Your Directors have pleasure in presenting their 43rd Audited Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2024.
1. FINANCIAL RESULTS:
< m Lac
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Particulars
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Financial Results
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March 31, 2024
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March 31, 2023
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Total Income
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163.68
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234.69
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Total Expenses
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180.29
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219.88
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Profit before Depreciation, Finance Cost & Taxation
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(16.61)
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14.81
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Less: Depreciation
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0.11
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0.28
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Profit before Tax
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(16.72)
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14.53
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Less: Current Tax
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-
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3.70
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Less: Deferred Tax
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0.23
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(0.11)
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Profit / Loss for the year
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(16.95)
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10.94
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Other Comprehensive Income
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0.33
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-
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Total Comprehensive Income
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(16.62)
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10.94
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Add: Balance of Retained Earnings brought forward from previous year
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28.95
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20.50
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Less: Transfer to Reserve
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2.49
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2.49
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Less: Transfer from Retained Earning to Contingency Provision for Standard Assets
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Less: Dividend pay-out including Tax on Dividend
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-
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-
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Balance of Retained Earnings carried to Balance sheet
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9.84
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28.95
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Note: The above figures are extracted from the Financial Statements as per the Indian Accounting Standards (Ind AS).
TRANSFER TO RESERVE:
The Company proposes to transfer an amount of ?2.49 Lac to the Reserve.
OPERATIONAL REVIEW:
Your Company has decreased in the Revenue from Operation (Gross) that stood at ?163.33 Lac (approx.) for the financial year 2023-2024 as compared to ?234.24 Lac (approx.) for the financial year 2022-2023.
On account of such, your Company was able to generate lower Profit (net of Tax) of -? 16.62 Lac (approx.) for this financial year, indicating a fall by 251.92% (approx.) of the Profit margin as compared to previous financial year.
There have been no material changes and 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 and there has been no change in the nature of business.
MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
The Management Discussion and Analysis Report forms an integral part of this Report and gives details of the overall Industry Trends and Developments, Opportunities and Threats, Risk and Concern, Company’s Outlook and Company’s Internal Control and System during the Financial Year 2023-2024 is annexed as “Annexure-1” forming part of this Report.
FUTURE PROSPECT:
The Company is engaged in the business of providing Non-Banking Financial Services for which a continuous demand in the domestic market exists. Considering the present market scenario and overall economy of the domestic market, your Company is expecting a substantial higher demand in the domestic market during the next couple of years that will eventually pave the scope of business for your Company in the existing market and provide the opportunity in terms of an expanded and higher standard for the business operation of the Company in the near future.
DIVIDEND
Your Directors intend to plough back available resources for the financial requirements and express their inability to recommend any dividend for the financial year due to fall in profit.
DEPOSIT
The Company has not accepted any deposits during the year under review and it continues to be a Non deposit taking NonBanking Financial Company in conformity the guidelines of the Reserve Bank of India and Companies (Acceptance of Deposits) Rules, 1975.
SHARE CAPITAL:
The Issued, Subscribed and Paid-up Equity Share Capital of the Company as on March 31, 2024 stood at ?.572.175 Lakhs comprising of 57,21,750 Equity Shares of ? 10/- each. During the financial year under review, there was no alteration to the Issued and Paid-Up Equity Share Capital neither in form of addition, reduction nor by any other means. Hence, the Paid-up Equity Share Capital remained same compared to March 31, 2023.
FINANCE:
Your company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.
Apart from that, during the financial year under review, your Company has not issued any security and/or debt instrument in any manner to raise any fund.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:
During the year under review, there were no significant or material order passed by the any Regulators or Courts or Tribunals impacting the going concern status and the Company’s operations in future.
INTERNAL FINANCIAL CONTROL:
Your Company has a proper and adequate system of Internal Financial Control in order to be commensurate with the size, scale and nature of the operations of the Company. The system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets.
The Internal Auditor of the Company monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with accounting procedures and policies of the Company. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. The Report is presented before the Audit Committee for review at regular intervals.
To ensure adequacy of internal financial controls, the procedures adopted by the Company are based on the following parameters:
(a) Familiarity with Policies and Procedures — the related policies and procedures and the changes thereto, if any, are communicated to the employees at the time of joining and it is ensured that such person understands the policies or procedures correctly.
(b) Accountability of Transactions — There is a proper delegation of authorities and responsibilities so as to ensure accountability of any transaction.
(c) Accuracy & Completeness of Financial Statements/ Reports — For accuracy and completeness of information, reconciliation procedure and multiple checking at different level have been adopted. To avoid human error, computer softwares are extensively used.
(d) Retention and Filing of Base Documents — All the source documents are properly filed and stored in a safe manner. Further, important documents, depending upon their significance are also digitized.
(e) Segregation of Duties — It is ensured that no person handles all the aspect of a transaction. To avoid any conflict of interest and to ensure propriety, the duties have been distributed at different levels.
(f) Timeliness — It is also ensured that all the transactions are recorded and reported in a timely manner.
