areas of the risk, its nature, its severity,
occurrence and other risk detecting and risk control mechanism.
Therefore, the Company has proper mechanism and management policies for the business & financial risk
associated with it that can threaten the very existence of the Company.
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company is abiding by the provisions referred to in sub-section (1) 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 2019-20, there is no material 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.
However, details of related party transactions had been stated in Form AOC-2, forming part of this Report as
“Annexure-III”.
21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE:
During the year under review, 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.
22. 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 frauds and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
RICHFIELD FINANCIAL SERVICES LIMITED
17
(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.
23. STATUTORY AUDITORS:
M/s. H. R. Agarwal & Associates, Chartered Accountants, (Firm Registration No. 323029E), having their office at 219C
Old China Bazar Street, 1st Floor, Room No. B-6, Kolkata-700001 are continued to hold the office of the Auditors of the
Company for the remaining periods. The company has received a certificate from the above auditors to the effect that if
their appointment has been confirmed, it would be in accordance with the provisions of the Companies Act, 2013.
24. SECRETERIAL 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 re-appointed Ms. Richa Shukla, Practicing Company
Secretary, (C.P. No. 15080) to undertake the Secretarial Audit of the Company. The Secretarial Audit report in Form
MR-3 is annexed herewith as “Annexure-II” and forms an integral part of this Report.
25. 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.
As per the qualification provided by the Secretarial Auditor in their Report with reference to the appointment of
Managing Director of the Company, the Board would like to comment that the Company has proposed for the said
regularization in the ensuing Annual General Meeting of the Company.
26. 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.
27. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Companies (Corporate Social Responsibility Policy) Rule, 2014 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.
28. ENVIORNMENT 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, 2013. Your
Company has not received any such complaints during the year under review.
RICHFIELD FINANCIAL SERVICES LIMITED
18
29. 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.
30. STATUTORY INFORMATION:
30.1 PARTICULARS OF EMPLOYEE
Pursuant section 197(12) of the Companies Act, 2013 and Rule 5(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.
30.2 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 Mr. Rishabh Kankaria (Managing Director) is Rs.30,000/- p.m
Remuneration paid to the Median Employee -Rs. 25,000/- p.m.
The ratio between them is 1:0.83
There is no such employee in the Company Drawing Remuneration which in the aggregate exceeds Rs. 1,02,00,000/-
employed throughout the financial year or Rs. 8,50,000/- or more per month employed during the part of the financial
year, 2019-20. The Company has 6 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.
31. 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.
32. PUBLIC DEPOSIT
The Company does not have any deposit within the meaning of Section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014.
33. PRESERVATION OF DOCUMENTS
All the documents as required under the Act, has been properly kept at the registered office of the Company.
34. LISTING WITH STOCK EXCHANGE
The Company confirms that it has not defaulted in paying the Annual Listing Fees for the financial year 2019-20 to the
Bombay Stock Exchange Limited (BSE) and the Calcutta Stock Exchange Limited (CSE), where the shares of the
Company are listed.
RICHFIELD FINANCIAL SERVICES LIMITED
19
35. 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: For and on Behalf of the Board of Directors
REGISTERED OFFICE M/s Richfield Financial Services Limited
C) Change in Promoters’ Shareholding (please specify, if there is no change)
Sl No.
Name
Shareholding at the beginning of the year
Cumulative Shareholding during the year
No. of shares % of total shares of the company
No. of shares % of total shares of the company
1 BRAIN BUSINESS PVT LTD
a) At the Beginning of the Year 439400 11.72 439400 11.72
b) Changes during the year [NO CHANGES DURING THE YEAR]
c) At the End of the Year 439400 11.72 439400 11.72
2 DAMYANTI KANKARIA
a) At the Beginning of the Year 31500 00.84 31500 00.84
b) Changes during the year
10/01/2020 Transfer -31500 -00.84 0 0
c) At the End of the Year 0 0 0 0
3 DHARAM CHAND KANKARIA
a) At the Beginning of the Year 4100 00.11 4100 00.11
b) Changes during the year [NO CHANGES DURING THE YEAR]
c) At the End of the Year 4100 00.11 4100 00.11
4 DINKAR COMMERCIALS PRIVATE LIMITED
a) At the Beginning of the Year 362900 09.68 362900 09.68
b) Changes during the year [NO CHANGES DURING THE YEAR]
c) At the End of the Year 362900 09.68 362900 09.68
5 EKTAA TRADEFIN PVT. LTD.
a) At the Beginning of the Year 110000 02.93 110000 02.93
b) Changes during the year [NO CHANGES DURING THE YEAR]
c) At the End of the Year 110000 02.93 110000 02.93
6 MAHAVIR CHAND KANKARIA
a) At the Beginning of the Year 2500 00.06 2500 00.06
b) Changes during the year
13/09/2019 Transfer -2500 -00.06 0 0
c) At the End of the Year 0 0 0 0
7 NARESH KUMAR KANKARIA
a) At the Beginning of the Year 28900 00.77 28900 00.77
b) Changes during the year 10/01/2020 Transfer -28900 -00.77 0 0
c) At the End of the Year 0 0 0 0
8 RAJESH KUMAR KANKARIA
a) At the Beginning of the Year 14300 00.38 14300 00.38
b) Changes during the year
10/01/2020 Transfer +28900 +00.77 43200 01.15
c) At the End of the Year 43200 01.15 43200 01.15
9 RAJESH KUMAR KANKARIA (HUF)
a) At the Beginning of the Year 12200 00.33 12200 00.33
b) Changes during the year [NO CHANGES DURING THE YEAR]
c) At the End of the Year 12200 00.33 12200 00.33
RICHFIELD FINANCIAL SERVICES LIMITED
24
10 RAJNI KANKARIA
a) At the Beginning of the Year 3500 00.09 3500 00.09
b) Changes during the year 10/01/2020 Transfer +71500 +01.91 75000 02.00
c) At the End of the Year 75000 02.00 75000 02.00
11 RASILA DEVI KANKARIA
a) At the Beginning of the Year 3000 00.08 3000 00.08
b) Changes during the year
13/09/2019 Transfer +2500 +00.07 5500 00.15
10/01/2020 Transfer +27000 +00.72 32500 00.87
c) At the End of the Year 32500 00.87 32500 00.87
12 RISHABH KANKARIA
a) At the Beginning of the Year 6494 00.17 6494 00.17
b) Changes during the year [NO CHANGES DURING THE YEAR]
c) At the End of the Year 6494 00.17 6494 00.17
13 RUBY NAHAR
a) At the Beginning of the Year 4900 00.13 4900 00.13
b) Changes during the year [NO CHANGES DURING THE YEAR]
c) At the End of the Year 4900 00.13 4900 00.13
14 SHOBHA DEVI KANKARIA
a) At the Beginning of the Year 2800 00.08 2800 00.08
b) Changes during the year [NO CHANGES DURING THE YEAR]
c) At the End of the Year 2800 00.08 2800 00.08
15 SUPERDEAL RESOURCES PVT. LTD.
a) At the Beginning of the Year 113300 03.02 113300 03.02
b) Changes during the year [NO CHANGES DURING THE YEAR]
c) At the End of the Year 113300 03.02 113300 03.02
16 SURESH KUMAR KANKARIA a) At the Beginning of the Year 40000 01.06 40000 01.06 b) Changes during the Year 10/01/2020 Transfer -40000 -01.06 0 0 c) At the End of the Year 0 0 0 0
17 SUSHMA KANKARIA a) At the Beginning of the Year 27000 00.72 27000 00.72 b} Changes during the Year 10/01/2020 Transfer -27000 -00.72 0 0 c} At the End of the Year 0 0 0 0
D) Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):
SN For Each of the Top 10 Shareholders
Shareholding at the beginning of the year
Cumulative Shareholding during the year
No. of shares
% of total shares of the
company
No. of shares
% of total shares of the
company
1 AGARWALLAUDYOG PVT. LTD.
Opening Balance 186875 4.98 186875 4.98
Increase or Decrease in shareholding during the year
06/03/2020 Transfer -186875 -4.98 0 0.00
Closing Balance 0 0.00 0 0.00
RICHFIELD FINANCIAL SERVICES LIMITED
25
2 AMARENDRA FINANCIAL PRIVATE LIMITED
Opening Balance 185000 4.93 185000 4.93
Increase or Decrease in shareholding during the year
28/06/2019 Transfer -185000 -4.93 0 0.00
Closing Balance 0 0.00 0 0.00
3 AMIT SINGH
Opening Balance 361976 9.65 361976 9.65
Increase or Decrease in shareholding during the year [NO CHANGES DURING THE YEAR]
Closing Balance 361976 9.65 361976 9.65
4 BRILLIANT CREDIT AND FINANCE PRIVATE LIMITED
Opening Balance 0 0.00 0 0.00
Increase or Decrease in shareholding during the year
29/11/2019 Transfer 35670 0.95 35670 0.95
27/12/2019 Transfer 184675 4.93 220345 5.88
Closing Balance 220345 5.88 220345 5.88
5 FRIGID TRADECOM PRIVATE LIMITED
Opening Balance 184675 4.92 184675 4.92
Increase or Decrease in shareholding during the year
27/12/2019 Transfer -184675 -4.92 0 0.00
Closing Balance 0 0.00 0 0.00
6 GAJMUKTA MERCHANTS PVT. LTD
Opening Balance 101350 2.70 101350 2.70
Increase or Decrease in shareholding during the year [NO CHANGES DURING THE YEAR]
Closing Balance 101350 2.70 101350 2.70
7 GANDHARI COMMERCIAL PVT. LTD
Opening Balance 89700 2.39 89700 2.39
Increase or Decrease in shareholding during the year [NO CHANGES DURING THE YEAR]
Closing Balance 89700 2.39 89700 2.39
8 INCAB COMMODEAL PVT LTD
Opening Balance 84099 2.24 84099 2.24
Increase or Decrease in shareholding during the year [NO CHANGES DURING THE YEAR]
Closing Balance 84099 2.24 84099 2.24
9 INTELLIGENT MONEY MANAGERS PVT LTD
Opening Balance 10000 0.27 10000 0.27
Increase or Decrease in shareholding during the year
31/05/2019 Transfer 800 0.02 10800 0.29
21/06/2019 Transfer 50000 1.33 60800 1.62
28/06/2019 Transfer 185000 4.93 245800 6.55
Closing Balance 245800 6.55 245800 6.55
10 KANAD EXIM LTD.
Opening Balance 110000 2.93 110000 2.93
Increase or Decrease in shareholding during the year [NO CHANGES DURING THE YEAR]
Closing Balance 110000 2.93 110000 2.93
11 NAVKETAN MERCHANTS LIMITED
Opening Balance 159150 4.24 159150 4.24
Increase or Decrease in shareholding during the year [NO CHANGES DURING THE YEAR]
Closing Balance 159150 4.24 159150 4.24
12 OPTIMIX SECURITIES PVT LTD
Opening Balance 0 0.00 0 0.00
Increase or Decrease in shareholding during the year
06/03/2020 Transfer 186875 4.98 186875 4.98
Closing Balance 186875 4.98 186875 4.98
13 ZAWAR SALES LIMITED
Opening Balance 187000 4.99 187000 4.99
Increase or Decrease in shareholding during the year [NO CHANGES DURING THE YEAR]
Closing Balance 187000 4.99 187000 4.99
RICHFIELD FINANCIAL SERVICES LIMITED
26
E) Shareholding of Directors and Key Managerial Personnel:
V. INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.
The Company has no loans (secured & unsecured) and deposit Outstanding during the beginning or at the end of the Financial year.
