AROUND November 7 the United Nations general assembly will vote for the 28th consecutive year on the resolution tabled by Cuba calling for an end to the US economic, commercial and financial blockade of the island.
As usual, the world will not be surprised when the US opposes the motion, ignoring the overwhelming majority of countries who call each year for an end to this “genocidal” policy. Last year 189 countries voted to end the blockade.
Cuba’s motion is backed by a detailed 50-page report that illustrates the devastating impact of the US policy on the daily lives of the Cuban people.
At the same time it sets out a myriad of US measures designed to stop countries, companies and individuals across the globe from trading with the increasingly beleaguered island. The ongoing impact on British-Cuban relations is devastating. The full report can be read here bit.ly/UNBlockadeReport2019.
The report shows that Cuba’s economy lost $4.3 billion in the last 12 months alone, with total losses in the last six decades amounting to more than $922bn.
The report emphasises the “social impact” of the blockade, which hinders every sphere of Cuban society, including the healthcare, education, sports, cultural, and IT sectors as well as construction, the biopharmaceutical industry, tourism, communications, industrial development, the energy sector and banking.
To reinforce its blockade policies, the US Treasury Department’s Office of Foreign Assets Control (OFAC) have intensified their threats and large fines against international financial organisations and banks. On April 9 2019 the OFAC threatened huge penalties on British bank Standard Chartered for transactions to US-sanctioned countries, including Cuba. In order to avoid the sanctions, the British company agreed to pay the US government $1.1bn.
Standard Chartered’s penalty is another in a long list of huge fines imposed by the US authorities, including $8.9bn on BNP Paribas in 2014, $787 million on France’s Credit Agricole in 2015, and $619m on Dutch-based ING Bank in 2012.
Today more than 100 foreign banks now refuse to offer any services to organisations even remotely connected to Cuba, internationally or within third nations.
The report illustrates hundreds of examples of the impact of the blockade, stating: “the plans and programmes of the ‘dirty war’ against Cuba have always included manoeuvres aimed at promoting hunger and disease among the Cuban people and thereby undermining support for the Revolution.”
One of the cruellest elements is the denial of essential medicines and health equipment to the Cuban population.
In June 2018 a patient at the “Hermanos Ameijeiras” Clinical-Surgical Hospital died due to “myocardiopathy,” which required circulatory support that would have been available through the use of Impella, a temporary ventricular support device for people with depressed heart function. However the US company Abiomed refused to sell these life-saving devices to Cuba.
The US company Zimmer Biomet was contacted for the purchase of hip, knee and dental prostheses. But the company responded that because of the blockade they were not authorised to do business with Cuba.
The report details the overarching impact of the blockade on the acquisition of technologies, raw materials, reagents, diagnostic equipment and spare parts, as well as medicines for the treatment of serious diseases such as cancer. Various examples show the increasing reach of the tentacles of the US policy.
For example, it forced the internationally recognised, independent, scientific and educational British animal welfare charity the Federation of Universities for Animal Welfare (UFAW) to stop its transfer of designated funds for a project it was supporting at the Pedro Kouri Institute of Tropical Medicine in Cuba. The UFAW said that “because of sanctions imposed on Cuba by the United States, they were unable to make financial transactions to the island.”
Education, sports and culture are all cruelly impeded by the blockade. Cuba spends almost a quarter of its national budget on these priority sectors. Yet it is often more costly, and sometimes impossible, to buy the basic materials needed for these services. The report shows that education is affected at every level, yet some applications are noteworthy for their direct and cruel impacts.
The University of Sancti Spiritus was unable to purchase 20 smart braille machines from the US-based Perkins company which were necessary for training students in the Special Education degree courses. It is also often expensive and difficult for Cuban certified to participate in overseas training conferences, yet now the blockade is even restricting Cuba’s participation in online events and webinars, many of which are specifically designed to facilitate the participation of people from developing countries.
In the cultural sphere, only 24 out of 37 professional groups contracted to perform in the United States were granted visas by the US, denying income and international exposure to acclaimed artists. Cuban cultural companies such as Bis Music and EGREM are seriously impeded in their ability to license music and artists internationally.
Arts training suffers at every level due to the limitations on acquiring items such as musical instruments and accessories for the visual arts, ballet and dance. Cuba guarantees training for all children with the skills and talent, free of tuition costs, which represents an extraordinary effort for the country. For example, Cuba pays around $17,610 to make sure that every ballet student has a leotard for the school year. These could be purchased at half the amount if they could be bought on the open market, but this is restricted by the blockade.
In exact years the Cuba Solidarity Campaign itself had its bank accounts closed down by the Co-operative Bank, which cited the threat of US Treasury Department fines as justification. In a high profile campaign, CSC, working alongside MPs and trade unions, successfully overturned the Open University’s policy of banning Cuban students from studying with them. Online operators such as Ebay, Paypal and Worldpay all continue to take swift action to block any online trading or payments with anything associated with Cuba.
While the British government insists that British firms are not subject to US extraterritorial policies, Cuba’s latest report shows once again that US threats are increasingly blocking British companies from doing business with Cuba.
In November 2018 the British company Adler Manufacturing Ltd cancelled an existing order for the Cuban tourist office in Britain, citing the US blockade for no longer being able to work for organisations connected with Cuba.
In April 2019, OFAC fined the British company the Acteon Group Ltd for violations of US blockade laws. The British company was forced to pay $227,500, with a further $213,866 to follow. Acteon had sent consultants to Havana to discuss various deep sea explorations around the Cuban coast.
Halfway through its contract with Cuba, the British company Compair joined with a US group and subsequently cut off all relations. This seriously affected existing projects, using its technology, developed in Cuba, for centralised compressed air stations. Consequently, there is now no access to spare parts for all the equipment initially installed by Compair, causing a multitude of problems.
The report highlights the US government’s activation of Title III of the Helms-Burton Act. Title III enables Cuban-Americans who were Cuban citizens at the time of the Revolution to sue international companies they accuse of trading in “trafficked property” previously owned by them or their heirs. The unleashing of potentially thousands of lawsuits, and the perceived threat of such action, will seriously affect international trade with the island.
Cuba states that the blockade policies constitute “the most unjust, severe, and prolonged system of unilateral sanctions ever levied on any country.”
Following correspondence from the Cuba Solidarity Campaign (CSC), the British government described the application of Title III, which enables US citizens to file lawsuits against foreign companies, as “extraterritorial and illegal” under international law. They stated that they would continue to work jointly with European peers to protect the interests of their companies.
The impact of the US Blockade on the people of Cuba will be a main focus at the Trades Unions for Cuba conference on Saturday November 2 where a 14 person-strong Cuban trade union delegation will share their experiences.
Visit www.cuba-solidarity.org.uk for more information.
TO THE SHAREHOLDERS
Your Directors have pleasure in presenting their Twenty Fourth Annual Report, together with the Audited Financial Statements of the Company for the year ended March 31, 2016.
GENERAL & CORPORATE MATTERS
During the year under review, the Company's revenue from operations decreased to Rs.27314.58 lacs from Rs.28914.00 lacs in the previous year (a decrease of about 5.53%). The decline in sales was mainly because of non–release of orders by Bharat Broadband Network Ltd.(BBNL) and less than expected orders received from other customers. The profit (before depreciation, exceptional item and tax) for the year decreased to Rs.2253.13 lacs as against Rs.2444.40 lacs in the previous year. The slight fall in profit was mainly due to decrease in turnover during the year under review.
Despite non–release of orders by BBNL, the coming years look to be promising as the second phase of the Optical Fibre Cable roll–out is expected to take place soon, as bulk cable orders are going to be released. This will definitely help the company to show good performance by way of supplying optical fibre cables in high volumes.
Although there is a marginal decrease in revenue, as compared to the previous year, the Company has developed innovative Optical Fibre Cable products for FTTH (Fibre–to–the–Home) segment and supplying these micro cables to various customers both in domestic and export markets. As the broadband connectivity for the masses, is the need of the hour, it is being catered to by not only telecom operators but also by various Internet Service Providers. This trend is well acknowledged by the Company and supplies of structured copper cable products and solutions have picked up and good increase in market share is achieved. The penetration of smartphones in India is seeing a huge surge, as the masses are using these for all their daily needs and India is going to be the biggest user of smartphones in the world by 2018. As data is consumed in a big way by the usage of smartphones, fibre is only medium which can provide huge bandwidth requirements at high speed based on the latest 3G and 4G networks. All telecom service providers are augmenting their data delivery capabilities especially meant for high speed applications using optical fibre cables across their entire telecom network. The Company is well positioned to reap the benefits by way of offering innovative and cost effective optical fibre cable solutions suiting to the varied requirements of all telecom service providers, steps for which are taken at the plant level by continuous improvement drives. As the hunger for data is a never ending phenomenon now–a–days, the old copper cable networks are getting replaced by optical fibre cables and it is being done on a continuous basis by all the telecom operators in India. Even power utility and energy companies have already started using optical fibre cables based on advanced technology platforms with customized designs of optical fibre cables. As the Company is very well prepared to address these requirements using its strong R & D activities, the growth opportunities are brighter and it will help the Company to generate more traction using this development.
