Dear Members,
Your Directors have pleasure in presenting their 32nd Annual Report together with the
Audited Accounts of the Company for the Year ended March 31, 2024.
1. FINANCIAL SUMMARY HIGHLIGHTS:
The Standalone Financial results are summarized below:
(Amount in Hundred)
| Particulars |
March 31, 2024 |
March 31, 2023 |
| Revenue from Operations |
11,23,559.67 |
11,74,380.04 |
| Other Income |
410.82 |
3,089.48 |
| Total Income |
11,23,970.49 |
11,77,469.52 |
| Less: Expenditure |
10,98,580.26 |
1,65,604.25 |
| Profit/Loss before Interest, Depreciation and Tax |
25,390.23 |
10,11,865.27 |
| Less: Interest |
- |
9,91,100 |
| Less: Depreciation & Amortisation Cost |
- |
- |
| Profit/Loss before tax |
25,390.23 |
20,765.27 |
| Less Tax Expense: |
6,601.46 |
5,399.00 |
| Current Tax |
|
|
| Deferred Tax |
|
|
| Net Profit/ Loss after Tax |
18,788.77 |
15,366.27 |
2. STATE OF COMPANY AFFIARS
During the financial year 2023-24, the Company has earned a total income of Rs. 1123.97
Lakhs against a total income of Rs. 1177.47 Lakhs in the previous year. The Company has
earned a Net Profit of Rs. 18.79 Lakhs against a Profit of Rs. 15.37 Lakhs in the previous
year.
3. FUTURE PROSPECTS
The Company will continue focus to lend the money to borrower and to systematic
investing activity of the Business.
4. WEB ADDRESS OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act and rules
made thereunder, the Annual Return will be uploaded on the website of the Company for the
FY 2023-24.
5. CHANGE IN NATURE OF BUSINESS
There has been no change in the nature of the Business of the Company during the
financial year 2023-24.
6. DIVIDEND
No Dividend was declared during the year.
7. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION
FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
8. TRANSFER TO RESERVES
The Company has transferred Rs.4,69,720 u/s 45-IC of the RBI Act,1934.
9. SHARE CAPITAL
The paid-up Equity Share Capital of the Company as at 31st March, 2024 stood at Rs.
15,78,24,000. During the year under review there is no change in share capital of the
Company.
10. DEPOSITS
During the year under review, your Company did not accept any deposits within the
meaning of Provisions of Section 73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014.
11. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments, affecting the financial position of your
company which has occurred between the end of financial year of the company i.e. March 31,
2024 and the date of Director's Report.
12. SUBSIDARIES, ASSOCIATED AND JOINT VENTURE COMPANIES
The Company does not have any subsidiary, Joint Venture or associate company.
13. DIRECTORS AND KEY MANANGERIAL PERSONNEL
(a) The Company has approved the Change in designation of Mr. Mahesh Kumar Dalmia (DIN
No: 09497773) from Executive Director to Wholetime Director in the Board Meeting held on
04.09.2023 subject to approval of members in the AGM. The Company has further approved the
Appointment of Mr. Mahesh Kumar Dalmia in the AGM held on 28.09.2023. Further, his
appointment as Wholetime Director was changed to Managing Director in the Board Meeting
held on 10.11.2023. (b) The Shareholders has approved the Regularization of Mrs. Sunitha
Gupta for the second term of 5 years as Independent Director of the Company by way of
passing of Special Resolution in the AGM held on 28.09.2023.
14.DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory, and
secretarial auditors and the reviews performed by Management and the relevant Board
Committees, including the Audit Committee, the Board is of the opinion that the Company's
internal financial controls were adequate and effective during the financial year 2023-24.
Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) The Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit of the company for that period;
(c) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) The Directors had prepared the annual accounts on a going concern basis; and
(e) The Directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
(f) The Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
15. COMMITTEES OF THE BOARD OF DIRECTORS
The Board has three committees which have been constituted as a part of the good
corporate governance practices and the same are in compliance with the requirements of the
relevant provisions of applicable laws and statutes. The following are the details of the
Board Committees during the Financial Year 2023-24:
a. Audit Committee
b. Nomination & Remuneration Committee
c. Stakeholders Relationship Committee
(a) Audit Committee
The Audit Committee, as per Section 177 of Companies Act, 2013, continued working under
Chairmanship of Ms. Sunitha Gupta. During the year the committee met three times with full
attendance of all the members. The composition of the Audit Committee as at March 31, 2024
and details of the Members participation at the Meetings of the Committee are as under:
| Name of Category Director |
Position in the Committee |
Attendance at the Audit Committee Meetings held on |
|
|
30.05.2023 |
04.09.2023 |
10.11.2023 |
| Ms. Sunitha Independent Gupta Director |
Chairperson |
Yes |
Yes |
Yes |
| Mr. Jagannath Executive Jha Director |
Member |
Yes |
Yes |
Yes |
| Mr. Barun Executive Naskar Director |
Member |
Yes |
Yes |
Yes |
The Committee is governed by a Charter which is in line with the regulatory
requirements mandated by the Companies Act, 2013. Some of the important functions
performed by the Committee are:
Financial Reporting and Related Processes:
Oversight of the Company's financial reporting process and financial information
submitted to the Stock Exchanges, regulatory authorities or the public.
Reviewing with the Management, the Half Yearly Unaudited Financial Statements and the
Auditor's Limited Review Report thereon / Audited Annual Financial Statements and
Auditors' Report thereon before submission to the Board for approval. This would, inter
alia, include reviewing changes in the accounting policies and reasons for the same, major
accounting estimates based on exercise of judgement by the Management, significant
adjustments made in the Financial Statements and / or recommendation, if any, made by the
Statutory Auditors in this regard.
Review the Management Discussion & Analysis of financial and operational
performance.
Discuss with the Statutory Auditors its judgement about the quality and appropriateness
of the Company's accounting principles with reference to the Accounting Standard Policy.
Review the investments made by the Company.
All the Members on the Audit Committee have the requisite qualification for appointment
on the Committee and possess sound knowledge of finance, accounting practices and internal
controls.
The Auditors, Chief Financial Officer are invited to attend the meetings of the
Committee. The Company Secretary acts as the Secretary to the Committee. Ms. Sunitha
Gupta, the Chairman of the Committee, was present at the last Annual General Meeting (AGM)
held on September 28, 2023.
(b) Nomination and Remuneration Committee:
The Nomination and Remuneration Committee, as per Section 178(1) of Companies Act,
2013, continued working under Chairmanship of Mr. Jagdev Yadav. During the year, the
committee met three time with full attendance of all the members. The composition of the
Nomination and Remuneration Committee as at March 31, 2024 and details of the Members
participation at the Meetings of the Committee are as under:
| Name of Director |
Category |
Position in the Committee |
Attendance at the Remuneration Committee held on |
|
|
|
30.05.2023 |
04.09.2023 |
10.11.2023 |
| Mr. Jagdev Yadav |
Independent Director |
Chairman |
Yes |
Yes |
Yes |
| Mr. Barun Naskar |
Independent Director |
Member |
Yes |
Yes |
Yes |
| Ms. Sunitha Gupta |
Independent Director |
Member |
Yes |
Yes |
Yes |
The terms of reference of the Committee as per Companies Act 2013 and SEBI (LODR) 2015,
include the following:
Formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the board of directors a policy relating to,
the remuneration of the directors, key managerial personnel and other employees;
For every appointment of an independent director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge and experience on the Board and
on the basis of such evaluation, prepare a description of the role and capabilities
required of an independent director. The person recommended to the Board for appointment
as an independent director shall have the capabilities identified in such description. For
the purpose of identifying suitable candidates, the Committee may:
a) Use the services of an external agencies, if required;
b) Consider candidates from a wide range of backgrounds, having due regard to
diversity; and
c) Consider the time commitments of the candidates.
Formulation of criteria for evaluation of performance of independent directors and the
board of directors;
Devising a policy on diversity of board of directors;
Identifying persons who are qualified to become directors and who may be appointed in
senior management in accordance with the criteria laid down, and recommend to the board of
directors their appointment and removal.
Whether to extend or continue the term of appointment of the independent director, on
the basis of the report of performance evaluation of independent directors.
Recommend to the board, all remuneration, in whatever form, payable to senior
management.