Particulars Secured Loans
excluding deposits Unsecured
Loans Deposits
Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 4/- - - 4/-
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 4/- - - 4/-
Change in Indebtedness during the financial year
Addition 2/- - - 2/-
Reduction - - - -
Net Change 2/- - - 2/-
Indebtedness at the end of the financial year
i) Principal Amount 6/- - - 6/-
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 6/- - - 6/-
SN Shareholding of each Directors and each Key
Managerial Personnel
Shareholding at the beginning of the year
Cumulative Shareholding during
the year
No. of shares
% of total shares of
the company
No. of shares
% of total shares of
the company
1. RAJESH KUMAR KANKARIA
a) At the Beginning of the Year 14300 00.38 14300 00.38
b) Changes during the year
10/01/2020 Transfer +28900 +00.77 43200 01.15
c)At the End of the Year 43200 01.15 43200 01.15
2. RAJNI KANKARIA
a) At the Beginning of the Year 3500 00.09 3500 00.09
b) Changes during the year
10/01/2020 Transfer +71500 +01.91 75000 02.00
c)At the End of the Year 75000 02.00 75000 02.00
3. JAI NARAYAN GUPTA
a) At the Beginning of the Year 20000 00.53 20000 00.53
b) Changes during the year [NO CHANGES DURING THE YEAR]
c)At the End of the Year 20000 00.53 20000 00.53
4. SIKHAR CHAND CHORADIA
a) At the Beginning of the Year 300 00.01 300 00.01
b) Changes during the year [NO CHANGES DURING THE YEAR]
c)At the End of the Year 300 00.01 300 00.01
5. RISHABH KANKARIA
a) At the Beginning of the Year 6494 00.17 6494 00.17
b) Changes during the year [NO CHANGES DURING THE YEAR]
c)At the End of the Year 6494 00.17 6494 00.17
RICHFIELD FINANCIAL SERVICES LIMITED
27
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
SN. Particulars of Remuneration
Name of MD, WTD and/or Manager Total
Amount Managing Director (Rishabh Kankaria)
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
3,60,000 3,60,000
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - -
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961
- -
2 Stock Option - -
3 Sweat Equity - -
4 Commission - as % of profit - others, specify
- -
5 Others, please specify - -
Total (A) 3,60,000 3,60,000
*Ceiling as per the Act 84,00,000
*As per Schedule V of Companies Act, 2013, since the company does not have adequate profits and the effective capital of
the company falls between 5 crores and 100 crores and henceforth the calculated effective capital is Rs.7,14,99,527.
Please note the Limit for yearly Managerial Remuneration is Rs.84 Lakhs.
B. Remuneration to other directors
Please note that only sitting fees has been paid during the year, so overall Ceiling limit of Sitting Fees has been provided
as per the Act, per Director per Board Meeting only.
SN. Particulars of Remuneration Name of Directors
Total Amount 1 Independent Directors Sikhar Chand Choradia
Subodh Kumar Agrawal
Rajesh Kumar Kankaria
Fee for attending board committee meetings
8,000 8,000 8,000 24,000
Commission Nil Nil Nil Nil
Others, please specify Nil Nil Nil Nil
Total (1) 8,000 8,000 8,000 24,000
2
Other Non-Executive Directors Jai Narayan Gupta Rajni Kankaria
Fee for attending board committee meetings 8,000 8,000 16,000
Commission Nil Nil Nil
Others, please specify Nil Nil Nil
Total (2) 16,000
Total (B)=(1+2) 40,000
Total Managerial Remuneration 4,00,000
Overall Ceiling as per the Act for Directors Sitting Fees
1,00,000
RICHFIELD FINANCIAL SERVICES LIMITED
28
C. Remuneration to Key Managerial Personnel other Than MD/MANAGER/WTD
SN Particulars of Remuneration Key Managerial Personnel
CS CFO Total
1 Gross salary Mr. Soumitro Ghosh Mr. Siddharth Banthia
(a) Salary as per provisions contained in
section 17(1) of the Income-tax Act, 1961 3,00,000 4,20,000 7,20,000
(b) Value of perquisites u/s 17(2) Income-tax
Act, 1961 - - -
(c) Profits in lieu of salary under section
17(3) Income-tax Act, 1961 - - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
- as % of profit - - --
others, specify… - - -
5 Others, please specify - - -
Total 3,00,000 4,20,000 7,20,000
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: There were no instances of any penalties/ punishment/ compounding of offences for the year ended 31st March, 2020.
Address for Correspondence: For and on Behalf of the Board of Directors
FORM MR-3 [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]
For the Financial Year ended 31st March, 2020
To, The Members, M/s Richfield Financial Services Limited 33, Brabourne Road, 5th Floor Kolkata – 700001
I have conducted the secretarial audit of compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. Richfield Financial Services Limited (hereinafter called "The Company") for the financial year ended 31st March, 2020. Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon. Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended 31st March, 2020, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, and in the manner reported hereinafter : I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31stMarch, 2020 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the Rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made hereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made hereunder to the extent
of Foreign Direct Investment, Overseas Direct Investment; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India
Act, 1992 (‘SEBI Act’) to the extent applicable to the Company:-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and dealing with client; (d) The Securities and Exchange Board of India (Listing Obligation & Disclosure Requirements)
Regulations 2015;
(vi) Other Laws applicable specifically to the Company namely: (a) Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms
(Reserve Bank) Directions, 2007 and Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015 and other relevant guidelines and circulars issued by the Reserve Bank of India from time to time and to the extent of capital adequacy norms and periodic reporting’s done by the Company.
I have also examined compliance with the applicable clauses of the Secretarial Standards issued by The Institute of Company Secretaries of India I report that, during the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Standard and Guidelines etc. mentioned above.
RICHFIELD FINANCIAL SERVICES LIMITED
30
I further report that, there were no events/actions in pursuance of: (a) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009. (b) The Securities and Exchange Board of India (Issue & Listing of Debt Securities) Regulations, 2008; (c) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (d) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 and requiring
compliance thereof by the Company during the audit period. I further report that, that the compliance by the Company of applicable financial laws like direct & indirect tax laws and maintenance of financial records and books of accounts has not been reviewed in this audit since the same has been subject to review by statutory financial audit and other designated professionals.
I further report that: (i) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors,
Non-Executive Directors and Independent Directors, except for the appointment of the Managing Director of the Company;
(ii) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on
agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting;
(iii) All decisions of the Board and Committee meetings were carried with requisite majority;
(iv) As per the minutes of the meeting duly recorded and signed by the Chairman the decisions of the Board were unanimous and no dissenting views have been recorded.
I further report that there are adequate systems and processes in the company commensurate with the size
and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations
and guidelines.
I further report that during the audit period, there were no other specific events/actions in pursuance of the
above referred laws, rules, regulations, guidelines etc. having a major bearing on the Company’s affairs.
Place: Pune
Date: 28.08.2020
(Richa Shukla)
Company Secretary M.No. 40547
C.P. No: 15080
UDIN: A040547B000628299
RICHFIELD FINANCIAL SERVICES LIMITED
31
The Secretarial Audit Report of Richfield Financial Services Limited for the financial year ended 31st March,
2020 must be read with this letter which forms an integral part of the said report.
To, The Members, Richfield Financial Services Limited CIN: L65999WB1992PLC055224 33, Brabourne Road, 5th Floor Kolkata – 700001
My Report for the financial year ended 31st March, 2020 of even date is to be read along with this letter so as
to note the followings:
1. Maintenance of secretarial records is the responsibility of the management of the Company. My
responsibility is to express an opinion on these secretarial records based on my audit.
2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance
about the correctness of the contents of the secretarial records. The verification was done on test basis to
ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I
followed provide a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial records and Books of Account of the
Company.
4. Wherever required, I have obtained the management representation about the compliance of laws, rules
and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards
are the responsibility of management. My examination was limited to the verification of procedures on test
basis.
6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the
efficacy or effectiveness with which the management has conducted the affairs of the Company.
7. Due to outbreak of Pandemic COVID 19, and the consequent lockdown prevailing all over country, I could
not personally visit the office of the Company and physically verify any of the records & registers of the
Company. However, I have extensively relied on the e-documents mailed to me by the officials of the
Company and public documents available on MCA portal.
[Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.]
Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties
referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under
third proviso thereto.
1. Details of contracts or arrangements or transactions not at Arm’s length basis.
There were no contracts or arrangements or transactions entered into during the year ended 31st March, 2020, which
were not at arm’s length price
2. Details of material contracts or arrangements or transactions at Arm’s length basis.
The Details of material contracts or arrangements or transactions at arm’s length basis for the year ended 31st March, 2020 are as follows:
Sr. No.
Name (s) of the related party &
relationship
Nature of transaction
Duration
Silent terms *Date of Approvals
Amount in advance
(in `)
1. Rajesh Kumar
Kankaria Rendering Rental
Services Ongoing
On arm’s length price and in Ordinary Course
of Business NA NIL
*Since the transactions are at Arm’s length and in the Ordinary course of business, Company is not required to pass even Board Resolution.
Place: Kolkata Date:31.08.2020
For and on Behalf of the Board of Directors
M/s Richfield Finance Services Limited
Rajesh Kumar Kankaria Director
DIN: 00097236
Rishabh Kankaria Managing Director
DIN: 05325575
Soumitra Ghosh Company Secretary
Siddharth Banthia Chief Financial Officer
RICHFIELD FINANCIAL SERVICES LIMITED
33
INDEPENDENT AUDITOR’S REPORT
To the Members of M/s. Richfield Financial Services Limited Report on the Audit of Standalone Financial Statements Opinion We have audited the accompanying standalone Ind AS financial statements of M/s RICHFIELD FINANCIAL SERVICES LIMITED (“the Company”) which comprises the Balance Sheet as at March 31, 2020, the Statement of Profit and Loss, including the Statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and Notes to the Ind AS Financial Statements, including a summary of significant accounting policies and other explanatory information. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2020, its profit/loss including other comprehensive income, its cash flows and the changes in equity for the year ended on that date. Basis for Opinion We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Ind AS Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the Ind AS financial statements. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Ind AS Financial Statements of the current period. These matters were addressed in the context of our audit of the Ind AS Standalone Financial statements as a whole, and informing our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report:
SN Key Audit Matter Auditor’s Response 1 Litigations – Contingencies
The Company has ongoing litigations with Income Tax authorities which could have a significant impact on the results, if the potential exposures were to materialize. The amounts involved are significant, and the application of accounting standards to determine the amount, if any, to be provided as a liability or disclosed as a contingent
Principal Audit Procedures Our audit approach was a combination of test of internal controls and substantive procedures including:
Assessing the appropriateness of the design and implementation of the Company’s controls over the assessment of litigations and
liability, is inherently subjective. Claims against the Company not acknowledged as debts are disclosed in the Financial Statements by the Company after a careful evaluation of the facts and legal aspects of the matters involved. The outcome of such litigation is uncertain, and the position taken by management involves significant judgment and estimation to determine the likelihood and/or timing of cash outflows and the interpretation of preliminary and pending court rulings.
completeness of disclosures. Supporting documentation are tested for the positions taken by the management.