Export segment is picking up very well as the company is able to cater to the varied requirements of all its customers by way of using innovative process technologies and at the same time cost competitive as well. This will greatly enhance the visibility of the Company in the global market and further drive up the exports which are already doing well.
After considering the Company's profitabilité free cash flow and overall financial performance, the Board of Directors of the Company is pleased to recommend a Dividend of Re.1/– (previous year Re.1/–) per equity share of face value Rs.10/– each (i.e.10%) for the financial year ended on March 31, 2016. The distribution of Dividend on equity shares, if approved by the Members at the ensuing Annual General Meeting, will result in payout of Rs.300.00 lacs excluding Tax on Dividend and Surcharge/Education Cess thereon.
Your Company has not accepted any public deposits during the year within the meaning of Section(s) 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and as such no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.
Your Company continued to optimise bank borrowings during the year by focusing on cash flows and working capital management. By availing alternate funding options like issuance of Buyers Crédit and Supplier's Crédit, your Company ensured efficiency in its borrowing costs.
Pursuant to Regulation 34(3) read with Para C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis, Report on Corporate Governance and a certification by the Chief Executive Officer (CEO) confirming compliance by all the Board Members and Senior Management Personnel with Company's Code of Conduct and Auditors' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
As a part of its initiative under Corporate Social Responsibility (CSR), the Company has undertaken CSR activities in the areas of (i) promoting education and employment enhancing skills; (ii) ensuring environment sustainability "green belt development" and (iii) conservation of natural resources, in the area where the Company operates. These activities are largely in accordance with Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and the Company's CSR Policy. The CSR activities during the year were implemented through Madhav Prasad Priyamvada Birla Apex Charitable Trust, a registered trust under Section 12A of the Income Tax Act, 1961.
The Annual Report on CSR activities is given in Annexure–I, which is attached hereto and forms a part of the Directors' Report. The Corporate Social Responsibility Policy of the Company is available on the website of the Company i.e. www.birlaericsson.com .
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 :
• that in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;
• that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to supply a true and fair view of the state of affairs of the Company as at 31st March, 2016 and the profit of the Company for the year ended on that date;
• that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
• that the annual financial statements have been prepared on a going concern basis;
• that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
• that system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
RISK MANAGEMENT AND ADEQUACY OF INTERNAL CONTROL SYSTEMS
The Company's system of financial and compliance controls with reference to the financial statements and risk management is embedded in the business process by which the Company pursues its objectives. Additionally, the Audit Committee and the Board of Directors assess the implementation of risk management and risk mitigation measures through their review of potential risks which could negatively impact the operations, the proposed budget and plan, the Company's strategic framework besides inherent risks associated with the products/goods dealt with by the Company. Your Company's approach to address business risks is comprehensive and includes periodic review of such risks and a framework for mitigating and reporting mechanism of such risks. In the view of the Board of Directors, there are no material risks, which may threaten the existence of the Company.
The Board of Directors of the Company has laid down the policies and procedures for internal financial controls to be followed by the Company for ensuring the orderly and efficient conduct of its business, in order to achieve the strategic, operational and other objectives over a long period and that its exposure to risks are within acceptable limits decided by the Board. In addition, the policies and procedures have been designed with an intent to ensure safeguarding of Company's assets, the prevention and detection of frauds and errors, the accuracy in completeness of the accounting records and the timely preparation of reliable financial information.
The management is committed to ensure effective internal financial controls environment, which provides assurance on the efficiency of its business operations coupled with adherence to its established policies, safety/security of its assets besides orderly and legitimate conduct of Company's business in the circumstances, which may reasonably be foreseen. The Company has defined organisation structure, authority levels delegated powers, internal procedures, rules and guidelines for conducting business transactions. The Company's system and process relating to internal controls and procedures for financial reporting have been 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 (GAAp) in India, the Companies Act, 2013 and rules framed thereunder and all other applicable regulatory / statutory guidelines, etc. for disclosure with reference to financial statements.
Your Company's internal control systems are supplemented by an extensive program of internal audit by an independent firm of Chartered Accountants. Internal audits are conducted at regular intervals and a summary of the observations and recommandations of such audits are placed before the Audit Committee. The Internal Auditors, the Audit Committee as well as the Board of Directors conduct an evaluation of the adequacy and effectiveness of the system of internal financial controls system on an ongoing basis.
INDUSTRIAL RELATIONS AND SAFETY
Industrial relations remained cordial throughout the year. Your Directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees in the growth and performance of the Company during the year.
The Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing process at the Company's plant and facilities to maintain high awareness levels. The Company is conscious of the importance of environmentally clean and safe operations so as to ensure safety of all concerned and compliance of applicable environmental regulations. The Company as a policy re–evaluates safety standards and practices from time to time in order to raise the bar of safety standards for its people as well as users and customers.
The Company's manufacturing facilities continue to remain certified by independent and reputed external agency as being compliant as well as aligned with the external standards for Quality System IS/ISO 9001:2008, ISO TS 16949:2009 and Environmental Management Standards IS/ISO 14001:2004 and Occupational Health and Safety Management System OHSAS 18001:2007. During the year, the audits for these Certifications established continuous improvement in performance against these standards.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Mr. D.R. Bansal [DIN: 00050612], Director shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re–appointment. The Board recommends his re–appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.
The brief resume and other details of Director seeking re–appointment as required under Regulation 36(3) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in the Notice of the ensuing Annual General
Meeting, which is being sent to the shareholders along with Annual Report.
During the year under review, there was no change in the Board of Directors of the Company.
KEY MANAGERIAL PERSONNEL
Mr. R Sridharan, Manager and Chief Executive Officer and Mr. Somesh Laddha, Dy. General Manager (Finance and Accounts) & Secretary are the Key Managerial Personnel of the Company. During the year under review there was no change in the Key Managerial Personnel of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors of your Company viz. Mr. R.C.Tapuriah, Dr.Aravind Srinivasan, Mr.Arun Kishore, Mr. K.Raghuraman and Mrs. Archana Capoor have individually and severally given a declaration pursuant to Section 149(7) of the Companies Act, 2013 affirming compliance to the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013. Based on the declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all Independent Directors are independent of the Management and have fulfilled the conditions as specified in the Companies Act, 2013, rules made thereunder as well as applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.
MEETINGS OF BOARD AND COMPOSITION OF COMMITTEES
During the year under review the Board met four times viz. May 15, 2015, August 10, 2015, November 05, 2015 and February 10, 2016.
As required under Section 177(8) read with Section 134(3) of the Companies Act, 2013, and the rules framed thereunder, the composition and meetings of the Audit Committee were in line with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details of which alongwith composition, number of meetings of all other Board Committees held during the year under review and attendance at the meetings are provided in the Report on Corporate Governance, forming a part of the Annual Report. During the year under review, all the recommendations of the Audit Committee were accepted by the Board of Directors.
PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS
Pursuant to the Provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company carried out the formal annual evaluation of its own performance and that of its Committees and individual Directors, interalia, to assess the skill set and contribution that are desired, recognising that competencies and experiences evolves over time. The process was conducted by allowing the Board to engage in candid discussions with each Director with the underlying objective of taking best possible decisions in the interest of the Company and its stakeholders. The Directors were individually evaluated based on personal interaction to ascertain feedback on well defined parameters which, interalia, comprised of level of engagement and their contribution to strategic planning and other criteria based on performance and personal attributes of the Directors. During the process of evaluation, the Board of Directors also considered the criteria for evaluation of performance of Independent Directors and the Board of Directors formulated by the Nomination and Remuneration Committee and review of the performance of the Chairman (taking into account the views of non–executive directors), the Non–independent Directors and the Board as a whole carried out by the Independent Directors. A statement indicating the manner, in which formal annual evaluation has been made by the Board of Directors, is given in the Report on Corporate Governance which forms a part of the Annual Report.
SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee (NRC) has adopted a terms of reference which, interalia, deals with the criteria for identification of members of the Board of Directors and selection/appointment of the Key Managerial Personnel/Senior Management Personnel of the Company. The NRC recommends appointment of Director/appointment or re–appointment of Manager & CEO based on their qualifications, expertise, positive attributes and independence in accordance with prescribed provisions of the Companies Act, 2013 and rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The NRC, in addition to ensuring diversity of race and gender, also considers the impact the appointee would have on Board's balance of professional experience, background, view points, skills and areas of expertise.
The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee has also adopted the Remuneration Policy for the members of the Board and Executive Management. The guiding principles of the Remuneration Policy are stated in the Report on Corporate Governance, which forms a part of the Annual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In terms of the provisions of Section 177(9) of the Companies Act, 2013, the Company has implemented a Vigil Mechanism which includes implementation of the Whistle Blower Policy to deal with instances of fraud and mis–management, if any, and conducting business with integrity, including in accordance with all applicable laws and regulations. No employee has been denied access to the Vigilance Officer as well as Chairman of the Audit Committee. The details of the Vigil Mechanism and Whistle–Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company.
Messrs V. Sankar Aiyar & Co., Chartered Accountants (Registration No.109208W), were appointed as Statutory Auditors to hold office for a term of 3 (three) years untill the conclusion of twenty fifth Annual General Meeting of the Company to be held for the financial year 2016–17 subject to ratification of their appointment as such by the members at every Annual General Meeting. They have confirmed to the Company that their appointment, if ratified by the members at the ensuing twenty fourth Annual General Meeting, would be according to the terms and conditions prescribed under Section(s) 139 and 141 of the Companies Act, 2013 and rules framed thereunder and that they are not disqualified for appointment as Auditors within the meaning of the said Act, The Chartered Accountants Act, 1949 and the rules and regulations made thereunder.
The Board of Directors has re–appointed Messrs D. Sabyasachi & Co., Cost Accountants, as Cost Auditors for conducting audit of the cost records/accounts maintained by the Company in respect of specified products of the Company covered under the Companies (Cost Records and Audit) Amendment Rules, 2014 and fixed their remuneration based on the recommendation of the Audit Committee. The remuneration payable to Cost Auditors is subject to ratification by the shareholders in the ensuing Annual General Meeting of the Company.
The Auditors' Report on the financial statements of the Company forms a part of the Annual Report. There is no qualification, reservation, adverse remark, disclaimer or modified opinion in the Auditors' Report, which calls for any further comments or explanations. Further, during the year under review, the Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013, therefore, no detail is required to be disclosed in pursuance to Section 134(3)(ca) of the Companies Act, 2013.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Messrs R.K.Mishra & Associates, Company Secretaries (PCS Registration no.14474) were appointed to undertake the Secretarial Audit of the Company for the year ended March 31, 2016. The Report of the Secretarial Auditor is given in Annexure–II, which is attached hereto and forms a part of the Directors' Report. No qualification or observation or other remarks have been made by Messrs R.K.Mishra & Associates in the Secretarial Audit Report, which calls for any comments or explanations.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into by the Company during the financial year under review were on arms' length basis and in the ordinary course of business. The disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)Rules, 2014 in prescribed Form AOC–2 is given in Annexure–III, which is attached hereto and forms a part of the Directors' Report. There are no material significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.
All related party transactions are placed before the meeting(s) of Audit Committee for its approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for a financial year, for the transactions which are of a foreseen and repetitive in nature. The statement giving details of all related party transactions entered into pursuant to the omnibus approval together with relevant documents/information are placed before the Audit Committee for review and updation on quarterly basis. The Company's Policy on materiality of Related Party Transactions and dealing with Related Party Transactions, as approved by the Board of Directors, is uploaded on the Company's website and can be accessed at weblink: <http://www.birlaericsson.com/pdf/RPTPolicy_BEOL.pdf>.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The particulars of Loans, Guarantees and Investment in pursuance to Section 186 of the Companies Act, 2013 have been disclosed in the financial statements read together with Notes annexed to and forming an integral part of the financial statements.
DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL, ETC.
As required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Statement of Disclosure of Remuneration and such other details as prescribed therein are given in Annexure–IV, which is attached hereto and forms a part of the Directors' Report.
EXTRACT OF ANNUAL RETURN
An Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 is given in Annexure–V, which is attached hereto and forms a part of the Directors' Report.
PARTICULARS OF EMPLOYEES
Particulars of employees in accordance with the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not given, as none of the employees qualifies for such disclosure.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014, the information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure–VI, which is attached hereto and forms a part of the Directors' Report.
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions or events on these items during the year under review:
(a) the Company has neither issued shares with differential rights as to dividend, voting or otherwise nor has granted stock options or sweat equity under any scheme. Further, none of the Directors of the Company holds investments convertible into equity shares of the Company as on March 31, 2016.
(b) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its operations in future.
(c) The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rule made thereunder. During the year under review, there were no cases filed or reported pursuant to the provisions of the said Act.
(d) There are no material changes or commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.
The Board of Directors desires to place on record its grateful appreciation for the excellent assistance and co–operation received from the State Government and continued support extended to the Company by the bankers, investors, venders, esteemed customers and other business associates. Your Director wish to place on record their sincere thanks and indefinite appreciation to all the employees of the Company for their unstinted commitment and continued contribution. The Board also expresses its appreciation of the assistance and unstinted support received from venturer's and promoter companies viz. Universal Cables Limited, Vindhya Telelinks Limited and Ericsson Cables AB, Sweden.
Harsh.V.Lodha Chairman (DIN: 00394094)
D.R.Bansal (DIN: 00050612) Directors
R.C.Tapuriah (DIN: 00395997) Directors
Aravind Srinivasan (DIN: 00088037) Directors
Arun Kishore (DIN: 00177831) Directors
K.Raghuraman (DIN: 00320507) Directors
Archana Capoor (DIN: 01204170) Directors
New Delhi, May 18, 2016
IT IS A good time to be an American tourist in Europe. Earlier this month the euro briefly dipped below parity with the dollar for the first time in two decades. But there is no need for Americans to confine their travels to Europe. Almost everywhere in the world is cheap for them these days. This year the dollar is up by 15% against the yen, 10% against the pound and 5% against the yuan. Why?
In early 2021 the dollar was near its lowest level in more than five years against a broad basket of currencies. It had been battered by the uncertainties of the pandemic. As life got back to normal, a rebound was on the cards. But few analysts expected such a sharp rise. The greenback is up by nearly 20% against that basket of currencies compared with June last year. It has climbed to heights last scaled in 2002.
That is in large part because of the Federal Reserve’s hawkish shift. Determined to rein in inflation, it has increased interest rates by 1.5 percentage points since March. Investors reckon it will raise rates by a further two points before the end of the year—the steepest pace of monetary tightening since the early 1980s. Interest rates are a crucial determinant of exchange rates: all else being equal, a country with higher rates ought to have a stronger currency because assets in that country generate a higher rate of return, hence attracting more capital inflows. This helps explain why the dollar has fared so well against the euro and the yen: the European Central Bank (ECB) and the Bank of Japan (BOJ) have been far more dovish. The ECB may start nudging rates higher this week, but the BOJ is holding firm with negative interest rates.
This contrast in policies reflects profound differences in economic fundamentals. For years Japan’s problem has been deflation, with prices rising only slightly in exact months; its central bank is focused on spurring growth. In the euro zone inflation has run almost as high as in America. But its headache is more closely linked to the soaring cost of natural gas. Raising interest rates would not lower energy costs but would increase the chances of a recession. In America, excessive demand, stemming in part from fiscal and monetary stimulus during the pandemic, appears to have played a bigger role in pushing up inflation. Core inflation, which strips out volatile food and energy costs, was 5.9% year-on-year in America in June but just 3.7% in Europe. Tighter monetary policy (a way to curtail demand) is a more pressing priority in America.
All of this tightening by the Fed and other central banks is weighing on asset prices globally. Most stockmarkets are in rough shape, corporate bonds have been pummelled and the cryptosphere is in the dumps. Pessimistic forecasters think much worse lies ahead as recessions strike. This is, for now, all to the dollar’s benefit. At times of financial turbulence, the greenback often benefits from safe-haven flows. Investors trust that, whatever happens, they can wait out the storm in America’s well-regulated, highly liquid money markets. A model by Standard Chartered, a bank, found that about 45% of the dollar’s exact strength derives from its safe-haven status.