The procedures are also reviewed by the Statutory Auditors and the Directors of the Company as and when required. There has also been proper reporting mechanism implemented in the organization for reporting any deviation from the procedures.
DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:
The Company has no any subsidiary, associates or joint ventures as on 31st March, 2024.
REPORT ON THE CORPORATE GOVERNANCE:
The Company is committed in maintaining the highest standards of Corporate Governance and adheres to the stipulations prescribed set out under SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015.
The Company has obtained a Certificate from M/s. G C Bafna & Co., Chartered Accountants, the Statutory Auditor of the Company, regarding compliance of Corporate Governance under Regulation 27 of (Listing Obligations & Disclosure Requirements) Regulations, 2015.
A Report on Corporate Governance in compliance with the Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year under review together with the Auditors’ Certificate thereon is annexed as “Annexure-2” forming part of this Report.
MEETINGS OF THE BOARD OF DIRECTORS:
The Notices and Agenda of the Meetings of Board of Directors held during the financial year under review, were prepared and circulated to all the Directors. The details of which are given in the Corporate Governance Report in “Annexure-2”. The intervening gap between the Meetings was within the limit as prescribed under the Companies Act, 2013.
MEETING OF INDEPENDENT DIRECTORS:
The Independent Directors of your Company met once during the year without the presence of any Executive Directors and Management Executives.
The Independent Directors met on that Meeting to take note of the following activities:
^ the performance of non-Independent Directors and the Board as a whole;
^ the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non- Executive Directors;
^ the parameters for evaluation of Independent Directors; and
^ the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
The Board comprises of 4 (four) Directors as on 31st March, 2024 namely:
^ Mr. Subhadeep Mukherjee designated as the Managing Director (Executive Director)
^ Mrs. Tapashi Naha Roy (Non-Executive Independent Director)
^ Mr. Gourav Goel (Non-Executive Independent Director)
^ Mr. Priyankar Basu Mallick (Non-Executive Director)
In accordance with the provisions of section 152 of the Companies Act, 2013, Mr. Priyankar Basu Mallick, will retire by rotation at the forthcoming 43rd Annual General Meeting to be held on 30th September, 2024 and being eligible will offer himself for reappointment.
Your Company has two Key Managerial Personnel (KMP) as defined under section 203 of the companies Act, 2013, along with Mr. Subhadeep Mukherjee, designated as the Managing Director mentioned above, namely Mr. Ashok Kumar Agrawal, the Chief Financial Officer and Ms. Prerna Mall, the Company Secretary as on 31st March, 2024.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:
A. In the preparation of the annual accounts, the applicable accounting standards have been followed.
B. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.
C. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
D. The Directors have prepared the annual accounts on a going concern basis.
E. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
F. The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
INDEPENDENT DIRECTOR:
DECLARATION BY INDEPENDENT DIRECTORS:
Your Company has 2 (two) Independent Directors as on 31st March, 2024 namely Mr. Gourav Goel and Ms. Tapashi Naha Roy who have duly submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6) of the Companies Act, 2013 and Rules made there under.
DETAILS OF BOARD COMMITTEE:
Following are the three committees constituted by the Board:
1. Audit Committee.
2. Stakeholders’ Relationship Committee and.
3. Nomination & Remuneration Committee.
The details of composition, terms of reference and meetings held and attended by the Committee members of Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee are provided in the Corporate Governance Report annexed as “Annexure-2”.
VIGIL MECHANISM:
The Company has established a Vigil Mechanism in compliance with the requirement of provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of the Regulation, for the Directors and employees to report genuine concerns and grievances. This mechanism provides adequate safeguards against victimisation of employees and directors and also provide for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The said Policy is available at the Company’s website and can be accessed through a web-link i.e.
The Nomination and Remuneration Committee of the Board has formulated and laid down criteria for annual evaluation of Directors pursuant to provisions of Section 178 of the Companies Act, 2013 and Listing Regulations and as per requirements of Section 134 of the Act, the manner of evaluation is disclosed below —
A. The Board shall evaluate the roles, functions, duties of the Independent Directors (IDs) of the Company. Each ID shall be evaluated by all other Directors except by the Director being evaluated. The Board shall also review the manner in which IDs follow guidelines of professional conduct as specified in Schedule IV to the Act. The adherence of Section 149 and aforesaid Schedule IV by the IDs shall also be reviewed by the Board.
B. Performance review of all the Non-Independent Directors of the Company on the basis of the activities undertaken by them, expectations of Board and level of participation.
C. Performance review of Chairman of the Company in terms of the level of competence of Chairman in steering the Company.
D. The review and assessment of the flow of information by the Company to the Board and the manner in which deliberations take place, the manner of placing Agenda and contents therein.
E. The review of the performance of Directors individually, its own performance as well as evaluation of working of its Committees shall be carried out by the Board.