Involving our direct and indirect tax specialists to assess relevant historical and recent judgements passed by the appropriate authorities in order to challenge the basis used for the accounting treatment and resulting disclosures.
Additionally, considering the effect of new information in respect of contingencies as at 1st April, 2019 to evaluate whether any change was required in the management’s position on these contingencies as at 31st March, 2020.
Information Other than the Standalone Financial Statements and Auditor’s Report Thereon The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Board’s Report including Annexures to Board’s Report but does not include the standalone financial statements and our auditor’s report thereon. Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard. Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the Ind AS financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the company’s financial reporting process.
RICHFIELD FINANCIAL SERVICES LIMITED
35
Auditor’s Responsibilities for the Audit of the Ind AS Financial Statements Our objectives are to obtain reasonable assurance about whether the Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Ind AS financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the Ind AS financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the Ind AS financial statements, including the disclosures, and whether the Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone Ind AS financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Ind AS financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone Ind AS financial statements for the financial year ended 31 March 2020 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication
RICHFIELD FINANCIAL SERVICES LIMITED
36
Report on Other Legal and Regulatory Requirements 1) As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure-A a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2) As required by Section 143(3) of the Act, we report that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c. The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
d. In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended and Rule 7 of the Companies (Accounts) Rules, 2014.
e. On the basis of the written representations received from the directors as on 31st March, 2020 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2020 from being appointed as a director in terms of Section 164 (2) of the Act.
f. With respect to the adequacy of the internal financial controls with reference to Ind AS financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure-B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the company’s internal financial controls over financial reporting.
g. With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended: In our opinion and to the best of our information and according to explanations given to us, the remuneration paid/provided by the company to its directors for the year ended 31st March, 2020 is in accordance with provisions of section 197 read with Schedule V to the Act.
h. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its Ind AS financial statements in accordance with generally accepted accounting practice Refer Note 26 to the standalone Ind AS financial statements.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
For H.R. Agarwal & Associates Chartered Accountants Firm Reg. No. 323029E HARI RAM AGARWAL, FCA Partner Membership No. 057625
219C, Old China Bazar St,
1st Floor, Room No. B -6
Kolkata – 700 001 Dated: 25.06.2020
UDIN: 20057625AAAABF6092
RICHFIELD FINANCIAL SERVICES LIMITED
37
Annexure - A to the Independent Auditors’ Report (Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
I. In respect of its fixed assets:
(a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The fixed assets of the Company are physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification. In our opinion the periodicity of the physical verification is reasonable having regard to the size of the Company and the nature of its assets.
(c) According to the information and explanations given to us, the Company does not have immovable
property. Thus, paragraph 3(i) (c) of the Order is not applicable to the Company. II. In respect of its Inventories: The Company does not hold any inventory within the meaning of inventories, as defined in Accounting
Standard -2. So in our opinion, Paragraph 3(ii) of the order is not applicable to the Company.
III. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnership or other parties covered in the Register maintained under Section 189 of the Act. So in our opinion the provisions of paragraph 3(iii) (a), 3(iii) (b) and 3(iii) (c) of the Order are not applicable.
IV. The Company is a Non-Banking Financial Company and it has complied with the provisions of section
185 & 186 of the Act, to the extent applicable to the Company. V. The Company has not accepted any deposits from the public. VI. The Central Government has not specified maintenance of cost records under section 148 (1) of the Act
for any of the services rendered by the Company. VII. In respect of statutory dues:
(a) According to the records of the Company, undisputed statutory dues including provident fund, employees’ state insurance, income-tax, goods and service tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues have been generally regularly deposited to the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as on last day of the financial year concerned for a period of more than six months from the date they became payable.
(b) Details of dues in respect of income-tax, goods and service tax, sales-tax, service tax or duty of customs or duty of excise or value added tax that have not been deposited as on 31st March 2020 on account of dispute are given below:
VIII. The Company has no dues payable to a financial institution, Bank, Government or to debenture-holders
during the year. Accordingly, the provision of paragraph 3(viii) of the Order is not applicable. IX. The Company has not raised any money by way of initial public offer or further public offer (including
debt instruments) and term loan during the year. Accordingly, the provision of paragraph 3(ix) of the Order is not applicable.
X. To the best of our knowledge and according to the information and explanations given to us, no fraud by
the Company or any material fraud on the Company by its officers or employees has been noticed or reported during the course of our audit.
XI. According to the information and explanations given to us and based on our examination of the records
of the Company, the Company has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V of the Act.
XII. In our opinion and according to the information and explanations given to us, the company is not a Nidhi
Company. Accordingly, paragraph 3(xii) of the Order is not applicable. XIII. According to the information and explanations given to us and based on our examination of the records
of the Company, transactions with the related parties are in compliance with the provision of section 177 & 188 of the Act, where applicable and details of such transactions have been disclosed in the notes to financial statements as required by the applicable accounting standards.
XIV. The company has not made any preferential allotment or private placement of shares or fully or partly
convertible debentures during the year under review. XV. The company has not entered into any non-cash transactions with its directors or persons connected
with him, so the provisions of section 192 of the Act is not required to be complied with. XVI. The company is Non-Banking Financial Company and is duly registered under section 45-IA of the
Reserve Bank of India Act, 1934. For H.R. Agarwal & Associates Chartered Accountants Firm Reg. No. 323029E HARI RAM AGARWAL, FCA Partner Membership No. 057625
219C, Old China Bazar St, Ist Floor, Room No. B -6 Kolkata – 700 001 Dated: 25.06.2020
UDIN: 20057625AAAABF6092
Name of the Statute
Nature of Dues
Amount under
dispute
Amount Paid
Period to which
Amount relates
Forum where the Dispute is pending
Income Tax Act
Income Tax
12,19,917/- (Refer
Note No.26)
2,47,600/- A. Y.2012-13
CIT (Appeals) – 2, Kolkata
RICHFIELD FINANCIAL SERVICES LIMITED
39
219-C, Old China Bazar Street 1st Floor, Room No.B-6
on the Ind AS Financial Statements of Richfield Financial Services Limited Report on the Internal Financial Controls under Clause (f) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
To the members of M/s. RICHFIELD FINANCIAL SERVICES LIMITED
We have audited the internal financial controls over financial reporting of M/s. RICHFIELD FINANCIAL SERVICES LIMITED (“the Company”) as of 31 March 2020 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting with reference to these standalone Ind AS financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors’ judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.
RICHFIELD FINANCIAL SERVICES LIMITED
40
Meaning of Internal Financial Controls Over Financial Reporting with reference to these standalone Ind AS financial statements
A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting with reference to these standalone Ind AS financial statements includes those policies and procedures that:
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the company's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting with reference to these standalone Ind AS financial statements Because of the inherent limitations of internal financial controls over financial reporting with reference to these standalone Ind AS financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting with reference to these standalone Ind AS financial statements to future periods are subject to the risk that the internal financial control over financial reporting with reference to these standalone Ind AS financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting with reference to these standalone Ind AS financial statements and such internal financial controls over financial reporting with reference to these standalone Ind AS financial statements were operating effectively as at 31 March 2020, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
(g) Other Financial assets (to be specified) 7 12,500 12,500 12,500
(2) Non-financial Assets
(a) Inventories
(b) Current tax assets (Net) 8 692,830 541,729 1,147,524
(c) Deferred tax Assets (Net) 9 - 3,105 4,393
(d) Investment Property
(e) Biological assets other than bearer plants
(f) Property, Plant and Equipment 10 44,355 45,827 51,176
(g) Capital work-in-progress
(h) Intangible assets under development
(i) Goodwill
(j) Other Intangible assets
(k) Other non -financial assets (to be specified) 11 247,600 210,000 -
Total Assets 74,687,927 92,052,275 80,258,080
LIABILITIES AND EQUITY
LIABILITIES
(1) Financial Liabilities
(a) Derivative financial instruments
(b) Payables
(I)Trade Payables
(i) total outstanding dues of micro enterprises and small enterprises
(ii) total outstanding dues of creditors other than micro enterprises and small enterprises
(II) Other Payables
(i) total outstanding dues of micro enterprises and small enterprises
(ii) total outstanding dues of creditors other than micro enterprises and small enterprises
(c) Debt Securities
(d) Borrowings (Other than Debt Securities) 12 6 4
(e) Deposits
(f) Subordinated Liabilities
(g) Other financial liabilities(to be specified)
(2) Non-Financial Liabilities
(a) Current tax liabilities (Net)
(b) Provisions 13(a) 213,818 63,795 42,383
(c) Deferred tax liabilities (Net) 9 119,304 - -
(d) Other non-financial liabilities(to be specified) 13(b) 103,771 25,000 27,190
EQUITY
(a) Equity Share capital 14 37,501,000 37,501,000 37,501,000
(b) Other Equity 15 36,750,028 54,462,476 42,687,507
Total Liabilities and Equity 74,687,927 92,052,275 80,258,080
Summary of significant accounting policies See accompanying notes forming part of the Financial Statements
1-31
As per our Report of even date. For H.R. Agarwal & Associates Chartered Accountants For and on Behalf of the Board of Directors Firm Reg. No. 323029E Richfield Financial Services Limited
HARI RAM AGARWAL, FCA Rishabh Kankaria R K Kankaria (Partner) Managing Director Director Membership No. 057625 DIN: 05325575 DIN: 00097236 219C, Old China Bazar St, 1st Floor, Room No. B -6 Siddharth Banthia Soumitra Ghosh Kolkata – 700 001 Chief financial Officer Company Secretary Dated: 25.06.2020 UDIN: 20057625AAAABF6092
(x) Depreciation, amortization and impairment 10 1,472 2,679
(xi) Others expenses 21 946,279 898,428
(IV) Total Expenses (IV) 6,401,067 2,177,178
(V) Profit / (loss) before exceptional items and tax (III - IV) (2,790,973) 2,362,819
(VI) Exceptional items - -
(VII) Profit/(loss) before tax (V -VI) (2,790,973) 2,362,819
(VIII) Tax Expense:
(1) Current Tax (131,435) (453,482)
(2) Deferred Tax (194,110) (1,288)
(IX) Profit / (loss) for the period from continuing operations(VII-VIII) (2,853,649) 1,908,050
(X) Profit/(loss) from discontinued operations - -
(XI) Tax Expense of discontinued operations - -
(XII) Profit/(loss) from discontinued operations(After tax) (X-XI) - -
(XIII ) Profit/(loss) for the period (IX+XII) (2,853,649) 1,908,050
(XIV) Other Comprehensive Income
(A) (i) Items that will not be reclassified to profit or loss (specify items and amounts) (14,780,478) 9,888,332
(ii) Income tax relating to items that will not be reclassified to profit or loss 71,701 -
Subtotal (A) (14,708,777) 9,888,332
(B) (i) Items that will be reclassified to profit or loss (specify items and amounts) - -
(ii) Income tax relating to items that will be reclassified to profit or loss - -
Subtotal (B) - -
Other Comprehensive Income (A + B) (14,708,777) 9,888,332
(XV) Total Comprehensive Income for the period (XIII+XIV) (Comprising Profit (Loss) and other Comprehensive Income for the period)
(17,562,425) 11,796,381
(XVI) Earnings per equity share (for continuing operations)