Will the rally last? If the Fed continues to outpace other central banks in its hawkishness, that would support the dollar’s value. Likewise, a fresh round of market turmoil would probably bolster it. But having risen as far as it has, scope for further gains may be limited. ■
To the Members,
Your Directors are pleased to present the Thirty Fourth Annual Report of your Company alongwith the Standalone and Consolidated Audited Financial Statements for the financial year ended March 31, 2016.
RESULTS FROM OPERATIONS
A detailed discussion on the business performance and future outlook is included in the Management Discussion and Analysis which forms part of the Directors' Report.
DIVIDEND AND RESERVES
During the year under review, your Directors are pleased to recommend a dividend of Rs.0.50 per share (5%) on the face value of Rs.10 each (previous year Rs.0.50 per share (5%)). The dividend payout will aggregate to Rs.86.85 lacs (previous year Rs.86.85 lacs) and the tax on distributed profits payable by the Company would amount to Rs.18.17 lacs (previous year Rs.18.17 lacs). The payment of dividend is subject to the approval of the Members which is being sought at the forthcoming Annual General Meeting and shall be paid to those Members whose name appear in the Register of Members of the Company as on July 30, 2016.
Your Directors recommend transferring of Rs.203.01 lacs to special reserve for the financial year 2015–16.
The paid up Equity Share Capital as on March 31, 2016 was Rs.1,737 lacs. During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options nor any sweat equity.
The Company has increased its authorised share capital from Rs.1,750 lacs to Rs.5,550 lacs during the financial year under review, which consists of authorised equity and preference share capital. The Shareholders have approved this by means of postal ballot.
Except Mr. Vijay Choraria, Managing Director of the Company who holds 944,435 equity shares in the Company, none of the other Directors or Key Managerial Personnel of the Company hold shares in the Company.
Cash and cash equivalents as on March 31, 2016 was Rs.286.80 lacs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters are kept under strict check by continuous monitoring.
The Company has not accepted any deposits which would be covered under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The provisions of Section 186 of the Act pertaining to investment and lending activities is not applicable to the Company since the Company is an NBFC whose principal business is acquisition of securities. The particulars of certain provided during the financial year are given in the Notes to the financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All related party transactions entered by the Company during the financial year were on an arm's length basis and were carried out in the ordinary course of business. There are no materially significant related party transactions made by the Company during the year under consideration with the Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. All the related party transactions as required under Accounting Standard – 18 are reported in the Notes to the financial statements.
All related party transactions are placed before the Audit Committee and also before the Board for its approval. Prior approval of the Audit Committee is obtained on an annual basis specifying the upper ceiling as to the amount for transactions which are of a repetitive nature. The transactions entered into pursuant to the prior approval so granted are placed before the Audit Committee and the Board of Directors on a quarterly basis.
In accordance with the Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Policy on Materiality of Related Party Transactions and a Policy on Dealing With Related Parties. The policy is available on the Company's website at www.crest.co.in . The particulars as required under the Companies Act, 2013 are furnished in Form AOC – 2 which is annexed as "Annexure A" to this report.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the provisions of Section 135 of the Companies Act, 2013, the Board of Directors of the Company has constituted a Corporate Social Responsibility (CSR) Committee. At present, following are the members of the Committee:
1. Mr. Vasudeo Galkar – Chairman
2. Mr. Vijay Choraria – Member
3. Mr. Rajeev Sharma – Member
During the year, the Company undertook a number of CSR initiatives which mainly focused on eradicating hunger, poverty, malnutrition, women empowerment, promoting education and rural development projects. In this connection, the Company during the year under consideration spent an amount of Rs.11.50 lacs. A detailed list of the CSR contribution made is annexed herewith as "Annexure B" and the CSR policy of the Company is uploaded on the Company's website at www.crest.co.in .
INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY
Information on the operational and financial performance, among others, are given in the Management Discussion and Analysis which is annexed to this report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an internal control system, commensurate with the size of its operations and nature of its business activities. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. The Company's Internal Auditors submit quarterly reports which are placed before the Audit Committee.
The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the Risk Management Policy for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its efficiency. The policy is available on the Company's website at www.crest.co.in .
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
As required under Regulation 22 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has an effective Whistle Blower Policy to deal with the instances of fraud and mismanagement. The details of the policy are enumerated in the Corporate Governance Report. The policy is available on the Company's website at www.crest.co.in .
The policy provides for adequate safeguard against the victimisation of the employees. The Vigil Mechanism is overseen by the Audit Committee.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti–Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary ,trainees) are covered under this policy. There were no cases reported during the financial year ended March 31, 2016.
SUBSIDIARIES AND ASSOCIATES
The salient features of the financial statement of subsidiaries is annexed to this report as "Annexure C – Part A".
The salient features of the financial statement of associate companies is annexed to this report as "Annexure C – Part B".
Through the Composite Scheme of Amalgamation, ITI Securities Limited, subsidiary of ITI Capital Holdings Private Limited, merged with ITI Capital Holdings Private Limited from appointed date April 01, 2014 and through the same scheme, the amalgamated ITI Capital Holdings Private Limited, our subsidiary Company merged with the Company from appointed date April 02, 2014. The Hon'ble Bombay High Court on November 30, 2015 approved the Scheme and the Company merged on filing the documents with Registrar of Companies on December 07, 2015 and December 08, 2015.
Disclosures pursuant to Section 197(14) of Companies Act 2013 are not applicable to the Company.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company, prepared in accordance with the Companies Act, 2013 and applicable Accounting Standards issued by the Institute of Chartered Accountants of India forms part of this Annual Report.
Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of each subsidiary are available on the website of the Company www.crest.co.in .
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
a) RETIREMENT BY ROTATION
In terms of the provisions of Section 152(6) of the Companies Act, 2013, Mr. Mahesh Shirodkar, Director (DIN: 00897249), retires by rotation at the forthcoming Annual General Meeting, and being eligible offers himself for re–appointment. In accordance with Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable provisions of the Companies Act, 2013, brief profile of the Director to be re–appointed is included in the Notice which forms part of this Annual Report.
b) APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Mr. Rajeev Sharma was appointed as an Additional Independent Director w.e.f. November 02, 2015 to hold office until the next Annual General Meeting. His confirmation as Independent Director at the ensuing AGM is recommended.
Ms. Manasi Modak was appointed as the Company Secretary and Mr. Arvind Jain was appointed as the Chief Financial Officer of the Company both w.e.f. May 14, 2016.
c) RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Mr. Rohan Gavas resigned as the Company Secretary of the Company w.e.f. April 13, 2016, Mr. Vishal Mehta resigned as the Chief Financial Officer of the Company w.e.f. May 13, 2016 and Mr. Manish Goswami resigned as Director w.e.f. August 07, 2015.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have furnished the declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.
BOARD AND COMMITTEE MEETINGS
During the year ended March 31, 2016, the Board met 5 (five) times and the gap between two Board Meetings did not exceed 120 days and atleast one meeting has been held in each Quarter. Details of the Board Meetings and Meetings of its Committees are given in the Corporate Governance Report.
Pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board has framed an Evaluation Policy for evaluating the performance of the Board, Chairman, Managing Director, Executive Directors, Independent Directors, Non – Executive Directors and its Committees. Based on the same, the Board carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, CSR Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report. A meeting of the Independent Directors was held during the year under review.
The Policy, inter alia, provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, corporate governance practices, contribution of the Committees to the Board in discharging its functions, etc.
TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS
As required under Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, every new Independent Director of the Board is familiarised by the Executive Directors/ Senior Managerial Personnel about the Company's strategy, operations, organisation structure, human resources, quality, finance and risk management.
Further, at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/ her role, functions, duties and responsibilities as a director. The terms and conditions of letter of appointment is available on the Company's website at www.crest.co.in .
POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS OR INFORMATION
As required under Regulation 30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated the Policy for Determination of Materiality of Events or Information and has placed on the website of the Company at www.crest.co.in .
POLICY FOR DETERMINATION OF MATERIAL SUBSIDIARIES
As required under Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated the Policy for Determination of Material Subsidiaries and has placed it on the website of the Company at www.crest.co.in .
COMPANY'S REMUNERATION POLICY
Pursuant to applicable Regulations of the SEBI Listing Regulations and Section 178 (3) of the Companies Act, 2013, the Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and fixing their remuneration. The Remuneration Policy is provided in the Corporate Governance Report, which forms part of this Annual Report and has also been hosted on the website of the Company at www.crest.co.in .