(c) Stakeholders Relationship Committee:
The Stakeholders Relationship Committee, as per Section 178 (5) of Companies Act, 2013,
continued working under Chairmanship of Ms. Sunitha Gupta. The Committee is governed by a
Charter, which is in line with the regulatory requirements mandated by the Companies Act,
2013. During the year, the committee met one time with full attendance of all the members.
The composition of the Stakeholders Relationship Committee as at March 31, 2024 and
details of the Members participation at the Meetings of the Committee are as under:
Name of Director Category Position in the Attendance at the Stakeholder
Committee Relationship Committee held on 30.05.2023
Ms. Sunitha Gupta Independent Director Chairperson Yes Mr. Barun Naskar Independent
Director Member Yes Mr. Jagannath Jha Executive Director Member Yes
The terms of reference of the Committee are:
Resolving the grievances of the security holders of the listed entity including
complaints related to transfer/transmission of shares, non-receipt of annual report,
non-receipt of declared dividends, issue of new/duplicate certificates, general meetings
etc.
Review of measures taken for effective exercise of voting rights by shareholders.
Review of adherence to the service standards adopted by the listed entity in respect of
various services being rendered by the Registrar & Share Transfer Agent.
Review of the various measures and initiatives taken by the listed entity for reducing
the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the company.
During the year, no complaints were received from shareholders. There are no balance
complaints. The Company had no share transfers pending as on March 31, 2024.
Ms. Rashmi Bhagat, Company Secretary of the Company is the Compliance Officer.
16. (a) MEETINGS OF THE BOARD OF DIRECTORS
During the year under review the Board has met 5 (Five) times viz. 30th May 2023, 4th
September 2023,10th November 2023, 31st January 2024 and 30th March, 2024.
(b) Separate Meeting of Independent Director
During the year under review, a separate meeting of Independent Directors was held on
18th March, 2024 without attendance of non-independent directors and members of
management. In the meeting the following issues were taken up: (a) Review of the
performance of non-independent directors and the Board as a whole; (b) Review of the
performance of the Chairperson of the company, taking into account the views of executive
directors and non-executive directors; (c) Assessing 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.
17. DISCLOSURES BY DIRECTORS
The Board of Directors have submitted notice of interest in Form MBP 1 under Section
184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) and
declarations as to compliance with the Code of Conduct of the Company.
18. PERFORMANCE EVALUATION OF THE BOARD AND INDEPENDENT DIRECTORS
The Board of Directors carried out an annual evaluation of the Board itself, its
Committees and individual Directors. The entire Board carried out performance evaluation
of each Independent Director excluding the Independent Director being evaluated. The
Nomination Remuneration Committee also carried out evaluation of every director's
performance.
The evaluation was done after taking into consideration inputs received from the
Directors, setting out parameters of evaluation. Evaluation parameters of the Board and
Committees were mainly based on Disclosure of Information, Key functions of the Board and
Committees, Responsibilities of the Board and Committees, etc. Evaluation parameters of
Individual Directors including the Chairman of the Board and Independent Directors were
based on Knowledge to Perform the Role, Time and Level of Participation, Performance of
Duties and Level of Oversight and Professional Conduct etc.
Independent Directors in their separate meeting evaluated the performance of
Non-Independent Directors, Chairman of the Board and the Board as a whole.
19. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS
The company has not given any guarantee during the during year 2023-24. The Company has
given loan and made investments in the Equity Shares of the other Companies. The details
of the loan & investments made by company during the year under review are given in
the financial statements.
20. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM
Pursuant to the provisions of Section 177(9) of the Act, read with the Rules made
thereunder, the Company has adopted a Whistle-Blower Policy for Directors and Employees to
report genuine concerns and to provide adequate safeguards against victimization of
persons who may use such mechanism. Employees are encouraged to report actual or suspected
violations of applicable laws and regulations and the Code of Conduct to the Chairman of
Audit Committee to enable taking prompt corrective action, wherever necessary.
21. RISK ASSESSMENT AND MANAGEMENT
Your Company has been on a continuous basis reviewing and streamlining its various
operational and business risks involved in its business as part of its risk management
policy. Your Company also takes all efforts to train its employees from time to time to
handle and minimize these risks.
22. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has in place adequate internal financial controls system with reference to
financial statements. The scope of work includes review of process for safeguarding the
assets of the Company, review of operational efficiency, effectiveness of systems and
processes, and assessing the internal control strengths in all areas.
During the year, such controls were tested and no reportable weakness in the design or
operation was observed.
23. FRAUD REPORTING
There have been no frauds reported by the Auditors of the Company to the Audit
Committee or the Board of Directors under sub-section (12) of section 143 of the Companies
Act, 2013 during the financial year.
24. As section 178, company's policy on directors appointment and remuneration
including determining qualifications, positive attributes, independence of a director and
other matters provided under section 178:-
As per the provisions of section 178 of Companies Act, 2013, the Nomination and
Remuneration Committee has been constituted by the board, details of which have been
placed on the website of the company as "Committees of Board of Directors"
Accordingly, company has also formulated the Audit committee and Stakeholders
Relationship committee in accordance with section 177 and 178 (5) of Companies Act, 2013,
details of which has been placed on the website of the company
http://franklinleasing.in/corporate-info.html as "Committees of Board of
Directors".
25. MANAGEMENT DISCUSSION ANALYSIS REPORT
The Management Discussion and Analysis Reports is attached as "Annexure
III" which forms part of this Report.
26. AUDITORS:
a. STATUTORY AUDITORS
Based on the recommendation of Audit Committee and the Board of Directors, Members of
the Company at the 31st Annual General Meeting held on 28th September, 2023 appointed M/s.
SSRV & Associates, Chartered Accountants, (ICAI Registration No.: 135901W) as the
Statutory Auditors of the Company for a term of 3 years from the conclusion of 31st Annual
General Meeting till the conclusion of Thirty-Fourth Annual General Meeting to be held in
the year 2026.
During the year, the Statutory Auditors have confirmed that they satisfy the
Independence Criteria required under the Companies Act, 2013 and Code of Ethics issued by
the Institute of Chartered Accountants of India.
Explanation to Auditor's Remark
The Auditors' Report does not contain any qualification, reservation or adverse
remarks. Notes to Accounts and Auditors remarks in their report are self-explanatory and
do not call for any further comments.
Reporting of fraud by Statutory Auditors
There was no fraud in the Company, which was required to report by Statutory Auditors
of the Company under sub-section (12) of section 143 of Companies Act, 2013.
b. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed AKHIL AGARWAL., Practicing Company Secretary to undertake the Secretarial Audit
of the Company. Report of the Secretarial Audit in Form MR-3 for the financial year ended
March 31, 2024 is enclosed as "Annexure I" to the Report. There are no
qualifications, reservations or adverse remarks made by the Secretarial Auditor in their
report.
c. COST RECORD AND COST AUDIT
Your company does not fall within the provisions of Section 148 of Company's Act, 2013
read with the Companies (Cost records & Audit) Rules, 2014, therefore no such records
required to be maintained.
d. INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Act read with Rule 13(1)(a) of
Companies (Accounts) Rules, 2014, the Board of Directors of the Company has appointed
Shikha Singhal & Associates., Chartered Accountants Firm Reg. No. 332414E to conduct
internal audit for the Company for the Financial Year 2023-24.
27. FAMILIARISATION PROGRAMME FOR DIRECTORS
As a practice, all Directors (including Independent Directors) inducted to the Board go
through a structured orientation programme. Presentations are made by Senior Management
giving an overview of the operations, to familiarise the new Directors with the Company's
business operations. The Directors are given an orientation on the products of the
business, group structure and subsidiaries, Board constitution and procedures, matters
reserved for the Board, and the major risks and risk management strategy of the Company.
During the year under review, no new Independent Directors were inducted to the Board.
28. COMPLIANCE WITH SECRETARIAL STANDARDS
In terms of Section 118(10) of the Act, the Company is complying with the Secretarial
Standards issued by the Institute of Company Secretaries of India and approved by Central
Government with respect to Meetings of the Board of Directors and General Meetings.
29. PARTICULARS OF EMPLOYEES AND REMUNERATION
During the period under review, No employee of the Company drew remuneration in excess
of the limits specified under the provisions of section 197(12) of the Companies Act, 2013
read with Rules 5(2) and 5(3) of the companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and hence no disclosure is required to be made in the Annual
Report.