Basic (Rs.) (4.68) 3.15
Diluted (Rs.) (4.68) 3.15
(XVII) Earnings per equity share (for discontinued operations)
Basic (Rs.) - -
Diluted (Rs.) - -
(XVIII )
Earnings per equity share (for continuing and discontinued operations)
Basic (Rs.) (0.76) 3.15
Diluted (Rs.) (0.76) 3.15
See accompanying notes to the financial statements 1-31 As per our Report of even date. For H.R. Agarwal & Associates Chartered Accountants For and on Behalf of the Board of Directors Firm Reg. No. 323029E Richfield Financial Services Limited
HARI RAM AGARWAL, FCA Rishabh Kankaria R K Kankaria (Partner) Managing Director Director Membership No. 057625 DIN: 05325575 DIN: 00097236 219C, Old China Bazar St, 1st Floor, Room No. B -6 Siddharth Banthia Soumitra Ghosh Kolkata – 700 001 Chief financial Officer Company Secretary Dated: 25.06.2020
CIN:L65999WB1992PLC055224 CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2020
SN Particulars Year Ended 31.03.2020 Year Ended 31.03.2019
(A) CASH FLOW FROM OPERATING ACTIVITIES Total Comprehensive Income for the period (17,562,425) 11,796,381 Adjustment for: Tax Expenses 325,545 454,770 Fixed Assets W/Off - 2,670 Depreciation 1,472 2,679 Impairment of Asset carried at amortised cost or FVTOCI 65,750 - Net Loss / (Gain) in Fair Value Changes through PorL 2,925,739 (1,469,896) Interest on Fixed Deposit (9,373) (8,935) Lending Fee on shares (16,744) - Net Loss / (Gain) in Fair Value Changes through OCI after
Tax 14,708,777 (9,888,332)
Dividend Paid (926,604) (961,913) Interest Income on Investments (82,000) 16,992,561 (88,500) (11,957,457)
Operating Profit before Working Capital Changes (569,864) (161,075) Adjustment for :- Change in Other Financial Liabilities 78,771 (2,186) Change in Trade Receivables/Other Receivable 699 - Change in Other Financial Assets (37,600) (211,000) Loan Provided (1,509,070) (1,467,200) (8,564,930) (8,778,116)
Cash Generated from Operations (2,037,064) (8,939,191) Less : Direct Taxes Paid 282,535 282,535 152,313 152,313
Cash Inflow(+)/Outflow(-) before Extra Ordinary Items (2,319,600) (8,786,878) Add(+)/Deduct(-) Prior Period Adjustments - -
Net Cash Inflow(+)/Outflow(-) in Operating Activities (2,319,600) (8,786,878) (B) CASH FLOW FROM INVESTING ACTIVITIES Lending Fee on shares 16,744 - Dividend Income 926,604 961,913 Interest Income on Investments 82,000 88,500 Interest on Fixed Deposit 9,373 8,935 Sale/ (Purchase) of Investments (5,158,676) (4,123,955) 13,866,165 14,925,513
Net Cash Inflow(+)/Outflow(-) in Investing Activities (4,123,955) 14,925,513 (C) CASH FLOW FROM FINANCING ACTIVITIES Loan Taken 2 2 -
Net Cash Inflow(+)/Outflow(-) in Financing Activities 2 -
(D) NET INCREASE IN CASH & CASH EQUIVALENTS (A+B+C) (6,443,553) 6,138,635 (E) OPENING CASH AND CASH EQUIVALENTS 7,906,396 1,767,761
(F) CLOSING CASH AND CASH EQUIVALENTS 1,462,843 7,906,396
As per our Report of even date. For H.R. Agarwal & Associates Chartered Accountants For and on Behalf of the Board of Directors Firm Reg. No. 323029E Richfield Financial Services Limited HARI RAM AGARWAL, FCA Rishabh Kankaria R K Kankaria (Partner) Managing Director Director Membership No. 057625 DIN: 05325575 DIN: 00097236 219C, Old China Bazar St, 1st Floor, Room No. B -6 Kolkata – 700 001 Siddharth Banthia Soumitra Ghosh Chief financial Officer Company Secretary Dated: 25.06.2020 UDIN: 20057625AAAABF6092
RICHFIELD FINANCIAL SERVICES LIMITED
44
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2019 AND COMPARATIVE PERIOD
a) Equity Share Capital Particulars Amount
Balance as at April 1, 2018 37,501,000 Changes in equity share capital during the year - Balance as at March 31, 2019 37,501,000 Issue of Equity shares - Balance as at March 31, 2019 37,501,000
RICHFIELD FINANCIAL SERVICES LIMITED SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS
1. CORPORATE INFORMATION
The Company was incorporated on 16th day of April, 1992 vide Corporate Identity No. L65999WB1992PLC055224 with the object to carry on the business of Finance and Investment in Shares and Securities. M/s Richfield Financial Services Ltd. stands as a professionally managed company wherein the overall management is vested in the Board of Directors, comprised of experienced persons in varied facets of the sector.
2. SIGNIFICANT ACCOUNTING POLICIES
I. Statement of compliance In accordance with the notification issued by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (referred to as “Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015. The Company has adopted Ind AS from April 1, 2019 with effective transition date as April 1, 2018. These financial statements have been prepared in accordance with Ind AS as notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Companies Act, 2013 (the “Act”). The transition was carried out from Accounting Principles generally accepted in India as prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (“IGAAP” or “previous GAAP”). An explanation of how the transition to Ind AS has affected the previously reported financial position, financial performance and cash flows of the Company is provided in Note no 3.
II. Presentation of financial statements The Balance Sheet, Statement of Profit and Loss (including other comprehensive income) and Statement of changes in Equity are prepared and presented in the format prescribed in the Division III of Schedule III to the Companies Act, 2013 (“the Act”). The Statement of Cash Flows has been prepared and presented as per the requirements of Ind AS. Amounts in the financial statements are presented in Indian Rupees.
III. Basis of preparation and presentation The financial statements have been prepared on the historical cost basis except for certain financial instruments that are measured at fair value at the end of each reporting period as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services at the time of entering into the transaction.
Measurement of fair values: Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique.
Items Measurement Basis
Certain financial assets and liabilities Fair value
Property, plant and equipment Value in use under Ind AS 36
Fair value for measurement and/or disclosure purposes for certain items in these financial statements is determined considering following methods: Fair value measurements under Ind AS are categorized into Level 1, 2, or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: a) Level 1: inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at measurement date b) Level 2: inputs are inputs, other than quoted prices included within level 1, that are observable for the asset or liability, either directly or indirectly; and c) Level 3: inputs are unobservable inputs for the valuation of assets or liabilities that the Company can access at measurement date. For details relating to valuation model and framework used for fair value measurement and disclosure of financial instrument refer to note 22.
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IV. Use of estimates and judgements
The preparation of financial statements requires the management of the Company to make judgements, assumptions and estimates that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expenses for the reporting period. The application of accounting policies that require critical accounting estimates involving complex and subjective judgments and the use of assumptions in the financial statements have been disclosed as applicable in the respective notes to accounts. Accounting estimates could change from period to period. Future results could differ from these estimates. Appropriate changes in estimates are made as the Management becomes aware of changes in circumstances surrounding the estimates. Changes in estimates are reflected in the financial statements in the period in which changes are made and, if material, their effects are disclosed in the notes to the financial statements.
Judgements: Information about judgements made in applying accounting policies that have a most significant effect on the amount recognized in the financial statements is included following Notes: -classification of financial assets: assessment of the business model within which the assets are held and assessment of whether the contractual terms of the financial asset are solely payments of principal and interest on the principal amount outstanding.
Assumptions and estimation uncertainties Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment during the year ending March 31, 2020 is included in the following Notes: - Note (10) - useful life of property, plant, equipment and intangibles. Note (9) - recognition of deferred tax assets: availability of future taxable profit against which carry forward deferred tax asset can be set off. Note (22) - determination of the fair value of financial instruments with significant unobservable inputs.
V. Interest
Interest consists of consideration for (i) the time value of money; (ii) for the credit risk associated with the principal amount outstanding;(iii) for other basic lending risks and costs; and (iv) profit margin.
Interest income and expense are recognized using the effective interest method. The effective interest rate (EIR) is the rate that exactly discounts estimated future cash flows through the expected life of the financial instrument to the gross carrying amount of the financial asset or amortised cost of the financial liability.
The calculation of the EIR includes all fees paid or received that are incremental and directly attributable to the acquisition or issue of a financial asset or liability.
The interest income is calculated by applying the EIR to the gross carrying amount of noncredit impaired financial assets (i.e. at the amortised cost of the financial asset before adjusting for any expected credit loss allowance). For credit-impaired financial assets the interest income is calculated by applying the EIR to the amortised cost of the credit impaired financial assets (i.e. at the amortised cost of the financial asset after adjusting for any expected credit loss allowance (ECLs)). The Company assesses the collectability of the interest on credit impaired assets at each reporting date. Based on the outcome of such assessment, the interest income accrued on credit impaired financial assets are either accounted for as income or written off as per the write off policy of the Company.
The interest cost is calculated by applying the EIR to the amortised cost of the financial liability.
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The ‘amortised cost’ of a financial asset or financial liability is the amount at which the financial asset or financial liability is measured on initial recognition minus the principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount and, for financial assets, adjusted for any expected credit loss allowance.
The ‘gross carrying amount of a financial asset’ is the amortised cost of a financial asset before adjusting for any expected credit loss allowance.
VI. Dividend Income
Income from dividend on investment in equity and preference shares of corporate bodies and units of mutual funds are accounted when received or on accrual basis when such dividends have been declared by the corporate bodies in their annual general meetings and the CIC’s right to receive payment is established.
VII. Financial Instruments
Financial assets and financial liabilities are recognized in the Company’s balance sheet on trade date when the Company becomes a party to the contractual provisions of the instrument. A loan is recorded upon remittance of the funds to the counterparty/obligor. Recognized financial assets and financial liabilities are initially measured at fair value. Transaction costs and revenues that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at Fair Value Through Profit and Loss (“FVTPL”) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs and revenues directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in the statement of profit or loss.
If the transaction price differs from fair value at initial recognition, the Company will account for such difference as follows:
a) if fair value is evidenced by a quoted price in an active market for an identical asset or liability or based on a valuation technique that uses only data from observable markets, then the difference is recognized in profit or loss on initial recognition (i.e. day 1 profit or loss);
b) in all other cases, the fair value will be adjusted to bring it in line with the transaction price (i.e. day 1 profit or loss will be deferred by including it in the initial carrying amount of the asset or liability).
After initial recognition, the deferred gain or loss will be released to profit or loss on a rational basis, only to the extent that it arises from a change in a factor (including time) that market participants would take into account when pricing the asset or liability.
a) Financial assets
Classification On initial recognition, depending on the Company’s business model for managing the financial assets and its contractual cash flow characteristics, a financial asset is classified as measured at: 1) amortised cost;
2) fair value through other comprehensive income (FVTOCI); or 3) fair value through profit and loss (FVTPL).
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Initial recognition and measurement A financial asset is recognized on trade date initially at cost of acquisition net of transaction cost and income that is attributable to the acquisition of the financial asset. Cost equates the fair value on acquisition. A financial asset measured at amortised cost and a financial asset measured at fair value through other comprehensive income is presented at gross carrying value in the Financial Statements. Unamortised transaction cost and incomes and impairment allowance on financial asset is shown separately under the heading “Other non-financial asset”, “Other non-financial liability” and “Provisions” respectively.