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors hereby confirm that:
i. In the preparation of annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;
ii. They had in consultation with Statutory Auditors, selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to supply a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date;
iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. They have prepared the annual accounts on a 'going concern' basis;
v. They have laid down internal financial controls, which are adequate and operating effectively;
vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
The Members at the Thirty Second Annual General Meeting approved the appointment of M/s. Chaturvedi and Shah, Chartered Accountants (Firm Registration No. 101720W), as Statutory Auditors of the Company under Section 139 of the Companies Act, 2013 to hold office for a period of three years from the conclusion of Thirty Second Annual General Meeting till the conclusion of the Thirty Fifth Annual General Meeting to be held in the year 2017 subject to ratification by the Shareholders at each Annual General Meeting.
M/s. Chaturvedi and Shah, Chartered Accountants have confirmed that they continue to be eligible to act as Auditors of the Company under Section 141 of the Companies Act, 2013 and the Rules framed thereunder. As required by the Companies Act, 2013, the Members are requested to ratify their appointment as Statutory Auditors for the financial year 2016–17.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed CS Ajit Sathe, Proprietor of M/s. A.Y. Sathe and Co., Practising Company Secretary (FCS: 2899 / COP: 738) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2015–16 forms part as "Annexure D" to this Report.
STATUTORY AND SECRETARIAL AUDITOR OBSERVATION
The Statutory Auditors of the Company have not reported any fraud as specified under the Second provision of Section 143 (12) of the Companies Act, 2013 (including any Statutory modification(s) or re–enactment(s) for the time being in force).
There are no adverse remarks, observations or disclaimer remarks by the Statutory Auditors.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company is not engaged in any manufacturing activities and therefore, no particulars are required to be disclosed under the Rule 8(3) of the Companies (Accounts) Rules, 2014, in respect of conservation of energy and technology absorption.
Further, there were no foreign exchange earnings and outgo during the year under review.
In compliance with Regulations 17 to 27 and 34 read with Schedule V of SEBI Listing Regulations, as applicable, the Corporate Governance Report is annexed and forms part of the Annual Report. The report is duly certified by the Statutory Auditors of the Company.
EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT – 9 is annexed herewith as "Annexure E". PARTICULARS OF EMPLOYEES
The disclosures required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is provided as "Annexure F" to this report.
Further disclosure under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.
The relations between the employees' and the management of your Company continue to be cordial.
Your Directors wish to place on record the appreciation of the dedicated efforts by the employees at all levels. The Directors also wish to place on record their word of sincere appreciation to the bankers and financial institutions, the investors, the vendors, the customers and all other business associates for their continued support.
For and on behalf of the Board of Directors
Chairman DIN: 00009177
Place : Mumbai
Date : July 06, 2016
Osayi Alile is a quintessential leader with over 20 years in the Small and Medium Enterprise (SME) and the third sector with a wide array of experience covering International Development, Business and Philanthropic Management, Fundraising and Sustainability.
Her degrees in Sociology and Public Administration from Rutgers University, New Jersey prepared her to be a catalyst for change as she has revolutionised the non- profit sector in Nigeria and beyond. She possesses Executive Certifications from LBS (Nigeria), IMD, Cranfield, Harvard University and YALE. She is also a member of the Institute of Directors, Nigeria , CIBN (Chartered Institute of Bankers of Nigeria) Mentoring Advisory Committee, LBS Nigeria Non–profit Senior Management Fellow , ANDE Executive Committee, Council Member, LCCI (Lagos Chamber of Commerce and Industry) , Member TheBoardroom Africa, Executive Member of the Access Women Network and Trustee, Alaghodaro (Edo State) Economic Summit.
Alile is currently the Chief Executive Officer at ACT Foundation, a grant- making non-profit organisation that provides funding to social sector organisations focused in the areas of Health, Entrepreneurship, Environment and Leadership. Through her hard work, dedication and resilience, ACT Foundation has been adjudged the “Not-For-Profit of the Year” at the 2018, 2019 & 2020 SERAS CSR Awards.
She is also the Co- Administrator at the Coalition Against COVID-19 (CACOVID) which is a Private Sector task force in partnership with the Federal Government, the Nigeria Centre for Disease Control (NCDC) and the World Health Organisation (WHO) with the sole aim of combating Coronavirus (COVID-19) in Nigeria.
She was past Chairperson, Women in Management, Business and Public Policy (WIMBIZ), and she sits on several boards including House of Tara, Zapphaire Events, Future Projects, Africa Leadership Network Forum, IDEA Hub and Global Dignity, an affiliation of the World Economic Forum in Norway.
Osayi Alile is passionate about women, youth empowerment, equality and creating positive social impact in our world.
Share with us what your 20 years of experience in the SME and the third sector has taught you
From my experience, I have learnt that Small and Medium Enterprises (SMEs) are the backbone of the world economy, accounting for most businesses across nearly every region. In the developing world, SMEs make up 90 per cent of the private sector and create more than 50 per cent of jobs in their corresponding economies. In Africa, SMEs provide an estimated 80 per cent of jobs across the continent, representing an important driver of economic growth. Sub-Saharan Africa alone has 44 million micro, small, and medium enterprises, almost all of which are micro. For these businesses to grow, create more jobs, and generate economic growth, they need access to capital. Fifty-one per cent of these vital businesses, however, require more funding than they can currently access.
African SMEs face two significant financing challenges: accessibility and affordability. Accessibility refers to the ability of SMEs to access finance. SMEs in Africa are frequently informal and what that means is they are not formally registered as businesses and this makes it difficult for them to access financing. Moreover, even those that are formally registered still frequently suffer from a lack of accessibility. This is a significant issue because, without sufficient working capital, firms are unable to invest and grow.
Small and Medium Enterprises (SMEs) play a major role in most economies, particularly in developing countries. SMEs account for the majority of businesses worldwide and are important contributors to job creation and global economic development. According to World Bank, 600 million jobs will be needed by 2030 to absorb the growing global workforce, which makes SME development a high priority for many governments around the world.
If you are to advise SME business owners, what will it be?
To succeed in business today, you need to be flexible and have good planning and organisational skills.
· Get Organised: Being organised will help you complete tasks and stay on top of things to be done. A good way to be organised is to create a to-do list each day. As you complete each item, check it off your list. This will ensure that you’re not forgetting anything and completing all the tasks that are essential to the survival of your business.
· Keep Detailed Records: All successful businesses keep detailed records. By doing so, you’ll know where the business stands financially and what potential challenges you could be facing. Just knowing this gives you time to create strategies to overcome those challenges. By having records that are constantly uploaded and backed up, a business no longer has to worry about losing their data.
· Be Consistent: Consistency is a key component success in any business. You have to keep doing what is necessary to be successful day in and day out. This will create long-term positive habits that will maintain sustainability in the long run.
· Motivate Staff: Talented and motivated staff members can bring on big improvements in business. Learn what motivates your employees to higher levels of performance. Part of this is being willing to listen to input and insight from everyone on staff, regardless of position or seniority. Some of the best ideas come from those closest to certain problems.
What are the mistakes SME businesses make?
Starting a business isn’t always easy. There are so many things to think about and decisions to make; the pressure can cause you to make a poor decision that can hurt your potential for success, or at least set you back.
Skipping the Planning Phase: Planning may be tedious, but without a solid plan for your business that includes business idea research and market potential, you will be operating in the dark. The most important plans to consider include a business plan, a financial plan, and a marketing plan.
Avoiding New Technology: As small business owners, technology can provide new opportunities, help us do our work more efficiently and even help us save money. New technology may be intimidating and require time to learn and understand, but an unwillingness to adapt to technological advances can hurt your business in the short and long-term.
Not Making a Commitment: Starting a business requires a number of success-oriented character traits such as drive, dedication and a serious sense of commitment. Small business owners need to be willing to make sacrifices, put in the time necessary, and face challenges head-on if they want their businesses to be successful. We all make mistakes. The key is being aware of them and consistently working to make smart, well-informed decisions in your business. If you can do that, and remain resilient when you do make a mistake, success will be within your reach.
Read also: Henrietta Bankole-Olusina &#8211; VP/Practice Lead of Economic Inclusion at Rockefeller Philanthropy Advisors
What are the misconceptions about philanthropy you would want to correct?
The process of deciding how to supply to charity raises many questions and complex issues. We often encounter common assumptions about giving that are more nuanced than they seem.
