Director Reports

The Directors have pleasure in presenting the 21st Annual report of the Company together with the audited Financial Statements for the year ended 31st March, 2015.

The Directors have pleasure in presenting the 21st Annual report of the Company together with the audited Financial Statements for the year ended 31st March, 2015.

1. FINANCIAL RESULTS:

The financial results of your company for the year ended 31st March, 2015 are summarized below:

Amount in ''lakhs''

Particulars For the Year ended	For the year ended 31st March, 2015	For the year ended 31st March, 2014
Gross Income	155.60	236.49
Less: Expenses	142.65	207.59
Profit Before Interest, Depreciation and amort- ization, exceptional items and Tax	12.95	28.90
Less: Depreciation and amortization	9.41	7.06
Profit before exceptional items and tax	3.54	21.84
Add: Exceptional Item	0.28	0
Less: Provision for Taxation	2.97	6.49
Add: Balance brought forward from previous year	246.39	240.53
Profit available before appropriations	247.24	255.89
Less: Appropriations
Statutory Reserve	0.27	4.90
Contingent Provision against Standard	-	4.60
Assets
Depreciation on completion of useful life of assets	0.038	-
Surplus Carried to balance Sheet	246.93	246.39

During the year, the Income of the Company was Rs.155.60 Lacs and the Profit after Tax was Rs.0.85 Lacs (Previous Year: Rs.236.49 Lacs and Rs.15.35 Lacs, respectively). The Company''s Net Worth as on March 31, 2015 stood at Rs. 2555.51 Lacs as against Rs. 2554.69 Lacs last

An amount of Rs.0.27 Lacs is transferred to Statutory Reserve Fund (previous year Rs. 4.90 lacs) pursuant to Section 45IC of the Reserve Bank of India Act, 1934, No contingent provisions against standard assets made during the year (previous year Rs.4.60 Lacs) as per RBI norms and an amount of Rs.246.93 Lacs (previous year Rs. 246.39 Lacs) are being carried forward in the balance sheet.

2. DIVIDEND:

Your directors are of the opinion that in order to keep the pace of the growth, the Company needs to plough back its profits and hence do not recommend any dividend during the year.

3.TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Directors wish to present the details of Business operations done during the year under review:

a. Business Operations and Profitability: The Company is Non Banking Finance Company listed on BSE, ASE & MSE. To enhance the growth of the company by capturing huge market area, the company has lowered down the rate of interest due to which the company is experiencing decrease in total revenue of the company in the current financial year compare to earlier financial year. Because of decrease in total revenue of the company, the net profit of the company has also decreased in the current financial year.

b. Sales of Services: Though the company managed to keep the pace as long as the revenues are concerned, Company''s profitability was affected by the provisioning of non-performing assets as per Reserve Bank of India Prudential Norms for NBFC Loan Company.

c. Marketing and Market environment: The Company is carrying on its business activities on medium scale and therefore huge and extensive marketing strategies are not adopted by the company. The company has adopted small scale business marketing strategies. The company is carrying on business of providing finance and there is huge competition in the market in this type of business sector.

d. Future Prospects including constraints affecting due to Government policies: Our organization is putting efforts in collecting its bad debts from customers and trying to enhance its customer base through advertisements and different marketing strategies so adopted by the company. The company is expecting more revenue in upcoming years. There are no specific industrial or Government policies which restrict the business or growth of the company.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

6.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was no foreign exchange inflow or Outflow during the year under review.

7. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company does not have any Risk Management Policy as the elements of risk threatening the Company''s existence are very minimal.

8. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of Section 135 of the Companies Act, 2013 do not apply to our Company. Hence the company has not developed and implemented any corporate social responsibility initiatives.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under

review and hence the said provision is not applicable.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered

material in accordance with the Policy on Related Party Transactions.Pursuant to section 134(3) (h) read with Rule 8(2) of the Companies

(Accounts) Rules, 2014, there are no transactions to be reported under Section 188(1) of the Companies Act, 2013.

11. AUDITORS REPORT

There were no qualifications, reservations or adverse remarks made bythe Auditors in their Audit reports.

12. SECRETARIAL AUDIT REPORT

A Secretarial Audit Report given by D.Maniar & Co., a Company Secretary in Practice is furnished in Annexure" A" and is attached to this report.

13. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF

REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company''s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive

attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished

in Annexure "B" and is attached to this report.

14. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration)

Rules, 2014 is furnished in Annexure " C" and is attached to this Report.

15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had 7 Board meetings during the financial year under review.

16. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation

relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable

and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and

loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the

provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are

adequate and were operating effectively,

(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

17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary or Joint venture Company. The details of financial performance of Associate Companies are furnished

in Annexure " D" and attached to this report.

18. DEPOSITS

Our company is a Non deposit accepting Non Banking Financial Company, during the year under review the Company has neither accepted nor

renewed.

19. DIRECTORS

Mr. Salim Ismail Shaikh retires at this Annual General Meeting and being eligible offer themselves for re election.

20. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6)

of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act,

2013 and the relevant rules.

21. PARTICULARS OF EMPLOYEES

Information as per Rule 5(1) of chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Information under Rule 5(1) (v

The total revenue of the company during the financial year 2014 was Rs.21,394,259/- compare to Rs.15,560,394/- in the financial year 2015.

The net profit of the company during financial year was Rs.10,75,574/- and in the financial year 2015 is Rs.88,235/- after charging provision

for non performing assets of Rs. 54,02,175/- (previous year Rs. 36,18,061/-) There is no change in percentage of remuneration paid to

Managing Director during the year as compare to earlier financial year. The remuneration paid to employees in the financial year 2014 was

Rs.74,06,626/- and in the year 2015 is Rs.51,50,854/-.

Information under Rule 5(1) (vii)

Market capitalization of the company has decrease from Rs.83,24,91,264/- at March 2014 to Rs.21,84,20,560/- as at March 2015.

The Price Earnings Ratio in the year 2015 is 2518.75 which is increased from 548.57 in the year 2014. The closing price of company''s equity

shares as of 31st March, 2015 and 31st March, 2014 is Rs.20.15/-per share and Rs.76.80/- per share respectively, representing percentage

decrease of 14.67% as at March 2014 and 77.61% as at March 2015 over the last offer price of Rs. 90/- per share.

22. FORMAL ANNUAL EVALUATION

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The

board approved the evaluation results as collated by the Nomination and remuneration committee.

23. STATUTORY AUDITORS

M/s. Sandeep Rathi & Associates, Chartered Accountants, Mumbai were appointed as Statutory Auditors for a period of Four years in the

Annual General Meeting held on 29.09.2014 and their appointment as Statutory Auditor of the company is to be ratified at ensuing Annual

General Meeting.

The board recommend ratification of their appointment for the year.

24. WHISTLEBLOWER POLICY

The Board has adopted whistleblower mechanism in the company. The policy adopted by the company is attached in Annexure "E" to the report.

25. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members.

a. Mr. Manoj Kumar Padhye ( Chairman) - Independent Director

b. Mr.Vilas Shankar Daware - Independent Director

c. Mr.Salim Ismail Shaikh - Executive Director

The above composition of the Audit Committee consists of independent Directors viz., Mr. Manoj Kumar Padhye and Mr. Vilas Shankar Daware who form the majority.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other

Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns.

The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co

employees and the Company.

26. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the yearunder review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

27. CORPORATE GOVERNANCE REPORT

The report on Corporate Governance required as per clause 49 of the listing agreement is attached in Annexure "F" to the Board report.

28. CORPORATE GOVERNANCE CERTIFICATE

The certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing

agreement is attached in Annexure "G" to the report.

29. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities

for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges

gratefully the shareholders for their support and confidence reposed on your Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Nitin Somani:Managing Director

Sonal Somani:Director

Management

Name	Designation
Manoj Kumar Padhye	Independent Director
Nitin Prabhudas Somani	CEO
Nitin Prabhudas Somani	Managing Director
Pragati P Sawant	Co. Secretary & Compl. Officer
Pragati P Sawant	Secretary
Sonal Nitin Somani	Executive Director
Vilas Shankar Daware	Independent Director
Vishal Nanalal Buddhadev	Independent Director

Board Meetings

http://economictimes.indiatimes.com/hasti-finance-ltd/infocompanyboardmeetings/companyid-6680.cms