Assessment of Business model An assessment of the applicable business model for managing financial assets is fundamental to the classification of a financial asset. The Company determines the business models at a level that reflects how financial assets are managed together to achieve a particular business objective. The Company’s business model does not depend on management’s intentions for an individual instrument, therefore the business model assessment is performed at a higher level of aggregation rather than on an instrument-by-instrument basis. The Company could have more than one business model for managing its financial instruments which reflect how the Company manages its financial assets in order to generate cash flows. The Company’s business models determine whether cash flows will result from collecting contractual cash flows, selling financial assets or both. The Company considers all relevant information available when making the business model assessment. The Company takes into account all relevant evidence available such as: 1) how the performance of the business model and the financial assets held within that business model are evaluated and reported to the entity’s key management personnel and board of directors; 2) the risks that affect the performance of the business model (and the financial assets held within that business model) and, in particular, the way in which those risks are managed; and 3) how managers of the business are compensated (e.g. whether the compensation is based on the fair value of the assets managed or on the contractual cash flows collected). 4) At initial recognition of a financial asset, the Company determines whether newly recognized financial assets are part of an existing business model or whether they reflect the commencement of a new business model. The Company reassesses its business models at each reporting period to determine whether the business model/(s) have changed since the preceding period. For the current and prior reporting period the Company has not identified a change in its business model.
Based on the assessment of the business models, the Company has identified the three following choices of classification of financial assets: a) Financial assets that are held within a business model whose objective is to collect the contractual cash flows (“Asset held to collect contractual cash-flows”), and that have contractual cash flows that are solely payments of principal and interest on the principal amount outstanding (SPPI), are measured at amortised cost; b) Financial assets that are held within a business model whose objective is both to collect the contractual cash flows and to sell the assets, (“Contractual cash flows of Asset collected through hold and sell model”) and that have contractual cash flows that are SPPI, are subsequently measured at FVTOCI. c) All other financial assets (e.g. managed on a fair value basis, or held for sale) and equity investments are subsequently measured at FVTPL.
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Financial asset at amortised cost Amortised cost of financial asset is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. For the purpose of testing SPPI, principal is the fair value of the financial asset at initial recognition. That principal amount may change over the life of the financial asset (e.g. if there are repayments of principal). Contractual cash flows that do not introduce exposure to risks or volatility in the contractual cash flows on account of changes such as equity prices or commodity prices and are related to a basic lending arrangement, do give rise to SPPI. An originated or an acquired financial asset can be a basic lending arrangement irrespective of whether it is a loan in its legal form. The EIR amortisation is included in finance income in the profit and loss statement. The losses arising from impairment are recognized in the profit and loss statement.
Financial asset at Fair Value through Other Comprehensive Income (FVTOCI) Loans & Advances: After initial measurement, basis assessment of the business model as “Contractual cash flows of asset collected through hold and sell model and SPPI”, & equity instruments such financial assets are classified to be measured at FVTOCI. Contractual cash flows that do introduce exposure to risks or volatility in the contractual cash flows due to changes such as equity prices or commodity prices and are unrelated to a basic lending arrangement, do not give rise to SPPI. The EIR amortisation is included in finance income in the profit and loss statement. The losses arising from impairment are recognized in the profit and loss statement. The carrying value of the financial asset is fair valued by discounting the contractual cash flows over contractual tenure basis the internal rate of return of a new similar asset originated in the month of reporting and such unrealised gain/loss is recorded in other comprehensive income (OCI). Where such a similar product is not originated in the month of reporting, the closest product origination is used as a proxy. Upon sale of the financial asset, actual gain/loss realised is recorded in the profit and loss statement and the unrealised gain/ loss recorded in OCI are recycled to the statement of profit and loss. Investments in equity instruments: At initial recognition an entity at its sole option may irrevocably designate an investment in an equity instrument as FVOCI, unless the asset is: • Held for trading, or • Contingent consideration in a business combination. Dividends are recognized when the entity’s right to receive payment is established, it is probable the economic benefits will flow to the entity and the amount can be measured reliably. Dividends are recognized in profit and loss unless they clearly represent recovery of a part of the cost of the investment, in which case they are included in OCI. Changes in fair value are recognized in OCI and are never recycled to profit and loss, even if the asset is sold or impaired.
Financial asset at fair value through profit and loss (FVTPL) Financial asset, which does not meet the criteria for categorization at amortized cost or FVTOCI, is classified as FVTPL. In addition, the Company may elect to classify a financial asset, which otherwise meets amortized cost or FVTOCI criteria, as FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as ‘accounting mismatch’). Financial assets included within the FVTPL category are measured at fair value with all changes recognized in the statement of profit and loss.
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Investment in equity, security receipt, mutual fund, non-cumulative redeemable preference shares and cumulative compulsorily convertible preference shares Investment in equity, security receipt, mutual fund, non-cumulative redeemable preference shares and cumulative compulsorily convertible preference shares are classified as FVTPL and measured at fair value with all changes recognized in the statement of profit and loss. Upon initial recognition, the Company, on an instrument-by-instrument basis, may elect to classify equity instruments other than held for trading either as FVTOCI or FVTPL. Such election is subsequently irrevocable. If FVTOCI is elected, all fair value changes on the instrument, excluding dividends, are recognized in OCI. There is no recycling of the gains or losses from OCI to the statement of profit and loss, even upon sale of investment. However, the Company may transfer the cumulative gain or loss within other equity upon realisation.
Reclassifications within classes of financial assets A change in the business model would lead to a prospective re-classification of the financial asset and accordingly the measurement principles applicable to the new classification will be applied. During the current financial year and previous accounting period there was no change in the business model under which the Company holds financial assets and therefore no reclassifications were made.
VIII. Impairment of Financial Asset
The Company is required to recognise Expected Credit Losses (ECLs) based on forward looking information for all financial assets at amortised cost, lease receivables, debt financial assets at fair value through other comprehensive income, loan commitments and financial guarantee contracts. No impairment loss is applicable on equity investments.
At the reporting date, an allowance (or provision for loan commitments and financial guarantees)
is required on stage 1 assets at 12 month ECLs. If the credit risk has significantly increased since initial recognition (Stage 1), an allowance (or provision) should be recognized for the lifetime ECLs for financial instruments for which the credit risk has increased significantly since initial recognition (Stage 2) or which are credit impaired (Stage 3).
The measurement of ECL is calculated using three main components: (i) Probability of Default (PD) (ii) Loss Given Default (LGD) and (iii) the Exposure At Default (EAD). The 12 month ECL is calculated by multiplying the 12 month PD, LGD and the EAD. The 12 month and lifetime PDs represent the PD occurring over the next 12 months and the remaining maturity of the instrument respectively. The EAD represents the expected balance at default, taking into account the repayment of principal and interest from the balance sheet date to the default event together with any expected drawdowns of committed facilities. The LGD represents expected losses on the EAD given the event of default, taking into account, among other attributes, the mitigating effect of collateral value at the time it is expected to be realised and the time value of money.
The Company applies a three-stage approach to measure ECL on financial assets accounted for at amortised cost and FVOCI. Assets migrate through the following three stages based on the change in credit quality since initial recognition.
Impairment of Trade receivable and Operating lease receivable Impairment allowance on trade receivables is made on the basis of life time credit loss method, in addition to specific provision considering the uncertainty of recoverability of certain receivables.
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Modification and De-recognition of financial assets Modification of financial assets A modification of a financial asset occurs when the contractual terms governing the cash flows of a financial asset are renegotiated or otherwise modified between initial recognition and maturity of the financial asset. A modification affects the amount and/or timing of the contractual cash flows either immediately or at a future date. The Company renegotiates loans to customers in financial difficulty to maximise collection and minimise the risk of default. A loan forbearance is granted in cases where although the borrower made all reasonable efforts to pay under the original contractual terms, there is a high risk of default or default has already happened and the borrower is expected to be able to meet the revised terms. The revised terms in most of the cases include an extension of the maturity of the loan, changes to the timing of the cash flows of the loan (principal and interest repayment), reduction in the amount of cash flows due (principal and interest forgiveness). Such accounts are classified as Stage 3 immediately upon such modification in the terms of the contract. Not all changes in terms of loans are considered as renegotiation and changes in terms of a class of obligors that are not overdue is not considered as renegotiation and is not subjected to deterioration in staging.
De-recognition of financial assets A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognised when: 1) the rights to receive cash flows from the asset have expired, or
2) the Company has transferred its rights to receive cash flows from the asset and substantially all the risks and rewards of the asset, or the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.
Write-off Impaired loans and receivables are written off, against the related allowance for loan impairment on completion of the Company’s internal processes and when the Company concludes that there is no longer any realistic prospect of recovery of part or all of the loan. For loans that are individually assessed for impairment, the timing of write off is determined on a case by case basis. A write-off constitutes a de-recognition event. The Company has right to apply enforcement activities to recover such written off financial assets. Subsequent recoveries of amounts previously written off are credited to the Statement of Profit and Loss.
Presentation of ECL allowance for financial asset:
Type of Financial asset Disclosure
Financial asset measured at amortised cost shown separately under the head “Provisions” and not as a deduction from the gross carrying amount of the assets Financial assets measured at FVTOCI
Loan commitments and financial guarantee contracts
shown separately under the head “Provisions”
Where a financial instrument includes both a drawn and an undrawn component and the Company cannot identify the ECL on the loan commitment separately from those on the drawn component, the Company presents a combined loss allowance for both components under “Provisions”.
IX. Financial liability and equity
Financial liabilities and equity Debt and equity instruments issued are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement.
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Financial liabilities A financial liability is a contractual obligation to deliver cash or another financial asset or to exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavourable to the Company or a contract that will or may be settled in the Company’s own equity instruments and is a non-derivative contract for which the Company is or may be obliged to deliver a variable number of its own equity instruments, or a derivative contract over own equity that will or may be settled other than by the exchange of a fixed amount of cash (or another financial asset) for a fixed number of the Company’s own equity instruments.
Classification The Company classifies its financial liability as “Financial liability at amortised cost” except for financial liability at Fair Value through Profit and Loss (FVTPL).
Initial recognition and measurement Financial liability is recognized initially at cost of acquisition net of transaction costs and incomes that is attributable to the acquisition of the financial liability. Cost equates the fair value on acquisition. Company may irrevocably designate a financial liability that meet the amortised cost as measured at FVTPL if doing so eliminates or significantly reduces an accounting mismatch (referred to as the fair value option).
De-recognition of financial liabilities The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognized in profit or loss.
Equity An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs. A conversion option that will be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Company’s own equity instruments is an equity instrument. No gain/loss is recognized in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments.
X. Cash, Cash equivalents and bank balances
Cash, Cash equivalents and bank balances including fixed deposits, margin money deposits, and earmarked balances with banks are carried at amortised cost. Short term and liquid investments being subject to more than insignificant risk of change in value, are not included as part of cash and cash equivalents.
XI. Property, plant and equipment
(a) Tangible Tangible property, plant and equipment (PPE) acquired by the Company are reported at acquisition cost less accumulated depreciation and accumulated impairment losses, if any. The acquisition cost includes any cost attributable for bringing asset to its working condition net of tax/duty credits availed, which comprises of purchase consideration, other directly attributable costs of bringing the assets to their working condition for their intended use. PPE is recognized when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably.