Large or small charities are inefficient: An organisation’s size is not always a good indication of the quality of its work; the effectiveness of its programs is a much better marker. Bigger charities can have advantages in terms of power, recognition and economies of scale, while smaller charities can be more agile and responsive. On the other hand, many small charities working separately on the same issue can duplicate resources and effort, which is also inefficient.
Large-Sum Donations Alone Can Sustain Non-profits: Wealthy donors and foundations typically make large-sum donations of millions or billions of dollars to singular causes or organisations. These contributions do go a long way, but they can make causes and organisations too reliant on their wealthy benefactors. That’s why the key to the longevity of non-profits will be to rely on a substantial pool of everyday givers who are firmly committed to their cause day in and day out. For non-profits today, the misconceptions about big philanthropy perpetuate challenges that must be addressed. And, to do so, the encouragement and engagement of everyday donors is essential and should be prioritised. Either way, researching the projects delivered by a charity can help in deciding where to donate.
How would you rate our level of philanthropy in Nigeria?
The non-profit sector in Nigeria has been actively engaged in charitable causes, and corporate business entities are increasingly engaging in philanthropy through their corporate social responsibility programs. Through the years, philanthropy has progressed from individual charitable acts of helping the poor to more organised philanthropy.
There is an increase in awareness and in the establishment of philanthropic initiatives and organisations. Individuals, families, wealthy capitalists and church leaders are using foundations and other non-profit forms to contribute their resources in addressing social problems. Some, especially the religious leaders and wealthy capitalists are motivated by deep interest in solving societal problems, especially in alleviating poverty and the provision of free education and healthcare, while others are creating family legacy in philanthropic giving. Through collaboration with the Federal Ministry of Health (FMOH), non-profits in Nigeria were mobilised to support the government in the Extended Programme on Immunization (EPI), addressing drug abuse and HIV/AIDS. This broadened the collaboration between civil society organizations and the government (NNNGO n.d).
Overall, the non-profit sector has become more organised, and top indigenous foundations are making a philanthropic impact beyond the shores of Nigeria and in the continent.
Fundraising is often challenging for many, while some find it easy. Why so?
Building relationships with donors is very key in fundraising. You have to get potential donors involved in your projects, work and events even before receiving funds. Share annual reports and impact records. This will help build trust and partnerships.
A lot of NGOs struggle when cultivating relationships with donors and partners Lack of trust between international funders and local organisations. Most NGOs who are doing great work lack the capacity to manage large funds which are available from local and international funders. Local NGOs have in the past relied on international funds that are slowly dwindling. The lack of funding structure from local organisations has also limited access to fundraising within our continent. Fundraising from the private sector requires proper tax rebates and other benefits that will encourage the support of private sector organisations towards NGOs through fundraising, donation and capacity-building support that will equip them with the skills to properly and ethically fundraise.
You have revolutionised NGOs in Nigeria, how do you believe you were able to do this successfully?
I have always been very passionate about creating impact and developing human capacity. Over the years, we have seen a constant need for creating and supporting ecosystems for businesses and innovation to thrive in, a constant requirement to always do more. African societies are developing and need meaningful and effective support, and this is what ACT Foundation represents. Throughout my career from program management, learning and development, to impact consulting, the need for an indigenous grant-making organisation was apparent. Starting up ACT Foundation was to meet this need; playing a significant role in positively changing the African narrative is as exciting as phenomenal.
NGOs are set up for noble courses however, many have used it for fraudulent reasons and has caused a dent in the sector, what do you have to say about this? How can this narrative change?
One of the important things to note here is that most fraudulent NGOs always try to access international donors, and also, some organisations just lack the expertise and knowledge of running an NGO, so they tend to appear fraudulent. International donors should be deliberate about connecting closely with local organisations and their communities.
Basically, this is what ACT Foundation was set up to address, NGOs are often birthed out of the need to solve community problems in doing that founders often begin to address these problems with limited expertise, and often times they are misled by maybe wrong information, the priority of the intervention which leads to mismanagement of resources which includes funds. To address the negative image of NGOs across Africa ACT Foundation provides capacity-building, programs at no cost to founders, board members, and social development practitioners. Through our grant-making program, proper due diligence is done before awarding grants to winning applicants but most importantly a background check on the leadership of the organisation which speaks to proper governance and accountability.
For this narrative to change, we need more training programs for non-profits and capacity building that will ensure stability.
As the Chief Executive Officer at ACT Foundation, what are your responsibilities and how do you carry it out?
As the Chief Executive Officer at Aspire Coronation Trust Foundation (ACT Foundation), I am responsible for overseeing the administration, programs and strategic plan of the organisation.
My responsibilities include but are not limited to:
• Board Governance: Working closely with the board of ACT Foundation to fulfill the mission and vision of the Foundation
• Legal compliance: Overseeing the filing of all legal and regulatory documents. Monitor compliance with relevant laws and regulations.
• Strategy Development: Help in determining ACT Foundation’s values, mission, vision, short- and long-term goals
• Monitoring and evaluating ACT Foundation’s relevance to the community, its effectiveness, and its impact
• Management and administration: Providing general oversight to all ACT Foundation’s activities, managing the day-to-day operations, and assuring a smoothly functioning and efficient organisation
• Quality Assurance: Ensure output quality and organisational stability through the development and implementation of standards, controls, systems, procedures, and regular evaluation
• Financing programs; ensuring cost-effectiveness while maximizing service quality
• Overseeing the fiscal activities of the organization including budgeting, reporting and auditing
• Brand Management: Manage the ACT Foundation brand, build it and help communicate it at all times
• Fundraising, Partnerships and Collaboration
When it comes to carrying out my duties, I must say that I have a strong team of reliable and competent professionals who help in making the work easier. I cannot take all the credit as it’s always a team effort.
In giving grants on health, entrepreneurship, environment and Leadership, what do you look out for in each category mentioned?
Over the years, we have been able to build a system that allows a group of experts in the sector to review all our applications and proposals. We leverage their expertise in our selection process. We also have a thorough grant eligibility criteria process that includes:
Number of Communities to be Reached
Program Start Date
Program End Date
List of all communities to be reached
Use of Technology
Nature of Technology
Problem Statement Justification
Program UN-linked Sustainable Development Goal
Communication & Publicity Plan
Number of Indirect Beneficiaries
Number of Direct Beneficiaries
Expected output indicators
Expected Outcome Indicators
Total Program Cost
Requested Amount for Program
Cost per Beneficiary Ratio
Many businesses are still recovering from the effect of COVID-19 on their businesses, what do you have to say about this? What business survival strategies can you supply or suggest?
Businesses who have stood the test of time have continually sought fresh solutions to Excellerate upon their offerings, products, services, and so on. Never a time have we been confronted with the need to innovate than now. The COVID-19 pandemic has left organisations, non-profits inclusive, fighting for their survival. Alongside this pervading uncertainty which we’ll need to adapt to, there’s a world of increased need for which our missions are ever more relevant. If any organisation will survive and thrive in a period such as this, they will have to push past what they have done before and explore different ways of working. Beyond the shift to virtual platforms, there must be innovative solutions to challenges occasioned by the pandemic. The onus is on organisations to imagine the unfolding future and find ways to land themselves in it. Whilst no one can certainly predict what’s coming, one thing is certain – we are not returning to what was once our “normal.”
COVID-19 shook the entire world and virtually everything changed. This is why flexibility is key. Organisations have to find more innovative ways to sustain their activities.
We can harness technology for positive use during this COVID -19 pandemic situation by sharing positive and Checked information only, adoption of sustainable preventive measures and curtailing misinformation. Tweak your activities and programmes to fit into our current situation, take advantage of free online platforms that can help boost your business.
It cannot be business as usual, for every change requires a new way of doing things and the same applies to non-profits. Innovation isn’t creating something new but rather transforming already existing ideas to adapt to new realities
What are the challenges of the average woman executive and how can she navigate through life?
Identifying a practical role model in form of a career/life mentor, sponsor and coach. Women executives need access to a high number of other women professionals in their field. Women executives need society’s support to take on more risks and challenges as they journey through life facing stereotypic situations.
Are NGOs Feminised?’ How can women deal with stereotyping?
NGOs are not feminised but due to the empathetic nature of women, they tend to draw towards the sector.
Women are marginalised and more affected and it is seen in areas such as poverty, gender bias, health, hunger and so on.
Efforts need to be made in having more male social development professionals who are also passionate about these causes.
It is important to keep your mind open and devoid of stereotypical assumptions
What advice do you have for young female executives who desire to move up the ladder?