30. POLICIES AND DISCLOSURE REQUIREMENTS
In terms of provisions of the Companies Act, 2013 the Company has adopted following
policies which are available on its website http://franklinleasing.in/corporate-info.html
.
31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
No contracts / arrangements / transactions entered by the Company during the financial
year with related parties. Thus Disclosure in form AOC-2 is not required. Further, during
the year, the Company had not entered into any contract /arrangement /transaction with
related parties which could be considered material in accordance with the policy of the
Company on materiality of related party transactions. All related party transactions are
placed before the Audit Committee and Board for approval. The details of the related party
transactions as required under Indian Accounting Standard (IND-AS) 24 are set out in Note
to the financial statements forming part of this Annual Report.
32. LISTING WITH STOCK EXCHANGES
The Company confirms that it has paid the Annual Listing Fees for the year 2024-25 to
The SME Platform of BSE Limited where the Company's Shares are listed.
33. PREVENTION OF INSIDER TRADING
As required under the provisions of SEBI (PIT) Regulations, 2015, the Board of
Directors has adopted a code of conduct for prevention of Insider Trading. The Code of
Conduct is applicable to all the directors and such identified employees of the Company as
well as who are expected to have access to unpublished price sensitive information related
to the Company. The Code lays down guidelines, which advises them on procedures to be
followed and disclosures to be made, while dealing with shares of Franklin Leasing &
Finance Limited.
34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has a policy of zero tolerance for sexual harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules there under.
The following is the summary of sexual harassment complaints received and disposed
during the calendar year.
| No. of complaints received: |
Nil |
| No. of complaints disposed off: |
Nil |
35. RELATED PARTY TRANSACTIONS:
All contracts/arrangements/transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on arm's length
basis. During the year, the Company had not entered into any
contract/arrangement/transaction with related parties which could be considered material
in accordance with the policy of the company on materiality of related party transactions.
36. CORPORATE GOVERNANCE
In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
exempts companies which have listed their specified securities on SME Exchange from
compliance with corporate governance provisions. Since the equity share capital of your
Company is listed exclusively on the SME Platform of BSE, the Company is exempted from
compliance with Corporate Governance requirements, and accordingly the reporting
requirements like Corporate Governance Report, Business Responsibility Report etc. are not
applicable to the Company.
37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The required information as per rule 8(3) of the companies (Accounts) Rules, 2014 is
provided hereunder:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures have been taken
to conserve energy wherever possible by using energy efficient computers and purchase of
energy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D): NIL
2. Technology absorption, adoption and innovation: NIL
C. Foreign Exchange Earnings and Out Go:
1. Foreign Exchange Earnings: NIL
2. Foreign Exchange Outgo: NIL.
38. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE
SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable in the Company.
39. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND
TRIBUNALS
There are no significant and material orders passed by the Regulators/Courts which
would impact the going concern status of the Company and its future operations.
40. HUMAN RESOURCES
The Company has established an organization structure that is agile and focused on
delivering business results. With regular communication and sustained efforts, it is
ensuring that employees are aligned on common objectives and have the right information on
business.
41. CAUTIONARY STATEMENT
The statements in this Report, particularly those which relate to Management Discussion
and Analysis as explained in a separate Section in this Report, describing the Company's
objectives, projections, estimates and expectations may constitute 'forward looking
statements' within the meaning of applicable laws and regulations. Actual results might
differ materially from those either expressed or implied in the statement depending on the
circumstances.
42. ACKNOWLEDGEMENTS
Your Directors would like to express deep sense of appreciation for the assistance and
co-operation received from the Financial Institutions, Banks, Government Authorities and
Shareholders and for the devoted service by the Executives, staff and workers of the
Company. The Directors express their gratitude towards each one of them.
|
|
For and on behalf of the Board |
|
Sd/- |
Sd/- |
| Place: New Delhi |
Mahesh Kumar Dalmia |
Jagannath Jha |
| Date: 26/08/2024 |
Executive Director |
Executive Director |
|
DIN No. 09497773 |
DIN:08943829 |
|