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(b) Intangible
Intangible assets are recognized when it is probable that the future economic benefits that are attributable to the asset will flow to the enterprise and the cost of the asset can be measured reliably. Intangible assets are stated at original cost net of tax/duty credits availed, if any, less accumulated amortisation and cumulative impairment. Administrative and other general overhead expenses that are specifically attributable to acquisition of intangible assets are allocated and capitalised as a part of the cost of the intangible assets. Expenses on software support and maintenance are charged to the Statement of Profit and Loss during the year in which such costs are incurred.
(c) Depreciation and Amortisation Depreciable amount for tangible PPE is the cost of an asset, or other amount substituted for cost, less its estimated residual value. Depreciation on tangible PPE deployed for own use has been provided on the straightline method as per the useful life prescribed in Schedule II to the Companies Act, 2013 except in respect of Buildings, Computer Equipment, Vehicles, Plant and Machinery, Software, Licenses, Furniture and Fixture and Office Equipment in whose case the life of the assets has been assessed based on the nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement, etc. Depreciation method is reviewed at each financial year end to reflect expected pattern of consumption of the future economic benefits embodied in the asset. The estimated useful life and residual values are also reviewed at each financial year end with the effect of any change in the estimation of useful life/residual value which is accounted on prospective basis. Depreciation for additions to/deductions from, owned assets is calculated pro rata to the remaining period of use. Depreciation charge for impaired assets is adjusted in future periods in such a manner that the revised carrying amount of the asset is allocated over its remaining useful life. Intangible Assets are amortised over the estimated useful life during which the benefits are expected to accrue, while Goodwill if any is tested for impairment at each Balance Sheet date. The method of amortisation and useful life are reviewed at the end of each accounting year with the effect of any changes in the estimate being accounted for on a prospective basis. Amortisation on impaired assets is provided by adjusting the amortisation charge in the remaining periods so as to allocate the asset’s revised carrying amount over its remaining useful life.
(d) De-recognition of property, plant and equipment and intangible asset An item of PPE is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in the Statement of Profit or Loss. An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from de-recognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognized in the Statement of Profit or Loss when the asset is derecognised.
XII. Employee Benefits
Short-term employee benefits The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees are recognized during the year when the employees render the service. These benefits include performance incentive and compensated absences which are expected to occur within twelve months after the end of the year in which the employee renders the related service. The cost of short-term compensated absences is accounted as under: (a) in case of accumulated compensated absences, when employees render the services that increase their entitlement of future compensated absences; and (b) in case of non-accumulating compensated absences, when the absences occur. The company does not have any Defined Benefit/Contribution Plan, neither any Long term Employee Benefit as such.
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XIII. Earnings per share
Basic earnings per share has been computed by dividing the profit after tax available for equity shareholders by the weighted average number of shares outstanding during the year. Partly paid up shares are included as fully paid equivalents according to the fraction paid up. Diluted earnings per share has been computed using the weighted average number of shares and dilutive potential shares, except where the result would be anti-dilutive.
XIV. Taxation
Income Tax Income tax expense comprises current and deferred taxes. Income tax expense is recognized in the Statement of Profit and Loss, Other Comprehensive Income or directly in equity, when they relate to items that are recognized in the respective line items. Current Tax Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax reflects the best estimate of the tax amount expected to be paid or received after considering the uncertainty, if any, related to income taxes. It is measured using tax rates (and tax laws) enacted or substantively enacted by the reporting date. Current tax asset and liabilities are offset only if there is a legally enforceable right to set off the recognized amounts and it is intended to realise the asset and settle the liability on a net basis or simultaneously. Deferred Tax Deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying values of assets and liabilities and their respective tax bases, and unutilized business loss and depreciation carry-forwards and tax credits. Deferred tax assets are recognized to the extent that it is probable that future taxable income will be available against which the deductible temporary differences, unused tax losses, depreciation carry-forwards and unused tax credits could be utilized. Deferred tax assets and liabilities are measured based on the tax rates that are expected to apply in the period when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.
XV. Goods and Services Tax
The company does not deal in taxable goods and service under GST but the company pays Sitting Fees to its Directors which is liable to GST under Reverse Charge Mechanism, hence the company is registered under Goods and Service Tax Act. Any GST input Tax credit is expensed as per relevant accounting standard for the expenses.
XVI. Provisions, contingent liabilities and contingent assets
Provisions are recognized only when: (i) an entity has a present obligation (legal or constructive) as a result of a past event; and (ii) it is probable that an outflow of resources embodying economic benefits will be required
to settle the obligation; and (iii) a reliable estimate can be made of the amount of the obligation Provision is measured using the cash flows estimated to settle the present obligation and when the effect of time value of money is material, the carrying amount of the provision is the present value of those cash flows. Reimbursement expected in respect of expenditure required to settle a provision is recognized only when it is virtually certain that the reimbursement will be received. Contingent liability is disclosed in case of: (i) a present obligation arising from past events, when it is not probable that an outflow of resources will be required to settle the obligation; and (ii) a present obligation arising from past events, when no reliable estimate is possible.
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Contingent assets are disclosed where an inflow of economic benefits is probable. Provisions, contingent liabilities and contingent assets are reviewed at each Balance Sheet date. Where the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under such contract, the present obligation under the contract is recognized and measured as a provision. Contingent assets are not recognized in the financial statements.
XVII. Statement of Cash Flows
Statement of Cash Flows is prepared segregating the cash flows into operating, investing and financing activities. Cash flow from operating activities is reported using indirect method adjusting the net profit for the effects of: i. changes during the period in operating receivables and payables transactions of a noncash nature; ii. non-cash items such as depreciation, provisions, deferred taxes, unrealised foreign currency gains and losses, and undistributed profits of associates and joint ventures; and iii. all other items for which the cash effects are investing or financing cash flows Cash and cash equivalents (including bank balances) shown in the Statement of Cash Flows exclude items which are not available for general use as on the date of Balance Sheet.
XVIII. FIRST TIME ADOPTION OF IND AS (read with note 2(i))
The Company has adopted Ind AS as notified by the Ministry of Corporate Affairs with effect from April 1, 2019, with a transition date of April 1, 2018. The Financial Statements for the year ended March 31, 2020 are the first financial statements that the Company has prepared under Ind AS. For all years up to and including the year ended March 31, 2019, the Company prepared its Financial Statements in accordance with Previous GAAP. The adoption of Ind AS has been carried out in accordance with Ind AS 101, First-time Adoption of Indian Accounting Standards. Ind AS 101 requires that all Ind AS standards and interpretations that are issued and effective for the first Ind AS financial statements be applied retrospectively and consistently for all financial years presented. Accordingly, the Company has prepared Financial Statements which comply with Ind AS for the year ended March 31, 2019 and the opening Ind AS Balance Sheet as at April 1, 2018, the date of transition to Ind AS. In preparing these Ind AS Financial Statements, the Company has availed certain exemptions and exceptions in accordance with Ind AS 101, as in Note 3. The resulting difference between the carrying values of the assets and liabilities in the financial statements as at the transition date under Ind AS and Previous GAAP have been recognized directly in equity (retained earnings or another appropriate category of equity). Note 3 explains the adjustments made by the Company in restating its Financial Statements prepared under Previous GAAP, including the Statement of Profit and Loss account for the year ended March 31, 2019 and the Balance Sheet as at April 1, 2018 and as at March 31, 2019.
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RICHFIELD FINANCIAL SERVICES LIMITED SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS
Note: 3 EXPLANATION OF TRANSITION TO IND AS
This note explains the principal adjustments made by the Company in restating its IGAAP financial statements, including the Balance Sheet as at April 01, 2017 and the financial statements for the year ended March 31, 2018 and how the transition from IGAAP to Ind AS has affected the Company’s financial position and financial performance.
Exemptions from retrospective application: I. Deemed Cost of PPE
Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognized in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for de commissioning liabilities. Accordingly, the entity has elected to measure all of its property, plant and equipment at their previous GAAP carrying value.
II. Designation of previously recognized financial instruments Ind AS 101 allows an entity to designate investments in equity instruments at FVOCI on the basis of the facts and circumstances at the date of transition to Ind AS. The Entity has elected to apply this exemption for its investment in equity instruments.
Ind AS mandatory exceptions III. Estimates
Ind AS 101 An entity’s estimates in accordance with Ind ASs at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error. Ind AS estimates as at 1 April 2018 are consistent with the estimates as at the same date made in conformity with previous GAAP. The Entity made estimates for following items in accordance with Ind AS at the date of transition as these were not required under previous GAAP: • Investment in equity instruments carried at FVTPL or FVOCI.
IV. Equity Reconciliation
Particulars Note As at 31.03.2019 As at 01.04.2018
Equity as reported under IGAAP 66,602,102 61,501,649
Adjusted for:
Profit on Fair Valuation of Equity Instrument through OCI 23,336,590 13,448,259
Profit Fair Valuation of Equity Instrument through Profit or Loss
2,024,784 5,238,599
Equity under IND AS 91,963,476 80,188,507
V. Total Comprehensive income reconciliation
Particulars Note For the year ended 31.03.2019
Net Profit under IGAAP 5,121,865 Impairment on Financial Instruments 1,469,896 Profit on Fair Valuation of Equity Instrument through Profit and Loss (4,683,711) Other Comprehensive Income (Profit on Fair Valuation of Equity Instrument through OCI)
9,888,332
Total Comprehensive income under Ind AS 11,796,381
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RICHFIELD FINANCIAL SERVICES LIMITED SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS
VI. Reconciliation of Statement of Cash Flows
There are no material adjustments to the Statements of Cash Flows as reported under the IGAAP.