I want you ladies to know that anything is possible. Our gender, age and social class does not matter, all that matters is your work ethic and your dedication. You are important and you have something unique to offer this world. I also want women to learn to prioritise themselves. Have a mentor, I have learnt about the importance of mentorship and having the right network. Also, always let your voice be heard, never let anyone silence you, have a support system, be your own cheerleader – believe in yourself, hype yourself, blow your own horn, read books – Learn, Relearn, Unlearn. I have learnt to develop a drive for constant improvement. You are better appreciated when you create value.
What should we look forward to from ACT Foundation this year?
We are excited about 2022 as it is our 5th year anniversary. Over the last five years, we have awarded grants to 80 beneficiaries, impacted about two million people, and extended philanthropic gestures to the 36 states in Nigeria and 811 communities in Africa.
At ACT Foundation, It is our mission to drive sustainable impact across Africa through funding-focused interventions that impact changes in our society, and we are excited to do more as we look forward to a productive year ahead and are ready to achieve our goals.
We plan to reach communities that seem hard to reach, support more sustainable project, work with new partners, new sector findings on our work at ACT Foundation, increased knowledge sharing, more brand visibility, multi stakeholder and cross-sector partnership.
Nicole Strbich, Ryan Johnson, and Jessica Distel reflect depth of talent and strong client focus, demonstrating their dedication to Buckingham and its clients
DAYTON, Ohio, Aug. 2, 2022 /PRNewswire/ -- Buckingham Advisors, an Ohio-based independent financial advisory firm that provides investment management, financial planning, tax, and business services, has announced the promotion of tenured employees Nicole Strbich, Ryan Johnson, and Jessica Distel. All three are now Managing Directors with the firm.
"These individuals reflect the talent and client focus we expect of all senior leadership." Jay Buckingham
"Part of Buckingham's success in helping clients achieve their life goals has been driven by our new Managing Directors' commitment to the families and investors we serve," stated Jay Buckingham, Founder and Chief Executive Officer of Buckingham Advisors. "These exceptional individuals reflect the depth of talent and strong client focus that we expect from all senior leadership team members. They demonstrate their dedication, daily, to Buckingham and our valued clients. We look forward to incorporating their additional executive insights as Managing Directors with the firm."
ROLES AND RESPONSIBILITIES
As Managing Director of Financial Planning, Strbich oversees all aspects of the planning done for the firm's clients, such as estate and retirement planning, family / inherited wealth planning, and tax and philanthropic interests. Strbich and her team work to help clients worry less about their finances and focus more on what matters most to them by seizing opportunities and reaching their goals. She loves being able to confidently say that she can provide clients with the best possible advice, planning, and experience with the Buckingham Advisors team. She enjoys working with multiple generations of families and finding ways to help them enjoy the fruits of their hard work.
Strbich has over 14 years of experience in the financial planning industry. She earned a Master of Business Administration degree from Wright State University and is a CERTIFIED FINANCIAL PLANNER™ professional. She is also a Certified Private Wealth Advisor® and holds the federally authorized tax practitioner designation as an Enrolled Agent.
In the role of Managing Director of Investments, Johnson is responsible for the firm's in-house research, strategic investment direction, and implementation into client portfolios. He leads the weekly stock research efforts of the Buckingham team, manages customized portfolios for families, manages the Foundation Portfolio model, supervises the investment staff, writes the weekly Market Recap, and appears in Special Edition videos.
Johnson has nearly 20 years of experience in the financial services industry, solely focused on stock analysis and portfolio management. He earned a Bachelor of Science degree in Business with a major in Financial Services from Wright State University, and he holds Chartered Financial Analyst® and CERTIFIED FINANCIAL PLANNER™ designations. Since starting at Buckingham in 2014, Johnson has been both a moderator and a panelist for the CFA Society of Dayton's annual Investment Roundtable, he has appeared on numerous local TV news broadcasts, and he has frequently spoken to the Wright State Finance Club.
Being Managing Director of Business Services and Development places Distel in charge of all facets of helping small business owners and entrepreneurs successfully navigate their challenges and opportunities. Distel's passion has always been working with closely held businesses and entrepreneurs. She develops tax strategies, implements tailored accounting processes and best practices, and coaches clients to better understand the ever-changing challenges and opportunities of their businesses.
Distel graduated summa cum laude from the University of Findlay where she earned a Master of Business Administration with an emphasis in Organizational Leadership, and a Bachelor of Science in Financial Accounting. In addition, she is a Certified Public Accountant and a Certified QuickBooks ProAdvisor. Over 21 years of experience in public accounting, private industry, and having owned her own business, have given her a solid professional perspective and dedication to helping businesses succeed.
ABOUT BUCKINGHAM ADVISORS
Ohio-based Buckingham Advisors is a unique team of professionals that work together to create professional and personal financial success for their clients. Buckingham's professionals are fiduciaries, putting their clients' needs ahead of their own. The company's core purpose is to Excellerate the lives of clients by providing clarity, simplicity, and the professional expertise of Buckingham's financial planners, investment professionals, tax strategists and accounting team. Buckingham specializes in aligning the solutions clients need to help them achieve the best possible financial and life outcomes. The firm offers personal and business financial solutions, providing one team for all their clients' financial needs. A second-opinion service is available for prospective clients (no cost or obligation). For more information visit MyBuckingham.com.
Grace Vogelzang or Corrine Smith
Impact Communications, Inc.
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SOURCE Buckingham Advisors
LUBBOCK, Texas, July 12, 2022 (GLOBE NEWSWIRE) -- South Plains Financial, Inc. (NASDAQ:SPFI) (“South Plains” or the “Company”), the parent company of City Bank, today announced that its second quarter 2022 financial results will be released before market open on Friday, July 22, 2022. The Company will host a conference call and webcast at 11:00 a.m. Eastern Time on the same day to discuss the financial results.
Investors and analysts interested in participating in the call are invited to dial 1-877-407-9716 (international callers please dial 1-201-493-6779) approximately 10 minutes prior to the start of the call. A live audio webcast of the conference call will be available on the Company’s website at https://www.spfi.bank/news-events/events.
A replay of the conference call will be available within two hours of the conclusion of the call and can be accessed on the investor section of the Company’s website as well as by dialing 1-844-512-2921 (international callers please dial 1-412-317-6671). The pin to access the telephone replay is 13730416. The replay will be available until August 5, 2022.
About South Plains Financial, Inc.
South Plains is the bank holding company for City Bank, a Texas state-chartered bank headquartered in Lubbock, Texas. City Bank is one of the largest independent banks in West Texas and has additional banking operations in the Dallas, El Paso, Greater Houston, the Permian Basin, and College Station, Texas markets, and the Ruidoso, New Mexico market. South Plains provides a wide range of commercial and consumer financial services to small and medium-sized businesses and individuals in its market areas. Its principal business activities include commercial and retail banking, along with insurance, investment, trust and mortgage services. Please visit https://www.spfi.bank for more information.
|Contact:||Mikella Newsom, Chief Risk Officer and Secretary|
|Source: South Plains Financial, Inc.|
(MENAFN- African Press Organization)
The African Development Bank ( ) on 14 June 2022 launched a 19-billion Ugandan shilling (UGX) ($5.07 million) 2-year theme bond, the first-ever African frontier currency-denominated environmental, social and governance (ESG) issuance by a multilateral development institution.
The bond, due June 2024, will be settled in dollars at a fixed coupon of 10.5%. It was issued under the African Development Bank Group's 'Feed Africa' ( ) strategic High 5 and marks the Bank's first offshore UGX bond issuance in 2022. Standard Chartered Bank arranged the transaction under the Bank's Global Debt Issuance Facility. Capitulum Asset Management was the investor.
The Bank will direct funds equal to the net proceeds of the issue to lending projects that advance the 'Feed Africa' strategic priority, in accordance with its lending standards.
Keith Werner, African Development Bank Division Manager for Capital Markets and Financial Operations, said:“The African Development Bank is very pleased to collaborate with Standard Chartered Bank and Capitulum Asset Management to launch this inaugural African frontier currency ESG transaction, contributing to our High-5 development priorities while extending our investor reach in Europe.”
Under its Feed Africa strategy, the Bank is working to (i) contribute to reduce poverty; (ii) end hunger and malnutrition; (iii) make Africa a net food exporter; and (iv) move Africa to the top of export-orientated value chains where it has a comparative advantage. Feed Africa's overall goal is to make Africa a net food exporter by 2025.