F. On the basis of performance evaluation, it shall be determined by the Nomination & Remuneration Committee and Board whether to extend or continue the term of appointment of ID subject to all other applicable compliances. Further, in terms of the requirements of the Act and the Listing Regulations, the Board had carried out an annual evaluation of its own performance, the performance of Directors individually as well as evaluation of the performance and working of its Committees at its meeting based on the criteria formulated by the Nomination & Remuneration Committee.
Meeting of Independent Directors: The Independent Directors of the Company held a separate meeting without the attendance of Non-Independent Directors and members of the management for evaluation of the performance of Non-Independent Directors, the Board as a whole and Chairman of the Company and for consideration of such other matters as required under the provisions of the Act.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135(1) of the Companies Act, 2013 are not applicable to the Company and therefore the company has no corporate social responsibility committee of the Board.
MANAGERIAL REMUNERATION:
The statement pertaining to particulars of employees including their remuneration as required to be reported under the provisions of Section 197(12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) (the Rules) are provided in “Annexure-3” to this Report.
However, as per the provisions of Section 136 of the Act, the Reports and Accounts for the Financial Year 2023-2024 are being sent to the Members and other entitled thereto, excluding this statement. This statement is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company.
If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. The disclosures pertaining to the remuneration of Directors, KMPs and employees as required under Section 197(12) of the Act, read with Rule 5(1) of the Rules are provided in “Annexure-3” to this Report.
AUDITOR:
STATUTORY AUDITOR:
As per the provisions of Section 139, 141 of the Companies Act, 2013 and rules made thereunder (hereinafter referred to as “The Act”), the Company at its 42nd Annual General Meeting (‘AGM”) held on 21.08.2023 approved the appointment of M/s. G C Bafna & Co, Chartered Accountants (Firm Registration No. 319104E) as Statutory Auditor for a period of 5 years commencing from the conclusion of 42nd Annual General Meeting (‘AGM”) till the conclusion of 47th Annual General Meeting (‘AGM”).
During the year under review, the Auditor has not reported any matter under Section 143(12) of the Act, therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.
The observation made in the Auditors' Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.
SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Kanchan Maheswari (Membership No: 55837), a practicing Company Secretary, as the Secretarial Auditor of the company for conducting secretarial audit work for the financial year 2024-2025.
Secretarial Audit Report for the year 2023-2024 as issued in the prescribed form MR-3 is annexed herewith as “Annexure-4”. The said Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
INTERNAL AUDITOR:
In terms of the provisions of Section 138 of the Companies Act, 2013, M/s. Santinath & Associates (FRN: 322317E), an Independent Firm of Chartered Accountants, were appointed as the Internal Auditor of the Company for the Financial Year 2024-2025. The Audit Committee in consultation with the Internal Auditor formulated the scope, functioning, periodicity and methodology for conducting the Internal Audit. The Audit Committee, inter-alia, reviews Internal Audit Report.
The Board has re-appointed M/s. Santinath & Associates, as Internal Auditor for the Financial Year 2024-2025 under the provisions of Section 138 of the Companies Act, 2013.
PUBLIC DEPOSITS:
During the Financial Year 2023-2024, your Company has not accepted any deposit within the meaning of Sections 73 and 76 of the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, INVESTMENTS GUARANTEES & SECURITIES:
Your Company is Non-Banking Financial company registered with RBI in this behalf engaged in the business of financing of Companies.
The company, during the financial year under review, has not given any loans / given guarantees / provided Securities or made Investments which attracts the requirements of section 186 of the Companies Act, 2013.
DEPOSITORY SYSTEM:
Your Company’s Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on March 31, 2024, 99.55 % of Equity Shares of your Company were held in dematerialized form.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 an extract of Annual Return as on the Financial Year ended 31 March 2024 in Form MGT 9 is annexed to this Report as “Annexure-5”
DISCLOSURE UNDER SEXUAL HARRASMENTOF WOMAN AT WORKPLACE (PREVETION, PROHIBITION AND REDRESSAL) ACT, 2013:
No case was reported during the year under review.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
Your Company has not entered into such transactions as defined under section 188of the Companies Act, 2013 with any of the Related Parties during the financial year under review. Eventually There are no materially significant related party transactions entered into by the Company during that period.
RISK MANAGEMENT POLICY:
As of now, your company has not identified any element of risk which may threaten the existence of the company. Therefore, having regard to the requirement of section 134(3)(n) of the Companies Act, 2013 and & non-applicability of Regulation 21 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, your Company has neither formulated any risk management policy nor has constituted a Risk Management Committee.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:
The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the company.
The company has not carried out any R&D activities also.
1. Conservation of Energy: Nil
2. Technology Absorption & Adoption: Nil
3. Foreign Exchange Earning & Outflow: Nil
ACKNOWLEDGEMENTS:
Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance. Your Directors also acknowledges gratefully to the shareholders for their support and confidence reposed on your Company.
For and on behalf of the Board of Directors
Place: Kolkata
Date: 30th day of May, 2024
Chairman
Mr. Subhadeep Mukherjee
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