VII. Effect of Ind as adoption on Balance Sheet as on 31.03.2019 and 01-04-2018:
Total Assets 66,690,901 25,361,374 92,052,275 61,571,222 18,686,858 80,258,080
LIABILITIES AND EQUITY
LIABILITIES
(1) Financial Liabilities
(a) Derivative financial instruments
(b) Payables
(I)Trade Payables
(i) total outstanding dues of micro enterprises and small enterprises
(ii) total outstanding dues of creditors other than micro enterprises and small enterprises
(II) Other Payables
(i) total outstanding dues of micro enterprises and small enterprises
(ii) total outstanding dues of creditors other than micro enterprises and small enterprises
(c) Debt Securities
(d) Borrowings (Other than Debt Securities)
4 - 4
(e) Deposits
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(f) Subordinated Liabilities
(g) Other financial liabilities(to be specified)
(2) Non-Financial Liabilities
(a) Current tax liabilities (Net)
(b) Provisions 63,795 - 63,795 42,383 - 42,383
(c) Deferred tax liabilities (Net) -
(d) Other non-financial liabilities(to be specified)
25,000 - 25,000 27,190 - 27,190
EQUITY
(a) Equity Share capital 37,501,000 - 37,501,000 37,501,000 - 37,501,000
(b) Other Equity 29,101,102 25,361,374 54,462,476 24,000,649
18,686,858 42,687,507
Total Liabilities and Equity 66,690,901 25,361,374 92,052,275 61,571,222 18,686,858 80,258,080
Note: 4
CASH AND CASH EQUIVALENTS
Particulars As at March 31st, 2020
As at March 31st, 2019
As at April 1st, 2018
Cash on hand 30,526 128,296 185,052 Balances with banks (in the nature of cash and cash equivalents)
1,432,318 7,778,100 1,582,710
Cheques, drafts on hand - - -
Total 1,462,843 7,906,396 1,767,761
Note: 5Loans
Particulars As at March 31st, 2020
As at March 31st, 2019
As at April 1st, 2018
At Amortised Cost: (A) i. Bills Purchased and Bills discounted ii. Loans repayable on demand 27,027,122 25,518,052 16,953,122 iii. Term Loans iv. Credit Substitutes v. Leasing and hire purchase vii. Factoring Total (A) 27,027,122 25,518,052 16,953,122 (B) i. Secured by tangible assets ii. Secured by intangible assets iii. Covered by Bank / Government Guarantees iv. Unsecured 27,027,122 25,518,052 16,953,122 Total (B) 27,027,122 25,518,052 16,953,122 (C ) (I) Loans in India i. Public Sector ii. Others 27,027,122 25,518,052 16,953,122 (II) Loans outside India Total (C ) 27,027,122 25,518,052 16,953,122
Total 27,027,122 25,518,052 16,953,122
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Note: 6
Investments
Particulars Face value per unit `
As at March 31, 2020 As at March 31, 2019 As at April 1, 2018
no. of units
` no. of units
` no. of units
`
(A) (a) Mutual Funds (Valued at Fair Value through Profit or Loss) (Quoted)
Total (2) 10,000 10,000,000 6,500 6,500,000 10,000,000 Total (e = 1+2) 18,271,675 38,866,259 39,339,746 Total (A) - 45,200,375 - 57,813,665 - 60,321,604 (B) (a) Investment in India - 45,200,375 - 57,813,665 - 60,321,604 (b) Investment Outside India - - - - - - Total (B) - 45,200,375 - 57,813,665 - 60,321,604
Total - 45,200,375 - 57,813,665 - 60,321,604
Footnotes:
* Brain Business Pvt. Ltd. and Taranya Merchants Pvt Ltd Share's values has been reduced to zero, FV Gain through OCI in respect of these shares has been reversed and original cost as on 01/04/2018 has been debited to profit and loss as impairment loss.
Note: 7
Other Financial Assets
Particulars As at March 31st,
2020 As at March
31st, 2019 As at April 1st,
2018
Security Deposit 12,500 12,500 12,500
Total 12,500 12,500 12,500
Note: 8
Current Tax Assets
Particulars As at March 31st,
2020 As at March
31st, 2019 As at April 1st,
2018
Tax Deducted at Source (Net of Provision) 394,330 380,957 967,971
MAT Credit 298,500 160,772 179,553
Total 692,830 541,729 1,147,524
Note: 9
The Major Components of Deferred Tax Assets and Liabilities as at March 31, 2020 are as follows:
Deferred Tax Asset (net) Opening Balance
Recognized / Reversed
Through Profit and
Loss
Recognized Directly in
Equity
Recognized / Reclassified
from Other Comprehensive
Income
Closing Balance
Deferred Tax Assets :- (a) Impairment loss allowance - Stage III - - - - - (b) Impairment loss allowance - Stage I & II
- - - -
(c) Depreciation on Property, plant and equipment
3,105 (1,643) - - 1,462
Deferred Tax Liabilities :- - - - - - (c) Gain on Fair Valuation of Equity Instruments (Consolidated Gain)
The Major Components of Deferred Tax Assets and Liabilities as at March 31, 2019 are as follows:
Deferred Tax Asset (net) Opening Balance
Recognized / Reversed
Through Profit and
Loss
Recognized Directly in
Equity
Recognized / Reclassified
from Other Comprehensive
Income
Closing Balance
Deferred Tax Assets :- (a) Impairment loss allowance - Stage III (b) Impairment loss allowance - Stage I & II
(c) Depreciation on Property, plant and equipment
4,393 (1,288) - - 3,105
Deferred Tax Liabilities :- (c) Gain on Fair Valuation of Equity Instruments (Consolidated Gain)
Deferred Tax Asset (net) 4,393 (1,288) - - 3,105
Note: 11
Other Non-Financial Assets
Particulars As at March 31st, 2020
As at March 31st, 2019
As at April 1st, 2018
Advanced Salary - - - Deposit - Appeal Pending Before CIT (A) AY 2012-13 247,600 - - Deposit - Appeal Pending Before CIT (A) AY 2011-12 - 210,000 -
Total 247,600 210,000 -
Note: 12
Borrowings (Other than Debt Securities)
Particulars As at March 31st, 2020
As at March 31st, 2019
As at April 1st, 2018
Bank Overdraft 6 4 -
Total 6 4 -
Note: 13(a)
Provisions
Particulars As at March 31st, 2020
As at March 31st, 2019
As at April 1st, 2018
Contingent provision against Stage 1 assets* 63,818 63,795 42,383
Contingent provision against Stage 3 assets* 150,000 - -
Total 213,818 63,795 42,383
* The Company has made Stage I (Loan Assets) asset provision of 0.25% of Stage I assets AND Stage III (Loan Assets) asset provision of 10% of Stage III assets as of March 31, 2020 as specified by RBI Master Directions Master Direction DNBR.PD.007/03.10.119/2016-17 September 01, 2016.
Note: 13(b)
Other Non-Financial Liabilities
Particulars As at March 31st, 2020
As at March 31st, 2019
As at April 1st, 2018
Advance from Sundry Debtors - - 720 Liabilities For Expenses 34,161 25,000 26,470
Salary Payable 69,610
Total 103,771 25,000 27,190
Note: 14
Equity Share Capital
Particulars No of Shares
Face Value Per Unit
As at March 31st, 2020
As at March 31st, 2019
As at April 1st, 2018
a) Authorized: Equity Share 4,000,000 10 40,000,000 40,000,000 40,000,000 b) Issued Subscribed and Paid Up: Equity Share 3,750,100 10 37,501,000 37,501,000 37,501,000
Total 37,501,000 37,501,000 37,501,000
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c) Movements in equity share capital Particulars No of Shares Amount(`)
As at April 1st, 2018 3,750,100 37,501,000 Increase during the year - -
As at March 31st, 2019 3,750,100 37,501,000 Increase during the year - -
As at March 31st, 2020 3,750,100 37,501,000
d) The Company has only one class of equity share having par value of Re 10/- per share. Each holder of Equity share is entitled to one vote per share. In the event of liquidation of the company, the holder of equity shares will be entitled to receive remaining assets of the Company after distribution of all preferential amounts. The Distribution will be in proportion to the number of equity share held by the shareholders. e) No equity shares have been issued for consideration other than cash.
f) Details of shareholders holding more than 5% shares in the company
Particulars
Tuesday, March 31, 2020 Sunday, March 31, 2019 Sunday, April 1, 2018
Securities Premium Reserves 14,100,400 14,100,400 14,100,400 Special Reserve (RBI) 3,024,515 3,024,515 2,000,142 General Reserve 567,475 567,475 567,475 Retained Earnings 19,330,652 13,433,496 12,571,231 Fair Valuation of Equity Instrument (273,014) 23,336,590 13,448,259
36,750,028 54,462,476 42,687,507
a) Securities Premium As at March 31st, 2020
As at March 31st, 2019
As at April 1st, 2018
Opening 14,100,400 14,100,400 -
Addition during the year - - -
Total 14,100,400 14,100,400 14,100,400
b) Special Reserve (RBI) As at March 31st, 2020
As at March 31st, 2019
As at April 1st, 2018
Opening 3,024,515 2,000,142 -
Addition during the year - 1,024,373 -
Total 3,024,515 3,024,515 2,000,142
Note: As prescribed by section 45-IC of the Reserve Bank of India Act, 1934, the Company is required to transfer 20% of its net profit every year, as disclosed in the Statement of Profit & Loss before any dividend is declared, to Special Reserve. As company has net loss in current financial year hence no special reserve has been created. Transfer to Special Reserve of Rs. 10,24,373/- for the year ended March 31, 2019 and Rs. 3,57,848 for the year ended March 31, 2017 was calculated on net profit as disclosed in the profit and loss account under IGAAP as the Company has transitioned to Ind AS w.e.f. April 1, 2019.