Theodor Kirschner, Fund Manager at Capitulum Asset Management said:“Our participation in the African Development Bank's Ugandan shilling bond funding the 'Feed Africa' program helps us to reach our goal to invest with a positive impact while providing an adequate yield in a frontier currency.”
Dain Sherborne, head of EM SSA Bond Trading and Annemarie Ganatra, head of MTNs at Standard Chartered Bank, said:“We are delighted that our core strengths in African markets have enabled us to arrange this 'Feed Africa' theme bond issuance for AfDB. We look forward to continuing to strengthen our partnership with multilateral development banks to help them achieve their common goals.”Distributed by APO Group on behalf of African Development Bank Group (AfDB).
About the African Development Bank Group:
The African Development Bank Group (AfDB) is Africa's premier development finance institution. It comprises three distinct entities: the African Development Bank (AfDB), the African Development Fund (ADF) and the Nigeria Trust Fund (NTF). On the ground in 41 African countries with an external office in Japan, the AfDB contributes to the economic development and the social progress of its 54 regional member states. For more information:
MENAFN provides the information “as is” without warranty of any kind. We do not accept any responsibility or liability for the accuracy, content, images, videos, licenses, completeness, legality, or reliability of the information contained in this article. If you have any complaints or copyright issues related to this article, kindly contact the provider above.
(MENAFN- Caribbean News Global)
CANFIELD, Ohio & EMLENTON, Pa.–(BUSINESS WIRE)–Farmers National Banc Corp. (“Farmers”) (NASDAQ: FMNB), the holding company for The Farmers National Bank of Canfield (“Farmers Bank”), and Emclaire Financial Corp. (“Emclaire”) (NASDAQ: EMCF), the holding company for The Farmers National Bank of Emlenton (“Emlenton Bank”), announced today that the shareholders of Emclaire have voted to approve the Agreement and Plan of Merger, dated March 23, 2022 (the“Merger Agreement”), providing for the merger (the“Merger”) of Emclaire with and into FMNB Merger Subsidiary V, LLC, a newly-formed, wholly-owned subsidiary of Farmers, with more than 98% of the votes being cast in favor of approving the Merger Agreement.
“I would like to thank the Emclaire shareholders for their approval of this merger. We believe this demonstrates shareholder confidence in the financial and strategic benefits of the transaction. The combination of our two companies will drive value for stakeholders, while continuing to celebrate and execute our community banking model,” stated Kevin J. Helmick, President & CEO of Farmers National Bank.
“We look forward to joining the Farmers team,” said William C. Marsh, Chairman, President and Chief Executive Officer of Emclaire and Emlenton Bank.“With this merger, we will build on our community banking heritage while providing enhanced strength, size and stability for our customers and the communities we serve.”
Under the terms of the Merger Agreement, each outstanding share of Emclaire common stock will be converted at the effective time of the Merger into the right to receive either 2.15 shares of Farmers common stock (the“Stock Consideration”), or $40.00 in cash without interest (the“Cash Consideration”), at the prior election of the shareholder, subject, however, to proration, adjustment and certain allocation procedures set forth in the Merger Agreement intended to ensure that 70% of the outstanding shares of Emclaire common stock are converted into the Stock Consideration and 30% of the outstanding shares of Emclaire common stock are converted into the Cash Consideration.
The Merger is expected to be completed after the satisfaction or waiver of the remaining closing conditions set forth in the Merger Agreement, including the receipt of all required regulatory approvals, which is anticipated to occur later in the third quarter of 2022.
ABOUT FARMERS NATIONAL BANC CORP.
Founded in 1887, Farmers National Banc Corp. is a diversified financial services company headquartered in Canfield, Ohio, with $4.2 billion in banking assets. Farmers National Banc Corp.'s wholly-owned subsidiaries are comprised of The Farmers National Bank of Canfield, a full-service national bank engaged in commercial and retail banking with 46 locations in Mahoning, Trumbull, Columbiana, Stark, Summit, Portage, Wayne, Medina, Geauga and Cuyahoga counties in Ohio and Beaver County in Pennsylvania; Farmers Trust Company, which operates five trust offices and offers services in the same geographic markets and Farmers National Insurance, LLC. Total wealth management assets under care at March 31, 2022 were $3.1 billion.
ABOUT EMCLAIRE FINANCIAL CORP.
Emclaire Financial Corp. is the parent company of the Farmers National Bank of Emlenton, an independent, nationally chartered, FDIC-insured community commercial bank headquartered in Emlenton, Pennsylvania, operating 19 full service offices in Venango, Allegheny, Butler, Clarion, Clearfield, Crawford, Elk, Jefferson and Mercer Counties, Pennsylvania. The Corporation's common stock is quoted on and traded through NASDAQ under the symbol“EMCF”. For more information, visit Emclaire's website at .
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not historical facts, but rather statements based on Farmers' and Emclaire's current expectations regarding its business strategies and its intended results and future performance. Forward-looking statements are preceded by terms such as“expects,”“believes,”“anticipates,”“intends” and similar expressions, as well as any statements related to future expectations of performance or conditional verbs, such as“will,”“would,”“should,”“could” or“may.”
Forward-looking statements are not a certain of future performance and actual future results could differ materially from those contained in forward-looking information. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Farmers' and Emclaire's control. Numerous uncertainties, risks, and changes could cause or contribute to Farmers' or Emclaire's actual results, performance, and achievements to be materially different from those expressed or implied by the forward-looking statements. Factors that may cause or contribute to these differences include, without limitation, the possibility that the closing of the proposed transaction is delayed or does not occur at all because required regulatory approvals or other conditions to the transaction are not obtained or satisfied on a timely basis or at all; the possibility that the anticipated benefits of the transaction are not realized when expected or at all; Farmers' and Emclaire's failure to integrate Emclaire and Emlenton Bank with Farmers and Farmers Bank in accordance with expectations; deviations from performance expectations related to Emclaire and Emlenton Bank; diversion of management's attention on the proposed transaction; general economic conditions in markets where Farmers and Emclaire conduct business, which could materially impact credit quality trends; effects of the COVID-19 pandemic on the local, national, and international economy, Farmers' or Emclaire's organization and employees, and Farmers' and Emclaire's customers and suppliers and their business operations and financial condition; disruptions in the mortgage and lending markets and significant or unexpected fluctuations in interest rates related to COVID-19 and governmental responses, including financial stimulus packages; general business conditions in the banking industry; the regulatory environment; general fluctuations in interest rates; demand for loans in the market areas where Farmers and Emclaire conduct business; rapidly changing technology and evolving banking industry standards; competitive factors, including increased competition with regional and national financial institutions; and new service and product offerings by competitors and price pressures; and other factors disclosed periodically in Farmers' and Emclaire's filings with the Securities and Exchange Commission (the“SEC”).
Because of the risks and uncertainties inherent in forward-looking statements, readers are cautioned not to place undue reliance on them, whether included in this release or made elsewhere from time to time by Farmers, Emclaire or on Farmers' or Emclaire's behalf, respectively. Forward-looking statements speak only as of the date made, and neither Farmers nor Emclaire assumes any duty and does not undertake to update forward-looking statements.
Farmers and Emclaire provide further detail regarding these risks and uncertainties in their respective latest Annual Reports on Form 10-K, including in the risk factors section of Farmers' latest Annual Report on Form 10-K, as well as in subsequent SEC filings, available on the SEC's website at .
IMPORTANT ADDITIONAL INFORMATION .
Additional information about the Merger and the Merger Agreement is available in a Current Report on Form 8-K filed by Farmers with the SEC on March 24, 2022, as well as in the proxy statement/prospectus filed by each of Farmers and Emclaire on June 15, 2022.
Investors and security holders may obtain free copies of the documents filed with the SEC by Farmers or Emclaire through the website maintained by the SEC at . Copies of the documents filed with the SEC by Farmers are available free of charge by accessing the“Investor Relations” section of Farmers' website at or, alternatively, by directing a request to Farmers Investor Relations, Farmers National Banc Corp., 20 South Broad Street, Canfield, Ohio 44406, (330) 533-3341. Copies of the documents filed or to be filed with the SEC by Emclaire may be obtained without charge from Emclaire by written request to Emclaire Financial Corp., 612 Main Street, Emlenton, Pennsylvania 16373, Attention: Jennifer A. Poulsen, Secretary.
Executive Vice President, Chief Retail/Marketing Officer
William C. Marsh
Chairman of the Board, President and Chief Executive Officer