Meeting DateRemark

14/02/2017Quarterly Results

14/11/2016Quarterly Results

13/02/2016Quarterly Results

14/11/2015Quarterly Results

14/08/2015Quarterly Results

30/05/2015Quarterly Results

14/11/2014Quarterly Results

14/08/2014Quarterly Results

14/02/2014Quarterly Results

14/11/2013Quarterly Results

15/03/2013Allotment of Bonus Shares

11/02/2013Quarterly Results

04/02/2013Bonus Issue & Others

28/01/2013Others

12/11/2012Quarterly Results

25/08/2012Audited Results

14/08/2012Quarterly Results

30/05/2012Audited Results

02/08/2011Increase in Authorised Capital & Bonus

21/07/2011Quarterly Results

21/03/2011To raise additional funds & Others

07/10/2010Increase in Authorised Capital & Others

28/08/2010Others

27/08/2010Issue & Allotment of Equity Shares

25/05/2010Increase in Authorised Capital & Others

31/10/2009Appointment of Additional Director's

05/08/2009Others

30/05/2008De-listing of shares

05/01/2008Change of Registered office

19/02/2007To consider acquisition

Meeting DateRemark

23/12/2006To consider diversification

30/10/2006Quarterly Results

31/07/2006Quarterly Results

30/06/2006Accounts

31/01/2006Quarterly Results

29/10/2005Quarterly Results

30/07/2005Quarterly Results

30/06/2005Accounts

28/01/2005Quarterly Results

30/11/2004Half Yearly Results

30/07/2004Quarterly Results

30/06/2004Accounts

31/01/2004Quarterly Results

29/11/2003Half Yearly Results

30/07/2003Quarterly Results

30/06/2003Accounts

30/01/2003Quarterly Results

30/10/2002Quarterly Results & Half Yearly Results

30/07/2002Quarterly Results

28/06/2002Accounts & Quarterly Results

31/01/2002Quarterly Results

30/10/2001Quarterly Results

31/07/2001Quarterly Results

31/05/2001Accounts

22/01/2001Quarterly Results

23/11/1998Half Yearly Results

23/05/1998Accounts

24/11/1997Half Yearly Results

28/07/1997Accounts

Company History

The Company was incorporated on 16th August 1994 to carry on business of Leasing, Hire Purchase, Investment Banking etc as Hasti Finance Pvt Ltd. The Company converted itself from private ltd to public ltd by passing a special resolution at the EGM held on 22.10.94 and received the fresh certificate of incorporation from Registrar of Companies, Tamilnadu, Madras on 24.03.95.

SUBSIDIARY

The company does not have any subsidiary company.

2009

-Sri Nitin Somani, Smt Sonal Somani and Sri Chandrakant Tupe have been appointed as Directors of the company.

2010 --Registered Office of the Company has been shifted to No. 14, Imperial Hotel Complex, Near Albert Cinema Hall, Whannels Road, Egmore, Chennai 600 008, Tamil Nadu

2012 -Ms. Pragati P. Sawant has been appointed as the whole time Company Secretary and Compliance Officer of the Company

2013 -Hasti Finance has given the Bonus in the Ratio of 1:10.

Chairman Speech

Dear Shareholders,

It gives me a great pleasure to present the 21st Annual Report of Hasti Finance Limited.

Hasti have come a long way since it commenced its journey decades ago, when the industry structure, customer requirements and regulatory frameworks were different. Today is the time where India is well poised to become an economic super power. It is a Country where innovation has become the buzz world.

Hasti Finance was founded in 1994 with an mission to participate in the growth of the nation through financial assistance to its core participants, empowering the nation''s true wealth, its people through personalized and business finance to growing enterprises and individuals by becoming a leading finance company providing services to middle class & poor sectors of urban, semi urban and rural India.

During the Course of this journey believe, we have brought professionalism in terms of setting standards and ethics and organizational qualities to an industry largely dominated by unorganized players.

During the year company has tried its level best to sustain its growth however due to increase in number of competitors to our organization it becomes difficult to enhance our growth. Due to lower rate of interest and increase in value added services offered to customers the turnover of the company is lowered down during the year and which resulted decrease in profit before tax and earnings per share of the company.

Your management is committed to growth and assured you improved performance ahead and we look forward to your continuous support on this journey.

Regards, Nitin P. Somani Chairman