c) General Reserve As at March 31st, 2020
As at March 31st, 2019
As at April 1st, 2018
Opening 567,475 567,475 -
Addition during the year - - -
Total 567,475 567,475 567,475
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d) Retained Earnings As at March 31st, 2020
As at March 31st, 2019
As at April 1st, 2018
Opening 13,433,496 12,571,231 -
Profit after tax during the year (2,853,649) 1,908,050 -
Add: Profit on Sale of Equity Instruments Fair Valued through OCI 8,900,828 - -
Less: Contingent Provision for Standard Assets (150,023) (21,412)
Less: Transfer to Statutory Reserve - (1,024,373) -
Total 19,330,652 13,433,496 12,571,231
e) Fair valuation of Equity Instruments As at March 31st, 2020
As at March 31st, 2019
As at April 1st, 2018
Opening 23,336,590 13,448,259 -
Addition during the year (14,708,777) 9,888,332 -
Transfer to Retained Earnings (8,900,828) - -
Total (273,014) 23,336,590 13,448,259
Note: 16
Interest Income
Particulars For YE March 31st, 2020
For YE March 31st, 2019
On Financial Asset measured at Amortised Cost Interest on Loans 2,543,220 1,985,575
Total 2,543,220 1,985,575
Note: 17
Net gain/ (loss) on fair value changes
Particulars For YE March 31st, 2020
For YE March 31st, 2019
a) Net gain/(loss) on investments at fair value through profit or loss i. On trading Portfolio Investment Derivatives Others ii. On financial instruments designated at fair value through Profit or Loss (2,925,739) 794,058 b) Others c) Total Net gain /(loss) on Fair Value changes (2,925,739) 794,058 Fair Value Changes: Realized 242,254 243,658 Unrealized (3,167,993) 1,226,238 Total Net gain /(loss) on fair value changes (2,925,739) 1,469,896
Note: 18(i)
Other Financial Income
Particulars For YE March 31st, 2020
For YE March 31st, 2019
Lending Fee on shares 16,744 - Interest on IRB Fund 82,000 88,500 Interest on FD 9,373 8,935
Total 108,117 97,435
Note: 18(ii)
Other Income
Particulars For YE March 31st, 2020
For YE March 31st, 2019
Interest on IT Refund 32,153 25,179
Total 32,153 25,179
Note: 19
Impairment on Financial Instrument
Particulars For YE March 31st, 2020
For YE March 31st, 2019
Provision against Stage 3 assets (Unquoted Equity Instruments Valued through FVOCI) (Refer footnotes to Note 6) 65,750 -
Total 65,750 -
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Note: 20
Employee Benefit Expenses
Particulars For YE March 31st, 2020
For YE March 31st, 2019
Salary and Wages 2,400,000 1,224,000
Staff Welfare 61,828 52,071
Total 2,461,828 1,276,071
Note: 21
Other Expenses
Particulars For YE March 31st, 2020
For YE March 31st, 2019
Advertisement Expenses 15,120 15,960 Appeal Fees 1,000 - Payment To Auditors As Audit Fees * 25,000 29,500 For Tax Audit Fees * Bank Charges 2,441 1,456 Asset Obsolete - 2,670 Certification Fees Demat Expenses 2,705 1,538 Delisting Fees Donation 3,500 2,700 Depository Expenses 8,850 10,110 Electricity Expenses 18,500 18,550 E-Voting Processing Fees Interest on TDS/ Prof Tax /GST - 1,066 Internal Audit Fees Filing Fees 4,200 6,400 General Expenses 24,655 32,182 GST on Sitting Fees 7,200 9,360 Late Fees on TDS/ Prof Tax /GST - 720 Legal and Professional Fees 53,000 35,502 Listing Fees 354,000 315,650 Leave &Licence Fee 90,000 48,000 Loan Processing Fee 450 Membership fee 5,900 17,700 Meeting Expenses Newspaper and Periodicals 15,720 15,000 Postage & Courier 59,374 63,620 Printing & Stationery 38,906 60,675 Round Off Rates & Taxes 4,656 4,650 Repair and Maintenance 63,074 67,055 Secretarial Audit Fees Sitting Fee to Director 40,000 52,000 Security Transaction Tax 4,658 14,971 Telephone Expenses 18,511 16,460 Travelling Expenses 39,111 34,312 Registrar and Transfer Agent Fees 43,838 15,340 Website expenses 2,360 4,832
Total 946,279 898,428
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Note: 23
Reconciliation of Expected Credit Loss as per Ind AS and IRACP (As required by RBI Master Direction RBI/2019-20/170 DOR (NBFC).CC.PD.No.109/22.10.106/2019-20 dated March 13, 2020)
Other items such as guarantees, loan commitments, etc. which are in the scope of Ind AS 109 but not covered under current Income Recognition, Asset Classification and Provisioning (IRACP) norms
Stage 1 - - - - -
Stage 2 - - - - -
Stage 3 - - - - -
Subtotal - - - - -
Total Stage 1 25,527,122 23 25,527,099 23 -
Stage 2 - - - - -
Stage 3 1,500,000 150,000 1,350,000 150,000 -
Total 27,027,122 150,023 26,877,099 150,023 -
Note: 24
Disclosure of details as required by RBI/DNBR/2016-17/44 i.e. Master Direction - Non-Banking Financial Company –Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016
Particulars Amount Outstanding at:
As at March 31st, 2020
As at March 31st, 2019
As at April 1st, 2018
Liabilities Side: 1. Loans and advances availed by the nonbanking financial company
inclusive of interest accrued thereon but not paid :
(a) Debentures : Secured - - - Unsecured(other than falling within the meaning of public
deposits) - - -
(b) Deferred Credits - - - (c) Term Loans - - - (d) Inter-corporate loans and borrowing - - - (e) Commercial Paper - - - (f) Public Deposits - - - (g) Other Loans- Loans Repayable on Demand
6 4 -
Total 6
4 -
Asset Side: 2. Break-up of Loans and Advances including bills receivables [other than
those included in (3) below] :
(a) Secured - - - (b) Unsecured 27,027,122 25,518,052 16,953,122 3. Break up of Leased Assets and stock on hire and other assets counting
towards asset financing activities
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i) Lease assets including lease rentals under sundry debtors: (a) Financial Lease (b) Operating Lease
- -
- -
- -
ii) Stock on hire including hire charges under sundry debtors (a) Assets on hire (b) Repossessed assets
- -
- -
- -
ii) Stock on hire including hire charges under sundry debtors (a) Assets on hire (b) Repossessed assets
- -
- -
- -
4. Break up of Investments Current Investments:
1 Quoted: (i) Shares: (a) Equity (b) Preference (ii) Debentures and Bonds (iii) Units of Mutual Funds (iv) Government Securities (v) Others 2 Unquoted: (i) Shares: (a) Equity (b) Preference (ii) Debentures and Bonds (iii) Units of Mutual Funds (iv) Government Securities (v) Others
- - - - - -
- - - - - -
- - - - - -
- - - - - -
- - - - - -
- - - - - -
Long Term Investments : 1 Quoted (i) Shares (a) Equity 8,016,390 12,063,972 14,010,737 (b) Preference - - - (ii) Debentures and Bonds
(iii) Units of Mutual Funds (iv) Government Securities
(iii) Units of Mutual Funds (iv) Government Securities
- - -
- - -
- - -
(v) Others - - -
5. Borrower group-wise classification of assets financed as in (2) and (3) above : For FY 2019-20
Particulars Amount net of provisions
Secured Unsecured Total
1. Related Parties - - - (a) Subsidiaries - - - (b) Companies in the same group - - - (c ) Other related parties - - - 2. Other than related parties - 27,027,122 27,027,122
For FY 2018-19
Particulars Amount net of provisions
Secured Unsecured Total
1. Related Parties - - - (a) Subsidiaries - - - (b) Companies in the same group - - - (c ) Other related parties - - - 2. Other than related parties - 25,518,052 25,518,052
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For FY 2017-18 Particulars Amount net of provisions
Secured Unsecured Total
1. Related Parties - - - (a) Subsidiaries - - - (b) Companies in the same group - - - (c ) Other related parties - - - 2. Other than related parties - 16,953,122 16,953,122
6. Investor group-wise classification of all investments (current and long-term) in shares and securities (both quoted and unquoted)
Category As at March 31, 2020 As at March 31, 2019 As at April 01, 2018
Market Value /
Breakup Value or
Fair Value or
NAV *
Book Value (Net of
Provisions)
Market Value /
Breakup Value or
Fair Value or
NAV *
Book Value (Net of
Provisions)
Market Value /
Breakup Value or
Fair Value or
NAV *
Book Value (Net of
Provisions)
1. Related Parties: (a) Subsidiaries - - - - - - (b) Companies in the same group
- - - - - -
(c ) Other related parties - - - - - - 2. Other than related parties 45,200,375 45,200,375 57,813,665 57,813,665 60,321,604 60,321,604
Total 45,200,375 45,200,375 57,813,665 57,813,665 60,321,604 60,321,604
* Market value / Break-up value / Fair value / NAV of unquoted non-current investments is considered to be same as their book value (net of provisions). Footnotes: 1. The Company has adopted Ind AS w.e.f. April 1, 2019 with transition as at April 1, 2018. The Ind AS 24 has replaced the erstwhile Accounting Standard 18 on related parties. The breakup of related parties is now in line with Indian Accounting Standard 24.
6. Other Information
Particulars As at March 31st, 2020
As at March 31st, 2019
As at April 1st, 2018
(i) Gross Non-Performing Assets (a) Related Parties (b) Other than Related Parties
- -
- -
- -
(ii) Net Non-Performing Assets (a) Related Parties (b) Other than Related Parties
- -
- -
- -
(iii) Assets acquired in satisfaction of debt - - -
Note: 25
Related Parties disclosers as required by Ind AS 24:
a) List of Related Parties and Relationship:
Key Management Personnel & Other Director:
Rishabh Kankaria - Managing Director
Rajni Kankaria - Non-Executive Director
Soumitra Ghosh - Company Secretary
Siddharth Banthia - CFO
Rajesh Kumar Kankaria - Non - Executive Director
Jai Narayan Gupta- Non - Executive Director
Subodh Kumar Agrawal - Independent Director
Sikhar Chand Choradia- Independent Director
b) Details of transaction during the year
Particulars Relationship For YE March 31st, 2020
For YE March 31st, 2019
Director Remuneration: Rishabh Kankaria Key Managerial Personnel 360,000 120,000
Abhijit Puglia 100,000
360,000 220,000
Salary & Bonus
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Soumitra Ghosh - Company Secretary Key Managerial Personnel 300,000 200,000
Siddharth Banthia 420,000 300,000
720,000 500,000
Leave & License Fees:
Rajesh Kumar Kankaria Non-Executive Director 90,000 48,000
90,000 48,000
Note: 26
The Company has assessed its obligations arising in the normal course of business, proceedings pending with tax authorities and other contracts including derivative and long term contracts. In accordance with the provisions of Indian Accounting Standard (Ind AS) - 37 on ‘Provisions, Contingent Liabilities and Contingent Assets’, the Company recognizes a provision for material foreseeable losses when it has a present obligation as a result of a past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. In cases where the available information indicates that the loss on the contingency is reasonably possible but the amount of loss cannot be reasonably estimated, a disclosure to this effect is made as contingent liabilities in the financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial results. The details of proceedings pending with tax authorities is as under: A demand of Rs. 12,19,917/- has been raised against the Company by the Income Tax Authorities for Asst Year 2012-13 vide order u/s 143(3)/147 dated 30.12.2019. The Company has disputed the same by preferring an appeal against the same before the Commissioner of Income Tax (Appeals) – 2, Kolkata. The Appeal is still pending. Meanwhile the company has deposited Rs.2,47,600/- with Income Tax Authorities under protest .
Note: 27
The financial statements of the company have been restated as per Ind-AS and one of the requirement is to restate the previous year figures. However, this being a first time adoption by the company there has some clerical errors in restating the value of shares & securities at fair value as on 31.03.2019 while preparing the half yearly result for half year ended on 30.09.2019. This has been duly rectified while preparing the annual results for the year ended on 31.03.2020.
Note: 28
Provision for Gratuity is not made since Payment of Gratuity Act, 1972 is not applicable on the company since the number of employees in our company is below ten.
Note: 29
In the absence of necessary information with the company relating to the registration of suppliers under the Micro, Small and Medium Enterprises Development Act, 2006 the information required under the Act could not be complied and disclosed.
Note: 30
There has been no significant impact on the operations and financial position of the company on account of the outbreak of the COVID-l9 pandemic and the consequential lock-down restrictions imposed by the Government. ln accordance with the regularory package announced by RBI, the company has offered an optional moratorium on payment of loan installments falling due between March l, 2020 and August 31,2020.
Note: 31 Previous year figures have been regrouped or rearranged wherever necessary.
As per our Report of even date. For H.R. Agarwal & Associates Chartered Accountants For and on Behalf of the Board of Directors Firm Reg. No. 323029E Richfield Financial Services Limited HARI RAM AGARWAL, FCA Rishabh Kankaria R K Kankaria (Partner) Managing Director Director Membership No. 057625 DIN: 05325575 DIN: 00097236 219C, Old China Bazar St, 1st Floor, Room No. B -6 Siddharth Banthia Soumitra Ghosh Kolkata – 700 001
Chief financial Officer Company Secretary
Dated: 25.06.2020 UDIN: 20057625AAAABF6092
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E-MAIL ADDRESS REGISTRATION FORM
In continuation of Circular Nos. 17/2011 and 18/2011 Dated 21/04/2011 and 29/04/2011 respectively issued by Ministry of Corporate Affairs, Government of India and pursuant to section 101 of the Companies Act, 2013 and Rule 18(3)(i) of the (Management & Administration) Rule, 2014 & Rule 11 of Companies (Accounts) Rule, 2014.
[For shares held in physical form]
To M/s Niche Technology Private Limited 3A, Auckland Place 7th Floor, Room No. 7A & 7B, Kolkata- 700 017
Sub: E-mail ID Registration & Service of documents through electronic mode. Dear Sir/ Mam, I / We, Members(s) of M/s. Richfield Financial Services Limited, hereby give my / our consent to receive electronically Annual Report(s) of General Meeting(s) and other Document(s) submit to you as under: Kindly use my/ our Email ID for serving the document in electronic mode. I/ We request you to note my/ our e-mail address as mention below. If there will be any change in the Email address, I/ We will promptly communicate to you.
Folio No.
Name of the First/ Sole Member
E-mail address(to be registered)
Thanking you, Yours faithfully ____________________________ (Signature of First / Sole Member) Place: Date:
